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.
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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:
Initial
Assessments:
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
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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:
Roll Call.
Reading of the minutes of the preceding meeting.
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Treasurer’s Report.
Admission of new members.
Election of the Officers.
Old
Business
New
Business
Adjournment
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 -
VICE
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.
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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
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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
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building
practices in
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.