- 2015 Bylaws (395 Downloads)
Lake Front Royal Property Owners Association, lnc.
Approved September 2015 (Annual Meeting)
Article l - Name and Definitions Article
Article ll -Purposes and Powers
Article Ill -Membership
Article IV - Voting Rights
Article V- Board of Directors Powers and Duties
Article VI - Directors' Meeting
Article Vll - Officers
Article Vlll - Committees
Article IX - Corporation Membership Meetings
Article X -Fees, Financial Dates and Periods
Article XI - Emergency Reserve Fund
Article XII - Corporation Seal
Article XllI - Repeal, Adoption and Amendments
Article V IX -Reserved
Article 1 - Name and Definitions
Section I - The name of this organization shall be Lake Front Royal Property Owners Association, Incorporated hereinafter called the Corporation.
Section 2 - The Articles of Incorporation of this Corporation, approved January 8, 1974 by the Virginia State Corporation Commission shall hereinafter be called the Articles .
Section 3 -The Protective Covenant, Condition s, reservation, and Restriction s, Lake Front Royal , September 2, 1992, and of record in the office of the Clerk of the Circuit Court of Warren County, Virginia, as running with and binding the land, shall hereinafter be called the covenants.
Section 4 -The Rules and Regulations, and Architecture Guidelines, are two documents separate from but empowered by these by-laws and the Covenants, and are running with and binding the land, and may be amended from time to time by the Boards of Directors and the appropriate Committee on the Board of Directors.
Section 5 - A majority vote is defined as 1 vote more that 50% of the votes cast.
Article II - Purposes and Powers
Section I -The Purposes and powers of this Corporation are as stated in Articles 1, 2, and 3 of the Articles and as stated in the Covenants.
Section 2 - The Corporation is bound by the current Virginia Property Owners Associate Act. The Lake Front Royal Property Owners Association does not supersede Virginia Law.
Article III - Membership
Section I - Requirements for membership in the Corporation are as stated in Section (c) of the Articles relating to maintenance fees having been consummated, the provision of theArticles pertinent to membership are here by placed in force.
Section 2 - Membership voting rights shall be automatically suspended when a member is in arrears as to payment of maintenance or any other fees owed to the corporation .
Section 3 - When the Board of Directors establish and publish rules and regulation s governing the use of common properties and facilities and t e personal conduct of any persons thereon, they may at their discretion suspend the membership rights and privileges of any person for violation of such rules and regulation by the person, a member of the family or his guest, for a period not to exceed thirty (30) days. At its discretion, the Board of Directors may enforce such suspensions, if violated, by preferring charges or unlawful trespass in the appropriate court against the offender.
Section 4 -A member in good standing is a member who is current with payment owed to the Corporation and who is not under suspension under any of the provisions of the Articles .
Article IV - Voting Rights
Section 1- The voting rights of members are defined in Article III of the Articles.
Section 2- Voting rights may be exercised only by members in good standing.
Article V- Board of Directors Powers and Duties
Section I -The establishment, initial composition, terms of office of directors, and authority to manage the affairs of the Corporation are established in Article V, Section 6 and Article VII, Section 3 of these by-laws.
Section 2 -The number of Directors constituting the Board of Directors shall be seven. Each director shall serve a two-year term . There shall be three vacancies on the odd years and four vacancies on the even years.
Section 3 - Vacancies occurring in the Board of Directors after the annual meeting shall be filled by a majority vote of the remaining Directors. A Director so elected shall hold office during the un-expired term of this predecessor .
Section 4 - Nominations of candidates to fill the three or four regular annual vacancies for two-year terms on the Board of Directors shall be made by the Nominating Committee (see Article VII, Section 6 of these by-laws) .
Section 5 - Annual elections to the Board of Directors shall be by those members present at the annual meeting or having cast an absentee ballot. Only votes cast by members in good standing will be counted . Members shall be entitled to one vote for each Jot in which they hold the interest required for membership .
Section 6 -The Board of Directors shall have the authority to : (a) call special meetings of Corporation members whenever it deems necessary and shall call such meetings upon written petition of one tenth (1/10) of the Corporation membership as further provided in Article DC of these by-laws ; (b) to appoint and remove for cause all officers, committees and committee members, agents and employees of the Corporation , prescribe their duties, fix their compensation , if any, and require of them such security or fidelity bond as it may deem expedient ; (c) to contract with any person, firm, association, corporation or government agency for the accomplishment of any portion of the Corporation's purposes ; (d) to determine, in accordance with Article 4 of the covenants and Articles 3 and 5 of the Articles, levy assess and collect fees owed by members and other owners of property in Lake Front Royal; (e) to enforce the provisions of the Covenants; (f) to adopt and publish rules and regulations governing the use of common properties and facilities and conduct of persons thereon; (g) to exercise for the Corporation all powers, duties, and authority vested in or delegated to the Corporation except such as may be reserved to the membership by the Articles, the Covenants, and the by-laws ; and (h) in the event of three absences by any member of the Board of Directors, to declare the office of said Director vacant during the meeting at which such third absences shall occur, excused absences expected .
Section 7 -The Board of Directors shall not have the authority to levy special assessments, special assessments must have the approval of a majority of votes cast in person or by mail ballot, at a meeting called for that reason, as set out in article 1 section 5 (21 September 2002).Section 8 - It shall be the duty of the Board of Directors: (a) to cause to be kept a complete record of all its acts and corporate affairs and to provide a newsletter with the annual financial statement to all Lake Front Royal property owners, together with their annual bill for fees due; (b) to supervise all officers, agents, employees and contractors and to see that their duties are properly performed, (c) to cause to be maintained a roster of all owners of real property in Lake Front Royal together with an identification of the property owned by each; (d) to make any and all records of the Corporation available for inspection by any Corporation member at any reasonable hour; and (e) to cause to be prepared and approved a budget prior to the new fiscal year (January I through December 31).
Article Vl - Directors' Meeting
Section 1 - A regular meeting of the Board of Directors shall be held no less frequently than quarterly, time and place to be decided by the President.
Section 2 - Executive meetings of the Board of Directors shall be held when called by any officer of the Corporation who is a member of the Board or by any two members of the Board provided that either ten (I 0) or more days notice of such Executive meeting has been given to each board member or that each such member has waived the ten day notice requirement.
Section 3 - An affirmation vote of a majority of the Board of Directors who constitute a quorum for the transaction of business shall decide questions at board meetings . A quorum shall consist of five (5) members of the Board .
Article VII - Officers
Section I - The officers of the Corporations shall be a President, a Vice-President, a Secretary, and a Treasurer. The Officers shall be members of d1e Board of Directors.
Section 2 -The officers shall be chosen annually by majority vote of the Directors at the first Board
meeting after the annual elections, and shall then assume office immediately .
Section 3 - All Officers shall hold office for one year or until their successors have been duly elected . No officer shall hold the same office for more than two (2) successive years except that by a two-thirds affirmative vote of all directors an officer may be continued in office for a greater number of successive terms.
Section 4 -The President shall preside at all meetings of the Board of Directors and at all meetings of the Corporation membership ; shall see that orders are implemented ; shall sign or countersign all notes, leases, mortgages, deeds and other written instruments binding the Corporation ; and shall perform such other Corporation function as are ordinarily perfom1ed by the Corporation President Note: Checks may be countersigned by ANY other offices in addition to the Treasurer.
Section 5 -The Vice-President shall perform all the duties of the President in his/her absence and shall serve as Chairperson of the Articles, Covenants, and by-laws Committee (See Article VIII, Section 3).
Section 6 -The Secretary shall act as secretary at all meeting of the Board of Directors and of the Corporation members; shall keep the minutes thereof in a proper book or books to be provided for that purpose ; shall maintain custody of the official copies of the Corporation Charter, Articles, Covenants, by laws and the corporation Seal; shall maintain a current roster of all Corporation members and d1eir last know addresses; shall keep the records of the owners of real property in Lake Front Royal ; shall see that all notices requires by the Corporation are duly provided or served unless otherwise provided ; shall place d1e Corporate Seal upon and countersign all documents requiring such action ; and shall perform all other duties incident to the Office of Secretary.
Section 7 -The Treasurer shall receive and deposit in the name of the Corporation in appropriate bank accounts all monies of the Corporation and shall disburse such funds as directed by a resolution of tl1e Board of Directors , or verified by a voucher signed by an appropriate Committee Chairperson for expenditures within the budget approved by the Board of Directors. The Treasurer and another officer shall sign all checks and notes of the Corporation . The Treasurer shall keep proper books or accounts and submit them for annual review by the members; shall submit current financial status reports to each regular meeting of the Board of Directors and at the annual meeting; shall maintain a roster of all owners of real property in Lake Front Royal together with their names, last known addresses, and number of lots of other properties owned; shall prepare and forward to each such property owner each year a statement of fees owed to the Corporation, together with a summary financial statement for the preceding fiscalyear ; maintain a record of fees paid to the Corporation by each property owner; and shall perform such other duties as are normally associated with the position of Treasurer. The position of the treasurer shall be bonded .
Article VIII -Committees
Section I -The Standing Committees of the Corporation shall be:
The Architectural Committee
The Article, Covenants, and by-laws Committee
The Roads Committee
The Buildings, Grounds, and Safety Committee
The Nominating Committee
Temporary Committee(s) (Optional)
Section 2 -The Architectural Committee shall be composed of a Director to be Chairperson elected by the Board of Directors and not more than two (2) other Corporation members selected by the Board on recommendation of the Chairperson. Its function shall be to draft and make a continuing study of the Architectural Guidelines to make revisions in the best interest of the Corporation members. The Architectural Committee will enforce these guideline and initiate any actions necessary for this purpose.
Section 3 -The Articles, Covenants, and by-laws Committee shall consist of the Vice-President as Chairperson and not less than two (2) other Corporation members elected by the Board of Directors on recommendation of the Chairperson. its functions shall be to make a continuing study of the Articles, Covenants, and by-laws so as to develop any changes necessary for the best interest of the Corporation members and to take or initiate any actions necessary to enforce the provisions of the covenants. It shall meet at the call of the Chairperson.
Section 4 -The Roads Committee shall consist of a Director to be Chairperson elected by the Board of Directors and not more than two (2) Corporation members selected by the Board on recommendation of the Chairperson. Its function shall be to direct all activities related to the maintenance of roads and right of-ways in Lake Front Royal in accordance with policies established by the Board of Directors and within the approved budget.
Section 5 -The Building, Grounds, and Safety Committee shall consist of a Director to be Chairperson elected by the Board of Directors and not more than two (2) Corporation members selected by the Board on recommendation of the Chairperson. Its function shall be to direct all activities relating to the maintenance, upkeep, operation and use of all buildings, grounds and facilities (other than roads and rights-of-way) owned or leased by the Corporation within policies established by the Board of Directors and to develop and propose for adoption by the Board of Directors any and all rules requires of the general safety program of the Corporation to govern the proper use of its grounds and facilities and conduct of person thereon.
Section 6- the Nominating Committee shall consist of a Director not a candidate for re-election to the Board of Directors who shall be chosen as Chairperson and two (2) Corporation members elected by the Board of Directors on recommendation of the Chairperson. Jts function shall consist of making a continuing study of the best available candidates for election to the Board not later than the end of July of each year.
Section 7- With the concurrence of the Board of Directors, the President may appoint such other temporary committee, prescribe their duties and determine their duties, as may be required from time to time.
Article IX- Corporation Membership Meetings
Section I - The annual Corporation membership meeting shall be held during the month of August or September in compliance with Article V, Sections 4 and 5 of the by-laws.
Section 2 - The Board of Directors may call special meetings of the Corporation member as prescribes in Article V, Section 6 of these by-laws.
Section 3- The annual nominations mailed by the Board shall constitute official notice of the regularannual meeting. If Special meetings are called, the Corporation shall mail notices thereof stating the purpose(s) of such meeting to each member in good standing not less than seven (7) days prior to the day of such meeting.
Section 4 --The order of business at each regular or annual meeting of the Corporation membership or Board shall be as follows: that for special meeting shall be as stated in mailed notice of special meeting.
a)Call to order.
b)Minutes of the last meeting.
c)Election of members of the Board of Directors.
d)Report of Officers and/or Committee Chairpersons.
Article X Fees Financial Dates and Periods
Section I The Financial year of the Corporation shall run from January I st of each year through the following December 31st.
Section 2 The fees year shall be the calendar year with bills for maintenance fees to be sent out by January Ist of each year, due or agreed upon under non-interest bearing payment schedule not later than March Ist of each financial year, as provided in Article 4 of the Covenants.
Section 3 Yearly assessment fees that are increased above the Consumer Price Index (CPI) must have the approval of a majority vote cast at an annual or special meeting called for that purpose. Association members in good standing are eligible to vote in person or by mail-in ballot.
Section 2 -Any fees and assessments which are not paid when due shall be delinquent. If the fees and/or assessment are not paid by the March 1st date or the dates established by the Board of Directors for assessment, the fees and/or assessment shall bear interest and penalties from the date of delinquency at the rate currently in effect in the state of Virginia for delinquent taxes. Furthermore, delinquent accounts turned over to a collection agent will also have those collection costs added to the amount owed. The Board of Directors may cause an action at law to be brought against the property owner or owner personally obligated to pay the same, and interest, costs including lien fees and fees for returned checks, according to County Courthouse standards, and reasonable attorney's fees on any such action shall be added to the amount of such fees and assessment. No owner or owners may waive or otherwise escape liability for the fees and assessment provided for herein by non-use of the common property, roads, or recreational facilities.
B. Due to the fact that the owners of five (5) lots (B-02, B-03, B-04, C-01 , and C-02) have no access to these lots by way of roadways owned and maintained by the Corporation, the owners of these lots will be provided rel ief from the yearly maintenance fees, represented by a deduction for the percentage of monies budgeted and actually expended on road maintenance. This percentage will be determined by averaging the following two figures: the ratio of current year's budgeted direct road costs to the total budget, and the ratio of the previous year's actual direct road costs to the total actual expenditures.
C. Annual maintenance fees as assessed at the current rate. With the exception of the five (5) lots listed in Article X, Section 4B and lots that do not perk, the fee for nonperkable lots shall be as determined by the Board. Documentation supplied by the county must be submitted as verification that the lot does not perk in order to qualify for the reduced fee.
Section 5 -- New Construction fee. The construction fee is to be used for repairing the roads in Lake Front Royal subdivision. The fee shall be paid in accordance with and as described within the current Architectural Guidelines. Failure to pay the construction fee shall result in a lien being placed, at the lot owner's expense, on the house in non-compliance.
Article XI Emergency Reserve Fund
Section 1 The Corporation shall establish an Emergency reserve Fund of$10,000 which may be used for emergency purpose only such as damage to common property caused by acts of Nature or extraordinary costs that could not be foreseen nor planned for in the annual budget
Section 2 The Board of Directors shall include in the annual budget an amount to be added each year to the Emergency Reserve Fund by not less than 10% of all fees collected for road and facilities maintenance until the $10,000 fund level is reached.
Section 3 --The Board of Directors shall deposit the Emergency Reserve Fund assets in a separate interest bearing account.
Section 4- To insure that the Emergency Reserve Fund is used as cited in Section I, of Article XI, five of the seven board members must vote in favor of withdrawing funds form the account for emergency use.
Section 5- If all or a portion of the Reserve Fund is used for an emergency, then the procedure stated in Section 2 will be adhered to until the amount in the fund again reaches $10,000.
Article XII- Corporation Seal
Section 1 - The Corporation shall have a Corporation Seal, in a circular form having around its circumference the words "Lake Front Royal Property Owners Associating, Incorporated" and in its center the words "Corporate Seal".
Section 2 -The seal shall be kept by the Secretary.
Article XIII - Repeal, Adoption and Amendments
Section 1 -These by-laws amend those originally adopted by the Board of Directors at its regular meeting on November 15, 1973, and those adopted at the annual meeting of the Corporation members on August 20, 1977, and at the annual meeting of the Corporation members on August 8, 1982, August 12, 1984, and a regular meeting of December 15,-1987, and annual meetings of the Corporation members on September 12, 1992, September 18, 1993, and the annual meeting of the Corporation on September 21, 2002, a special meeting of the Corporation on April 26, 2003, at the annual meeting of the Corporation members on October I, 2011, at the annual meeting of the Corporation on September 28, 2013, at the annual meeting of the Corporation on September 20,2014 and at the annual meeting of the Corporation on September 17, 2015.
Section 2- These by-laws may be amended by mail ballot of a majority of the votes to which members in good standing are entitled or by a majority of eligible votes cast at any regular meeting called for that specific purpose provided that the proposed amendment(s) has been furnished in writing to each member in good standing not later than fourteen ( 14) days prior to the date of such meeting.
Section 3- The provisions of these By-Laws, which are governed, by either Articles or Covenants may be amended only as provided in those documents.
Section 4-Ammendments to the by-laws shall become effective 60 days after the affirmative vote takes place.
Article VIX- Reserved