ARTICLE ONE: NAME AND LOCATION
ARTICLE TWO: DEFINITIONS
ARTICLE THREE: MEETING OF MEMBERS
ARTICLE FOUR: BOARD OF DIRECTORS SELECTION AND TERM OF OFFICE
ARTICLE FIVE: ELECTION OF DIRECTORS
ARTICLE SIX: MEETINGS OF DIRECTORS
ARTICLE SEVEN: POWER AND DUTIES OF THE BOARD OF DIRECTORS
ARTICLE EIGHT: CONFLICT RESOLUTION PROCEDURE
ARTICLE NINE: NON-PROFIT ASSOCIATION
ARTICLE TEN: OFFICERS AND THEIR DUTIES
ARTICLE ELEVEN: COMMITTEES
ARTICLE TWELVE: BOOKS AND RECORDS
ARTICLE THIRTEEN: ASSESSMENTS
ARTICLE FOURTEEN: CORPORATE SEAL
ARTICLE FIFTEEN: AMENDMENTS
ARTICLE SIXTEEN: MISCELLANEOUS
The name of the corporation is PACIFICA COMMUNITY MASTER HOMEOWNERS' ASSOCIATION, INC., hereinafter referred to as "Association." The principal office of the corporation shall be located at 143 Viburnum, Carrboro, Orange County, North Carolina 27510, but meetings of Members and directors may be held at such places within the State of North Carolina, County of Orange, as may be designated by the Board of Directors.
Section 1. "Association" shall mean and refer to Pacifica Community Master Homeowners' Association, Inc., its successors and assigns.
Section 2. "Property" or "Properties" shall mean and refer to that certain real property described in the Declaration of Master Covenants, Conditions and Restrictions for the Community, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. "Building" means a structure or structures, containing one or more Units, or any structure existing or built upon Common Areas comprising a part of the Property.
Section 4. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners.
Section 5. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.
Section 6 "Unit" shall mean and refer to a Condominium Unit contained within a Building constructed on the Property.
Section 7. "Owner" means any person who has a fee simple interest in a Unit or Lot in the Pacifica Community and any person who has a ground leasehold interest in a Unit or Lot owned by Orange Community Housing and Land Trust within the Pacifica Community.
Section 8. "Declarant" shall mean and refer to Carrboro Collaborative Development Association, Inc., its successors and assigns if such successors or assigns should acquire a Lot/Unit from the Declarant for the purpose of development, together with an assignment of rights as Declarant as herein provided.
Section 9. "Declaration" shall mean and refer to the Declaration of Master Covenants, Conditions and Restrictions of the Pacifica Community recorded in the Office of the Register of Deeds for Orange County, North Carolina at Deed Book ____, Page____.
Section 10. "Member" shall mean and refer to those persons entitled to Membership as provided in the Declaration.
Section 12. "Eligible Mortgage Holder" shall mean those holders of a first mortgage on a Lot/Unit who have requested the Association to notify them on any proposed action that requires the consent of fifty-one percent (5l%) of Eligible Mortgage Holders.
Section 13. "Sub-Association" shall mean and refer to any condominium association or ownersÕ association formed or to be formed to oversee the development, administration, and maintenance of portions of the Pacifica Community in accordance with any appropriate Supplementary Declaration.
Section 14. "Supplementary Declaration" shall mean and refer to any declaration of condominium or declaration of covenants, conditions, and restrictions which is specific to a certain section or phase of Pacifica as defined therein and which may create a Sub-Association as defined above.
Section 1. Annual Meetings. The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter, at the hour of 8:00 o'clock p.m. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least l5 days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 3. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one-quarter (1/4) of the total votes of the Members shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 4. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot/Unit.
Section 5. Action Taken Without a Meeting. The Members shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Members. Any action so approved shall have the same effect as though taken at a meeting of the Members.
Section 1. Number. The affairs of this Association shall be managed by a Board of at least three (3) directors, who need not be Members of the Association.
Section 2. Term of Office. At the first annual meeting, the Members shall elect at least one director. All directors shall serve until they are removed, until they resign, or, in the event they were a Member at the time of their election, until they are no longer a Member, whichever occurs first.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by an 85% majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Section 6. Budget. Within 30 days after adoption of any proposed budget for the Association, the Board shall provide a summary of the budget to all the Lot/Unit Owners, and shall set a date for a meeting of the Lot/Unit Owners to consider ratification of the budget not less than 14 nor more than 30 days after mailing of the summary. There shall be no requirement that a quorum be present at the meeting. The budget is ratified unless at that meeting a majority of all the Lot/Unit Owners or any larger vote specified in the Declaration rejects the budget. In the event the proposed budget is rejected, the periodic budget last ratified shall be continued until such time as the Lot/Unit Owners ratify a subsequent budget proposed by the Board.
Section 7. Reserved.
Section 8. Not later than the termination of any period of Declarant control, the Lot/Unit Owners shall elect a Board of at least three Members, at least a majority of whom must be Lot/Unit Owners. The Board shall elect the Officers. The Board Members and Officers shall take office upon election.
Section 1. Election. Any Member who is willing to serve as a Director may become a director at any time by a vote of the Members, with or without a meeting. Election to the Board of Directors may be by show of hands, by written ballot, or by acclamation.
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at the same place and time as agreed upon by the Boards of any and all Sub Associations, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, by any two directors or by Lot/Unit Owners having 20% or more of the votes in the Association, after not less than ten (10) days nor more than fifty (50) days notice to each Lot/Unit and/or officer and director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Business shall normally be conducted by consensus according to Pacifica's Decision Making Guidelines. Should consensus not be reached and voting need to occur, every act or decision done or made by eighty- five percent (85%) of the directors entitled to cast a vote, at which a quorum is present shall be regarded as the act of the Board.
Section 1. Powers. The Board of Directors shall have the power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;
(b) suspend the voting rights and right to use of the recreational facilities of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations.
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the Membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d) declare the office of a Board member to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-half (1/2) of the Members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) cause the Common Area to be repaired and maintained.
Subject to the terms contained in the Declaration which terms shall control should they be in conflict with the terms contained in this Article VIII, before attempting to enforce any provision of these By-Laws or the Declaration by any proceeding at law or in equity, other than those provisions related to assessments, the Declarant, Association, any Owner or Owners, or any other aggrieved party shall attempt to resolve any grievance by the following procedure.
1. Initially, any aggrieved party shall attempt to resolve the issue with the persons or entities involved.
2. Failing a satisfactory resolution, the aggrieved party shall present the issue in writing to the Conflict Resolution Committee. This need not be accomplished at a meeting of the Board.
3. Failing a satisfactory resolution within 30 days of the filing of the grievance with the Committee, the aggrieved party may bring the issue before the full Board of Directors.
4. If all parties cannot come to a resolution within thirty (30) days thereafter, the grievance shall be referred to the Dispute Settlement Center of Orange County or any other agreed upon mediation center.
5. Failing a satisfactory resolution within thirty (30) days thereafter, the aggrieved party may notify the second party or parties and the Board of Directors by written notice of his/her/its selection of a disinterested arbitrator. Within fifteen (15) days of receipt of this written notice, the second party or parties may by written notice to the initiator of the arbitration process select a disinterested arbitrator of their choice, should they decide not to have the matter arbitrated by just one arbitrator. If two arbitrators have been selected, they shall select a third arbitrator. If only one arbitrator is selected, that person shall be the sole arbitrator. The arbitrator(s) shall hold a hearing within forty-five (45) days after the initial notice by the initiator of the arbitration process of his or her grievance. At the hearing, the two parties shall have an opportunity to present evidence and question witnesses in the presence of each other.
Within thirty (30) days after the hearing, the arbitration panel (or sole arbitrator) shall render its (or his/her) judgment. The panel's (or sole arbitrator's) judgment shall include a written personal statement by each arbitrator of his or her individual decision and the reason for it.
The decisions and awards of the majority of the arbitration panel (or the soul arbitrator) shall be binding and final between the involved parties. The prevailing party shall be entitled to attorney fees in any arbitration proceedings, but unless decided otherwise by the arbitrator(s), the parties shall share equally the cost of arbitrating the dispute.
No part of the net earnings of the Association shall inure to the benefit of any officer, director or Member of the Association. All funds and property acquired by the Association and the proceeds therefrom shall be held only for the benefit of the Members of the Association in accordance with the provisions of the Declaration.
Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, a secretary, and a treasurer, who shall at all times be Members of the Board of Directors, and other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or otherwise disqualify to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
President
(a) The president shall preside at all meetings of the Board of Directors;
shall see that orders and resolutions of the Board are carried out; shall sign all
legal documents of the Association, shall co-sign all checks and promissory
notes necessary for Association business, and prepare, execute, certify, and
record amendments to the Declaration on behalf of the Association.
Vice-President
(b) The vice-president shall act in the place and stead of the president in
the event of his absence, inability or refusal to act, and shall exercise and
discharge such other duties as may be required of him by the Board.
Secretary
(c) The secretary shall record the votes and keep the minutes of all
meetings and proceedings of the Board and of the Members; keep the corporate
seal of the Association and affix it on all papers requiring said seal; serve notice
of meetings of the Board and of the Members; keep appropriate current record
showing the Members of the Association together with their addresses, and shall
perform such other duties as required by the Board.
Treasurer
(d) The treasurer shall receive and deposit in appropriate bank accounts
all monies of the Association and shall disburse such funds as directed by
resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the
Association books to be made by a public accountant at the completion of each
fiscal year; and shall prepare an annual budget and a statement of income and
expenditures to be presented to the Membership at its regular annual meeting,
and deliver a copy of each to the Members.
The Association shall appoint an Architectural Review Committee and a Conflict Resolution Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
1) The Architectural Review Committee shall consist of at least three (3) Members, all of whom shall be Members of the Association. Committee Members shall serve a one-year term. Committee Members may serve for more than one term. Duties of the Committee are specifically described in the Declaration.
2) The Nominating Committee shall consist of at least three (3) Members, all of whom shall be Members of the Association. Committee Members shall serve a one-year term. Committee Members may serve for more than one term. The Committee shall be responsible for establishing and administering the rules for the nomination of Association Officers. No rule established by this Committee shall preclude the taking of nominations from the floor for any office for which this committee has sought nominations.
3) The Conflict Resolution Committee shall consist of three (3) Residents appointed by the Board of Directors at its annual meeting. Committee Members shall serve a one-year term. Committee Members may serve for more than one term. The Committee shall be responsible for receiving from the Declarant, Association, any Owner or Owners, or any other party, grievances concerning violation of any provision of relevant Articles, By-Laws or the Declaration. The Committee shall then attempt to create a solution with which all parties to the grievance can live. The Committee may, at its discretion, refer the issue to the Board of Directors without attempting to create such a solution.
The books, records and papers of the Association shall at all time, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the maximum rate allowed by law, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waiver or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his/her Lot/Unit.
The Association shall have a seal in circular form having within its circumference the words: PACIFICA COMMUNITY MASTER HOMEOWNERSÕ ASSOCIATION, INC.
Section 1. These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy, except that the consent of a specified percentage of the Eligible Mortgage Holders shall be required for an amendment of the material nature, as provided in the Declaration.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 3lst day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the directors of the Pacifica Community Master HomeownersÕ Association, Inc., have hereunto set our hands this _____ day of __________, 2006.
_________________________________________ (SEAL)
Giles Blunden, Director
_________________________________________ (SEAL)
Chris Martens
_________________________________________ (SEAL)
Marc Kolman
I, the undersigned, do hereby certify that I am the duly elected and acting secretary of the Pacifica Community Master Homeowners' Association, Inc., a North Carolina corporation, and that the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the ____ day of _______________, 2006.
______________________________________
Secretary
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