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Summer Winds ByLaws | |
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BYLAWS ARTICLE I IDENTITY AND APPLICABILITY A. These are the bylaws of Summer Winds Condominiums, Inc., a non-profit corporation organized under the laws of the State of North Carolina (herein referred to as the “Association”). It has been organized for the purpose of administering the operation, management and maintenance of Summer Winds Condominiums, a series of condominiums to be established in accordance with the laws of the State of North Carolina upon the property situate, lying and being in Carteret County, North Carolina, as described in the Declaration of Unit Ownership for said condominium project (herein referred to as the “Condominium’). B. The provisions of these Bylaws are applicable to the condominium, and the terms and provisions hereof are expressly subject to the terms, provisions, conditions of the Articles of Incorporation of the Association and the Declaration of Unit Ownership which will be recorded in Register of Deeds of Carteret County, North Carolina, at the time said property and the improvements now situated thereon are submitted to the plan of condominium ownership, the terms and provisions of said Articles of Incorporation and Declaration of Unit Ownership to be controlling wherever they may be in conflict herewith. C. All present or future owners, tenants, future tenants, or their employees, or any other person that might use the Condominium or any of the facilities thereof in any manner, are subject to the regulations set forth in these Bylaws and in said Articles of Incorporation and Declaration of Unit Ownership. D. The office of the Association shall be at such place in North Carolina as the Board of Directors shall designate from time to time. ARTICLE II MEMBERSHIP, VOTING, QUORUM, PROXIES A. The qualification of members, the manner of their admission to membership and termination of such membership, and voting by members, shall be as set forth in Article VI of the articles of Incorporation of the Association and Article II of the Declaration of Unit Ownership, the provisions of which are incorporated herein by reference. B. A quorum at meetings of the membership shall consist of persons entitled to cast a majority of the votes of the entire membership. The joinder of a member in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such person for the purpose of determining a quorum. C. The vote of the owners of a condominium unit owned by more than one person or by a corporation or other entity shall be cast by the one person named in the Certificate signed by all of the owners of the condominium unit and filed with the Secretary of the Association, and such certificate shall be valid until revoked by a subsequent Certificate, If such a Certificate is not on file, the vote of such owners shall be determined as provided in Article II of the Declaration of Unit Ownership. D. Votes may be cast in person or by proxy. Proxies shall be valid only for the particular meeting designated thereon and must be filed with the secretary before the appointed time of the meeting. E... Approval or disapproval of a unit owner upon any matter, whether or not the subject of an Association meeting, shall be by the same person who would cast the vote of such owner if in an Association meeting. F. The terms “75% of the members” or “75% of the membership”’ or (“3/4” in lieu of “75%”) when used in the context of membership voting rights, shall mean the owners of at least 75% of all units then comprising the Condominium. G. Except where otherwise required under the provisions of the Articles of Incorporation of the Association, these Bylaws, the Declaration of Unit Ownership, or whether the same may otherwise be required by law, the affirmative vote of the persons entitled to cast a majority of the votes present at any duly called meeting of the membership at which a quorum is present shall be binding upon the members. ARTICLE III ANNUAL AND SPECIAL MEETING OF MEMBERSHIP A. The Annual Meeting of the Membership shall be held at a time and place designated by the Board of Directors on the first Saturday in October of each year for the purpose of electing Directors and of transacting any other business authorized to be transacted by the members. -2- B. Special Meetings of the membership shall be held whenever called by the President or Vice-President or by a majority of the Board of Directors and must be called by such officers within 30 days upon receipt of written request from members of the Association owning a majority of the condominium units. C. Notice of all meetings of the membership, regular or special, shall be given by the president, Vice-President or Secretary of the Association, or other officer of the Association in absence of said officers, to each member, unless waived in writing, such notice to be written and to state the time and place and purpose for which the meeting is called. Such notice shall be given to each member not less than ten (10) days nor more than sixty (60) days prior to the date set for such meeting, which notice shall be mailed or delivered personally to each member within said time. If delivered personally, receipt of such notice shall be signed by the member, indicating the date on which such notice was received by him. If mailed, such notice shall be deemed to be properly given when deposited in the United States Mail addressed to the member at his post office address as it appears on the Register of Owners of the Association as of the date of mailing such notice, the postage thereon prepaid. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any member may, by signed written waiver of notice, waive such notice and, when filed in the records of the Association, whether before or after the holding of the meeting, such waiver shall be deemed equivalent to the giving of notice to the member, If any meeting of the membership cannot be organized because a quorum has not attended, or because the greater percentage of the membership required to constitute a quorum for particular purposes has not attended (wherever the latter percentage of attendance may be required as set forth in the Articles of Incorporation, these Bylaws or the Declaration of Unit Ownership) the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum, or the required percentage of attendance, if greater than quorum, is present. D. The order of business as far as practical at any meetings of the membership shall be: 1. Calling of the roll and certifying of proxies; 2. Proof of notice of meeting or waiver of notice; 3. Reading and disposal of any unapproved minutes; 4. Reports of Committees; -3- 6. Unfinished business; 7. New business; and 8. Adjournment. ARTICLE 1V BOARD OF DIRECTORS A. The initial Board of Directors of the Association and each succeeding Board of Directors shall consist of three (3) persons. At least a majority of the Board of Directors shall be members or employees of a corporate member of the Association. Notwithstanding the foregoing, so long as the developer, Thompson Developers, a North Carolina Limited Partnership (herein referred to as the “Developer”) owns twenty-five percent (25%) of the total condominium units in Summer Winds Condominiums, Phase I, but in no event longer than five years from the sale of the first condominium unit, the Developer shall have the right to select a majority of the persons who shall serve as members of each Board of Directors of the Association. Any Director selected by Developer need not be a resident of the Condominium. B. Election of Directors shall be conducted in the following manner: 1. Developer shall, at the beginning of the election of the Board of Directors, select that number of the members of the Board of Directors which it shall be entitled to select in accordance with the provisions of these Bylaws, and upon such selection of Developer by written instrument presented to the meeting at which such election is held, said individuals so selected by Developer shall be considered Directors of the Association, and shall thenceforth perform the offices and duties of such Directors until their successors shall have been elected in accordance with the provisions of these Bylaws. 2. All members of the Board of Directors whom Developer shall not be entitled to select under the terms and provisions of these Bylaws, shall be elected by a plurality of the votes cast at the Annual Meeting of the members of the Association immediately following the selection of the members of the Board of Directors whom Developer shall be entitled to select. -4- 3. Vacancies in the Board of Directors may be filled until the date of the next Annual Meeting by the remaining Directors, except that should any vacancy in the Board of Directors be created in any Directorship previously filled by any person selected by the Developer, such vacancy shall be filled by Developer selecting, by written instrument delivered to any Officer of the Association, the successor Director to fill the vacated Directorship for the unexpired term thereof. 4. The initial Board of Directors will consist of the three members whose names are set consist of the three members whose names are set forth in the Articles of Incorporation. From and after the date of the first annual meeting of members, there shall be five Directors. The initial Board shall serve until their successors at the first Annual Meeting of Members are elected and qualified. At the first Annual Meeting of Members, the two (2) candidates for the Board of Directors receiving the greatest number of votes shall be elected for a term of three (3) years, the two candidates receiving the next highest number of votes shall be elected for a term of two (2) years, and, likewise, the candidate receiving the next highest number of votes shall be elected for a term of one (1) year. At the expiration of the initial term of each Director, his successor shall be elected to serve a term of three (3) years. Each Director shall hold office until his death, resignation, retirement, removal, disqualification, or his successors elected and qualified. If at the time of the first Annual Meeting Developer owns 25% of the total condominium units in Phase I of the Condominium, then Developer shall have the right to designate and select three (3) Directors, one of which will serve a term of three (3) years, one of which shall serve a term of two (2) years, and one such Director shall serve a term of one (1) year. At such time as Developer no longer owns 25% of the total condominium units in Phase I of the Condominium, then the Board of Directors shall call a Special Meeting of the membership to elect successor Directors for those originally selected by Developer, and each such Director so elected shall serve until the expiration of the initial term of each Director selected by Developer. The candidate receiving the highest number of votes shall serve the balance of the initial term of the Director selected by Developer for the three (3) years, the candidate receiving the next highest number of votes shall serve the balance of the initial term of the Director selected by Developer or two (2) years, and, likewise, the candidate receiving the third highest number or votes shall serve the balance of the initial term of the Director selected by the Developer for the one (1) year term. -5- 5. In the election of Directors, there shall be appurtenant to each condominium unit one vote per condominium unit. The right of cumulative voting may be exercised by a unit owner or proxy holder by announcing in open meeting before the vote for Directors commences his intention so to vote cumulatively, and if such announcement is made, the presiding officer shall declare that all unit owners shall have the right to vote cumulatively and shall thereupon grant a recess of not less than one nor more than four hours, as such presiding officer shall determine, or for such other period of time as is then unanimously agreed upon. Notwithstanding the fact that a unit owner may be nominated or has been elected to serve as one of the members of the Board of Directors, such unit owner shall still be entitled to cast the vote for each condominium unit owned by him in the elections of Directors. 6. In the event that Developer, in accordance with the rights herein established, selects any person to serve on any board of Directors of the Association, Developer shall have the absolute right at any time, in its sole discretion, to replace such person with another person to service on any Board of Directors. Replacement of any person designated by Developer to serve on any Board of Directors of the Association shall be made by written instrument delivered to any officer of the Association, which instrument shall specify the name of the person to be replaced and the name of the person designated as successor to the person so removed from the Board of Directors. The removal of any Director and designation of this successor shall be effective immediately upon delivery of such written instrument by Developer to any officer of the Association. C. The organizational meeting of each newly elected Board of Directors shall be held within ten (10) days of their election, at such time and at such place as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary, provided a quorum shall be present. D. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegram, which notice shall state the time, place and purpose of the meeting. -6- E. Special meetings of the Directors may be called by the President, and must be called by the Secretary at the written request of one-third of the votes of the Board. Not less than three (3) days’ notice of a meeting shall be given to each Director, personally or by mail, telephone or telegram, which notice shall state the time, place and purpose of the meeting. F. Any director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice. G. A quorum at a Directors’ meeting shall consist of the Directors entitled to cast a majority of the votes of the entire Board. The acts of the Board approved by a majority of the votes cast at a meeting at which a quorum is present shall constitute the acts of the Board of Directors, except as specifically otherwise provided in the Articles of Incorporation, or these Bylaws or the Declaration of Unit Ownership. If any Directors’ meeting cannot be organized because a quorum has not attended, or because the greater percentage of attendance may be required as set forth in the Articles of Incorporation, these Bylaws or the Declaration of Unit Ownership, the Directors who are present may adjourn the meeting from time to time until a quorum, or the required percentage of attendance if greater than a quorum, is present. At any adjourned meeting, any business that might have been transacted at the originally called meeting may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum. H. The Presiding Officer of Directors’ meetings shall be the Chairman of the Board, if such an Officer has been elected; and if none, then the President of the Association shall preside. In the absence of the Presiding Officer, the Directors present shall designate one of their numbers to preside. I. Directors, fees, if any, shall be determined by the members. -7- J. All of the powers and duties of the Association shall be exercised by the Board of Directors, including those existing under the common law and statutes, the Articles of Incorporation of the Association, these Bylaws and the Declaration of Unit Ownership. Such powers and duties shall be exercised in accordance with said Articles of Incorporation, these Bylaws and the Declaration of Unit Ownership and shall include, subject, however, to the agreement between the Carteret County Health Department, Thompson Developers and Summer Winds Condominiums, Inc. as described in the Declaration of Unit Ownership, without limiting the generality of the foregoing, the following: 1. To make, levy and collect assessments against members and members’ condominium units to defray the costs of the condominium, as provided for in Article 14 of the Declaration of Unit Ownership, which Article is hereby incorporated by reference, and to use the proceeds of said assessments in the exercise of the powers and duties granted into the Association. 2. To maintain, repair, replace, operate and manage the common areas and facilities whenever the same is required to be done and accomplished by the Association for the benefit of its members; and further to approve any expenditure made or to be made for said purposes; 3. To reconstruct any part of the common areas and facilities after casualty in accordance with Article 17 of the Declaration of Unit Ownership, and to make further improvement to the common areas, real and personal, and to make and to enter into any and all contracts necessary or desirable to accomplish said purposes; 4. To make, amend and enforce regulations governing the use of the common areas and facilities and condominium units so long as such regulations or amendments thereto do not conflict with the restrictions and limitations which may be placed upon the use of such property under the terms of the Articles of Incorporation and the Declaration of Unit Ownership; 5. To acquire, operate, lease, manage and otherwise trade and deal with property, real and personal, including condominium units in the Condominium as may be necessary or convenient in the operation and management of the Condominium, and in accomplishing the purposes set forth in the Declaration of Unit Ownership, provided that the acquisition of real property other than condominium units shall require the approval of the Association. -8- 6. To acquire now or at any time hereafter, and to enter into leases and agreements whereby the Association acquires leaseholds, memberships, and other possessory or use interests in lands or facilities including, but not limited to, swimming pools, tennis and other recreational facilities whether or not contiguous to the lands of the Condominium to provide enjoyment, recreation or other use or benefit to the owner of condominium units. 7. To contract for the management of the Condominium and to designate to such management firm all of the powers and duties of the Association, except those which may be required by the Declaration of Unit Ownership to have approval of the Board of Directors or membership of the Association. 8. To enforce by legal means or proceedings the provisions of the Articles of Incorporation and Bylaws of the Association, the Declaration of Unit Ownership and the regulations hereinafter promulgated governing use of the common areas and facilities in the Condominium. 9. To pay all taxes and assessments which are or may become liens against any part of the Condominium, other than condominium units and the appurtenances thereto, and to assess the same against the members and their respective condominium units; 10. To purchase insurance for the protection of the members and the Association against casualty and liability in accordance with Article 16 of the Declaration of Unit Ownership. 11. To pay all costs of power, water, sewer, and other utility services rendered to the Condominium and not billed to the owners of separate condominium units; and, 12 To designate and remove personnel necessary for the maintenance, repair, replacement and operation of the Condominium including the common areas. 9 K. The initial Board of Directors of the Association shall be comprised of the three (3) persons designated to serve as Directors in the Articles of Incorporation, which persons shall serve until their successors are elected at the first Annual Meeting of the members of the Association. Should any member of the initial Board of Directors be unable to serve for any reason, the remaining members of the Board of Directors shall have the right to designate a party to serve as a Director for the unexpired term. L. The undertakings and contracts authorized by the initial Board of Directors shall be binding upon the Association in the same manner as though such undertakings and contracts had been authorized by any Board of Directors duly elected by the membership after the Declaration of Unit Ownership has been recorded, so long as such undertakings and contracts are within the scope of powers and duties which may be exercised by the Board of Directors of the Association in accordance with all applicable condominium documents. M. Any one or more of the members of the Board of Directors may be removed, either with or without cause, at any time by a vote of the members owning a majority of the condominium units in the condominium, at any Special Meeting called for such purpose, or at the Annual Meeting. Provided, however, that only the Developer shall have the right to remove a Director appointed by it. ARTICLE V OFFICERS A. The executive officer of the Association shall be a President, who shall be a Director, a Vice-President, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be peeremptorily removed by a vote of the Directors at any meeting. Any person may hold two or more offices, except that the President shall not also be Vice-President, Secretary or an Assistant Secretary. The Board of Directors shall from time to time elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. B. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of the president of any association, including, the power to appoint committees from among the members as he may determine appropriate to assist in the conduct of the affairs of the Association. C. The Vice-President shall, in the absence or disability of the President, exercise the powers and perform the duties of President... He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors. D. The Secretary shall keep the minutes of all proceedings of the Directors and the members. He shall attend to the giving and serving of all notices to the members and Directors, and such other notices required by law. He shall have custody of the seal of the Association and affix the same to instruments requiring a seal when duly and affix the same to instruments requiring a seal when duly signed. He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may be required by the Directors or the President. The Assistant Secretary shall perform the duties of Secretary when the Secretary is absent. E. The Treasurer shall have custody of all of the property of the Association, including funds, securities and evidences of indebtedness. He shall keep, or supervise the keeping of, detailed, accurate records in chronological order of the receipts and expenditures affecting the common areas and facilities, specifying and identifying the maintenance and repair expenses of the common areas and facilities and any other expenses incurred. F. The compensation of all officers and employees of the Association shall be fixed by the Directors. This provision shall not preclude the Board of Directors from employing a Director as an employee of the Association, nor preclude the contracting with a Director for the management of the Condominium. G. All officers shall serve at the pleasure of the Board of Directors and any officer may be removed from office at any time, with or without cause, by a majority vote of the Board of Directors. ARTICLE VI FISCAL MANAGEMENT The provisions for fiscal management of the Association set forth in the Declaration of Unit Ownership and Articles of Incorporation shall be supplemented by the following provisions: -11- A. The assessment roll shall be maintained in a set of accounting books in which there shall be an account name and address of the unit owner or owners, the amount of each assessment against the owners, the dates and amounts in which assessments come due, the amounts paid upon the account and the balance due. B. The Board of Directors shall adopt a budget for each fiscal year of the Association which shall contain estimates of the cost of performing the functions of the Association, including, but not limited to the following: 1. Common Expense budget, which may include, without limiting the operation of and capital improvements to the common areas including landscaping, street and walkways, office expenses, utility services. casualty insurance, liability insurance, administration and reserves, management fees and costs of maintaining leaseholds, memberships and other possessory or use interests in lands or facilities whether or not contiguous to the lands of the condominium, to provide enjoyment, recreation or other use or benefit to the unit owners; and, 2. Proposed assessments against each member and his unit. Copies of the proposed budget and proposed assessments shall be transmitted to each member not later than thirty (30) days prior to the beginning of the fiscal year for which the budget is made. If the budget is subsequently amended before the assessments are made, a copy of the amended budget shall be furnished each member concerned. Non-delivery of a copy of any budget or amended budget to each member shall not affect the liability of any member for any such assessment, nor shall delivery of a copy of such budget or amended budget be considered as a condition precedent to the effectiveness of said budget and assessments levied to the effectiveness of said budget and assessments levied pursuant thereto and nothing herein contained shall be construed as restricting the right of the Board of Directors, at any time in their sole discretion, to levy and additional assessments in the event that the budget originally adopted shall appear to be insufficient to pay costs and expenses of operation ad management, or in the event of emergencies. -12- C. The Board of Directors may retain professional management services to be primarily responsible for fiscal management of the Association and maintaining the Condominium. Any management agreement for the Condominium will be terminable by the Association for cause upon thirty (30) days’ written notice thereof, and the term of any such agreement may not exceed one year, renewable by agreement of the parties for successive one-year periods. D. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Directors and in which the funds of the Association shall be deposited. Withdrawal of funds from such accounts shall be only by checks signed by such persons as are authorized by the Directors. E. The books and all supporting documentation shall be available for examination by all unit owners and their lenders or their agents during normal business hours. F. An audit of the accounts of the Association shall be made annually by a Certified Public Accountant, and a copy of the report shall be furnished to each member not later than sixty (60) days’ after the end of the fiscal year for which the report is made. G. Fidelity bonds may be required by the Board of Directors for all officers and employees of the Association and for any contractor handling or responsible for Association funds. The amount of such bonds shall be determined by the Directors. The premiums on such bonds shall be paid by the Association. H. The fiscal year of the Association shall be a consecutive twelve (12) month period selected by the Board of Directors, except that in the initial year of operation of the Condominium, the fiscal year shall commence with the closing of the sale of the first condominium unit and may be less than twelve (12) months. -13- ARTICLE VII PARLIMENTARY RULES Roberts Rules of Order (latest edition) shall govern the conduct of corporate proceedings when not in conflict with the Articles of Incorporation and these Bylaws or with the General Statutes of the State of North Carolina. ARTICLE VIII Amendments to bylaws. Amendments to these Bylaws shall be proposed and adopted in the following manner; A. Amendments to these Bylaws may be proposed by the Board of Directors of the Association acting upon a vote of the majority of the Directors, or by members of the Association owning a majority of the condominium units in the Condominium, whether meeting as members or by instrument in writing signed by the. B. Upon any amendment to these Bylaws being proposed by said Board of Directors or members, such proposed amendment shall be transmitted to the President of the Association, or other officer of the Association in the absence of the President, who shall thereupon call a Special Joint Meeting of the Board of Directors of the Association and the membership for a date not sooner than twenty (20) days or later than sixty (60) days from receipt by such officer of the proposed amendment and it shall be the duty of the Secretary to give to each member written notice of the Secretary to give to each member written notice of such meeting in the same form and in the same manner as notice of the call of a Special Meeting of the members is required as herein set forth. C. In order for such amendment to become effective, it must be approved by an affirmative vote of a majority of the entire Board of Directors and by an affirmative vote of members owning not less than three-fourths of the condominium units in the Condominium. Thereupon, such amendment or amendments to these Bylaws shall be transcribed, certified by the Secretary of the Association, and a copy thereof shall be recorded in the office of the Register of Deeds of Carteret County, North Carolina, within twenty (20) days from the date on which any amendment has been approved by the Directors and members. No amendment shall be come effective until it is duly recorded. -14- D. Upon the approval and proper recording of any amendment, it shall become binding upon all unit owners. E. At any meeting held to consider any amendment to the Bylaws, the written vote of any member of the Association shall be recognized if such member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Association at or prior to such meeting. F. Notwithstanding the foregoing provisions of this Article VIII, no amendment to these Bylaws which shall abridge, amend or alter the right of the Developer to designate and select members of each Board of Directors of the Association, as provided in Article IV hereof may be adopted or become effective without the prior written consent of the Developer. ARTICLE IX GENERAL PROVISIONS a. The seal of the Association shall consist of two (2) concentric circles between which is the name of the Corporation and in the center of which is inscribed SEAL, and such seal, in the form approved and adopted by the Board of Directors, shall be the corporate seal of the Corporation. B. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. C. All checks, drafts or other order for the payment of money issued in the name of the Association shall be signed by such officer or officers, agent or agents, as from time to time may be designated and authorized by a resolution of the Board of Directors. ARTICLE X COMPLIANCE These Bylaws are set forth to comply with the requirements of the Unit Ownership Act, Chapter 47A of the General Statutes of the State of North Carolina. In the event that any of these Bylaws conflict with the provisions of said statute, it is hereby agreed that the provisions of the statute will apply. The foregoing was adopted as the Bylaws of Summer Winds Condominiums, Inc. at the first meeting of the Board of Directors on October 24, 1983. ________________________________ Secretary APPROVED:___________________________ President AMENDMENT TO BYLAWS OF SUMMER WINDS CONDOMINIUMS, INC. Whereas, the Board of Directors of Summer Winds Condominiums, Inc. (said corporation being referred to hereinafter as “The Association”), acting upon a vote of the majority of the directors proposed amending the bylaws of the Association to increase the number of members of the Board from five (5) to seven (7), and to change the date of the annual meeting of the membership of the Association from the first Saturday in October to the last Saturday in October of each year and; Whereas, by notice dated May 24, 1988 the President of the Association called for a special meeting of the membership for June 26, 1988 at 10:00 am in connection with a meeting of the Board of Directors of the Association to consider the proposed bylaw amendments and; Whereas, on June 26, 1988 at 10:00 am a Special Joint Meeting of the Board of Directors and of the membership of the Association was conducted and; Whereas there were present in person or by proxy members owing 188 condominium units at Summer Winds Condominiums, and quorum of the Board of Directors was also present and; Whereas, the following amendments were approved by a majority of the entire Board of Directors and; Whereas, the Bylaw Amendment increasing the number of members of the Board of Directors from five (5) to seven (7) was approved by an affirmative vote of members owning eighty-nine percentage (89%) of the condominium units is the condominium (of the 211 condominium units in the condominium, members owning 188 condominium units voted in favor of the proposed amendment) and members owning eighty-seven percent (87%) of the condominium units in the condominium voted in favor of the proposed bylaw amendment to change the annual meeting date (of the 211 units in the condominium the owners of 184 condominium units voted for the proposed amendment); NOW, THEREFORE, the following amendments to the bylaws of Summer Winds Condominiums, Inc. are hereby adopted to become affective upon the date this instrument is recorded in the Register of Deeds of Carteret County: Article IV, Section B, Paragraph 4 is amended as follows: Book UO83 Page 355 Paragraph Number 4 – from and after the annual meeting of the membership in October of 1988, the number of Directors shall be increased from five (5 to seven (7). The terms of the Board Members in office from the existing five (5 member Board shall continue until their expiration meeting of the membership, the sixth board member shall be elected for a term of three (3) years and the seventh board member shall be elected for a term of two (2) years. At the expiration of the term of each director, his successor shall be elected to serve a term of three years. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. Article III, Section A, is deleted in its entirety and substituted therefore with the following: A. The annual meeting of the membership shall be held at a time and place designated by the Board of Directors on the last Saturday in October of each year for the purpose of electing directors and of transacting any other business authorized to be transacted by the member. Adopted the 26th day of June, 1988. SUMMER WINDS CONDOMINIUMS, INC. by: ________________________________ F.W. Eatman Jr., President Attention: ____________________________ William Buffaloe, Secretary NORTH CAROLINA Carteret County I, a notary Public of the county and state aforesaid, certify that William R. Buffaloe, personally come before me this day and acknowledged that he is secretary of Summer Winds Condominiums, Inc., a North Carolina corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its President, sealed with its corporate seal and attested by William R. Buffaloe as its Secretary. Witness my hand and official stamp or seal, this ________day of ___________, 19__. ________________________________ notary public |
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