Article I, Name and Location 

These are the By-laws of the Wolf Laurel Property Owners Association, Inc. (hereafter referred to as “Association”).  It shall embrace the geographical area heretofore known as the Bald Mountain Development Corporation located in the counties of Madison and Yancey, North Carolina.  Hereafter such reference will be the “Wolf Laurel Community”.  The address of the Association shall be 784 Wolf Laurel Road, Mars Hill, North Carolina 28754. 

Article II, Purposes

The Association is formed to serve as the means through which members may express their opinions and wishes and take action with regards to the administration, management and operation of the Association. 

The purposes of the Association include but are not limited to the following:

1. To develop, improve and maintain the overall environment of the Wolf Laurel Community in order to provide safe, healthful and harmonious living and to assure the protection of its natural features for the aesthetic enjoyment of its residents.

2. To promote the collective and individual property and civic interests and rights of all property owners in the Wolf Laurel Community.

3. To take necessary and appropriate measures to promote the general welfare and interests of the property owning residents of the Wolf Laurel Community.

4. To promote and/or arrange social, recreational, and education activities of members.

Article III, Members

All qualified property owners in the Wolf Laurel community shall be eligible for membership in the Association upon payment of annual dues.  Membership shall end when annual dues are not paid and/or members cease to be owners of properties in the Wolf Laurel Community.  

Article IV, Meetings

1. Annual Meeting.  An Annual Meeting of members shall be held for purpose of hearing reports from officers and committees; consideration of appropriate business; and election of and/or report on election of Board of Directors.  The Annual Meeting shall be held during the month of July with the date, time and place determined by the Board of Directors.

2. Special Meetings.  Such meetings may be called by the Board of Directors or may be petitioned by no less than 50 members who hold voting rights.  Such requests shall state in writing the purpose(s) of the proposed meeting.  Business transacted at a special meeting shall be confined to the purpose stated in the request.

3. Notice of Meeting.  Notice of meetings shall be in writing and delivered by mail, in person, or by electronic means.  Notice shall be given not less than fifteen (15) days prior to the date of the meeting.

4. Quorum for Annual/Special Meeting.  Ten percent (10%) of the voting members in attendance, or by proxy, shall constitute a quorum at Annual or Special meetings. 

5. Conduct of Meetings.  “Roberts Rules of Order, Revised” shall govern the conduct of all meetings of members unless as specifically covered by these By-laws or as may be required by the statutes of North Carolina. 

Article V, Voting Rights and Proxies

• Section 1.  Voting Rights

1. Eligibility.  All members in good standing are eligible to vote.

2. Voting Rights.  Each member in good standing shall be entitled to vote on each matter submitted to a vote of the members; provided, however, that each member shall be the sole owner of at least one residential unit or lot in the Wolf Laurel Community.  Where two or more owners share in the ownership of a residential unit or lot, only one vote for such unit will be permitted. 

3. Each member shall be entitled to one vote regardless of the number of properties in which said member may hold titles.

• Section 2.  Proxies

1. A vote may be cast in person or by proxy.  To be valid, proxies must be duly certified in accordance with procedure set forth by the Board of Directors.  A proxy is valid only for the particular meeting for which it was filed.

2. A proxy may not be used in the election of members for Board of Directors.

Article VI, Board of Directors

• Section  1.  The Board.  A Board of Directors shall manage the Association.  They must be drawn from Association members in good standing. 

• Section 2.  General Powers.  The responsibility of the Board shall include, but not be limited to the following:

1. Elect officers of the Association.  Such election to be held at the first meeting of the Board of Directors following the Annual Meeting of the Association.

2. Approve appointment of committees when so designated.

3. Fill any vacancy which might occur on the Board of Directors or of Officers of the Association.

4. Provide for administrative functions related to the Association including but not limited to the entering into contracts, leases, conveyances, deeds and notes not to exceed the budget for the fiscal year.

5. Adopt a budget which details the spending plan for the Association; and provide for an annual audit of income and expenditures.

6. Approve a depository or depositories for Association funds and determine the manner in which drafts and other instruments for the payment and receipt of funds of the Association shall be executed.

7. To do any and all things prudent administration of the Association would require. 

• Section  3.  Number and Term of Office.  The Board shall consist of eleven (11) members elected in staggered terms of six and five members.  They shall serve a term of two years and be eligible for reelection.  No member may serve more than three terms without an interim period of one term. 

• Section 4.  Nomination and Election

1. No less than (3) months prior to the Annual Meeting, the President shall appoint a Nominating Committee of three (3) members.  The committee shall be confirmed by the Board of Directors.

2. The Nominating Committee shall submit its report of nominees to the President at least thirty (30) days prior to the Annual Meeting.  It shall nominate no less a number of nominees than there are vacancies and no more than two (2) nominees for each vacancy.

3. Nominees may also be nominated by petition signed by twenty-five (25) members.  Such nominations must be submitted to the President in accordance with the dates established by the Board of Directors.

4. A ballot containing names of all nominees, in alphabetical order without mention to method of nomination, shall be sent to Association members not less than fifteen days (15) prior to the annual meeting.  The current Board will ensure that biographical information, including the method of nomination, will be included along with each ballot.  Members then will have the option of voting by mail, at the Association office, or at the annual meeting.  Members will have an option to vote by mail at the Association Office prior to the Annual Meeting, or at the Annual Meeting.

5. The President shall appoint an Election Committee to assume responsibility for the conduct of the election and to tally, verify and report the results of the election.

6. The candidates receiving the largest number of votes cast shall be declared elected and, in the case of a tie vote as to the last to be filled, a second ballot shall be held to break the tie and elect the director.  Such ballot to be distributed to voting members in attendance at the meeting at which the election is being conducted.

Article VII, Officers

The officers of the Association shall be a President, Vice President, Secretary, and Treasurer.

Qualifications and Election.  The officers shall be members of the Association and shall be a member of the Board of Directors.  Term of office is for one (1) year.  They shall be elected by the board of Directors at its first meeting following the Annual Meeting.

1. President.  The President shall be the presiding officer with such powers usually vested and prescribed by the Board.  The President shall preside over all meetings of the Board and of the Association.

2. Vice President.  The Vice President shall perform all duties as shall be delegated and shall serve in absence of the President.

3. Secretary.  The Secretary shall be responsible for keeping the minutes of all Association business and serving as the custodian for same.  Although the duties may be delegated, the responsibility for same resides with the Secretary.

4. Treasurer.  The Treasurer shall be responsible for all Association funds; deposit of funds in the approved depository; and pay funds upon request.  A current record shall be maintained which identifies all financial transactions to date by budget category.  The Treasurer shall assume responsibility for development and presentation of the annual budget for Board approval.  Although duties may be delegated, the responsibility for same resides with the Treasurer.

Article VIII, Quorum of the Board

• Section 1.  A majority of the Board membership shall constitute a quorum for the transaction of business.  A quorum being present, a vote of the majority of those present shall constitute the action of the Board except as specifically may be required in other parts of these By-laws. 

• Section 2.  Under exceptional circumstances and at times of the year when it may be impossible to obtain a quorum at a meeting, the President is empowered to poll Board members, electronically or otherwise, on specific matters necessitating action.  In such instances, a vote of a simple majority of Board members shall be required to constitute action of the Association.  A written record of this alternative method of polling shall be maintained and shall reflect the names of the members contacted by the President or designee along with the individual vote or response by the member.  When a quorum cannot be reached in such a manner, votes obtained shall be considered opinion sampling and not binding upon the Association.  

Article IX, Committees

Most Association committees are ad hoc in nature and respond to a specific and temporary need.  There are, however, certain standing committees which are to be constituted each year.  They are:

1. Social/Entertainment Committee.  Appointed by the President and confirmed by the Board.  This committee, largely self-supporting in terms of financing, is charged with the development, promotion, and implementation of various activities which are essentially social in nature. 

2. Nominating Committee.  The Nominating Committee is appointed by the President and confirmed by the Board.  It shall consist of three (3) Association members who are not members of the Board. 

3. Election Committee.  Appointed by the President and does not require confirmation by the Board.  One member, however, must be a current Board member.  The committee is charged with the logistics of conducting all Association elections/referenda.  It shall also serve as a board of tellers in verifying and announcing all election results. 

4. Audit Committee.  Appointed by the President.  This committee shall provide a competent audit of the Association books and report findings of same at the time of the Annual Meeting.

Article X, Fiscal Year

The fiscal year of the WLPOA shall end on December 31.

Article XI, Dues and Assessments

• Section 1.  Annual Dues.  The annual dues shall be set by the Board of Directors. 

• Section 2.  Payments of dues.  Annual dues must be paid by March or within seventy-five (75) days of property closing by first-time property owners. 

• Section 3.  Special Assessments.  Special Assessments may be levied on members of the Association by an affirmative vote of two-thirds (2/3) of the voting members at an Annual Meeting of the Association or ay means of a referendum approved by the Board of Directors. 

• Section 4.  Default in payment.  A member shall be considered in default of payment of dues or assessments after sixty (60) days following due date of dues and/or assessment.  When in default, the member shall be placed on an inactive list and reinstated only when current dues and assessment(s) have been paid in full.

Article XII, Amendments

• Section 1.  Proposing Amendments.  Amendments to the By-laws shall be proposed by either a majority of the Board or by signed petition of no less than twenty-five (25) eligible voters.  The proposed amendment must be reduced to writing and transmitted to each member as part of the notice of any meeting which action on the amendment is to be taken.  

• Section 2.  Adoption of the Amendment.  A resolution adopting a proposed amendment shall be approved by the eligible voters at a meeting of the Association.  Members not present may vote by proxy in accordance with provisions set forth by the Board of Directors.  The amendment shall be deemed adopted if approved by two-thirds (66 2/3%) of the members present.  

An amendment shall be effective upon adoption unless otherwise stated in the resolution adopting the amendment.

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