BY-LAWS
OF
AVON BEND OWNERS ASSOCIATION, INC.
ARTICLE 1 - NAME
Section 1
The
name of the organization shall be Avon Bend Owners Association, Inc.,
hereinafter referred to as the Association.
ARTICLE II - OBJECTIVES AND PREROGATIVES
Section 1
The
objectives of the Association shall be to promote the general welfare and
interests of the property owners or purchasers of property in the community of
Avon Bend, assure the proper maintenance of the State road system through an
active liaison with the West Virginia State Highway Department, and maintain
the Avon Bend Park Area dedicated for use of property owners January 13, 1971
(Deed Book 324, Page 386) and the Lisa Pond Area dedicated for use of property
owners in 1984.(Deed Book 302, Page 134). The Association's activities shall be
on a non-partisan and non-sectarian basis. The Association may enter into
contracts, borrow moneys, acquire and hold real and personal property as well
as mixed, release or dispose of such property, receive gifts of money or other
property and have such further rights and privileges as are by the laws of
Section 2
There shall be no corporate
stock.
ARTICLE III - MEMBERSHIP
Section 1
Every
property owner or future purchaser of property is a member; upon approval and
acceptance of these by-laws by an affirmative vote of a majority of property
owners present at the July 7, 1979 meeting. Officers and members shall be an
owner or purchaser of at least one (1) lot in Avon Bend,
Mailing address:
ARTICLES IV - OFFICERS
Section 1
The
Association officers shall consist of a President, a first Vice President, a
second Vice President, a secretary, a Treasurer, and a Junior Past President;
who, with the exception of the Junior Past President shall be elected at the
Association's January semi-annual membership meeting to serve for a term of one
(1) year. No Association Officer shall serve in any one position for more than
three (3) consecutive years.
Section 2
The duties and powers of the
officers shall be as follows:
A. The President shall be the
Association Chief Executive Officer. His duties shall be those customarily
performed by the President of an organization, whether or not herein
enumerated, and shall include the appointment and removal of all committee chairperson, and the signing of all written contracts and
obligations of the association.
B. The Vice President, in the
order named, shall perform duties of the President in the later's
absence and upon request, shall assist him or her in the performance of his
duties.
(1) The First
Vice President shall normally serve as Chairperson of the Facilities Committee,
whose functions are described in Article VII Section 3.
(2) The Second
Vice President shall normally serve as Chairperson of the Security Committee,
whose functions are described in Article VII Section 4.
C. The
Secretary shall keep and preserve a correct and complete record of the
proceedings of the Association and of the Board of Directors, and a roll of
attendance at all meetings. The Secretary shall be custodian of all
correspondence, the Corporate seal, membership list, and By-Laws, and shall
incorporate therein all duly adopted amendments. All records so kept shall be
available for inspection under reasonable conditions by any member of the
Association. The secretary shall conduct all correspondence pertaining to the
Association, at the direction of the President.
D. The Treasurer shall be the
custodian of the Association's funds. The Treasurer shall render statements and
collect membership and association fund fees. He shall receive all moneys of
the Association, issue receipts therefore, and deposit the same in the name of
the Association in such bank or depository as the Board of Directors shall
designate. The Treasurer shall, upon request, furnish the secretary with a list
of members delinquent in payment of association fees. The Treasurer shall sign
all checks of the Association. The Treasurer shall submit a budget and/or
financial report at each Board of Directors meeting and general membership
meeting. The Treasurer will furnish bond in such amount as the Board of
Directors shall deem sufficient to protect the financial interest of the
Association, in which event the Association shall pay the premium therefore.
The Treasurer shall file all tax forms required by the Federal, State or local
governments.
E. If the Past Junior President is not
nominated by the nominating committee to serve on the Board of Directors, then
a 4th director may be elected by the Association or Board of Directors.
F. The Officers shall receive
no monetary compensation for the performance of their duties as officers or
members of the Board of Directors.
Section 3
Should
an officer become delinquent in the payment of his Association Fees or fails to
attend three (3) consecutive meetings of the Board, he shall be asked to resign
and will be replaced by an interim officer appointed by the Board of Directors
to serve until the next general membership meeting, (Article VI).
Section 4
In the event the nominating
committee is unable to either be constituted for a given election year or is
unable to deliver nominations for the following year’s officers and directors,
the following must take place:
A. The President of the
current year must write a letter to each of the members expressing the
seriousness of the situation and the consequences of failure to elect. Delivery
of this letter by door-to-door delivery is the preferred method. The president
will allow a 30-day extension to solicit and receive nominations.
B.
If the letter solicitation is successful, the President will inform the
community at the meeting held for election.
C.
If the letter solicitation fails, the President will appoint officers from
among the sitting Board and Officers.
(1) Minimum Officers will consist of President,
Treasurer, and Secretary.
(2) Minimum Board members will consist of two (2)
Directors.
(3)
Positions held prior to failure of the nominating committee will not imply
appointments under this circumstance, in other words, the prior Treasurer is
not necessarily the appointed Treasurer.
(4)
If the President is unable to appoint these minimums, procedures for dissolving
the Association in 4F below must commence.
D.
In the first meeting of the new Officers and Directors, the new President will
produce a “Continuing Resolution”
(1)
The Continuing Resolution will reduce the expenses of the Association to the
minimum essential to maintain the legal and safe status of Association
property. It shall not allow any new activity unless it is specifically
necessary to fulfill this requirement.
(2)
The Continuing Resolution will be established for a length of time deemed
necessary to either reestablish the proper elected officers and directors or
begin dissolving the incorporated Association. There shall be no Continuing
Resolution established for six (6) months for one period or eighteen (18)
months total for consecutive periods.
E. Additionally, during the first meeting the
President will divide the membership list into mutually agreeable sections
among the Board and Officers. Officers and Directors will proceed to solicit
nominations from each member on their list in any way that ensures
communication. Visits and phone calls are preferred. Mass mailing is prohibited
unless certified. At least 90% of the Association membership must be reached
using this method.
(1)
If a slate of nominees is achieved in this process, normal turnover of the
Board and Officers shall begin effective the next general meeting (January or
July). (See Article VI, Section I)
(2)
Adjustment of terms to resynchronize to the normal terms of these Bylaws is
allowable, not to exceed 11 months.
F. If the effort to solicit nominations fails, the President will begin dissolving the Association.
(1)
A second effort to communicate to the membership will commence as in Section 4
E above, this time to inform them of the steps to dissolve and the reasons for
it. During this effort, if the goals of 4E are achieved, the dissolving can
cease and reestablishment of the Board and Officer under 4 E can begin.
(2)
The President shall direct the Treasurer to cease purchase of all goods and
utilities. During this period, the only authorized expenses shall be for
Association taxes, insurance that protects the membership and officers, and
legal fees associated with dissolving the Association.
(3)
The remaining Board and Officers shall agree on an attorney to begin the
orderly shut down and dissolving of the Association.
(4)
The President will meet with the attorney and receive advice on the shut down.
The President will then produce a sequence of events, concluding in the
dissolving of the Association. This sequence of events will be annotated with
approximate calendar dates.
(5)
A third communication to the membership like 4F(1)
above will be conducted, this time to communicate the sequence of events. During
this effort, if the goals of 4E are achieved, the dissolving can cease and
reestablishment of the Board and Officers under 4E can begin.
(6)
If the entire sequence of above events is completed and the membership still
fails to nominate, the last step before completion shall be a fourth
communication advising Association members of dissolution. Failure at this
point to nominate will result in the dissolution of the Association and
disposal of all assets. The legal advice agreed on will spell out the precise
order, timing, and events of this circumstance. Insurance and these By-Laws
shall remain in force until the actual dissolution is legally declared.
ARTICLE V - BOARD OF DIRECTORS
Section 1
The
Board of Directors shall consist of the six (6) officers of the association
(Article IV Section 1) and three (3) members elected by the Association or
Board of Directors (Article IV Section 3)
Section 2
If
a Director fails to attend three (3) consecutive meetings of the Board, or is
delinquent in the payments of his Association Fees, or otherwise fails to
perform his duties, his office may be declared vacant by the President, after
his having been granted an opportunity for a hearing by the Board of Directors.
Section 3
Vacancies
on the Board of Directors shall be filled by a majority vote of the remaining
Directors at a specially called Board of Directors meeting. The newly elected
Director shall hold office until the next regular general membership meeting.
Section 4
The
Board of Directors shall meet at least every three months. The President may
call a special meeting of the board at any time upon giving forty-eight (48)
hours notice.
Section 5
The
Board of Directors shall be vested with the authority for the general direction
and control of the affairs of the Association. Their authority shall extend to,
but not be limited to the following:
A. Transacting the Association' s
business, including construction expansion, maintenance and repair of the
Association's property and facilities.
B. Establishing, publishing and enforcing reasonable
rules for the use of the Association' Property and facilities.
C. Fixing the amount and character of and approving
surety bonds required of any persons handling or having custody of the
Associations funds.
D. Authorizing the incurring of obligations and
payments of such obligations.
E.
Authorizing investments for the Association.
F.
Preparing and submitting in writing to the membership semi-annually a financial
report.
G. Providing for competent audit of the Association's
books and records at least once a year by a person other than an officer or
director.
H.
Selecting the depositories for the Association's funds.
I. Filling vacancies in the Board of
Directors by a majority vote of the Board at a regular or specially called
board meeting, subject to re-election or election of a new member at the next
full association meeting.
J. Approving the Treasurer’s proposed budget for
presentation at the annual general membership meeting.
K.
Providing for adequate liability insurance coverage.
Section 6
In
addition to the specifically enumerated powers and duties above, the Board of
Directors shall exercise all other powers and perform all other duties
customarily pertaining to such office, consistent with these By-Laws and
applicable Federal, State and local laws.
ARTICLE VI - MEETINGS
Section 1
There
shall be semi-annual general membership meetings, open only to members and
their immediate families as defined in Article III, which shall be held on a
weekend afternoon, during the months of January and July of each year, at such
time and place designated by the President. The January meeting shall be for
the purpose of electing officers and directors, and presentation of the
proposed budget for the following year, and general discussion. The July
meeting shall also be for the election of newly appointed Directors or Officers
(Article V, Section 3) and for the transaction of such other business as may
come before said meeting.
Section 2
The
right to vote shall be limited to property owners who have paid association
fees in full for the current year, and limited to two (2) votes for each
property owner (i.e. husband and wife 2 votes: partners 2 votes, more than two
owners 2 votes, property in the names of two children or more 2 votes).
Section 3
Election
shall be by ballot, either cast in person or mailed and postmarked within five
(5) days of the meeting and received by the date of the meeting. Absentee
ballots must be signed, dated and contain lot number in order to be valid. A
majority of the votes cast shall be required to elect.
Section 4
The
term of office of all officers shall commence immediately before the
adjournment of the general meeting at which elected.
Section 5
It
shall be mandatory that the President call special meetings of the general
membership (a) whenever a majority of the board deems it necessary; (b) upon
presentation to the board of a written request of ten percent (10%) of the
members of the association. Said meetings shall be called within thirty (30)
days of receipt of said request by the board. For special meetings, notices
shall indicate the purpose of the meeting.
ARTICLE VII - COMMITTEES
Section 1
The
president may appoint the chairperson of such standing and special committees
as the board shall specify as necessary. Standing and special committee
chairperson shall serve for one (1) year or until their successors are duly
appointed or they themselves are otherwise released.
Section 2
No
Committee, standing or special, shall commit the association to advocacy of or
apposition to a subject or proposal without confirmation by the association
unless such commitment is expressly authorized under general association
policy.
Section 3
The
Facilities Committee is responsible for (1) liaison with the Highway Department
for the maintenance of state roads (including snow removal), water facilities
and permanent structures owned and maintained by the association and (2)
planning for and providing preventive maintenance of all water facilities or
structures.
Section 4
The
Security Committee is responsible for (1) assuring that all property is brought
within and kept within the Covenants and Restrictive Agreements, as may be
adopted by the association. (2) Investigating charges of misconduct on the part
of members, guests, non-guests and other activities prejudicial to the
association and (3) working with the local governmental authorities to provide
a secure enforcement for the enjoyment of all property owners.
Section 5
Audit Committee (Refer to
Article IX)
ARTICLE VIII - NOMINATING COMMITTEE
Section 1
A
Nominating Committee consisting of a minimum of five (5) members shall be
appointed by the president subject to the approval of the Board of Directors at
least sixty (60) days prior to the January semi-annual membership meeting.
Section 2
The
names and address of members who are nominated for office by the nominating
committee and who concur in such action must be filed with the Secretary at
least forty-five (45) days prior to the January semi-annual meeting.
Section 3
Nominations
for any office will be received from the floor at all semi-annual general
membership meetings. The nominee must concur in such action during the meeting
or by specific written statement.
Section 4
Additional
nominees who have followed the proper procedure shall be placed on the ballot
in alphabetical order below the candidates submitted by the nominating
committee.
Section 5
All nominees shall be members
having paid their association fees in accordance with Article XV.
ARTICLE IX - AUDITS
Section 1
The
Audit committee shall inspect and audit the records of the treasurer at least
annually and submit the report in writing at the annual meeting in January. A
minimum audit will:
A. Ascertain that the receipts of money correspond to
the list of members paying their association fees plus any donations. Interest
earned and deposits will be verified by account statements.
B. Funds placed in investment accounts are removed
with two authorized signatures and placed immediately in the association's
checking (petty fund) account and
C. Each expenditure from the checking account is approved by:
(1) two authorized signatures
on each check and
(2) backed by an invoice or a
specific notation of approval from minutes of a Board of Directors or a General
Membership Meeting (including the budget).
ARTICLE X - CORPORATE SEAL
Section 1
The
corporate seal of the association shall have inscribed thereon the name of the
corporation, the date of incorporation, and the word "Incorporated".
ARTICLE XI - QUORUM
Section 1
A
quorum at any regular or special meeting of the association other than a
directors meeting, shall consist of four (4) officers and 10% of the members.
This is to include proxy votes in accordance with Article VI, Section 3.
Section 2
At all meetings of the board
of directors, six (6) members shall be required to constitute a quorum.
ARTICLE XII - PROCEDURE AT MEETINGS
Section 1
The
association may establish a set of standing rules on debate and procedure which
may at any meeting be suspended by majority consent. Robert's Rules of order
(Revised Edition) shall be the parliamentary guide and govern the proceedings
of the association when not in conflict with the special provisions of these
by-laws, and such amendments thereto as may be adopted from time to time.
Section 2
The following shall be the
order of business:
A.
Approval of minutes of preceding meeting.
B.
Report of Treasurer.
C.
Report of the Board of Directors.
D.
Unfinished business.
E.
New business.
F.
Adjournment.
Section 3
The regular order of business
may be suspended at any meeting by a majority vote of the members present.
Section 4
Attendance shall be taken at
all meetings of the Association.
ARTICLE XIII - AMENDMENTS
Section 1
These
by-laws may be amended, altered or repealed in whole or in part by a majority
of votes received from members as defined under Article III, which votes may be
made by ballot, either cast in person or mailed and postmarked within five (5)
working days of the meeting and received by the day of the meeting, at any duly
authorized special meeting, provided the recommended change is announced at
least thirty (30) days prior to the meeting at which said change is to be voted
an. All ballots must be signed, dated and contain lot number or numbers in
order to be valid.
ARTICLE XIV - MEMBERSHIP LIST
Section 1
The
membership list of the association shall be restricted to members as defined
under Article III. Said list may not be copied or distributed without prior
approval of the board of directors. Upon approval by the board, said list will
be made available to the party approved to receive said list at a time and
place mutually agreeable with the Secretary or the President and the approved
party.
ARTICLE XV - ASSOCIATION FEES
Section 1
The Treasurer working with
the Executive Board will prepare a budget for the year starting January 1
through December 31. The budget will be published at least 30 days prior to and
presented at the January general membership meeting.
A.
Changes in the proposed budget will be accepted from the floor.
B. Upon approval of the proposed budget, the
association fee for the fiscal year starting January 1 will be established.
C. Notices will be mailed to each property owner
(member) no later than April 1 and will be announced in the first issued newsletter
(Article XVI).
Section 2
Association
fees must be paid for the current year for a member to be eligible to submit
his/her name to run for an office in the association.
Section 3
Association fees may be
increased, decreased, or changed only by a majority vote of the members, as
defined under Article III, at any annual membership meeting or special meeting
called for this purpose.
ARTICLE XVI - QUARTERLY NEWSLETTER
Section 1
A
quarterly newsletter may be mailed to all members to inform them of the general
business of the ssociation.
ARTICLE XVII - COMPLAINTS AND GRIEVANCES
Section 1
All
complaints and grievances pertaining to the administration of Avon Bend Owners
Association, Inc. shall be a written and signed complaint and no other form
will be accepted or acknowledged.
Section 2
All complaints received in
written from will be acknowledged and action taken by the Board of Directors or
if action is deferred, the complainant shall be so informed.