Bylaws

see also Declaration

This is a working copy of the Bylaws of Beaverdam Run Condominium Association, which are Exhibit “C’ of the Declaration of Beaverdam Run Condominium Association, and incorporate amendments approved in July 1996 and September 2010 to the Amended and Restated Declaration of Condominium and Bylaws dated September 23, 1991

The official, approved text of this document is available on this website as the second part of an Adobe PDF file encompassing both the Declaration and the Bylaws and can be accessed by clicking HERE. The HTML file here encompasses only the Bylaws and is provided for convenience in jumping to specific sections using the links in the table of contents. In the event of a discrepancy between the following text and that in the distributed, printed document, including any amendments, the distributed, printed text and the PDF file apply.

Table of Contents, with Links

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Article I–General

 

Article II–Definitions

Article III–Meetings of Members

 

Article IV–Board of Directors

 

Article V–Officers

 

Article VI––Fiscal Management

 

Article VII–Committees

Article VIII–Indemnification of Officers and Directors

Article IX– Enforcement Procedures

 

Article X–Miscellaneous



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AMENDED BYLAWS OF BEAVERDAM RUN CONDOMINIUM ASSOCIATION

Article I–General

Section 1. Applicability. These Bylaws provide for the self government of Beaverdam Run Condominium (the “Condominium”) in accordance with the Articles of Incorporation for Beaverdam Run Condominium Association and the Declaration of Condominium for Beaverdam Run Condominium recorded in the Buncombe County, North Carolina, Registry of Deeds. All present and future owners, present and future lessees, and their families, employees, guests, and invitees, and any other person who might use the Condominium or any of the facilities thereof in any manner, are subject to the terms and provisions of these Bylaws and any amendments thereto.

Section 2. Name and Office. The name of the corporation is Beaverdam Run Condominium Association (hereinafter referred to as the “Association”). The principal office of the Association shall be at 1 Stony Ridge, Asheville, North Carolina 28804, or such other place as the Board of Directors shall designate from time to time.

Section 3. Membership. As provided in the North Carolina Condominium Act (NC Gen. Stat. 47C-1-101 et seq.) (hereinafter referred to as the “Condominium Act”), an Owner of a Unit shall become a Member of the Association upon taking title to the Unit and shall remain a Member for the entire period of ownership. As may be more fully provided below, the spouse of a Member may exercise the powers and privileges of the Member. If title to a Unit is held by more than one person, the membership shall be shared in the same proportion as the title, but there shall be only one (1) membership and one (1) vote per Unit. Membership does not include persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner’s membership. Membership shall be appurtenant to each Unit and shall be transferred automatically by conveyance of that Unit and may be transferred only in connection with the transfer of title.

Section 4. Purpose. The Association shall have the responsibility of administering the Condominium, establishing the means and methods of collecting the contributions to the common expenses, arranging for the management of the Condominium, enforcing the Declaration and these Bylaws, and performing all of the other acts that may be required to be performed by the Association by the Condominium Act and the Declaration. The Association shall also amend and supplement the system of administration, the Declaration and these Bylaws as may be required from time to time and perform all other things or acts required or permitted to the Association under the Condominium Act. Except as to those matters which either the Condominium Act, the Declaration, these Bylaws or the North Carolina Nonprofit Corporation Act specifically require to be performed by the vote of the Members, the administration of the foregoing responsibilities shall be performed by the Board of Directors, as is more particularly set forth below.

Article II–Definitions

 

Terms as used in these Bylaws shall have the meanings as set forth in Article 3 of the Declaration unless specifically provided otherwise or the context otherwise requires.

 

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Article III–Meetings of Members

Section 1. Annual Meetings. The regular annual meeting of the Members shall be held during the month of September or October at such time and place as shall be designated by the Board of Directors.

Section 2. Special Meetings. Special meetings of the Members for any purpose may be called at any time by the President, and shall be called upon the request of a majority of the Board of Directors, or upon the written request of Unit Owners having twenty percent (20%) of the votes in the Association.

Section 3. Notice of Meetings. It shall be the duty of the Secretary to mail or to cause to be delivered to the Unit Owners a notice of each annual or special meeting of the Association at least ten (10) days and not more than fifty (50) days prior to each annual or special meeting. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Declaration or Bylaws, any budget changes, and any proposal to remove a director or officer.

Section 4. Waiver of Notice. Waiver of notice of a meeting of the Owners shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting of the Owners, either before or after such meeting. Attendance at a meeting by an Owner, whether in person or by proxy, shall be deemed waiver by such Owner of notice of the time, date, and place thereof; unless such Owner specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat, unless objection to lack of notice is raised before the business, of which proper notice was not given, is put to a vote.

Section 5. Quorum. The presence of Owners entitled to cast one-half (50%) of the eligible votes of the Members, in person or by proxy, shall constitute a quorum.

Section 6. Proxy. Any Member entitled to vote may do so by written proxy duly executed by the Member in favor of any other Member, setting forth the meeting at which the proxy is valid. To be valid, a proxy must be filed with the Secretary prior to the opening of the meeting for which it is to be used and must be dated. No proxy shall be revocable except by written notice delivered to the Association. A proxy shall be automatically revoked if the Member who has given such proxy is in attendance at the meeting at which the proxy is to be used.

Section 7. Voting. Each Unit shall be entitled to one (1) vote which may be cast in accordance with the terms herein.

  • The vote of a Unit shall be cast by the person(s) named in a certificate signed by the Owner(s) of the Unit and filed with the Secretary of the Association, and such certificate shall be valid until the person(s) named in the Certificate is no longer the owner of the Unit or until revoked by a subsequent certificate properly executed and filed with the Secretary. If a new Owner’s certificate is not on file at the time the vote is counted, the vote of said Unit shall not be considered in determining the requirement for a quorum, nor for any other purpose. In addition, the approval or disapproval of a Unit on any matter, whether or not the subject of an Association meeting, shall be exercised by the person(s) named in said certificate. In situations where there are multiple Owners of a Unit, fractional votes for that Unit shall not be permitted.
  • The Board may prohibit any Owner from voting, either in person or by proxy, or from being elected to the Board of Directors if such Owner is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payment due the Association.

Section 8. Majority. As used in these Bylaws, for any vote of the membership held in accordance with or pursuant to the Declaration, the term “majority” shall mean those votes or owners as the context may indicate totaling more than fifty percent (50%) of the total number of eligible votes or owners. Unless otherwise specifically provided in the Declaration or these Bylaws, the words “majority vote” shall mean more than fifty percent (50%) of the eligible votes of the Members represented at a meeting in person or by proxy, or received by mail pursuant to the procedures for mail ballot set out in these Bylaws. Unless otherwise provided in the Declaration or these Bylaws, all decisions shall be by majority vote.

Section 9. Adjournment. Any meeting of the owners may be adjourned from time to time by vote of the Owners holding the majority of the votes represented at such meeting, regardless of whether a quorum is present. Any business which could be transacted properly at the original session of the meeting may be transacted at an adjourned session, and no additional notice of such adjourned session shall be required.

Section 10. Written Consents and Mail Ballots. Any action which may be taken by a vote of the Owners may also be taken by mail ballot or written consent signed by Owners. The Association through its Board of Directors, furthermore, shall have fifteen (15) days to solicit and obtain the written consent of Owners who did not vote or whose vote was not cast by proxy on any issue including amendment of the Declaration and Bylaws or election of Directors. Any such written consent shall be counted as if the Member voted in person or by proxy.

The Board may, at its sole discretion, designate any matter upon which the Association may vote to be decided by mail ballot, including, for example but without limitation, amending the Declaration or Bylaws. The Members shall be given notice of any matter so designated, along with the full text of the amendment or other matter, by first class mail addressed to the Member at the address deposited with the Secretary, at least two weeks before the deadline for votes to be received.

Section 11. Conduct of Business. Pursuant to Section 47C-3-108(b) of the Condominium Act, meetings of the Membership shall be conducted in accordance with the most recent edition of Robert’s Rules of Order Newly Revised unless the President notifies the Membership at least fifteen (15) days prior to any meeting of alternative rules of order that will apply.

 

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Article IV–Board of Directors

Section 1. Composition. The affairs of the Association shall be governed by a Board of Directors. The Board shall be composed of five (5) directors. The directors shall be owners of Units or spouses of such Owners; provided, however, spouses may not serve on the Board at the same time.

Section 2. Election and Term of Office. Directors shall be elected by vote of the Members. Directors may be elected by mail ballot or at the annual meeting of the Members, at the discretion of the Board.

  • If the Board chooses to designate an election by mail ballot, the following procedure shall be used. At least eight weeks before the annual meeting of the Association, notice shall be given to each Owner that the election will be held by mail ballot, and that Owners may place names in nomination for the seats on the Board by a given date no later than two weeks after the service of the notice. Upon the closing of the nomination period, the Board will serve upon each Owner a ballot, biographies of the nominees, and a notice of the address to which the ballots are to be sent and the last date upon which ballots may be received to be counted in the election. That date shall be no later than one week before the annual meeting. Results shall be tabulated and announced at the annual meeting.
  • If the Board chooses to designate an election by vote of those persons present, in person or by proxy, at the annual meeting, a quorum being present, the election shall be held by ballot and nominations may be made from the floor.

 

Those persons receiving the most votes shall be elected to the number of positions to be filled. The term of office for directors shall be for two (2) years, commencing from the date of the annual meeting at which the election is held or the results of the mail ballot announced, and continuing until the election of successors. Election of the directors shall be staggered such that two (2) directors shall be elected in odd numbered years, and three (3) directors shall be elected in even numbered years. The Board may select a Nominating Committee which shall solicit the nomination of candidates from the Members. Any such Nominating Committee shall be composed of at least three (3) Members, only one of whom may be an incumbent Director.

Section 3. Removal of Members of the Board of Directors. At any regular or special meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed. with or without cause, by a sixty-seven percent (67%) vote of all persons present and entitled to vote at any meeting of the Unit Ownners at which a quorum is present, and a successor may then and there be elected to fill the vacancy thus created. See Section 47C-3-103(b) of the Condominium Act. Any director whose removal has been proposed by the Members shall be notified of any stated reason(s) for the action and shall be given at least ten (10) days notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting.

Section 4. Vacancies. Vacancies in the Board of Directors caused by any reason, other than the removal of a director by a majority vote of the Association shall be filled by a majority vote of the remaining Directors. Each person so selected shall serve until a successor shall be elected at the next annual meeting of the Association to fill the unexpired portion of the term.

Section 5. Compensation. Directors shall not be compensated unless and to the extent authorized by the Members of the Association at any meeting duly called for that purpose.

Section 6. Organizati
onal Meeting. The first meeting of a newly elected Board shall be held within ten (10) days of election at such time and place as may be determined by the Directors.

Section 7. Regular Meetings. Meetings of the Board of Directors shall be held regularly at such time and place as shall be determined from time to time by the Board. At regular intervals, the Board shall provide Unit Owners with an opportunity to attend a portion of a meeting to bring issues or concern to the Board’s attention, and the Board may place reasonable restrictions on the number of persons who speak on each side of an issue and may place reasonable restrictions on persons who speak. See Section 47C-3-19=08(b) of the Condominium Act.

Section 8. Special Meetings and Emergency Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each director given by mail, in person or by telephone, or. by any other type of electronic communication, which notice shall state the time, place, and purpose of the meeting. or, if the meeting is not in person, then the alternative form of the meeting. Special meetings of the Board of Directors shall be called by the Vice President, Secretary, or Treasurer in like manner and on like notice on the written request of at least two (2) directors. Notwithstanding the above requirements, in the event an emergency exists where the President determines that a quorum of Directors cannot readily be assembled due to a catastrophic event, the President may dispense with the need to give three (3) days notice to each director and instead may call an emergency meeting by providing reasonable notice under the circumstances to those directors who are practicable to reach in accordance with Sections 55A-2-07 and 55A-3-03 of the North Carolina Nonprofit Corporation Act.

Section 9. Waiver of Notice. Any director may, at any time, in writing, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board of Directors shall also constitute a waiver of notice by him of the time and place of such meeting. If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.

Section 10. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings. Meetings of the Board shalll be conducted in accordance with the most recent edition of Robert’s Rules of Order Newly Revised, pursuant to Section 47C-3-108(b) of the Condominium Act, unless the President notifies the other Board members of alternate rules of order that will apply. Regular meetings may be conducted by any means of communication that permits any or all directors participating to hear each other simultaneously during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Special meetings may be conducted by any means permitted for regular meetings or by any other type of electronic communication, even if such communication is not simultaneous. A majority of directors shall constitute a quorum for the transaction of business. A decision of the Board of Directors shall be by a majority of those directors present at the duly called meeting. The President may vote.

Section 11. Action Without a Meeting. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the Board of Directors.

Section 12. Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Condominium and may do all such acts and things as are not by the Declaration, Articles of Incorporation, or these Bylaws directed to be done and exercised exclusively by the Members. The Board shall have the power to adopt, modify, and repeal such reasonable rules and regulations as it deems necessary and appropriate for the governance of the Condominium or the administration of the affairs of the Association and to impose sanctions for violations thereof, including, without limitation, monetary fines. Such powers and duties shall include but not be limited to:

  • Adopt, amend and enforce Rules and Regulations;
  • Adopt and amend budgets for revenues, expenditures, and reserves;
  • Collect assessments for common expenses for Unit Owners;
  • Hire and terminate, at the Board’s discretion, a professional management agent or agents, at a compensation established by the Board of Directors, to perform such duties and services as the Board of Directors shall authorize. Any management contract shall contain a termination clause permitting termination, with or without cause and without penalty, upon no more than thirty (30) days’ written notice. No management contract shall have a term of more than two (2) years.
  • Hire and terminate accountants, attorneys, architects, engineers, and other employees, agents, and independent contractors;
  • Institute, defend, or intervene in its own name in litigation or administrative proceedings on matters affecting the Condominium;
  • Make contracts, open bank accounts, and incur liabilities;
  • Regulate the use, maintenance, repair, replacement, and modification of common elements;
  • Cause additional improvements to be made as a part of the common elements;
  • (j) Acquire, hold, encumber, and convey in its own name any right, title or interest to real or personal property, provided that common elements may be conveyed or subjected to a security interest only pursuant to Section 47C-3-112 of the Condominium Act;
  • Grant easements, leases, licenses, and concessions through or over the common elements;
  • Impose and receive any payments, fees, or charges for the use, rental, or operation of the common elements other than limited common elements described in Subsections 47C-2-102(2) and (4) of the Condominium Act and for services provided to Unit Owners;
  • After notice and an opportunity to be heard, levy reasonable fines not to exceed the maximum amount permitted by law per violation (on a daily basis for continuing violations) of the Declaration, Bylaws and Rules and Regulations of the Association pursuant to Section 47C-3-107A of the Condominium Act;
  • Impose reasonable charges for the preparation and recordation of amendments to the Declaration, resale certificates required by Section 47C-4-109 of the Condominium Act, or statements of unpaid assessments;
  • Provide for the indemnification of and maintain liability insurance for its officers, directors, employees and agents;
  • Borrow money and assign its right to future income, including the right to receive common expense assessments;
  • Prepare, execute, certify and record amendments to the Declaration and Bylaws on behalf of the Association;
  • Exercise any other powers conferred by the Declaration or Bylaws;
  • Exercise all other powers that may be exercised in this State by nonprofit corporations; and
  • Exercise any other powers necessary and proper for the governance and operation of the Association.
  • Exercise such powers that are determined to be necessary to manage an emergency situation on behalf of the Association including, but not limited to, authority to adopt, amend, or repeal bylaws that are necessary to manage the Association’s affairs during such an emergency in accordance with Sections 55A-2-07 and 55A-3-03 of the North Carolina Nonprofit Corporation Act. Any such bylaws changes that are made shall be temporary and shall not remain in effect once the emergency ends.

 

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Article V–Officers

Section 1. Designation. The principal officers of the Association shall be the President, the Vice president, and the Secretary, all of whom shall be elected by and from the Board of Directors. The Board of Directors may elect a Treasurer, an Assistant Treasurer, an Assistant Secretary, and such other subordinate officers as in its judgment may be necessary. The Secretary and Treasurer, and the Assistant Secretary and Assistant Treasurer, may be the same persons. The subordinate officers shall not be required to be members of the Board Directors.

Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board following each annual meeting of the Members and shall hold office at the pleasure of the Board of Directors and until a successor is elected.

Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor may be elected by the Board.

Section 4. President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the members and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the North Carolina Nonprofit Corporation Act. In the event of an emergency where a catastrophic event prevents the President from convening an emergency meeting with any other director, the President may unilaterally exercise any of the emergency powers that the Board is authorized to take in order to manage the Association’s affairs in accordance with Sections 55A-2-07 and 55A-3-03 of the North Carolina Nonprofit Corporation Act; provided, however, that the President may unilaterally exercise such emergency powers only until it becomes practicable to convene an emergency meeting of the Board.

Section 5. Vice President. The Vice President shall act in the President’s absence and shall have all powers, duties, and responsibilities provided for the President when so acting.

Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Members and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with North Carolina law.

Section 7. Treasurer. The Treasurer shall have the responsibility for the Association’s funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors.


Section 8. Assistant Secretary and Assistant Treasurer. An Assistant Secretary and/or an Assistant Treasurer shall act in the absence of the Secretary and/or Treasurer respectively, and shall have all the powers, duties and responsibilities provided for the Secretary and/or Treasurer respectively, when so acting.

 

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Article VI–Fiscal Management

 

The receipts and expenditures of the Association shall be credited and charged to accounts classified as follows, all of which expenditures shall be Common Expenses:

Section 1. Operating Fund. This fund shall be used for current maintenance, management and operations of the condominium and shall include: (1) fixed monthly revenue sums as set out in the budget for the year, monthly fund investment income and such sums as may be authorized from time to time by the Board to be transferred from the Contingency Fund, and (2) all expenditures with reference to the current year except those expenditures designated to be spent from the Capital Reserve Fund.

Section 2. Capital Reserve Fund. This fund shall be used for the maintenance and replacement of and capital improvements to the Common Elements and Limited Common Elements in such amounts as shall be determined from time to time by the Board of Directors by approval of a Capital Reserve Fund Long Range Plan. Sums deposited in the fund shall consist of fixed monthly revenue sums as set out in the latest approved Capital Reserve Fund Long Range Plan, monthly fund investment income and such sums as may be authorized from time to time by the Board to be transferred from the Contingency Fund.

Section 3. Contingency Fund. This fund shall be used for such purposes as the Board shall determine and which consists of (1) all Association receipts for the current year after distribution of fixed monthly budgeted sums and respective fund investment earnings to the Operating Fund and the Capital Reserve Fund and (2) less such sums as may be authorized to be transferred from it from time to time by the Board to the Operating Fund or the Capital Reserve Fund.

Section 4. Budgets and Assessments. In compliance with Sections 11.4 and 11.5 of the Declaration, the Board of Directors shall adopt an operating budget and, if necessary, a capital budget, for each calendar year that shall include the estimated funds required to defray the Common Expenses and capital expenditures and to provide and maintain funds for the foregoing accounts. A copy of the budget and proposed assessments shall be sent to each Member, on or before December 1 preceding the fiscal year for which the budget is made. At any time that the budget is subsequently amended, a copy of the amended budget shall also be furnished to each Member. However, delivery of a copy of any budget or amended budget to each Member shall not affect the liability of any Member for any 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 the assessments levied pursuant thereto, and nothing herein contained shall be construed as restricting the right of the Board at any time in its sole discretion, to levy additional assessments in the event that the budget originally adopted shall appear to be insufficient to pay the costs and expenses of operation, maintenance and management of the Condominium, or in the event of an emergency.
At the delivery of the proposed budget to the Members, the Board shall give notice of a meeting of the membership to exercise its authority to reject the proposed budget. The meeting shall be held not less than seven nor more than thirty days after delivery of the budget and notice. The meeting shall be properly constituted in the absence of a quorum. The budget shall be approved and go into effect unless disapproved by the vote in person or by proxy of a majority of the votes of all Unit Owners.
Notwithstanding the foregoing, however, in the event that the membership rejects the proposed budget or the Board fails for any reason so to determine the budget for the succeeding year, then and until such time as a budget shall have been determined, as provided herein, the budget in effect for the current year shall continue for the succeeding year.

Section 5. Depository and Investment. The depository for Association funds shall be such banks or such other financial institutions as the Board shall from time to time designate. Withdrawal or transfer of monies from such accounts shall only be permitted by persons designated by the Board; provided, however, that no reimbursements in excess of $100, including payments made in the form of goods and services, may be made to any officer or Board member, unless the Board approves such payments in advance pursuant to Section 47C-3-118(c) of the Condominium Act. The funds of the Association may be retained in whole or in part in cash and/or be invested and reinvested in conservative investments as the Board deems appropriate.

Section 6. Bonds. Fidelity bonds may be required at the discretion of the Board from all officers and employees of the Association and from any contractor handling or responsible for Association funds. The amounts of such bonds shall be determined by the Board. The premiums of such bonds required for officers shall be paid by the Association. All other bonds shall be paid for by the person or business entity bonded.

Section 7. Association Records and Financial Records. The Association shall keep financial records sufficiently detailed to enable the Association to comply with the Condominium Act, the Declaration and these Bylaws. The Board may choose to have the financial records audited by an independent accountant, but an annual audit is not mandatory. Any year that an audit is not obtained, there shall be a financial review of the records by an ad hoc committee appointed by the Board and the results of this review shall be distributed to all Members. All Members of the Association and all mortgagees shall, upon written request, be entitled to inspect all books and records of the Association during normal business hours at the office of the Association or other place designated reasonably by the Board of Directors as the depository of such books and records.

Secton 8. Finance Committee. The Board shall establish a standing Finance Committee that provides recommendations for Board approval on financial matters and financial planning, recommends policies and guidelines to establish financial standards and procedures, oversees audits and financial reviews, coordinates with the Long Range Planning Committee, and assists with annual budget preparation.

 

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Article VII–Committees

 

The Board shall: (1) establish committees from among the Members to assist in the conduct of the affairs of the Association, (2) designate a Board Member as the Board liaison for each committee, (3) appoint the chairs of standing committees to serve for the calendar year and chairs of ad hoc committees to serve until the assigned task is completed, and (4) appoint Members of the committees, or in the Board’s discretion, the committee Members may be appointed by the Board liaison or the Chair of the committee.

 

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Article VIII–Indemnification
of Officers and Directors

 

The Association shall indemnify every officer and director against any and all expenses, including legal fees, reasonably incurred by or imposed upon such officer or director in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, it approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer or director, whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance or malfeasance. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Association shall, as a common expense, maintain adequate general liability and, if obtainable, officers’ and directors’ liability insurance to fund this obligation, and the insurance shall be written as provided in the Declaration.

 

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Article IX–Enforcement Procedures

 

In accordance with Section 47C-3-107A.1 of the Condominium Act, the Board of Directors or its designated representatives or committee shall not impose a fine, suspension of condominium privileges or a charge for damages against an occupant or Unit Owner unless and until the following procedure is followed:

Section 1. Demand. Written demand to cease and desist from an alleged violation of the Declaration, Bylaws, or Rules and Regulations shall be served upon the alleged violator specifying: (i) the alleged violation; (ii) the action required to abate the violation; and (iii) a time period, not less than ten (10) days, during which the violation may be abated without further sanction if such violation is a continuing one or a statement that any further occurrence of the same violation may result in the imposition of sanction, if the violation is not continuing. The Board or its designee may demand immediate abatement in such circumstances which, in the Board’s sole determination, pose a danger or nuisance to safety or property.

Section 2. Notice. Within twelve (12) months of such demand as stated above, if the violation continues past the period allowed in the demand for abatement without penalty, or if the same rule is subsequently violated, the Board may impose a fine or suspension of condominium privileges by giving the violator written notice. The notice shall state: (i) the nature of the alleged violation; (ii) the amount of the fine and/or the type and length of suspension; (iii) that the violator will have the opportunity to be heard by requesting, within ten (10) days from the date of such notice, a hearing before the Board of Directors or its designated committee to contest the fine; (iv) that any statements, evidence and witnesses may be produced by the violator at the hearing; and (v) that all rights to be heard or to have a fine reconsidered are waived if a hearing is not requested within ten (10) days of the date of the notice.

Section 3. Hearing. If the hearing is requested, it shall be held before the Board of Directors or a committee designated by the Board and the violator shall be given a reasonable opportunity to be heard. The Board or designated committee shall render its final decision regarding imposition of the penalty no later than fifteen (15) days after the hearing. The minutes of the meeting shall contain a written statement of the results of the hearing.

 

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Article X–Miscellaneous

Section 1. Notices. All notices, demands, bills, statements, or other communications given or required to be given under the Declaration or these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally on the date so delivered to the Owner’s or occupant’s residence or into the unblocked mail slot provided for each Owner or occupant in the mail delivery area located on Condominium property, or if sent by United States mail, first class postage prepaid, on the date placed in a United States Postal Service depository for delivery:
(a) if to a Unit Owner, or occupant, at the address which the Owner or occupant has designated in writing and filed with the Secretary, or at the address of the Owner as shown in the Buncombe County tax records, if different from the physical address; or, (b) if to the Association or the Board of Directors, at the principal office of the Association.

Section 2. Severability. The invalidity of any part of the Declaration or these Bylaws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of the Declaration or these Bylaws.

Section 3. Captions. The captions herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of the Declaration or these Bylaws or the intent of any provision thereof.

Section 4. Gender and Grammar. The use of the masculine gender in the Declaration or these Bylaws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural, whenever the context so requires.

Section 5. Fiscal Year. The fiscal year shall be the calendar year.

Section 6. Conflicts. In the event of conflicts between the Condominium Act, the Declaration, and these Bylaws, the Condominium Act, the Declaration, and the Bylaws shall control, in that order.

Section 7. Amendment. These Bylaws may be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of the Members holding at least two-thirds of the total vote of the Members. Notice of any meeting at which an amendment will be considered shall state that fact and the subject matter of the proposed amendment. No amendment shall become effective until it is recorded in the Registry of Deeds of Buncombe County, North Carolina. Notwithstanding the above requirements, the Board of Directors or, in appropriate circumstances, the Board President, may adopt, amend, or repeal such bylaws that are necessary to manage the affairs of the Association during an emergency in accordance with Section 55A-2-07 of the North Carolina Nonprofit Corporation Act; provided, however, that any such changes to the bylaws that are made shall be temporary and not remain in effect once the emergeny ends.

 

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