Bylaws

BYLAWS
OF
ASHCREEK PROPERTY OWNERS ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION. The name of the corporation is AshCreek
Property Owners Association, Inc. (the “Association”). The initial principal office of the
corporation shall be located at 4435 Waterfront Drive, Suite 400, Glen Allen, Virginia,
23060, but meetings of members and directors may be held at such places within the
Commonwealth of Virginia as may be designated by the Board of Directors.
ARTICLE II
Section 1. “Association” shall mean and refer to AshCreek Property
Owners Association, Inc., its successors and assigns.
Section 2. “Common Area” shall mean all real property owned by or
any easement conveyed to the Association for the common use and enjoyment of the
Owners.
Section 3. “Declaration” shall mean and refer to the Declaration of
Rights, Easements, Restrictions, Covenants, Affirmative Obligations and Conditions
applicable to all Property in AshCreek (the “Declaration of Restrictions”) to be
recorded in the Office of the Clerk of the County of Hanover, Virginia (the “Clerk's
Office”) as the same is amended from time to time.
Section 4. “Homeowner” shall mean and refer to an Owner who
occupies or acts as a lessor with respect to a dwelling constructed on a Lot.
Section 5. “Atack-Markwood” shall mean and refer to Atack-
Markwood Corporation, a Virginia corporation.
Section 6. “Lot” shall mean and refer to any plot of land shown upon
any recorded subdivision map of the Property with the exception of the Common Area.
Section 7. “Member” shall mean and refer to those persons entitled to
membership as provided for in the Declaration.
2
Section 8. “Owner” shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any Lot which is a part of the
Property, including contract sellers, but excluding those having an interest merely as
security for the performance of an obligation.
Section 9. “Property” shall mean and refer to that certain real property
described in the Declaration of Restrictions and such additions thereto as may hereafter
be brought within the jurisdiction of the Association.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The annual meeting of the Members shall
be held at 7:30 p.m. on the second Tuesday in November of each year at such place to
be determined by the Board of Directors (unless such date falls on a holiday, in which
event the next following weekday not a holiday shall be the date of the meeting).
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 (1/4) of all of the votes of the
membership.
Section 3. 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 fifteen (15)
days and not more than thirty (30) 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 4. Quorum. The presence at the meeting of Members entitled
to cast, or of proxies entitled to cast, one-fourth (1/4) of the votes 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.
3
Section 5. Proxies. At all meetings of Members, each Member may
vote in person or by proxy. All proxies shall be in writing according to an approved
form and filed with the secretary. Every proxy shall be revocable and shall
automatically cease upon conveyance by the Member of his Lot.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The initial Board of Directors and for so long as
less than seventy-five percent (75%) of the Lots located in the Property are owned by
Homeowners, shall consist of three (3) directors appointed by the Declarant, who need
not be Members of the Association. Thereafter there shall be five (5) directors, who need
not be Members of the Association.
Section 2. Term of Office. At the first annual meeting of the
Association after the termination of the Declarant Control Period, the Members shall
elect two directors for a term of one year and three directors for a term of two years;
provided, however, that a designee of Atack-Markwood shall serve as one director
until the sooner of December 1, 2010 or all Lots are sold to Homeowners or the position
is voluntarily terminated. Thereafter, the term of each director shall be for two (2) years,
unless any shall sooner resign, or shall be removed, or otherwise disqualified to serve.
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. Upon the
death, resignation or removal of a director, a successor shall be selected by the
remaining Members of the Board, except in the case of the designee of Atack-
Markwood who shall be replaced by another designee of Atack-Markwood, 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.
4
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of
Directors shall be made by a Nominating Committee. Nominations 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. The Nominating Committee shall be appointed by the Board of
Directors prior to each annual meeting of the members, to serve from the close of such
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 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 may be
made from among Members or Non-Members.
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, in respect of
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.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of
Directors shall be held at least quarterly without notice, at such place and hour as may
be fixed from time to time by resolution of the Board. Should the 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, or by any two directors,
after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business. Every act or decision done or made
by a majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the Board.
5
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have 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 of a Member during any period in
which the 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 sixty (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 Members by other
provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d) Declare the office of a member of the Board of Directors to
be vacant if such member shall be absent from three (3) consecutive regular meetings of
the Board of Directors; and
(e) Employ as 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 fourth (1/4) of the Members who are entitled to vote;
(b) Supervise all officers, agents and employees of this
Association, and see that their duties are properly performed;
(c) As more fully provided in the Declaration, to:
(i) Fix the amount of the annual assessment to every
Owner subject thereto at least thirty (30) days in advance of each annual assessment
period, and
6
(ii) Send written notice of each assessment to every
Owner subject thereto at least twenty (20) days in advance of each annual assessment
period, and
(iii) Foreclose the lien against any Lot for which
assessments are not paid within ninety (90) days after the due date or to bring an action
at law against the Owner personally obligated to pay the same.
(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 maintained.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association
shall be a president, who shall at all times be a Member of the Board of Directors, a
secretary and a treasurer and such 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 an organizational meeting of the Board of Directors, which shall take place within ten
days 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 any shall sooner
resign, or shall be removed, or otherwise disqualified 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.
7
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 or the secretary. Such resignation shall
take effect on the date of receipt of such notice or at 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. Although some of the duties of the officers may be
delegated to a managing agent or other professional, the responsibility for the
delegated duties shall remain those of the respective officer. The duties of the officers
are as follows:
(a) President. 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 and other written instruments and shall co-sign
all checks (unless otherwise delegated to a managing agent) and promissory notes.
(b) Vice President. The vice president, if any, shall act in the
place and stead of the president upon the president's absence, inability or refusal to act,
and shall exercise and discharge such other duties as may be required of him by the
Board.
(c) Secretary. The secretary shall, unless otherwise delegated
by the Board, 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 a seal; serve notice of meetings of the Board and of the Members,
keep appropriate current records showing the members of the Association together
with their addresses, and shall perform such other duties as required by the Board.
(d) Treasurer. The treasurer shall, unless otherwise delegated
by the Board, 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
8
books of account; cause an annual audit of the Association books to be made by a
certified 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
Members at their regular annual meeting, and deliver a copy of each to the Members.
ARTICLE IX
COMMITTEES
The Association shall appoint an Architectural Review Committee and a
Nominating Committee. In addition, the Board of Directors shall appoint other
committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall be subject to inspection
by any Member at all times, during reasonable business hours or at a mutually
convenient time and location upon five days' written notice. In accordance with §55-510
of the Act, books and records kept by or on behalf of the Association may be withheld
from inspection to the extent that they concern: (a) personnel records; (b) an individual's
medical records; (c) records relating to business transactions that are currently in
negotiation; (d) privileged communications with legal counsel; or (e) complaints
against an individual member of the Association. The Association may impose and
collect a charge, reflecting actual costs of materials and labor, prior to providing copies
of any books and records to a member in good standing. The Declaration, the Articles
of Incorporation and the Bylaws of the Association shall also be available for inspection
by any Member at the principal office of the Association, where copies may be
purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
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 Lot against which the assessment is made. In addition to all
assessments, an Initial Working Capital Assessment shall be payable by the initial
Owner at the closing of the first bona fide sale of each Lot. The amount of the Initial
Working Capital Assessment shall be determined by the initial Board of Directors. Any
assessments which are not paid when due shall be delinquent. If the assessment is not
paid within fifteen (15) days after the due date, the assessment shall bear interest from
9
the date of delinquency at the rate of twelve percent (l2%) per annum or the maximum
rate allowed by law, whichever is greater, together with a late charge in the greater
amount of ten dollars ($10.00) or ten percent (10%) of the assessment amount due.
Further, if any Owner fails to pay any installment of its annual assessment within forty
(40) days of its due date, the remainder of the Owner's unpaid annual assessment may,
at the option of the Board, be accelerated and immediately due and payable. In
addition, the Association may bring an action at law against the Owner personally
obligated to pay the same or foreclose the lien against the Lot, and interest, costs, and
reasonable attorney's fees of any such action shall be added to the amount of such
assessment. No Owner may waive or otherwise escape liability for the assessments
provided for herein by non-use of the Common Area or abandonment of his Lot.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its
circumference the words: “AshCreek Property Owners Association, Inc.” (or an easily
recognizable abbreviation thereof).
ARTICLE XIII
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 at least sixty percent
(60%) of all classes of Members present in person or by proxy. Notice for such meeting
shall specifically state the proposed amendment and shall be delivered by regular mail
at least twenty-one (21) and not not more than sixty (60) days before the date of such
meeting.
Section 2. If there is any conflict between the Articles of Incorporation
and these Bylaws, the Articles shall control; and if there is any conflict between the
Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January
and end on the 31st of December of every year, except that the first fiscal year shall
begin on the date of incorporation.
10
IN WITNESS WHEREOF, we, being all of the directors of AshCreek
Property Owners Association, Inc., have hereunto set our hands this 1st day of
December, 1993.
(Director)
Robert M. Atack
(Director)
Cindy L. Sheppard
(Director)
William Stanley