BY-LAWS
OF
THE PORT 0F ST. JAMES ASSOCIATION
* * *
Article I
Membership
Section 1. Members shall be owner:
of a lot within the Port of St. James who are subject to payment of annual
assessments, provided that if one lot has common ownership, such ownership
shall constitute only a single member of the Association and provided further
that ownership shall mean legal ownership of the fee or equitable ownership as
land contract vendee, and provided further that no such 1ot shall have more
than one such ownership, and further provided that no interest held as security
only shall constitute ownership under this paragraph.
Section 2. Persons not holding an
interest in any lot at the Port of St. James may become non-voting members of
the Association under terms and conditions prescribed by the Board of
Directors.
Section 3. The rights of
membership are subject to the payment of annual and special assessments. These
rights may be suspended by action of the directors during the period when these
assessments remain unpaid. Upon payment of said assessments, these rights and
privileges shall be automatically restored. Membership rights and privileges
are subject to conduct of each member in accord with the Declaration of
Restrictive Covenants and those reasonable standards determined from time to
time by the Board of Directors.
Section 4. Each member in good
standing shall be entitled to the use and enjoyment of the common properties
and facilities.
ARTICLE 11
Voting Rights
Each 1ot shall be entitled to one (l) vote.
A member shall be entitled to as many votes as the number of lots which he (and
his common owners, if any) owns. Each lot shall have but one (1) vote
irrespective of the number of common owners thereof, which vote shall be cast
as such common owners agree.
Article III
Powers and Duties
The Association shall have the following
supervisory powers and duties which shall be exercised for the mutual benefit
of all members:
To maintain common properties, including
protection of plant and wildlife; to build and/or maintain recreational
facilities; to provide for the erection or maintenance of Gateways, entrances,
or other ornamental features as now exist or hereafter to be erected or
created; to exercise control and maintenance over roads and pedestrian ways as
deemed necessary or desirable; to enforce, either in its own name or in the
name of and real estate owner or owners, as may be necessary, all covenants and
restrictions which have been, are now , or may hereafter be imposed upon any of
the real estate in the Port of St. James, or any additions thereto, further
providing that expenses of these proceedings shall be paid out of the general
funds of the Association.
ARTICLE IV
Membership Meetings
Section 1. Annual Meeting. The annual meeting of the Association
shall be held on the third Saturday in the month of September in each year at
such place and time as the Board of Directors may determine. The annual meeting
shall be for the purpose of electing Directors, presenting committee reports
and for the transaction of such other business as may be indicated in the
notice of the meeting.
Section 2. Special Meetings.
Special meetings may be called by the Board of Directors and shall be called
upon the written request of thirty (30) members to the Secretary, stating the
purpose therefore, within twenty-five (25) days.
Section 3. Notice of the annual
meeting shall be given by mail to the members of r record mailed at least
fifteen (15) days prior to the date thereof. The notice of the annual meeting
shall specify that directors will be elected, and all notices of meetings shall
state the other purposes for which they will be held. The board of Directors
shall establish the date for determining shareholders of record to be notified
of any meeting, but such date shall be within 15 days prior to the date of
mailing of the notice.
Section 4. Quorum. Except as may be
required by Article V, Section 6 of the Declaration of Restrictions, 50 members
of the Association eligible to vote, present in person of by proxy, shall
constitute a quorum at all meetings.
Section 5. Nominating Committee.
A. There shall be a Nominating Committee
consisting of five (5) members. Three (3) members shall be elected at each
annual meeting of the Association; the other two (2) shall be elected by the
Board of Directors from among the directors. A vacancy occurring among the
three (3) members chosen by the Association shall be filled by the remaining
members or member so chosen. A vacancy occurring among the two (2) members
chosen by the directors shall be filled by the directors.
B. The nominating
Committee shall nominate candidates for the Board of Directors to be elected at
the annual meeting and candidates for next year’s Nominating Committee and
shall report such nomination to the Secretary so that notice of the nominees
may be included in the notice of annual meeting.
C. Nominations may be made from the floor
at the annual meeting.
Section 6. The order of business at
the annual meeting shall be as follows:
A. Roll Call.
B. Reading
of the minutes of the previous meeting.
C. Reports of the officers.
D. Reports of the committees.
E. Unfinished business.
F. New business.
G.
Election of Directors and Nominating Committee.
Roberts
Rules of Order shall be followed.
Section 7. Members
may cast their votes either in person or by proxy when duly filed with the
Secretary, providing the member's dues and other assessments are current. The
form of the proxy shall be determined by the Board of Directors.
Section 8. It shall be the duty of the
Secretary to prepare a list of the members entitled to vote at each meeting
against which list all members voting, whether by proxy or in person, shall be
checked.
Section 9. Voting shall be by majority of the
votes present as represented by persons and/or proxies.
ARTICLE V
Directors
Section 1. Number of Directors. The number of
directors which shall constitute the whole Board of Directors shall be not less
than three (3) nor more than nine (9). The first Board of Directors shall
consist of nine (9) directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the Board of
Directors or by the shareholders at the annual meeting. The directors shall be
elected at the annual meeting of shareholders, except as provided in Section 2
of this Article, and each director shall hold office until his successor is
elected and qualified. The first Board of Directors shall be constituted as
follows: three (3) directors with three-year terms, three (3) directors with
two-year terms and three (3) directors with one-year terms; thereafter,
directors shall be elected to terms of three years.
Section 2. Vacancies. Vacancies on the Board of
Directors, including vacancies resulting from any increase in the number of
directors, may be filled by a majority of the directors then in office, though
less than a quorum, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.
Section 2a. A Director who misses two
consecutive meetings without valid excuse shall be considered relieved of
office. Vacancies on the Board created in this manner shall be filled according
to the provisions of Section 2. This, however, does not preclude reappointment
of the same member to the Board.
Section 3. Powers. The business of the
Association shall be managed by its Board of Directors which may exercise all
such powers of the Association and do all such lawful acts and things as are not
by law or by the Articles of Incorporation or by these By-Laws directed or
required to be exercised or done by the shareholders. The powers of the Board
of Directors shall include, but not by way of limitation, the power to
authorize the making and execution on behalf of the Association of any lawful
contracts, and to employ agents, factors, clerks and workmen, to fix their
compensation, to prescribe their duties, to dismiss any employee without
previous notice and generally to control all the affairs of the Association.
Upon a two-thirds (2/3) vote of its membership the
Board of Directors, at a regular or special meeting called for that purpose,
may borrow funds, mortgage, pledge or otherwise encumber the assets of the
Association as security, and as further security said Board may assign the dues
and capital assessments due or to become due the Association.
Section 4. Meetings.
The annual meeting of the Board of Directors shall be held immediately
following the annual meeting of
the shareholders. Other meetings of the Board of Directors shall be held
whenever called by the President or any two (2) directors, at such time and
place as may be specified in the notice thereof.
Section 5. Notice of Meetings. Notice of the
time and place of each annual and special meeting of the Board of Directors
shall be given by mail or telephone at least ten (10) days prior to the time of
holding the meeting. If mailed, such notice shall be deemed to be given at the
time that the same shall be mailed. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice of such meeting.
Section 6. Quorum. At all meetings of the Board
of Directors a majority of the directors shall constitute a quorum for the
transaction of the business, and the act of the majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time without notice other than announcement at the meeting until a quorum shall
be present.
Section 7. Action Without Meeting. Unless
otherwise restricted by the Articles of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board, and such written consent
is filed with the minutes of the proceedings of the Board.
Section 8. Power to Elect Officers. The Board
of Directors may select from its members a President, one or more
Vice-Presidents, a Secretary and a Treasurer. Such officers shall be elected at
the first regular meeting of the Board of Directors following the shareholders’
meeting at which these By-Laws are adopted, and they shall hold their
respective offices until the next annual meeting and until their successors are
elected.
Section 9. Power to Appoint Committees. The
Board of Directors shall constitute and appoint all committees not otherwise
elected by the membership and define the powers and duties of the same and may
ratify and confirm the actions of said committees. Included in the power of appointment
is the power of removal whenever in the judgment of the Board the interests of
the Association will be served thereby. This power of appointment shall
specifically include the Architectural Control Committee pursuant to Article VI
of the Declaration of Restrictions.
Section 10. Audit. The Board of Directors shall
cause the books of the to be audited annually by auditors selected by the
directors, who shall neither be directors nor officers of the Association, and
the report of the auditors shall be available to the members at the office
during reasonable business hours.
ARTICLE VI
Officers
Section 1. President. The president shall be
the chief executive officer of the Association and shall preside at all
meetings of members of the Association and of the Board of Directors. He shall be an ex-officio member of all committees.
Section 2. Vice-Presidents. The
Vice-Presidents, in the order designated at the time of their election, shall
in the absence or disability of the President, perform all duties of the
President, and shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
Section 3. Secretary. The Secretary shall keep
a record of all meetings of the shareholders and of the Board of Directors,
shall be responsible for the maintenance of a list of the entire membership
and, in general, shall perform all duties incident to the office of Secretary
and such other duties as may from time to time be assigned by the President or
the Board of Directors.
Section 4. Treasurer. The Treasurer shall have
charge of the funds of the Association, shall keep full and accurate accounts
of the finances of the Association and shall present an annual report of the
same. The Treasurer shall perform such other duties and have such other powers
as the President or the Board of Directors may from time to time prescribe.
ARTICLE VII
Dissolution
The Association may be dissolved only with the assent
given in writing by members entitled to cast two-thirds of its membership vote.
Written notice of a proposal to dissolve, setting forth the reasons therefore
and the disposition to be made of the assets (which shall be consonant with
Article VIII hereof) shall be mailed to every member at least ninety (90) days
in advance of any action taken.
ARTICLE VIII
Disposition of Assets Upon Dissolution
Upon dissolution of the Association, the
assets, both real and personal of the Association, shall be dedicated to an
appropriate public agency to be devoted to purposes similar to those to which
they were required to be devoted by the Association. In the event that such
dedication is refused acceptance, such assets shall be granted, conveyed and
assigned to any non-profit corporation, association, trust or other
organization to be devoted to purposes similar to those to which they were
required to be devoted by the Association.
ARTICLE IX
Amendments
These By-Laws may be amended, altered, changed, added
to or repealed either by the majority vote of the membership at an annual
meeting or any special meeting called for that purpose, or said By-Laws may be
amended, altered, changed, added to or repealed by the affirmative vote of
two-thirds of the Board of Directors. These By-Laws, however, shall not be
altered, amended or changed so as to increase the dues or assessments of any
member without the affirmative vote of two-thirds of the membership at an
annual meeting or special meeting called for that purpose.
By-Laws adopted by Board of
Directors, March 28, 1971.
Article
V, Section 2a adopted by vote of the membership at Annual Meeting, September
17, 1977.