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Bylaws and Covenants

BYLAWS
OF
STONEBRIDGE PROPERTY OWNERS ASSOCIATION. INC.

ARTICLE I
NAME, LOCATION AND PURPOSE

Section 1. NAME. The name of this incorporated Association is STONEBRIDGE PROPERTY OWNERS ASSOCIATION, INC. (hereinafter referred to as the Association’).

Section 2. LOCATION. The principal office of the Association shall be located in Ashe County, North Carolina. The registered office of the Association required by law to be maintained in the State of North Carolina, may be, but need not be, identical with the principal office.

Section 3. MAILING ADDRESS. The mailing address of the Association shall be at such location or locations as the Board of Directors of the Association may designate or as the affairs of the Association may require from time to time.

Section 4. PURPOSE. The purposes for which the Association is formed are:

  1. to manage, maintain, care for, repair, and improve, as necessary, the roads in all phases of the Stonebridge Development located in Ashe County, North Carolina;
  2. to manage, interpret and enforce, as necessary the restrictive covenants, which are attached hereto as Exhibit ‘A‘, that apply to properties located in the Stonebridge Development:
  3. to establish, fix, levy, assess, collect and disburse such dues, special assessments and/or charges as may be necessary in order to perform the purposes that are set forth in this Section.

ARTICLE II
DEFINITIONS

Section 1. “ASSOCIATION’ shall mean and refer to the Stonebridge Property Owners Association, Inc., its successors and assigns.

Section 2. ” OWNER” shall mean and refer to the property owner of record, whether one or more person or entities, of a fee simple title to any lot that is part of the development Properties.

Section 3. ‘PROPERTIES” shall mean and refer to all lots, tracts and parcels of real property located in the Stonebridge Development in Ashe County, North Carolina that are subject to a common set of restrictive covenants, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 4. ”LOT” shall mean and refer to any plot of land that is a part of the Properties as shown on the subdivision or development plats or maps of the Stonebridge Development.

ARTICLE III
MEMBERSHIP AND VOTING RIGHTS

Section 1. MEMBERSHIP. The members of the Association shall be every owner of a lot or lots, subject to the restrictive covenants that apply to the Stonebridge Development.

Section 2. SUSPENSION OF VOTING RIGHTS. The Board of Directors of the Association may suspend any person from membership in the Association during any period of time when such person is in default of any of his or her membership obligations, including without limitation the failure to pay any dues or special assessments, provided that such default has continued for a period of 15 days after written notice of default to such member.

Section 3. VOTING CLASSES. There shall be only one class of voting membership in the Association.

Section 4. VOTING RIGHTS. The members of the Association shall have the right to vote for the election and removal of Directors, and upon other matters with respect to which a vote of the members is required, or under the provisions of the General Statutes of North Carolina. All voting shall be on the basis of one vote per each lot owned by a member of the association.

ARTICLE IV
MEETINGS OF MEMBERS

Section 1. ANNUAL MEETING. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and annually thereafter. The annual meeting will be scheduled in the summer months, to include June, July, or August, to allow maximum participation of the members.

Section 2. SPECIAL MEETINGS. Special meetings of the members may be called by the President of the Association or by a majority of the Board of Directors, or upon written request of ten percent (10%) of the members of the Association.

Section 3. MEETING LOCATIONS. The Board of Directors may designate any location within Ashe County, North Carolina, as the place for any annual meeting or special meeting. Special meetings called as a result of a written request by ten percent (10%) of the members may be held in an Ashe County location as designated by the members making the request.

Section 4. NOTICE OF MEETINGS. A written notice stating the location, date, and time, and the items on the agenda, including the specific nature of any proposed amendments to the Bylaws, any budget changes, and any proposal to remove a director or officer, of each meeting shall be mailed or delivered to each member of the Association not less than 10 days nor more than 60 days before the date of the meeting. These notices, delivered either personally or sent prepaid by United States mail to the mailing address of each member of the Association, will be at the direction of the Board of Directors, the President or the Secretary of the Association. The mailing address used for each of the members will be as shown on the records of the Association or to any other mailing address designated in writing by the member to the Secretary of the Association.

Section 5. INFORMAL ACTION BY MEMBERS. No actions required or permitted by law shall be taken without a meeting unless a consent, in writing. setting forth the action to be so taken, shall be signed by sixty-seven percent (67%) of the members of the Association. Such consent shall be filed with the Secretary of the Association as part of the Association records.

Section 6. QUORUM. Members or proxies constituting one-fifth (1/5) of the membership must be present at the beginning of a meeting to constitute a quorum throughout any meeting. In the event business cannot be conducted at any meeting because a quorum is not present, that meeting may be adjourned to a later date by the affirmative vote of a majority of those present in person or by proxy, with notice of the new meeting to be provided to the membership of the Association in accordance with Section 4 of this Article.

Section 7. MANNER OF ACTING. Except as otherwise required by these Bylaws or by the requirements of North Carolina law, any act approved by a majority of the votes of the membership present in person or by proxy at a meeting at which a quorum is represented, shall be the act of the members.

Section 8. PROXIES. Votes allocated to a lot may be cast at a meeting pursuant to a written proxy duly executed by a lot owner and filed with the Secretary of the Association so long as the such proxy has been filed at least three (3) days before the scheduled meeting. A lot owner may not revoke a proxy except by actual notice of revocation in writing delivered to the person presiding over the meeting at least three (3) days before the scheduled meeting. A proxy is void if it is not signed and dated. A proxy terminates eleven (11) months after its date, unless it specifies a shorter term, or automatically upon the sale by a member of the member’s lot.

Section 9. CONDUCT OF MEETINGS. The Board of Directors way make such regulations as they deem advisable for any meeting of the members, including proof of membership in the Association, evidence of the right to vote, and verification of vote count. Such regulations shall be binding upon the Association and its members.

ARTICLE V
DIRECTORS

Section 1. GENERAL POWERS. The affairs of the Association shall be managed by its Board of Directors. Meetings of the Board of Directors shall be open to all members of the Association.

Section 2. NUMBER AND TENURE. The number of directors shall initially be seven (7). The number of directors may be changed at an annual meeting at which a quorum is present by a vote of sixty-seven percent (67%) of those members of the Association present either in person or by proxy. During the first year, directors will serve a one year term. At the second annual meeting at the Association the members shall elect three (3) Directors for a term of one (1) year and tour (4) directors for a term of two (2) years. At each annual meeting thereafter, the members shall elect the number of directors necessary to fill vacancies due to the expiration of terms, Excluding the first year, individual Directors may not be elected for more than two (2) consecutive terms.

Section 3. VACANCY. Any vacancy occurring on the Board of Directors shall be tilled by a majority vote of the remaining members of the Board of Directors. Any Director so elected shall serve as such until the expiration of the term of the Director whose position was titled.

Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least semi-annually, at such time and place designated by the Board members. Meetings may also be conducted via telephone conference calls.

Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at the request of the President, or any two members of the Board of Directors, by giving notice as outlined in Section 6 of this Article V.

Section 6. NOTICE. Notices of any meeting of the Board of Directors shall be given to each director, through any means that is reasonably anticipated to provide actual notice, at least 7 days prior to the meeting date. Any director may waive notice of any meeting before or after the time of the meeting. The purpose of the meeting or the business to be transacted shall be specified in the meeting notice.

Section 7. QUORUM. A majority of the number of Directors shall constitute a quorum for the transaction of business at a meeting.

Section 8. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. COMPENSATION. Directors shall not receive any salaries for their services, but any Director may be reimbursed for actual expenses incurred in the performance of duties, with approval at the other Board members.

Section 10. INFORMAL ACTION BY DIRECTORS. Any action required or permitted by law to be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the Directors. The written consents shall be filed with the Secretary of the Association as part of the corporate records.

Section 11. REMOVAL OF DIRECTORS. Any director may be removed from the Board of Directors, with or without cause. by a majority vote of the members of the Association at any meeting of the Association at which a quorum is present.

ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section I. POWERS. The Board of Directors shall have the power to:

  1. Exercise for the Association all powers, duties and authority vested in or delegated to the Association, and not reserved to the membership by other provisions of these Bylaws, the Association’s Articles of Incorporation, or by North Carolina law.
  2. Employ independent contractors, or other such employees as they deem necessary, and to prescribe their duties, for work approved by and done on behalf of the Association, to be conducted within the development. Such work shall include the maintenance of the roads.
  3. Purchase adequate liability and hazard insurance for the general protection of property owners and for the indemnification of the Directors and Officers of the Association.
  4. Purchase adequate bond insurance for the Treasurer of the Association.
  5. Suspend the voting rights of any member of the Association during any period in which such member shall be in default of any of his or her membership obligations, including without limitation the failure to pay any dues or special assessments, provided that such default has continued for a period of 15 days after written notice of default to such member.
  6. Declare the office of a Director to be vacant in the event such Director shall be absent from three (3) consecutive meetings of the Board of Directors.
  7. Determine in which banks, trust companies, savings banks, or savings and loan associations the monies of the Association will be deposited, and specify by resolution which Officers of the Association are authorized to sign checks, drafts or other orders for payment of funds from said accounts.

Section 2. DUTIES. The duties of the Board of Directors include, but are not limited to, the following:

  1. Maintain a complete record of all its acts and corporate affairs, and to present a statement thereof to the members at the annual meeting, or at any special meeting when such statement is requested in writing by a majority of members entitled to vote.
  2. Supervise all contractors, officers, employees and agents of the Association and to see that their duties are properly performed.
  3. Propose annually the amount of dues to each lot owner, to be affirmed by a vote of the majority of those members of the Association present in person or by proxy at a meeting of the membership at which a quorum is present.
  4. Send written notice of the amount of annual dues to every lot owner.
  5. Send written notice to each lot owner if any special assessments related to the maintenance of Stonebridge Development roads are recommended or required. Special assessments must be approved by a vote of the majority of those members of the Association present in person or by proxy at a meeting of the membership at which a quorum is present.
  6. Enforce, in accordance with North Carolina law, the collection of unpaid dues or special assessments.
  7. Ensure that the Stonebridge Development restrictive covenants are maintained and enforced.
  8. Cause the roads in the Stonebridge Development to be adequately maintained and repaired, as necessary, and improved, as appropriate.
  9. Issue, or cause an appropriate officer to issue, upon request by any person, a certificate or other writing setting forth whether or not any dues or special assessments have been paid. A reasonable charge may be made by the Board for the issuance of such a certificate or other writing. If a certificate or other writing states that any dues or special assessments have been paid, such certificate or other writing shall be conclusive evidence of such payment.

Section 3. LOANS. The Association may not lend money to or guarantee the personal obligation of a Director of the Association.

ARTICLE VII
OFFICERS

Section 1. OFFICERS- The Officers of the Association shall be a President, a Vice President, a Secretary. and a Treasurer and such other Officers as the Board may from time to time by resolution create. The President and Vice-President shall be elected from the members of the Board of Directors of the Association. Other Officers may be, but need not be, Directors of the Association.

Section 2. ELECTION OF OFFICERS. The election of Officers of the Association shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

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 or she shall resign, shall be removed, or otherwise become 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.

Section 5. RESIGNATION AND REMOVAL. Any Officer may be removed with or without cause by the Board of Directors. Any Officer may resign at any time 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 at 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 or she replaced.

Section 7. MULTIPLE OFFICES. Any two or more offices may be held by the same person. except the offices of President and Secretary.

Section 6. DUTIES. The duties of the Officers of the Association are as follows:

  1. PRESIDENT. The President shall be the principal executive officer of the Association. The President shall preside at all meetings of the Board of Directors and of the membership of the Association; shall see that orders and resolutions of the Board are carried out; shall sign all contracts for services approved by the Board and may co-sign all checks issued on behalf of the Association.
  2. VICE-PRESIDENT. The Vice-President shall act in the place and stead of the President in the event of the President’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board.
  3. SECRETARY. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the membership of the Association: 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 membership of the Association; keep appropriate current records showing the members of the Association together with their addresses; and shall perform such other duties as may be required by the Board.
  4. TREASURER. 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 sign all checks of the Association; keep proper books of account, prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and shall perform such other duties as may be required by the Board.

Section. 9. LOANS. The Association may not lend money to or guarantee the personal obligation of an Officer of the Association.

ARTICLE VIII
CONFLICTS OF INTEREST

A contract or transaction between the Association and one or more of its Directors or Officers or between the Association and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers are directors or officers, or have a financial interest, shall not be void or voidable solely for such reason, or solely because the Director or Officer is present at or participates in the meeting of the Board of Directors at which the contract or transaction is authorized, or solely because the Director’s or Officer’s vote is counted for that purpose, if:

  1. The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum; or
  2. The contract or transaction is fair as to the Association as of the time that it is authorized, approved, or ratified by the Board.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes the contract or transaction. All contracts or transactions that involve any party that has a potential conflict, as described above, shall be reviewed by the Board of Directors at least annually for continued compliance with the provisions of this Article.

ARTICLE IX
COMMITTEES

Section 1. ROAD MAINTENANCE AND REPAIR COMMITTEE. The Board of Directors shall appoint a committee to advise and assist the Board in fulfilling its duty to maintain, repair and improve, as appropriate, the roads in Stonebridge Development.

Section 2. COVENANTS REVIEW COMMITTEE. The Board of Directors shall appoint a committee to advise and assist the Board in fulfilling its duty to ensure that the Stonebridge Development restrictive covenants are maintained and enforced.

Section 3. SPECIAL COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more other committees and set out the duties of each committee.

Section 4. MEMBERS OF COMMITTEES. The number of individuals that will serve on a committee and the names of those individuals shall be determined by the Board. Each committee shall have at least one Director as a member.

Section 5. RULES. Each committee may adopt rules for conducting its business as long as these are not inconsistent with the terms of the resolution or resolutions of the Board that created the committee.

ARTICLE X
BOOKS AND RECORDS

The books, records, and papers of the Association Records shall be maintained and kept at a place to be determined by the Board of Directors, and shall at all times be subject to inspection by any member of the Association with reasonable notice made in writing- The Articles of Incorporation, Bylaws, and other related documents shall also be available for inspection by any member upon written request to the Board of Directors.

ARTICLE XI
RECORD OF LOT OWNERSHIP

All lot owners shall be duly recorded by name and address, and the record of lot owners shall be maintained by the Secretary of the Association.

ARTICLE XII
ANNUAL DUES AND SPECIAL ASSESSMENTS

Each member is obligated to pay to the Association the annual dues and any special assessments related to the maintenance of Stonebridge Development roads that are approved by the Membership in accordance with the requirements set forth in these Bylaws. Annual dues shall be for the fiscal year of the Association and are due and payable on the July 1fl of each year or thirty (30) days from the date a written notice of the amount of dues that are owed is sent to the members of the Association by the Board of Directors, whichever is later. All annual dues and any special assessments are secured by a continuing lien upon the property against which the dues or special assessments are made. Any dues or special assessment that are not paid within thirty (30) days when due shall be delinquent and shall bear interest from the date of delinquency at the rate of twelve percent (12%) per year. The Association may bring an action at law necessary to collect any unpaid dues or special assessments, including all interest due and the costs and expenses of collection. including reasonable attorney’s fees. The Association may enforce, pursuant to North Carolina law, a lien against any property for which dues or special assessments are not paid. A record of dues or special assessments payments shall be maintained by the Treasurer of the Association-

ARTICLE XIII
LIABILITY LIMITS; INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE

Section 1. LIABILITY LIMITS. No Association Director, Officer, agent or employee shall be personally liable for debts contracted for or otherwise incurred by the Association or for a tort of another Association Director, Officer, agent or employee, whether or not such other Director, Officer, agent or employee was acting on behalf of the Association or otherwise. No Director, Officer, committee member, agent or employee shall be personally liable for any damages, incidental, consequential or otherwise, for any act or failure to act in connection with the inspection, maintenance, repair and/or improvement of the roads located within the Stonebridge Development.

Section 2. INDEMNIFICATION. The Association shall indemnify and defend all Directors. Officers. committee members, agents or employees from and against any and all loss, cost, expense, damage, liability, action or cause of action arising from or relating to the performance of such individuals of their duties and obligations on behalf of the Association except for any such loss, cost, expense, damage, liability, action or cause of action resulting from the willful misconduct of the person to be indemnified.

Section 3. SCOPE OF THIS ARTICLE. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute. Bylaw, agreement, vote of the Association members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, committee member, agent or employee and shall inure to the benefit of the heirs. executors and administrators of such a person. Nothing contained in this Article or elsewhere in these Bylaws shall operate to indemnify any Director, Officer, committee member, agent or employee if such indemnification is for any reason contrary to any applicable state or federal law.

Section 4. INSURANCE. The Association shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, committee member, agent or employee of the Association against any liability asserted against such person and incurred by him or her in such capacity, or arising out of that person’s status as such, whether or not the Association would have the power to indemnify him or her against such liability. The Association’s indemnity of any person who is or was a Director, Officer, committee member, agent or employee of the Association shall be reduced by any amounts such person may collect as indemnification under any policy of insurance purchased and maintained on his or her behalf by the Association.

Section 5. RELIANCE UPON PROVISIONS. Each person who shall act as Director, Officer, committee member, agent or employee of the Association shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.

Section 6. AMENDMENT OR REPEAL All rights of indemnification under this Article shall be deemed a contract between the Association and the person entitled to indemnification under this Article pursuant to which the Association and each such person intend to be legally bound. Any repeal, amendment, or modification hereof shall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures to act occurring prior to such change.

ARTICLE XIV
GENERAL PROVISIONS

Section 1. AMENDMENTS. The Bylaws may be amended, at a regular or special meeting of the members of the Association, by a vote of sixty-seven percent (67%) of those members present either in person or by proxy at which a quorum is present, provided proper notice of any proposal to amend the Bylaws has been provided to the members as required by Section 4 of Article VI of these Bylaws.

Section 2. CONSTRUCTION. In the case of any conflict between the Articles of Incorporation of the Association and these Bylaws. the Articles shall control. In the case of any conflict between the restrictive covenants that apply to properties located in the Stonebridge Development and these Bylaws. the restrictive covenants control. In the case of any conflict between these Bylaws and the provisions of North Carolina law as set forth in the North Carolina Planned Community Act. the provisions of said Act control.

Section 3. SEAL. The corporate seal of the Association shall be chosen and adopted by the Board of Directors of the Association.

Section 4. FISCAL YEAR. The fiscal year of the Association shall run from July 1 of each year through June 30 of the following year.

EXHIBIT “A”

RESTRICTIVE COVENANTS

  1. Any building or construction must be approved by the property owners association as it has now been formed.
  2. No recreational vehicles (campers, tents) may be kept on the property for more than thirty (30) days.
  3. The property owners association shall maintain the roads in good condition, including responsibility for all road maintenance and upkeep. Each owner shall pay a pro-rated share for said expenses to the association.
  4. The property shall be used for residential purposes only.
  5. There shall be no outside toilets on the premises.
  6. No house shall contain less than 660 square feet of living space, which shall not include garages, carports or porches.
  7. No cement, cinder or other type blocks shall be showing on any houses on the front or sides.
  8. No house shall have rolled brick or other artificial siding.
  9. No junk cars or other types or kind of salvage may be located on the property.
  10. No house trailers shall be located upon the property, including double-wide, modular, etc.
  11. All houses shall have a four-wall foundation.
  12. There shall be no livestock kept on the property such as horses, cows, pigs, chickens, goats, and geese, excluding household pets such as dogs, cats, and small birds.
  13. No living trees, which are seven (7) inches in diameter at stump level, shall be cut from the subject premises without the written permission of the property owners association as it has now been formed.

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