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Heritage Estates ByLaws

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ARTICLE IV MEMBERSHIP AND PROPERTY RIGHTS
Section 1-"Membership", Every Owner of a Lot or Dwelling Unit which is subject to annual dues and assessments shall be a Member of the Association as described in the Restrictive Covenants and Restrictive Agreement affecting Heritage Estates recorded by the Ashe County Register of Deeds, Book 244, Pages 2255-2257, Nov. 8, 1999. Membership shall not and may not be separated from ownership of any Lot or Dwelling Unit subject to annual dues and assessments. The voting rights of the Members shall be as provided by the Declaration.
Comments and Suggested Changes
Section 2-"Property Rights" Each Member shall be entitled to the use and enjoyment of the Common Elements and facilities located thereon as provided in the Declaration. Any Member may delegate his or her (hereinafter referred to as HE, HIS) rights of enjoyment of the Common Elements and facilities to the members of his family, tenants, guests or contract purchasers who reside on his property, provided that he is responsible for any damage to such Common property. Rights and privileges of such delegates are subject to the suspension to the same extent as those of the Members.
Comments and Suggested Changes
ARTICLE V: MEETINGS OF MEMBERS
Section 1-Annual Meeting. The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Association and each subsequent regular annual meeting of the Members shall be held between April 1 and December 31 of each year thereafter.
Comments and Suggested Changes
Section 2-Special Meetings. Special Meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (¼ ) of all the votes of the Membership.
Comments and Suggested Changes
Section 3-Notice of Meeting. 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 pre-paid, at least ten (10) 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 purpose of the meeting. Waiver by a Member, in writing, of the notice required therein, signed by him before or after such meeting, shall be equivalent to the giving of such notice.
Comments and Suggested Changes
Section 4-Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, ten percent (10%) of the votes of the Membership shall constitute a quorum for any action except as otherwise provided in the articles of Incorporation, the Declaration, or these Bylaws. 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.
Comments and Suggested Changes
Section 5-Proxies. At all such 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.
Comments and Suggested Changes
ARTICLE VI BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1-Number. The affairs of this Association shall be managed by a Board of Directors who shall be Members of the Association. The Board of Directors (hereinafter referred to as "The Board") shall consist of nine (9) Members including the Officers.
Comments and Suggested Changes
Section 2-Term of Office. At the first annual meeting the Members shall elect three (3) Directors for a term of one (1) year, three (3) Directors for a term of two (2) years and three (3) Directors for a term of three (3) years; and at each annual meeting thereafter, the Members shall elect three (3) Directors for a term of three (3) years, or until their successors are properly chosen.
Section 3-Removal. Any Director may be removed from the Board with or without cause, by a majority vote of the members of the Association. Any Director may be removed from the Board as a result of violating the Board of Directors Conduct Policy, by a majority vote of the remaining members of the Board.
Comments and Suggested Changes
Section 4-Compensation. No Director shall receive compensation for any service he may render to the Association as a Director. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties on behalf of the Association.
Comments and Suggested Changes
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 approval of a majority of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Comments and Suggested Changes
Section 6-Implied Rights: Board Authority. The Association may exercise any right or privilege given to it's expressly by the Declaration, Bylaws, and Articles or reasonably implied from or reasonably necessary to effectuate any such right or privilege. Except as otherwise specifically provided in the Declaration, Bylaws, Articles, or by law (NC-GS 47F-3-103 at www.ncga.state.nc.us), all rights and powers of the Association may be exercised by the Board without a vote of the membership. The Board may institute, defend, settle, or intervene on behalf of the Association in mediation, binding or non-binding arbitration, litigation, or administrative proceedings in matters pertaining to the Common Elements, enforcement of the Declaration, Bylaws, and Articles, or any other civil claim or action. However, the Declaration, Bylaws, and Articles shall not be construed as creating any independent legal duty to institute litigation on behalf of or in the name of the Association or its members. In exercising the rights and powers of the Association, making decisions on behalf of the Association and conducting the Association's affairs, Board members shall be subject to, and their actions shall be judged in accordance with the standards set forth in Articles IX and X of these Bylaws.
Comments and Suggested Changes
Section 7-Indemnification of Officers. Directors and Others. The Association shall indemnify and shall hold harmless every officer, director and committee member against all damages and expenses, including legal fees, reasonably incurred in connection with any action, suit, or other proceeding; including settlement of any suit or proceeding, if approved by the then Board of Directors to which he may be a party by reason of being or having been an officer, director or committee member, except that such obligation to indemnify shall be limited to those actions for which liability is limited under this Article and North Carolina law. The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made or action taken in good faith on behalf of the Association, except to the extent that such officers or directors may also be members of the Association. The right to indemnification shall not be exclusive of any other rights to which any present or former officer, director or committee member may be entitled. The Association shall maintain adequate general liability and officers and directors liability insurance to fund this obligation, if such insurance is reasonably available.
ARTICLE VII NOMINATION AND ELECTION OF DIRECTORS
Section 1-Nomination. Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations for election to the Board may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more Members of the Association who may or may not be members of the Board of Directors. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating committee shall make as many nominations from the Membership for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such Nominations shall be made from members of the Associations. Directors may be nominated for successive terms.
Comments and Suggested Changes
Section 2-Election. Election to the Board of Directors shall be by secret written ballot. At such election, the Members or their proxies may cast, with respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Comments and Suggested Changes
ARTICLE VIII MEETING OF DIRECTORS
Section 1-Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly, or at such other periodic intervals as may be established by the Board from time to time without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Comments and Suggested Changes
Section 2-Special Meetings. Special meetings of the Board shall be held when called by the President of the ASSOCIATION or by any two Directors after not less than three (3) days notice to each Director.
Comments and Suggested Changes
Section 3-Quorum. A majority of the number of Directors, no less than five Directors, shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors shall be regarded as an act of the Board.
ARTICLE IX POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1-Powers.

The Board of Directors shall have the power to:
a. On behalf of the Association, hold the deed to the Common Elements and Facilities.
b. Adopt and publish Rules and Regulations governing the use of the Common Elements and Facilities and the personal conduct of the Members, and their guests thereon, and to establish penalties for the infraction thereof.
c. Suspend the voting rights and right to use the Common Elements by a member during any period in which such member shall be in default in the payment of any assessment, dues or charge levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for Infraction of published rules and regulations.
d. Exercise for the Association all powers, duties and authority vested or delegated to this Association and not reserved to the Membership by other provisions of these Bylaws, the Articles of Incorporation, and any and all of those powers and other rights granted by the North Carolina Planned Community Act, currently North Carolina Statutes Sections 47F-3-102, including the following:

1) Adopt and amend bylaws and rules and regulations;
(2) Adopt and amend budgets for revenues, expenditures, and reserves and collect assessments for common expenses from lot owners;
(3) Hire and discharge managing agents and other employees, agents, and independent contractors;
(4) Institute, defend, or intervene in litigation or administrative proceedings on matters affecting the planned community;
(5) Make contracts and incur liabilities; the Board may spend up to $1,000.00 without membership approval; (
6) Regulate the use, maintenance, repair, replacement, and modification of common elements;
(7) Cause additional improvements to be made as a part of the common elements;
(8) 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 G.S. 47F-3-112;
(9) Grant easements, leases, licenses, and concessions through or over the common elements;
(10) Impose and receive any payments, fees, or charges for the use, rental, or operation of the common elements other than the limited common elements and for services provided to lot owners;
{11) Impose reasonable charges for late payment of annual dues and assessments, not to exceed the greater of twenty dollars ($20.00) per month or ten percent {10%) of any assessment installment unpaid and, after notice and an opportunity to be heard, suspend privileges or services provided by the association (except rights of access to lots) during any period that assessments or other amounts due and owing to the association remain unpaid for a period of 30 days or longer;
{12) After notice and an opportunity to be heard, impose reasonable fines or suspend privileges or services provided by the association (except rights of access to lots) for reasonable periods for violations of the declaration, bylaws, and rules and regulations of the association;
{13) Impose reasonable charges in connection with the preparation and recordation of documents, including, without limitation, amendments to the declaration or statements of unpaid assessments;
(14) Provide for the indemnification of and maintain liability insurance for its officers, executive board, directors, employees, and agents;
{15) Assign its right to future income, including the right to receive common expense assessments;
{16) Exercise all other powers that may be exercised in this State by legal entities of the same type as the association; and
{17) Exercise any other powers necessary and proper for the governance and operation of the association. {1998-199, s. 1; 2004-109, s. 4; 2005-422, s. 1.) e. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
Section 1-Powers. The Board of Directors shall (see above)
Comments and Suggested Changes
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 any special meeting when such statement is requested in writing by one-fourth (1/4) 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:
1. Fix the annual assessment against each annual assessment period.
2. Send written notice of each assessment to every Lot owner subject thereto at least thirty {30) days in advance of each annual assessment period.
3. Foreclose the lien against any property for which annual dues and assessments are not paid within thirty {30) days after due date or to bring an action at law against the Lot owner personally obligated to pay the same.

d. Issue, or to 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 certificates shall be conclusive evidence of such payment.
e. Procure and maintain adequate liability insurance covering the Association, it's Directors, Officers, agents and employees and to procure and maintain adequate hazard insurance on the real and personal property owned by the Association.
f. Cause all officers or employees having fiscal responsibilities to be bonded, as the Board may deem appropriate.
g. Cause the Common Elements to be maintained.
Section 2-Duties. (See above)
Comments and Suggested Changes
ARTICLE X OFFICERS AND THEIR DUTIES
Section 1-Enumeration of Officers. The officers of this Association shall consist of a President, Vice-President, Secretary, Treasurer and Assistant Treasurer, each elected to serve a one-year term. The President, Vice-President, Secretary, Treasurer and Assistant Treasurer must be members of the Board of Directors.
Comments and Suggested Changes
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.
Comments and Suggested Changes
Section 3-Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Comments and Suggested Changes
Section 4-Special Appointment. The board may elect such other officers as the affairs of the ASSOCIAITON may require, each of whom shall hold office for such period, have the authority, and perform such duties as the Board may, from time to time, determine.
Comments and Suggested Changes
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 by giving written notice to the Board, the President of 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.
Comments and Suggested Changes
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. No two offices 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 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 leases, mortgages, deeds, promissory notes, and other written instruments; and shall co-sign all checks in the event of the absence, disability, or refusal to act of the Treasurer or Assistant Treasurer.
Vice President b. The Vice President shall act in the place and stead of the President in the event of his absence, disability, 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 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 authorize payment of all checks and co-sign promissory notes of the ASSOCIATION; keep proper books of account; and shall prepare an annual budget and 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.
Assistant Treasurer e. The Assistant Treasurer shall co-sign all checks of the ASSOCIATION; shall act in the place and stead of the Treasurer in the event of his absence, disability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
ARTICLE XI COMMITTEES
The Officers -the President, Vice President, Secretary, Treasurer, and Assistant Treasurer will form the Executive Committee. The Board of Directors shall appoint a Nominating Committee, Architectural Review Committee, and Maintenance and Beautification Committee as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as it shall deem necessary, as provided in these articles.
ARTICLE XII RECORDS AND BOOKS
The records, books, and papers of the ASSOCIATION shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation and the Bylaws of the ASSOCIATION shall be available for inspection by any Member at the principal office of the ASSOCIATION, where copies may be purchased at a reasonable cost.
ARTICLE XIII ANNUAL DUES & ASSESSMENTS
As more fully provided in the Declaration, each Member is obligated to pay to the ASSOCIATION annual dues and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any annual dues or assessments which are not paid when due shall be delinquent. If the annual dues or assessment is not paid within thirty (30) days after the due date, the annual dues or assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, 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 annual dues or assessment. No Owner may waive or otherwise escape liability for the annual dues or assessment provided for herein by nonuse of the Common Elements or abandonment of his Dwelling Unit or Lot.
Comments and Suggested Changes
ARTICLE XIV CORPORATE SEAL
The ASSOCIATION shall have a seal in circular form having within its circumference the words: HERITAGE ESTATES PROPERTY OWNER ASSOCIATION, INC., Ashe County, North Carolina.
ARTICLE XV AMENDMENTS
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.
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.
ARTICLE XVI MISCELLANEOUS
The fiscal year ofthe ASSOCATION shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
RESTRICTIVE COVENANTS
Suggested Changes to Restrictive Covenants

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