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ARTICLES OF ORGANIZATION AND BYLAWS OF
SUGAR CREEK NORTH - PROPERTY OWNERS ASSOCIATION
WHEREAS, the undersigned are the owners and developers of a certain tract or parcel of land located in Burningtown Township, being portions of the lands described in and conveyed by the deed from Sam Cooper Hill and wife, to Jeffery Gordon and wife Susan and William Vernon and wife Cheryl, dated June 9, 2000 recorded in Book A-24, Pages, Pages 238 – 241, Records of Macon County, North Carolina; (hereinafter referred to as the “declarant” or “developer”) and
WHEREAS, portions of said lands have been sold and conveyed to various lot owners, (hereinafter referred to as “property owners”) the deeds of conveyance for which contained certain restrictive covenants, conditions and agreements, one of which provided for the maintenance, upkeep and repair of roadways, and the reservation of rights of way for sewer, water, telephone and electric power lines, and for the enforcement of the restrictive covenants; and
WHEREAS, the undersigned desire to form a non-profit association of property owners and to delegate to such association all rights and obligations with respect to the maintenance of the roads within Sugar Creek North and the enforcement of the restrictions applicable to the Sugar Creek North Subdivision Development:
NOW THEREFORE, the undersigned persons do hereby make and acknowledge these Articles Of Association for the purpose of forming an unincorporated association - not for profit according to the laws of the State of North Carolina, and pursuant thereto, do declare:
ARTICLE ONE – NAME
The name of this association is “Sugar Creek North Property Owners Association”. However, the organization may, at its pleasure, by majority vote of its members, change its name.
ARTICLE TWO – PURPOSES
The following are the purposes for which this association has been organized:
1). To determine the reasonable extent of maintenance, repair, and upkeep of roadways within Sugar Creek North.
2). To enforce the restrictive covenants applicable to the subdivision of Sugar Creek North.
3). To assess, collect, and to expend for the use and benefit of all of the owners of property within Sugar Creek North, funds necessary to accomplish the purposes for which this association has been organized, and to apply such funds towards the reasonably necessary cost thereof.
4). To perform such additional services and duties as may be reasonably required within Sugar Creek North in furtherance of the objectives previously stated herein. In the furtherance of the objects and purposes set forth herein, the association shall have full power and authority to perform all acts which may be deemed necessary for the proper and successful prosecution of the objects and purposes for which the association is created, and further to conduct and transact any and all lawful business now or hereafter authorized by the laws of the State of North Carolina now in effect or as they may be from time to time amended.
ARTICLE THREE – OFFICES
The association may have such offices, within or without the State of North Carolina, as the members determine from time to time.
ARTICLE FOUR – DISTRIBUTION OF EARNINGS AND ASSETS
No part of the net earnings of the association shall inure to the benefit of any officer or member of the association. Upon dissolution of the association and after all of its liabilities and obligations have been discharged, the remaining assets may be distributed to the members in good standing on a prorated basis agreed to by the members.
ARTICLE FIVE – MEMBERS
Section I: Classes of Members:
The members of the association shall be of one class, that of active members.
Section II: Qualification for Membership:
Membership in this association shall be open to and
mandatory to all owners of that portion of the subdivision of Sugar Creek,
which has been designated as “Sugar
Creek North”. These members shall be further defined as only those property
owner’s who’s land adjoins or is mainly accessed
through the use of
Section lll: Payment Of Dues:
As outlined in the restrictive covenants the dues and fees shall be initially established as follows:
75.00 per year per undeveloped parcel and
150.00 per year, per single family residence – both commencing January 1, 2001
300.00 Impact Fee – payable upon the receipt of a building permit for construction of a residence.
Each property owner shall be 100% responsible for and immediately pay for any and all repairs to any access road damaged by his / her agents, contractors, employees and or invitee.
Amendments: The Property Owners Association may from time to time amend these assessments to reflect the needs of the subdivision provided there is a majority vote.
Developer Assessment: Parcels / lots owned by the declarant / developer shall be assessed only 25% of the amount charged to parcels / lots owned by other parties and shall become payable to the Property Owners Association once the responsibilities of the subdivision have been transferred to the Property Owners Association.
Section lV: Voting Rights:
Each property owner in good standing shall be entitled to one vote on each matter submitted to a vote of the members. There shall be one member – one vote for each lot / parcel within the subdivision or, if a lot is subdivided, there shall be one member for each lot so subdivided. Where a lot or a subdivided lot is owned jointly by two or more persons, those persons may jointly hold one single membership. If two or more lots shall be developed as a unit, that unit shall be considered as one lot therefore one vote.
ARTICLE SIX – SHARES OF EXPENSES AND STANDARDS OF MAINTENANCE
The streets, roadways and access road within Sugar Creek North, exclusive of private driveways, shall be maintained in travelable condition sufficient for all types of weather; provided however, that this standard of maintenance shall NOT be construed to require removal of snow. The association shall have the responsibility for the removal of fallen trees and for the repair of flood, rain, erosion and water damaged
Roadway’s and banks. The determination of the time for performing maintenance and all actual maintenance of said roads shall be the responsibility of the Officers of the Association. The owners of each
lot shall be responsible for paying to the association a proportionate share of the cost of maintenance and upkeep of said roadways. The proportionate share shall be computed on the basis of one share per lot within the subdivision. In addition, if any lot as originally sold by the developer shall be subdivided, there shall be one share for each lot so subdivided.
It is further provided that there shall be a minimum of one share for each primary residential dwelling located within the subdivision. Each lot owner’s share of the cost of maintenance and upkeep of said roadways shall be due on or before the date or dates fixed by this association. If two or more lots shall be developed as a unit, that unit shall be considered as one lot for the purposes of the assessment. In addition, the share for all other expenses of the association shall be computed upon the same basis as the shares for the division of the expenses of maintenance of the roadways. Provided, however, the officers shall have the authority to determine and authorize all reasonably necessary regular maintenance but all unusual or excessive repair or improvement must be approved by a majority vote of all members.
ARTICLE SEVEN – MEETINGS OF MEMBERS
Section l: Annual Meeting: The annual membership meeting of this association shall be held at such time as shall be established by the members, and shall in any event be between June and December of each year beginning 2003. Regular meetings of the members of this association shall be held at the principal office of the association or at such other place as the officers may from time to time determine and designate by written notice.
Section ll: Special Meetings: Special meetings of this association may be called by the President. At the request of three members of the association, the President shall call a special meeting of the association; provided, however, that such request must be made in writing at least thirty days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all members. But if all of the members of the association shall meet at any time and place, either within or without the State of North Carolina, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any action of the association may be taken.
Section lll: Notices: Notice of the regular and special meetings shall be sent by the Secretary by regular mail to every member in good standing at his / her address as it appears in the membership roll book of this association. These notices must be sent at least ten days but not more than sixty days before the scheduled date for any such meeting. The notice shall give the time, date, and place of the meeting, and in connection with any special meeting, the business to be transacted thereat, and by whom the meeting has been called.
Section lV: Quorum: At a properly noticed meeting of the association, such members as shall be present shall constitute a quorum.
Section V: Order Of Business: The order of business to be followed at each meeting of the association shall be as follows:
Reading of the minutes of the preceding meeting.
Admission of new members.
Election of the Officers.
ARTICLE EIGHT – OFFICERS
Section l: Officers: Initially the officers of the association shall be a President, a Vice President, a Secretary and Treasurer. The same person may hold any two or more offices. The members may appoint or elect other such officers or positions as it shall deem desirable and such officers shall have the authority and perform the duties prescribed from time to time by the members.
Section ll: Election and Term of Office: The officers of the association shall be elected annually by the members at the regular annual meeting of the association members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his / her successor has been duly elected and qualifies. The initial officers of the association are:
PRESIDENT: WALT HARE -
PRESIDENT: HOWARD ESTES -
SECRETARY: PAULINE TIPTON-ESTES -
TREASURER: JAN HARE -
Section lll: Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled at the next regular or special meeting of the members for the remainder portion of the term.
Section lV: Powers and Duties: The officers shall have such powers and shall perform such duties as listed below. The powers and duties of officers of additionally created offices shall be specified in the resolutions or other directives of the members, by which the office is created.
A). PRESIDENT: The principal duties of the President shall be to preside at all meetings of the members and to have a general supervision of the affairs of the association. He / She shall also have the power to appoint temporary committees, enforce the restrictive covenants when necessary and has the duty of seeing that all books, reports, and certificates as required by law are properly kept and or filed. The President shall present at each annual meeting of the members, an annual report of the work of the organization. He / She shall, in addition, have such powers as may be reasonably construed as belonging to the chief executive in any organization.
B). VICE PRESIDENT: The principal duties of the Vice President shall be to discharge the duties of the President in the event of absence or disability, for any cause whatsoever, of the President.
C). SECRETARY: The principal duties of the Secretary shall be to safely and systematically keep all books, papers, records and documents belonging to the association, or in any way pertaining to the
business thereof, except the books and records incidental to the duties of the Treasurer. The Secretary shall also:
· Countersign all deeds, leases and conveyances executed by the association.
· File any reports or certificates required by Federal or State statute.
· Give notices to members of this association or to the other officers.
· Present to the members of the association and to the other officers at their meetings any communications addressed to him / her as Secretary of the association.
· Carry out the correspondence of the association and discharge any other duties incident to the office of Secretary.
D). TREASURER: The principal duties of the Treasurer shall be to
· Keep an account of all monies, credits, and property of any and every nature of the association which shall come into his / her hands.
· Make certain that all members are invoiced and pay their respective dues and or pay any other indebtedness to the association.
· Keep an accurate account of all monies received and disbursed, and to render such accounts, statements, and inventories of monies received and disbursed and property on hand.
· Physically affix such reports to the minutes of any meetings.
ARTICLE NINE – COMMITTEES
The Officers shall appoint such committees as they shall deem advisable from time to time. The terms of each committee shall be for a period of one year or less if sooner terminated by action of the Officers or members. The function of all committees shall be advisory only. No committee shall usurp the authority of the Officers in the management of the association. All committees shall make written reports of recommendations to the officers at least two weeks prior to scheduled membership meetings at which they are directed to report. The members shall approve all committee proposals and recommendations before proposed action may be taken.
ARTICLE TEN – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section l: Contracts: The members may authorize any officer or officers, agent or agents of the association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association. Such authority may be general and maybe confined to specific instances.
Section ll: Checks, Drafts or Order. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the association, may be signed by such officer or officers, agent or agents of the association that the officers may specify. However, the Treasurer must co-sign all such instruments. In the absence of such determination by the officers, such instruments shall be signed by the Treasurer and countersigned by the Secretary, President or Vice President of the association.
Section lll: Deposits: All funds of the association shall be deposited in a banking or savings and loan institution as the members determine by majority vote. When the association holds funds in an amount determined by the officers to be sufficient for investment, such sums over and above a reasonable
operating amount of capital may from time to time be invested. Such investments as determined by the officers must be legal for a savings bank in the State of North Carolina.
Section lV: Gifts: The officers may accept on behalf of the association, any contribution, gift, bequest, or devise for any purpose of the association.
ARTICLE ELEVEN – SALARIES
The Officers shall hire and establish the compensation of any and all employees, which in their discretion they may determine to be necessary in the conduct of the business of the association. Notwithstanding the foregoing, no Officer shall, by reason of his / her office, be entitled to receive any salary or compensation. Nothing herein shall be construed to prevent an officer or director from receiving compensation from the association for services rendered other than as a director or Officer, or for goods and properties conveyed to the association. It is specifically provided that the appropriate officers and agents of the association may be reimbursed for their reasonably incurred expenses in performing their duties in connection with the affairs of the association, including, but not limited to, mail and telephone expenses.
ARTICLE TWELVE – METHOD OF CONDUCTING MEETINGS
If deemed advisable by the officers, the business of the association and the meetings pertaining thereto may be conducted by mail. If the meetings of the members are conducted by mail, the officers shall provide to each member at his / her last known address a concise and thorough statement of those matters which should be covered in any such meeting. A reasonable time shall be provided for the members to submit their vote by mail to the association on such matters as shall be subject to vote by the members. If the regular meeting of the members is conducted by mail, the officers shall meet, either in person or by mail, immediately after conclusion of all proceedings pertaining to the meeting of the membership.
ARTICLE THIRTEEN – INDEMNIFICATION
The Sugar Creek North Property Owners Association shall indemnify the undersigned developer/s and any officer or former officer of the association and his / hers heirs, executors or administrators against all claims and expenses actually and or necessarily incurred by him / her in connection with the Sugar Creek North Property Owners’ Association in defense of any action, suit, or proceeding in which he / she is made a party by reason of being or having been such director or officer. The right of the Sugar Creek North Property Owners’ Association indemnification hereby granted shall not be exclusive of any other right to which he / she may be entitled either in law or equity.
ARTICLE FOURTEEN – AMENDMENTS
These by-laws may be altered, amended, repealed, or added to by an affirmative vote of a majority of the members of the association, except for those portions herein specifically requiring a greater vote.
ARTICLE FIFTEEN – DELIVERANCE AND ACCEPTANCE OF ROADS AND ASSUMPTION OF RESPONSIBILITY FOR ROAD MAINTENANCE FROM THE DEVELOPER
Section l: Acceptance Of Roads “As Is”: As set forth in paragraph 13 of the restrictive covenants, the Developer of Sugar Creek North has constructed a system of roads complete with; ample gravel, grading, drainage ditch’s, banks, passing areas and culverts consistent with or exceeding standard gravel road
hereby accepts the roads in their current good condition and “as is”. The Property Owners as well as the Sugar Creek North Property Owners Association hereby release and hold harmless forever the Developer from any and all claims for road problems that may or may not develop in the future.
Section ll: Road Maintenance: The undersigned hereby consent, acknowledge and agree that as of the date of execution of this agreement all road maintenance expenses and all other common expenses for Sugar Creek North development shall be the responsibility of this association and of the lot / parcel owners within the development of Sugar Creek North.