ARTICLE I
NAME
The name of the corporation is Courtyard at Redfields Homeowners’ Association, Inc. (the “Association”) whose membership is comprised of Owners of Lots in the Courtyard at Redfields subdivision in Charlottesville, Virginia. 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
DEFINITIONS
Section 1. Member. “Member” is defined as any person entitled to membership in the Association, as set forth in the “Declaration.” The Declaration is defined as that certain Second Restated and Amended Courtyard at Redfields Declaration of Covenants, which has been recorded in the Clerk’s Office of the Circuit Court of the County of Albemarle, Virginia, in Deed Book 4265, Pages 502 et seq. on November 27, 2012 and all amendments and annexations thereto (hereafter, “Declaration”).
Section 2. Initially Capitalized Words. Certain initially capitalized words or terms not defined in these Bylaws shall have the same meaning as set forth in the Declaration, the terms of which are incorporated herein by this reference.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The Association shall hold an annual meeting every year, at a time, date and location determined by the Board within the same month of the year of the previous annual 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 Members who are entitled to cast one fourth (l/4) of all of the Class A votes entitled to be cast by the Members.
Section 3. Notice of Meetings. Except as may otherwise be provided in these Bylaws or in the Declaration, 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. A copy of the notice shall be mailed, postage prepaid, (a) if for regular meeting, no less than fourteen (14) days and no more than thirty (30) days before such meeting, (b) if for a special meeting, no less than seven (7) days and no more than thirty (30) days before such meeting, and (c) if for a meeting to act on an amendment to the Articles of Incorporation, a plan of merger, a proposed sale of assets other than in the Association’s usual course of business, or dissolution of the Association, no less than twenty five (25) nor more than sixty (60) days before such meeting, to each Member entitled to vote thereat, addressed to the Member’s address currently appearing on the books of the Association, or supplied in writing by such Member to the Association, for the purpose of notice. This notice shall specify the place, day, and hour of the meeting, and the purpose of the meeting. A Member may waive notice of any meeting by submitting a signed waiver to the secretary or by attendance at the meeting.
Section 4. Order of Business. The order of business at all meetings of the Association shall be as follows, unless otherwise determined by the President or the membership:
a) Roll call and establishment of a quorum;
b) Proof of notice of meeting;
c) Approval of minutes of preceding meeting;
d) Reports of officers and Board of Directors;
e) Reports of committees; discussion of budget, when appropriate;
f) Election of members of the Board of Directors (when so required)
g) Unfinished business; and
h) New business
Section 5. Voting at Meetings. Unless greater than a majority vote is otherwise required by the Virginia Nonstock Corporation Act, the Articles of Incorporation, the Declaration or these Bylaws, the vote, by the Members in person or by proxy of a majority of all eligible votes entitled to be cast at a duly convened meeting at which a quorum is present is required to adopt decisions made at any meeting of the Association.
Section 6. Multiple Votes. When more than one person holds an interest in a Lot (i) the vote for such Lot shall be exercised as the co-owners among themselves determine, but no more votes may be cast with respect to such Lot than have been allocated to such Lot; (ii) if only one co-owner of the Lot casts the votes allocable to that Lot, the presiding officer at the meeting at which such vote is to be cast shall deem that the vote allocable to such Lot is to be cast by such co-owner; and (iii) if the parties together entitled to cast a vote with respect to property in which they hold a co-interest cannot among themselves determine how to exercise such vote, the presiding officer of the meeting at which such vote is to be cast shall disallow the vote with respect to such Lot. Notwithstanding the foregoing, at no time shall there be more than one vote cast per Lot.
Section 7. General Quorum Requirements. At any meeting of Members, the presence at the beginning of the meeting, whether by proxy or in person, of Members entitled to cast fifteen percent (15%) of the votes entitled to be cast by all of the Members shall constitute a quorum for any action except as otherwise provided in the Virginia Nonstock Corporation Act, the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote at the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or be represented. In determining whether quorum exists at any meeting of the Members, the presiding officer, if he or she wishes, shall be entitled to rely upon the representation of the Declarant as to the number of votes it is entitled to at any given time without further inquiry.
Section 8. Proxies. At any meeting of the Association Members may cast their votes in person or by proxy. All proxies shall be signed, in writing and dated. Every proxy shall be revocable and shall automatically terminate (1) upon conveyance by the Member of the Lot to which the vote pertains, or (2) if the Member giving the proxy personally attends the meeting to which the proxy pertains and informs the presiding officer of the meeting that the proxy is revoked.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION, REMOVAL AND COMPENSATION
Section 1. Number and Term. The affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall be comprised of at least three (3) and no more than seven (7) directors. Directors shall be Members of the Association and shall serve for the terms of two (2) calendar years each. Directors’ terms of office shall commence on the First Day of January of the year following the annual meeting at which they were elected. Directors appointed by reason of removal, death or resignation shall serve until the expiration of the term if less than one year and, if there is more than one year remaining on the term, until the next annual meeting at which time the position is to be filled by a vote of the membership for the balance of the term. Directors may be elected for an unlimited number of terms.
Section 2. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee, except that no nomination shall be required where the members of the Board of Directors select a successor pursuant to Article VI, Section 1 (g) of these Bylaws. Nominations may also be made by Members 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 (2) or more Members. The Nominating Committee shall be appointed by the Board of Directors to serve from the close of each annual meeting or until their successors are duly elected, if later. 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 unless, through reasonable efforts, it cannot identify enough viable candidates willing to serve.
Section 3. Election. Election to the Board of Directors shall be by open written ballot. At such election the Members 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.
Section 4. Removal. Any director may be removed from the Board of Directors, with or without cause, by more than fifty percent (50%) of the votes entitled to be cast by all of the Members at a meeting in which a quorum is present. Upon the death, resignation or removal of a director by the Board of Directors as permitted by Article VI, Section 1(g), a successor shall be selected by the remaining members of the Board of Directors and shall serve until the next annual meeting at which time the balance of the term, if any, shall be filled by a candidate elected by the Members.
Section 5. Compensation. Directors shall not be compensated for their services rendered to the Association in their capacity as Directors. As determined by the Board of Directors, a Director may be reimbursed for his actual expenses reasonably incurred in the performance of his duties and for other services provided to the Association.
ARTICLE V
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors may be held as the Board of Directors deems necessary, or as infrequently as quarterly, at such place and hour as may be fixed from time to time by resolution of the Board of Directors. Notice of Board meetings shall be in compliance with the Act.
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 (2) directors, after at least three (3) business days’ notice of the meeting is hand delivered or mailed to each director specifying the time and place of the meeting and the business to be transacted thereat. Notice of special meetings may be waived by submitting a signed waiver to the secretary or by attendance at the meeting.
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 of Directors.
Section 4. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting, including via email communication, that they could take at a meeting by obtaining the written approval of all the directors or pursuant to a telephonic meeting, as permitted by Virginia law. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. In addition to all other powers granted in these Bylaws or in the Declaration, plus all powers conferred by law or inferred from obligations imposed by them, the Board of Directors shall have the power to:
(a) Subject to the provisions of these Bylaws, the Declaration and the Virginia Property Owners’ Association Act, suspend a Member’s voting rights and right to use any of the Common Area 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 for a period not to exceed thirty (30) days for any single and non-recurring infraction of the Courtyard Homes Architectural Review Board Standards (“Standards”) or other published rules and regulations or breach of or default under any of the covenants or provisions contained in the Declaration. If any such infraction, breach or default is continuous or recurring, then such rights may be suspended for a period commencing as of the hearing required under Section 3 of Article X of these Bylaws and ending not more that sixty (60) days after the date such infraction, breach or default ceases or is remedied;
(b) Commence to foreclose the liens imposed by the Declaration against any property within the Development for which assessments are not paid when due or bring an action at law against the Member personally obligated to pay the same, or both. In addition, to the extent permitted by law, the Board may assess a late charge as provided in the Declaration on each assessment or installment thereof not paid within the grace period, if any, permitted for such late payment.
(c) Exercise for the Association the right to maintain, improve or develop the Common Area as provided in the Declaration;
(d) Exercise for the Association the right to dedicate or transfer Common Area (if owned by the Association) to any public agency, authority or utility as provided in the Declaration;
(e) Promulgate rules and regulations governing the use of, and activity upon, the Common Area (if owned or operated by the Association) and with respect to such other areas of responsibility assigned to the Association by the Declaration. All rules and regulations promulgated by the Board of Directors shall be published and distributed to each Member at his record address at least thirty (30) days prior to the effective date of such rules and regulations;
(f) Enforce the decisions and regulations of the Courtyard Architectural Review Board (“CARB”) and the Board by any lawful means;
(g) 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 as determined by a majority of the Board; and
(h) Exercise for the Association all powers, duties and authority (i) vested in or delegated to the Association and not reserved to the Members by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration, and (ii) vested in or delegated to the Board of Directors by other provisions of these Bylaws, the Articles of Incorporation or the Declaration.
Section 2. Duties. In addition to all other duties imposed by these Bylaws or the Declaration, it shall be the duty of the Board of Directors to:
a) Cause to be kept a record of its acts and corporate affairs;
b) Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed;
c) As more fully provided in the Declaration, to:
(i) Fix the amount of the annual assessment, the special assessment, the remedial assessment and other assessments provided for the Declaration to every Member subject thereto; and
(ii) Send written notice of each assessment to every Member subject thereto at the Member’s record address as required by the Declaration;
(d) Provide for the preparation of the disclosure information required by the Act.
(e) Procure and maintain adequate liability and hazard insurance on property owned or leased by the Association and such other additional coverages
as required by the Declaration;
(f) File and adjust all claims arising under such insurance;
(g) Cause all officers, employees or agents having fiscal responsibilities to be bonded, if fidelity bonds are reasonably available, the cost of which bonds shall be common expenses of the Association;
(h) Appoint members of the CARB as provided in the Declaration and appoint a Nominating Committee, as provided in these Bylaws. The Board of Directors may appoint other committees as it deems appropriate in carrying out its duties; and,
(i) Enforce the decisions and regulations of the CARB by any lawful means.
(j) Enforce the provisions of, and comply with, the Articles of Incorporation, Declaration, Bylaws, CARB Standards and Rules and Regulations.
ARTICLE VII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of the Association shall be a president, who shall at all times be a member of the Board of Directors, a vice president, a secretary and a treasurer and such other officers as the Board of Directors may from time to time by resolution create.
Section 2. Election of Officers. An organizational meeting of the Board of
Directors shall be held within thirty (30) days after the annual meeting of the Members. The election of officers shall take place at the organizational meeting.
Section 3. Term. The officers of the Association shall be elected annually by the Board of Directors at such organizational meeting and each shall hold office for one (1) calendar year beginning on the First Day of January in the year following the organizational meeting and ending on the Last Day of December of said year; or, if later, until their respective successors are elected, unless any shall sooner resign, or shall be removed. Officers may be reelected for an unlimited number of terms.
Section 4. Special Appointments. The Board of Directors may elect such other officers as the affairs of the Association may require. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or, if later, such 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 of Directors. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The same person shall be permitted to simultaneously hold more than one of any of the offices described in Sections 1 and 4 or this Article, unless prohibited by the Virginia Nonstock Corporation Act.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The president shall (i) preside at all meetings of the Board of Directors; (ii) see that orders and resolutions of the Board of Directors are implemented; (iii) sign all leases, mortgages, deeds and other written instruments on behalf of the Association; and (iv) sign on behalf of the Association all promissory notes. In addition, the president shall exercise and discharge such other duties as may be required of him by the Board of Directors and shall have all the rights and duties of a president of a nonstock corporation under the Virginia Nonstock Corporation Act.
(b) Vice President. The vice president 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 of Directors.
(c) Secretary. The secretary shall cause the following to occur: (i) record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members, a task which may be delegated by the secretary to a recording secretary; (ii) if required by law, keep the corporate seal of the Association and affix it on all papers requiring a seal; (iii) serve notice of meetings of the Board of Directors and of the Members, (iv) keep appropriate current records showing the Members together with their addresses; and (v) perform such other duties as required by the Board of Directors.
(d) Treasurer. The treasurer shall cause the following to occur: (i) receive and deposit in appropriate bank accounts all monies of the Association; (ii) disburse funds of the Association as directed by resolution of the Board of Directors; (iii) sign all checks of the Association; (iv) keep proper books of account; (v) if required by the Board of Directors, cause an annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year; and (vi) prepare a statement of income and expenditures to be presented to the Members at their regular annual meeting, and deliver a copy of such statements to the Members.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Liability and Indemnification of Officers and Directors. The Association shall indemnify every officer, director and committee member of the Association against any and all expenses, including, without limitation, attorneys’ fees, reasonably incurred by or imposed upon any officer, director or committee member in connection with any action, suit or other proceeding (including settlement of any suit or proceeding if approved by the Board of Directors) to which the officer, director or committee member may be made a party by reason of being or having been an officer, director or committee member of the Association regardless of whether he is an officer, director, or committee member at the time such expenses are incurred. The officers, directors and committee members of the Association shall not be liable to the Members for any mistake of judgment, negligence, or otherwise. The officers, directors and committee members of the Association 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 extent that such officers, directors or committee members are liable as Members) and the Association shall indemnify and forever hold each officer, director and committee member 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, director or committee member of the Association, or former officer, director or committee member of the Association, may be entitled.
Section 2. Common or Interested Directors. The Board of Directors shall conduct itself in accordance with the Virginia Nonstock Corporation Act, if not in conflict with the Declaration and Bylaws.
Section 3. Exculpation of the Association. The Association shall not be liable for injury or damage to any person or property caused by the elements, any Member, or any other person, or resulting from electricity or water, snow or ice upon or which may leak or flow from any portion of any Common Area or from any pipe, drain, conduit, appliance or equipment. The Association shall not be liable to any Member for loss or damage, by theft or otherwise, of articles from any part of the Common Area. No diminution or abatement of any assessments shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to any Common Area or any action taken by the Association to comply with any law, ordinance or with the order or directive of any municipal or other governmental authority.
ARTICLE IX
MANAGEMENT AGENT AND EMPLOYEES
The Board of Directors may, in its sole discretion, engage a management company to act as its agent, or may hire an employee or employees, in carrying out the collection and enforcement of assessments, and such other duties which are regular and prudent to delegate to a management agent. All agreements with a management company or agent shall be written, shall be for terms not exceeding three (3) years and shall contain adequate provisions indemnifying the Association for any wrongful acts of the management agent.
ARTICLE X
ENFORCEMENT
Section 1. Sanctions. The Board of Directors shall have the power to impose the sanctions and remedies made available to the Association or the Board of Directors by the Declaration, these Bylaws, the Act or other laws, upon the violation by a Member of any duty created under the Declaration, these Bylaws, any rules or regulations duly adopted by the Association or the Board of Directors, or the CARB Standards.
Section 2. Notice. Prior to the imposition of any sanction described in Section 1 of this Article, the Board of Directors or its delegate shall serve the alleged violator with written notice of the alleged violation and the Member’s right to a hearing, as required by the Declaration.
Section 3. Hearing. The hearing shall be held before the Board of Directors,
or a tribunal appointed by the Board of Directors, affording the Member a reasonable opportunity to be heard. Prior to the effectiveness of any sanction imposed hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director, or agent who delivered such notice. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board of Directors may, but shall not be obligated to, suspend any proposed sanction if the violation is cured prior to the date of the hearing. Such suspension shall not constitute a waiver of the right to impose sanctions as a result of future violations by any party of the same or other provisions and rules.
Section 4. Exceptions to Notice and Hearing Requirements. The provisions of Sections 2 and 3 of this Article shall not apply to the following sanctions: a) imposition of late payment fees, fines and interest on delinquent assessments; b)the filing of liens for delinquent assessments; c) actions or suits brought to enforce or foreclose liens for assessments; d) the acceleration of the balance of any assessment in connection with the nonpayment of the assessment; and e) unless otherwise required by the Declaration, the enforcement of any provision of the Declaration, these Bylaws, the CARB Standards, or the rules and regulations of the Association, by self-help.
Section 5. Application of Sanctions. Unless expressly limited by the Board of Directors, the sanctions described in this Article shall apply to the violating Member, his family, guests, tenants and other invitees.
Section 6. Additional Enforcement Rights. The Association shall have the right to enforce, by a proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of the Declaration. In any such action, the Member or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorneys’ fees and costs and administrative fees and costs, actually incurred.
Section 7. Non-Waiver. Failure by the Board of Directors to enforce any covenant or restriction contained in the Declaration, the CARB Standards or other rules and regulations adopted by the Association shall not be construed or deemed a waiver of the right to do so thereafter.
ARTICLE XI
BOOKS AND RECORDS
The books and records of the Association shall and upon five (5) business days notice be subject to inspection by any Member in accordance with the Act. Additionally, the Declaration, the Articles of Incorporation and these Bylaws shall be available for inspection by any Member and copies may be purchased at a reasonable cost.
ARTICLE XII
AMENDMENTS AND CONFLICTS
Section 1. Amendment by Members. These Bylaws may be amended: a) at a duly noticed regular or special meeting of the Board of Directors by the affirmative vote of at least two-thirds (2/3) of all of the Directors; or b) at a duly noticed regular or special meeting of the Association’s membership in which a quorum is present by the affirmative vote of at least two-thirds of the Members present at such meeting, in person or by proxy.
Section 2. Conflicts. 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 XIII
FISCAL YEAR
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.
ARTICLE XI
INTERPRETATION
These Bylaws shall be governed and construed in accordance with the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the undersigned President of Courtyard at Redfields Homeowners’ Association, Inc., following the adoption of these Bylaws at a meeting of the Association’s Board of Directors at which a quorum was present and the subsequent amendment of these Bylaws at a meeting of the Association’s Board at which more than two-thirds (2/3) of the Board was present, has hereunto set his hand, on behalf of the Board of Directors for the Association, this _____ day of March, 2014.
_______________________________
Frank T. D’Alessandro, President
CERTIFICATION
I, the undersigned, do hereby certify:
That I am the duly elected and acting Corporate Secretary of Courtyard at Redfields Homeowners’ Association, Inc., a Virginia nonstock corporation; and
That the foregoing Bylaws constitute the original Bylaws of the Association, as duly adopted by a unanimous vote of the Board of Directors thereof on January 12, 2010; as amended by the unanimous vote of at least two-thirds (2/3) of the Board of Directors thereof at a meeting duly called and held on September 1, 2010: and further amended by unanimous vote of at least two-thirds (2/3) of the Board of Directors thereof at a meeting called and held on March 5, 2014.
IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed the seal of the Association this ____ day of March, 2014.
_____________________________(SEAL)
Julia J. Fudala, Corporate Secretary
Courtyard at Redfields Homeowner's Association, Inc. 