Disclaimer: Please note that these Bylaws are in need of being updated to add/change any agreement changes that have been agreed upon during the past several years.
ARTICLE I - OFFICES:
SECTION 1. REGISTERED OFFICE. -The registered office shall be established and maintained at 990 Heartwood Way, Whittier, N.C. 28789.
SECTION 2. OTHER OFFICES -The Corporation may have other offices, either within or without the State of North Carolina, at such place or places as the President may from time to time appoint or the business of the corporation may require.
ARTICLE II - MEMBERS:
SECTION 1 -ADOPTION OF NEW MEMBERS. -Any persons interested in the purpose of this organization shall be eligible for membership of the corporation without regard to race, color, creed, sex, sexual orientation, or national origin, upon payment of appropriate dues. The existing members reserve the right to deny proposed membership if any applicant is determined to be undesirable for reasons other than those listed above. Interested persons shall be invited by any three sponsoring members from separate households to become members of the corporation upon completion of the following procedure by the interested party:
a) Read and agree with the community proposal and statement of purpose
b) Respond to a questionnaire
c) Attend at least one monthly business meeting of existing members
d) Interview and obtain sponsorship from at least three members from separate households
e) Resolve existing conflicts (if any) with other members
f) Receive adoption by consensus of the membership.
The minimum age for a child to be accepted for membership with associated rights, privileges, obligations, and responsibilities shall be determined on an individual basis by the general membership, with a "rite of passage” celebration.
SECTION 2. CLASS OF MEMBERS. - The corporation will have the following 4 classes of members:
1. Participating member entitled to vote. Any lot owner adopted by the membership and adhering to the Covenants & Restrictions for Union Acres and the By-laws and consensus agreements thereof shall be a participating member entitled to one vote.
2. Associate Member. Any Associate or resident non-landowner adopted by consensus of the membership and adhering to the Covenants and Restrictions for Union acres and the By-Laws and consensus agreements with the exception of dues and community service hours shall be a non-voting Associate Member, and shall sign an Associate Member Agreement. Associate Members must have at least one sponsoring voting member and those desiring Associate Member status should make this request in writing to the community. Associate Membership may be temporarily suspended by the Governing Board/Council if agreements are not upheld as determined by the Governing Board/Council. Associate Membership will end if sponsoring voting member leaves the community, unless otherwise determined by the membership. Parents of minors and sponsors of Associate Members shall make sure that the new member has read and follow the agreements which they have signed.
Associate Membership Agreement
I understand that all members of the community are interdependent. Consequently we bear responsibility for the effects of our actions on our neighbors.
I have read the prospectus for Union Acres community and agree to abide by the principles and guidelines expressed therein.
The stated purpose of Union acres is “To live together in peace, harmony, and ecological balance; to respect and support one another and all forms of life; to attune to and act in harmony with the Universal Life Force which is the essence of all existence.” I agree to respect and cooperate with the spiritual ideal of this community and each individual member.
I agree not to promote or engage in the use of any illegal drug within Union Acres community.
I agree to work through any conflicts which may arise in relationship with other members of the community, and to help others to do likewise. If a problem arises, I agree to refrain from repeating negative things behind people’s backs and to go directly to the person involved to try to resolve things in a loving way. If necessary, a mediator or arbitration committee may be appointed by the Governing Board or membership to work with folks and propose compromise solutions.
I agree to treat all members of Union Acres with equal respect for their differing opinions.
I recognize the importance of openness to change and growth in my personal relationships.
I agree to uphold and abide by Covenants and Bylaws of Union Acres and consensus decisions of the membership as well as decisions of the governing board or arbitration committee appointed by the membership.
I have read, understand and agree to abide by the posted Community Building Agreements.
I have read, understand and agree to abide by the posted Pool rules.
I agree to uphold the seasonal quiet hours as agreed by consensus.
I agree to abide by the posted Community Building Agreements.
I have read, understand and agree to abide by the posted pool rules.
3. Non-resident member. Any non-resident lot owner adopted by consensus of the membership who pays dues and otherwise adheres to the Covenants & Restrictions of Union Acres shall be a non-resident member, entitled to vote on certain decisions (outlined below) governing the affairs of the Association.
4. Suspended member. Any lot owner or resident adopted by consensus of the membership who is found to be not in compliance with any of the Covenants & Restrictions for Union Acres or the By-laws or consensus agreements hereof shall not be a voting member until the violation in question is corrected or is addressed to the satisfaction of the Governing Board. Other membership privileges (e.g. use of common land) may also be temporarily suspended by the Governing Board on a case by case basis.
SECTION 3. RIGHTS AND PRIVILEGES:
- Every Participating member of the Association entitled to vote shall have a right of easement of and enjoyment in all of the common land and property, and such easement shall be appurtenant to and shall pass with the title to each purchasing unit. Participating members entitled to vote have the privilege to make decisions governing the affairs of the corporation, and the use, management and improvement of common property and facilities.
- Every Non-resident member shall have a right of easement of and enjoyment in all of the common land and property and the right to make decisions governing the affairs of the Association (e.g. to vote for the election of any Officer or Governing Board member of the Residents Association or decide on changes to the By-laws). Non-resident members shall not have the privilege to make decisions concerning the use, management and improvement of the common land, but they may make their preferences known.
- Every Associate or Suspended member shall not have the privilege to make decisions governing the affairs of the corporation or the use, management and improvement of common property and facilities, although they may make their opinions known. Associate members shall have the right of easement and enjoyment of all of the common land and property. However, if Associate Member(s) collectively have more than 2 guests using common property at one time, the sponsoring member or another participating member who is willing to accept full responsibility, must be present to supervise the activity.
-Suspended members shall have right of ingress and egress to their lot but they may or may not be granted continuing right of easement and enjoyment of all of the common land or property, depending on the nature of their violation(s), at the discretion of the Governing Board.
- All members shall follow consensus agreements for use of common facilities (e.g. pool or community building rules) in exchange for the privilege of using those facilities. Violation of any such agreements shall be subject to temporary withdrawal of the particular privilege to use such facilities.
SECTION 4. DUTIES AND OBLIGATIONS:
The duties and obligations of Residents' Association membership include the following
(a) dues, (b) community service, (c) meeting attendance, (d) abiding by
consensus agreements, (e) abiding by guidelines.
(a) DUES LEVIED -Our relationships, attitudes, community service, etc. are what really create community. Dues provide the financial resources to assist. The spirit of generosity (everyone giving of ourselves to create community) can be fragile. Dues is just one aspect of this, but the more we are each generous, the stronger our collective generosity becomes.
From Jan 1, 1999, each lot owner shall pay a monthly fee, of no less than their apportioned share the cost of maintaining the Association and common property, to be determined annually by consensus of the membership. (In the event that the general membership should be unwilling or unable to determine this amount or if they should neglect to adequately maintain the Association or common property, the Governing Board shall determine this fee based on reasonable projected maintenance costs).
Dues shall be received on behalf of the corporation by the Treasurer on the first of each month. A $5.00 per week late fee shall be charged after the 5th of each month, up to a maximum of $10.00 per month. Every household shall be entitled to a one time, once -a-year exemption from late fees. However, any lot owner with over two months delinquency shall have their voting privilege suspended and may have a lien placed on their property until the violation is corrected. Voting privileges shall be suspended unless there are extenuating circumstances and a special exemption or a payment plan has been worked out with the Treasurer/Budget Committee, with approval of the Governing Board. Legal and administrative costs involved in placing any lien shall accrue to the delinquent parties.
Community expenses shall be differentiated into 2 categories: 1) “Base dues” (necessary operating and maintenance expenses) and 2) "Discretionary expenses" (any cash money collected above the Base dues, reconciling the difference between full dues and base dues). Everyone is required to pay base dues in cash, which are determined annually by consensus. Consistent with our Covenants, everyone is encouraged to pay the full dues of $20 per household per month and $5 per person over the age of 3 years, (including renters of over three months of residency) in cash, yet everyone has the freedom to reconcile the difference between Base dues and Full dues by choosing among the options of either paying money, bartering or requesting a temporary hardship exemption. Those who pay less in money are asked top weigh their choice, considering the feelings of everyone.
BASE DUES: By consensus we decide that some expenses are "necessary operating and maintenance expenses". Everyone will pay their share of these BASE DUES with money (even non-residents and those who choose barter or apply for hardship); figured at 1 share per lot and/or household, plus 1/2 share for any second lot or household, plus 1/4 share for any third lot, rounded up to the nearest dollar. For The base dues shall be recalculated each year when adopting a new operating budget. Surplus or deficit will be rolled over into the next year to reduce or increase the base dues for that year.
BARTER: Barter (renumeration in labor or materials) is acceptable above the Base dues for something considered of economic value by the group. Members may contact the budget committee to obtain a current list of acceptable barter or to work out a barter agreement. Non residents have fewer option for barter and will be worked with more creatively.
HARDSHIP: If full dues are too difficult during an emergency or while making the transition to Union Acres, please inform the Treasurer and the Budget committee.
2. At the end of short-term hardship the Treasurer or Budget committee will send written notice to the member advising of the end of the hardship period and options available for due payment (including barter, cash, etc). The letter will also advise that the person needs to attend the next Governing Board meeting (date and time specified if possible) if their hardship is still ongoing.
3. A member continuing to declare hardship after the initial 3 month period shall attend the next Governing Board meeting to discuss their situation with Governing Board members.
4. The Governing Board will discuss options for continuing hardship, which may include:
a. set up a barter schedule;
b. determine ongoing disability of member (physical, emotional, etc.)
c. Set up IOU for future payment
d. be made aware by the member of the time frame for specific length of hardship extension to particular emergency circumstances.
e. discuss member’s ideas to contribute some type of compensation to the community in lieu of dues payment, at least in a minimal way and appropriate to their hardship situation.
5. Member will come up with a written plan of action and contract to help support individual member’s need while attempting to minimize consequences of financial loss to the community. Confidentiality will be maintained by the Governing Board at all times in this process.
6. The member wi11 report back to the Governing Board every 3 months during the first year of (including the initial 3 month period) to reevaluate and update, if necessary, the contract agreements. This reporting responsibility lies with the member to contact the GB to submit the report.
7. At the end of the first year, if hardship is still needed, the member and the GB will comprehensively review the situation, including the prior hardship agreement, to determine further actions or agreements that may be made on a case-by-case basis.
(b) COMMUNITY SERVICE - From March 1, 1999, each member of the corporation shall contribute at least 6 hours of community service per month. Community service may be accrued hourly, as long as it averages to a minimum of six hours per month. It may include such things as attending either a Business meeting or an organized Sharing; for record keeping; typing minutes; landscaping, providing childcare for at least two other members involved in community functions; cleaning or maintaining communal areas; facilitating community events; attending committee meetings; attending meetings of the Governing Board; etc. Any member may choose to barter up to two hours of community service per month at a reasonable rate of pecuniary exchange, as established by the Community Service Committee. Each member shall submit a monthly report of their community service and/or barter to the Community Service Committee. All forms of community service must be approved by the Community Service Committee. Any member unable to do community service due to health or reasonable problems may approach the Community Service Committee for a special exemption. Any member that neglects to submit, perform or be excused from their 6 hours of community service for over two months shall be referred to the Governing Board by the Community Service Committee and shall have their voting privilege suspended until the violation is corrected. In cases of chronic delinquency of community service, other privileges such as use and enjoyment of common property may also be revoked at the discretion of the Governing Board.
(c) MEETING ATTENDANCE - Any member must attend at least four out of six monthly Business meetings to be considered a participating Member entitled to vote and therefore privileged to make decisions concerning the affairs of the Residents Association and decisions governing the use, management and improvement of common property and facilities. The Governing Board may excuse absences to members approaching them for an exemption for any particular month due to special circumstances. Some acceptable excuses for not attending Business meetings include work or sickness. Any member not attending at least four out of the past six monthly business meetings without being granted an exemption shall have their voting privilege suspended until the violation has been corrected.
(d) CONSENSUS AGREEMENTS -All members shall support and abide by any consensus agreements adopted by the membership of the Residents Association. Members shall abide by consensus agreements concerning use of common facilities (for example, pool or community building) in exchange for the privilege of using those facilities. Violation of any such agreement shall be subject to temporary withdrawal of the privilege to use the particular facility concerned. In any case of ongoing or multiple disregard for consensus agreements, the Governing Board shall invite the party(s) involved to a mediation (outside mediation if necessary), to settle the matter, the results of which shall be binding on the parties involved. If such Mediation is refused, ignored or unsuccessful, and the violation is not corrected, then the Governing Board shall,on a case by case basis, apply reasonable consequences appropriate to the infraction.
(e) GUIDELINES. All members of the community are interdependent. Consequently we bear responsibility for the effects of our actions on our neighbors. Each member of the corporation shall agree to the following guidelines:
1) to respect and honor the sacredness of all life
2) to uphold and adhere to the covenants and restrictions of non Acres and the By-laws thereof
3) to acknowledge equality of all members and demonstrate respect: :for different opinions
4) to support the common good, including consensus decisions of the membership, Governing Board or any arbitration committee appointed thereby
5) to promote peace and harmony
6) to refrain from repeating negative things behind peoples backs and to attempt to resolve negative feelings about others in a constructive way
7) to seek resolution of any conflict with any other going first directly to the person involved and then, if unsuccessful, by seeking resolution with the help of arbitration
8) to attend monthly gatherings whenever possible for purposes of participating in corporate business and developing an extended family relationship with other members
9) to refrain from the use or possession of any illegal drug
(c) MEETING ATTENDANCE - Any member must attend at least four out of six monthly Business meetings to be considered a participating Member entitled to vote and therefore privileged to make decisions concerning the affairs of the Residents Association and decisions governing the use, management and improvement of common property and facilities. The Governing Board may excuse absences to members approaching them for an exemption for any particular month due to special circumstances. Some acceptable excuses for not attending Business meetings include work or sickness. Any member not attending at least four out of the past six monthly business meetings without being granted an exemption shall have their voting privilege suspended until the violation has been corrected.
(d) CONSENSUS AGREEMENTS -All members shall support and abide by any consensus agreements adopted by the membership of the Residents Association. Members shall abide by consensus agreements concerning use of common facilities (for example, pool or community building) in exchange for the privilege of using those facilities. Violation of any such agreement shall be subject to temporary withdrawal of the privilege to use the particular facility concerned. In any case of ongoing or multiple disregard for consensus agreements, the Governing Board shall invite the party(s) involved to a mediation (outside mediation if necessary), to settle the matter, the results of which shall be binding on the parties involved. If such Mediation is refused, ignored or unsuccessful, and the violation is not corrected, then the Governing Board shall,on a case by case basis, apply reasonable consequences appropriate to the infraction.
(e) GUIDELINES. All members of the community are interdependent. Consequently we bear responsibility for the effects of our actions on our neighbors. Each member of the corporation shall agree to the following guidelines:
1) to respect and honor the sacredness of all life
2) to uphold and adhere to the covenants and restrictions of non Acres and the By-laws thereof
3) to acknowledge equality of all members and demonstrate respect: :for different opinions
4) to support the common good, including consensus decisions of the membership, Governing Board or any arbitration committee appointed thereby
5) to promote peace and harmony
6) to refrain from repeating negative things behind peoples backs and to attempt to resolve negative feelings about others in a constructive way
7) to seek resolution of any conflict with any other going first directly to the person involved and then, if unsuccessful, by seeking resolution with the help of arbitration
8) to attend monthly gatherings whenever possible for purposes of participating in corporate business and developing an extended family relationship with other members
9) to refrain from the use or possession of any illegal drug
ARTICLE III - MEETING OF MEMBERS
SECTION 1: MONTHLY MEETINGS -Monthly Business meetings of members for such business as may be stated in the notice of the meeting, shall be held at such place, date and time as the officers of the corporation shall determine and as set forth in the notice of the meeting. At each monthly meeting, the members entitled to vote shall transact all corporate business as shall be stated in the notice of the meeting,
SECTION 2. OTHER MEETINGS -Meetings of members for any purpose may be held at such time and place, within or without the state of North Carolina, as shall be stated in the notice of the meeting.
SECTION 3. VOTING -Any member may place a proposal for a decision before a meeting. All classes of members shall be given due notice of Business meetings at least ten days in advance of a meeting. All classes of members may attend any Business meeting. Decisions governing the affairs of the corporation (e.g. to vote for the election of officers or Governing Board members or decide on changes to the By-laws shall be made by non resident landowners and participating members entitled to vote, in person or by proxy. Decisions concerning the use, management and improvement of common property and facilities shall be made by consensus of Participating members entitled to vote, in person or by proxy. A decision of the Residents Association is satisfactorily resolved by consensus of the membership if all the concerns raised have been addressed by a proposed solution and all Participating members entitled to vote are satisfied or willing to stand aside. Generally, when considering a proposal for a consensus decision, if all concerns that have been raised have been addressed by Participating members entitled to vote to the best of their ability and consensus is still not reached, the proposal shall be dropped.
SECTION 4. DEADLOCK -In the event of a proposal brought before the Participating members entitled to vote for consensus cannot be dropped (because for example, it affects the proper legal or fiscal functioning of the Association or the safety or well-being of the residents), nor is it not satisfactorily resolved by consensus after six months of discussion, it shall be considered "deadlocked.” After such time, if continued discussion is considered likely to be fruitful because the issue is almost resolved, discussion may continue as long as there is a 75% majority vote to do so. Otherwise, the decision itself shall be resolved (following due notification to the members) by a 75% majority vote of the Participating members entitled to vote, present or by proxy.
SECTION 5. MEMBER LIST - The Secretary of the corporation shall provide a complete alphabetically addressed list of the participating members entitled to vote at the ensuing meeting. Said list shall be open to the examination of any member, for any purpose germane to the meeting for a period of at least ten days prior to the meeting upon request. The list shall be available for inspection at the meeting.
SECTION 6. QUORUM -Except as otherwise required by law, the presence, in person or by proxy, of any Participating members entitled to vote at a meeting shall constitute a quorum.
SECTION 7. SPECIAL MEETINGS -Special meetings of the members, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the members entitled to vote. Such request shall state the purpose of the proposed meeting.
SECTION 8. NOTICE OF MEETINGS -Written notice, clearly identifying in the title what the notice is about, and stating the place, date and time of the meeting, the agenda and general nature of business to be considered, shall be given to each member entitled to vote thereat at his email or postal address as it appears on the records of the corporation, not less than seven nor more than thirty days before the date of the meeting. Any member who needs or desires to receive written notice on paper, instead of via email, must let the Secretary of the Association know they wish to opt out of paperless notification, at least one month in advance of the official ten day notice.
SECTION 9. BUSINESS TRANSACTED -No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the members entitled 'to vote thereat.
SECTION 10. ACTION WITHOUT MEETING -Except as otherwise provided by the Certificate of Incorporation, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-laws, the meeting and vote of members may be dispensed with, if all the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.
ARTICLE IV - GOVERNING BOARD:
SECTION 1. DUTIES. -It shall be the function of the Governing Board to:
a) annually review and report on the policies of the corporation and ensure that it is meeting set goals and directives as well as carry out purposes set forth in the Articles of incorporation and advise the membership of ways to further these goals. The Board is empowered to appropriate any moneys necessary to carry out its own duties (e.g. notarizing documents, hiring a mediator, obtaining legal council, placement of a lien etc.) or to insure the proper operation of the Association (e.g. its legal status, payment of taxes, etc.)
b) attune each meeting to hold the vision of cooperative community; affirm the good of the whole and visualize peace and harmony at Union Acres.
c) advise members approaching them with concerns or disputes(after the parties in any personal dispute involved attempt to resolve the disagreement themselves). At the request of the parties involved, the Governing Board may appoint a mediator or arbitration committee (from among persons mutually agreed by the parties involved) to settle personal disputes.
d) annually review all households for perceived breaches in Agreements equally, using legal research, fairness, reasonableness and similar situations to guide their actions.
e) settle violations of Covenants, Restrictions, By-laws, or consensus agreements. These may be settled by appropriate means as determined by the Governing Board, including possible fines or temporary suspension of membership privileges, as set forth in the Covenants & Restrictions for Union Acres. The Board will use the Union Acres Synergy Treaty as the protocol for perceived breaches in Covenants, By-laws or consensus agreements and guidelines. Except for instances where automatic liens or automatic suspension of privileges is provided for in these By-laws, the Board shall deliberate to provide fair consequences appropriate to the particular violation.
f) assess special dues if necessary to insure the proper maintenance of communication among members, safety, welfare and maintenance of common property or easement due to timeliness needed, or due to the failure or neglect of the membership to do so.
g) carry out a committee function if any committee is not currently active or carrying out its responsibilities as outlined in these By-laws.
h) carry out any other decisions or duties required by N.C. law or determined by consensus of the membership.
SECTION 2. NUMBER; TERM. -The Governing Board shall be elected by secret ballot plurality vote of non-resident members and Participating members entitled to vote. The number of members of the Governing Board at any given time shall be no less than three and up to 62% of lots occupied by Participating voting members, not to exceed twelve. One representative per lot will be allowed. New members may be appointed to the Governing Board every six months. They shall serve for one-year terms and may be reappointed at the end of the one-year term for additional term(s). Nominations for election to the Governing Board shall be made by any member of the corporation. To qualify as a member of the Governing Board, a person must be able to show that they are a participating member in good standing.
Vacancies in the Governing Board may be filled by appointment of Participating members entitled to vote. Any nominee to the Governing Board shall receive a minimum of at least 3 votes to be appointed a Governing Board member. If less than the number needing to be elected are selected by this method after initial votes are cast, then there will be run-offs for the unfilled slots, with each successive nominee still needing a minimum of at least 3 votes to be appointed.The Governing Board nomination Process shall proceed as follows:
Step #1: Notice of elections will go out two months in advance and nominations will be posted on the first bulletin board. This notification will allow people to nominate themselves or others and nominees will prepare a statement-of-position for the next business meeting as well as work on relationships with others.
Step #2: Nominations will be finalized at this second meeting and cannot be added to after this business meeting. Nominations and statements will then be sent out in the minutes at least ten days in advance for elections the following month.
Step #3: Votes by proxy can contain an alternate vote to be used if your primary selection becomes unable to run. Only votes for eligible nominees are valid. SECTION 3. MEETINGS. -The Governing Board shall meet a minimum of every other month for two and a half hours per meeting. The Governing Board shall convene at monthly meetings at such place, date and time as the Governing Board shall decide. The Governing Board shall post its meeting time and “anticipated” agenda on the UA bulletin board at least 5 days ahead of their meeting, with the exception of “ongoing” agenda items (such as business meeting review), timely items or emergencies. Decisions can be made on those exceptions without detail or notice.
SECTION 4. SPECIAL MEETINGS. -Special meetings of the: Governing Board may be called by the President or Secretary or at the request in writing of a majority of the membership. Such request shall state the purpose of the proposed meeting. Such meetings shall be held at such time and place as shall be stated in the notice of the meeting.
SECTION 5. VOTE. - The quorum necessary for all valid: action of the Governing Board shall be not less than 75%.
Any member of the Governing Board found in violation of any covenant, restriction or any resolution made by the members shall not be entitled to vote on any issue until the violation has been corrected. The Governing Board shall make decisions by consensus whenever possible, unless the board finds itself deadlocked, in which case by a majority, 75-80% vote(depending on its size). The Governing Board shall make its consensus decisions according to the following format:
a) open meeting for any of the membership who wish to share information or their opinions with the Governing Board
b) open or closed meeting at the discretion of Governing Board beginning with an attunement or guided prayer; the closed meeting shall be recorded, which minutes shall be made available for review by any member within 30 days after each meeting
c) each Governing Board member shall have a chance to speak.
d) opinions/ideas shall be evaluated by the Governing Board
e) meditation attunement and until consensus is reached, repeat stages c through e, or delay the decision until a mutually agreed upon date.
f) a written announcement of any decisions of the Governing Board shall be circulated within 30 days.
SECTION 6. UNION ACRES SYNERGY TREATY -The Governing Board will use the Synergy Treaty outlined in Article V of these By-laws as the protocol for perceived breaches in Covenants, By-laws and consensus agreements. Except for instances where automatic liens or automatic suspension of voting privileges is provided for in these By-laws, the Board shall deliberate to provide fair consequences appropriate to the particular violation.
SECTION 7. RESIGNATIONS - Any member of the Governing Board may resign at any time. Such resignation shall be. made in writing, end shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
SECTION 8. REMOVAL -Any member of the Governing Board may be removed either for or without cause by 75% affirmative vote of the Governing Board or of the membership, at a special meeting assembled for that purpose or in writing. Any member of the Governing Board may be temporarily asked to stand aside on a particular decision whenever a possible conflict of interest has been identified by 75% affirmative vote of the Governing Board or of the membership, at a meeting or in writing.
SECTION 9. REVOCATION -Any decision of the Governing Board that is considered to be unfair or unreasonable may be overturned and sent back to the Board for further consideration by an 80% dissenting vote of the participating members entitled to vote, at a meting or in writing.
ARTICLE V - SYNERGY TREATY
SECTION 1. PURPOSE. -The Governing Board has clear directives in both the Covenants & Restrictions and in these By-laws to settle violations when a member is performing an action or inaction that is not in keeping with the Covenants, Restrictions, By-laws or consensus Agreements of the Residents Association. The Governing Board will use the Synergy Treaty as the protocol for alleged breaches in Covenants, By-laws,: consensus agreements and guidelines. Except for instances where automatic liens or automatic suspension of voting privileges is provided for in these By-laws, the Board shall deliberate using the Synergy Treaty to provide fair consequences appropriate to the particular violation. The following steps are an outline of what steps the Governing Board may take to facilitate resolution of violations. Some of the steps may occur concurrently; they may occur over a period of days, weeks or months. This plan presents a framework that may be followed, while allowing for flexibility in handling whatever situation may arise or timeliness it needs to accommodate. It shall be the intention of the Governing Board to treat all members honorably, fairly and with respect.
SECTION 2. IDENTIFY INAPPROPRIATE ACTION OR INACTION - A community member may approach the Governing Board when they have a concern in which they feel the good of the whole is not being upheld. Or the Governing Board may notice a particular situation developing that merits investigation. Whenever a concern is raised, all members of the Governing Board will be informed of the issue. The Governing Board will strongly encourage the member(s) bringing the concern to approach the person with their concern personally. Depending upon circumstances, the Governing Board will either place this item on their next regularly scheduled meeting agenda, or, where timely action is deemed necessary, a special meeting of the Governing Board will be arranged. The place, date, time and agenda for this meeting will be sent to all landowners. Any member who desires to share in the discussion/brainstorming shall be welcome to attend. An exception shall be made if the individual(s) involved want the matter to remain private between themselves and the Governing Board.
SECTION 3. GOVERNING BOARD REVIEW - Prior to the Governing Board meeting to discuss this matter, the Board shall appoint at least two members of the Residents Association to investigate concerns. The appointed members shall attempt to talk to the member(s) performing the action/inaction. They will attempt to assess what is going on with the individual(s), what is their view of what is happening, and seek a rounded perspective of the situation. A Governing Board meeting will then be held in order to determine if a problem exists or if a violation of an agreement is in fact occurring.
SECTION 4. NOTIFICATION - If the problem is resolved prior to the next meeting of the Governing Board, the Board will appreciate the fact and send a note to thank the member(s) for responding. If the problem is not yet resolved, determine if there is a violation and the nature of the violation. The Governing Board shall send written notification via certified mail to the member(s) involved stating the nature of the problem or violation. The party receiving notification, in keeping with the community agreement to resolve conflicts, must choose one of the following options, and notify the Board in writing of their decision. Failure to do so in a timely manner shall result in temporary suspension of voting privileges.
SECTION 5. ACTION FOR RESOLUTION:
- OPTION A: OUTSIDE MEDIATION - If the party receiving notification from the Board wishes, they may request outside impartial mediation, by a person or organization acceptable to both parties (e.g. an established Mediation center) the results of which shall be binding upon the parties involved. If any concessions or compromises are involved in the results of the mediation, members shall be notified at a Business Meeting. A mediation compromise shall be applied on a case by case basis only. Any mediation compromise or any failure to enforce any agreement in a particular case shall not be construed as a waiver or relinquishment for any future violation by any member. This protocol for choosing outside mediation shall be one possible method of community arbitration outlined in Section 3 Article XVII of the Covenants, but shall not preclude other forms of arbitration if the mediation is unsuccessful or if the parties refuse mediation.
OPTION B: GOVERNING BOARD MEETING -If the party receiving notification wishes they may settle it "in house" with the Governing Board. The person(s) who brought the original concern and/or the member(s) performing the action/inaction shall be asked to attend the a Governing Board meeting. Depending upon whether the parties involved desire to maintain privacy in the matter, landowners may or may not be notified of the information, date and time of the meeting. At the beginning of the meeting an emphasis will be made to support and appreciate the persons involved, and to let them know they are valued and encouraged to be fully complying members of the community. The Governing Board will discuss the concerns and information gathered with the group present. All points of view will be considered with a focus on the intent of the agreement(s) and the good of the whole. The group shal1 brainstorm potential remedies and possible avenues for resolution. This process may include discussion, reflective listening, negotiation or mediation. The Governing Board shall assist the party(s) create a reasonable time-line for correcting the problem with check-in dates, if necessary. When attenders leave this meeting they shall have clear expectations as to the planned resolution for the problem. A written summary of this meeting, including the plan for resolution and any check in dates arrived by the group, will be mailed to the person(s) involved shortly after the meeting by certified mail.
SECTION 6. FOLLOW UP - The Governing Board will review the situation at a regularly scheduled or special meeting of the Governing Board. The follow-up meeting agenda, place, time and date shall be given to all landowners in writing, and shall be open to any interested members for the purpose of sharing information and opinions with the Governing Board. (The Board reserves the right to deliberate in private after hearing all points of view. At this meeting the Governing Board shall review any action/inaction performed since the prior meeting or it shall review the mediation agreement. If the problem has been satisfactorily redressed or is in the process of being addressed according to the applicable time-line, the group will appreciate this. If the problem is not satisfactorily redressed, at this point, the Board shall decide what further actions need to be taken. If a member has not attempted to alleviate the problem and is not working with the community to resolve the issue in a fair and reasonable manner, a time-line for appropriate and graduating degrees of consequences shall be formulated, such as possible fines, temporary suspension of voting and/or other membership privileges. Consequences shall be decided based on the circumstances and be as fair, reasonable and related to the violation as possible. If the member has tried in good faith to address the problem but needs more time, or help, the Governing Board may, if deemed appropriate, renegotiate. Following this meeting the Governing Board shall send another letter to inform 'the member(s ) involved, outlining the steps that have been taken to date, their level of participation in the process, and the consequences for any continued actions/inactions. If ever mediation or arbitration is refused, ignored, disregarded or unsuccessful, and any violation(s) of covenants, By-laws or consensus agreements are not corrected, then the Governing Board shall, on a case by case basis, apply reasonable consequences appropriate to the infraction, such as removal of voting privileges. Consequences shall be implemented as per Article XVIII, Enforcement of Covenants, Restrictions and affirmative obligations on Lots and Common Land of the Union Acres Covenants. The Governing Board shall at all times endeavor to be as fair, flexible, and considerate to the best of its ability and continue to take appropriate follow up steps to resolve the issue in a timely fashion.
ARTICLE VI - OFFICERS
SECTION I. OFFICERS. -The officers of the corporation shall consist of a President, Treasurer and Secretary. The officers shall be appointed by consensus vote of the non resident members and participating members entitled to vote in person or by proxy. The term of office for an officer of the corporation shall be two years. Appointments shall be made annually during the month of September. Officers shall hold office until such time as their term ends or they resign their office or they are 'removed' from office by the members. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. - The membership may appoint such officers and agents as they may deem advisable, who shall hold their offices for such term and who shall exercise such power and perform such duties as shall be determined from time to time by them.
SECTION 3. RESIGNATIONS. - Any officer or committee member may resign at any time. Such- resignation shaI1 be: made in writing, and shall take effect at the time specified wherein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective:
SECTION 4. REMOVAL. - Any officer or officers maybe removed either for or without cause at any time by 75% affirmative vote of the quorum of members, at a special meeting of the members called for the purpose or in writing.
The vacancies thus created may be filled by consensus of the membership.
SECTION 5. ABSENCE. -Whenever an officer is absent, or whenever, for any reason the membership may deem it necessary, they may delegate the powers and duties of an officer to any other officer. The temporary officer may be appointed by the President for a term of no more than one month.
SECTION 6. COMPENSATION. -Officers and agents of the corporation may be compensated for legitimate expenses incurred upon submitting appropriate receipts to the Treasurer. They may also be compensated for work performed in execution of required duties of their office in such amounts as determined appropriate by the membership entitled to vote, within limits established by the Budget Committee.
SECTION 7. PRESIDENT: - The President shall be the Chief Executive Officer of the corporation and shall have the general powers and duties of supervision that are usually vested in the office of President of a corporation. He/she shall preside at all meetings of members if no facilitator is appointed thereat. The President shall have general supervision, direction and control of the business of the corporation in the event that the membership or Governing Board are unable to do so.
The President shall execute bonds and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer.
SECTION 8. CHAIRPERSON. -A Chairperson, if one be appointed, shall keep time and facilitate all meetings of the members and shall have and perform such other duties as from time to time may be assigned to him by the President or members of the corporation.
SECTION 9. TREASURER. -The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He/she shall deposit all monies and other valuables in the name and to the credit of the corporation in corporate depositories. The Treasurer shall collect and disburse the funds of the corporation as may-be ordered by vote of the members.
The Treasurer shall have responsibility to manage the budget in consultation with the Budget Committee for book keeping and accounting. He/she shall ensure that all corporate and land taxes are correctly filed with the I.R.S. and other government offices. He/she shall render to the President and members at the regular meetings of members, or whenever they may request it, an account of all of his/her transactions as Treasurer and of the financial condition of the corporation. If required by the members, he/she shall give the corporation a bond for the faithful discharge of his/her duties in such amount and with such surety as the members shall prescribe. The Treasurer shall report any delinquency in dues payments Of over two months to the Governing Board. The Treasurer may work out a payment plan or resolution with the parties involved with the approval of the Governing Board.
SECTION 10. SECRETARY -The Secretary shall give, or cause to be given, notice of all meetings of members and all other notices required by law or these By-laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person so directed by the President, or by the members, upon whose requisition the meeting is called as provided in these By-laws.
The Secretary shall record or cause to be recorded, all the proceedings of monthly business meetings of the corporation in a file to be kept for that purpose and cause to be circulated to the members minutes of monthly business meetings.
He/she shall affix the Seal to all instruments requiring it, when authorized by the President or the members, and attest the same.
SECTION 11. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. -Assistant Treasurers and/or Assistant Secretaries, if any, shall be appointed by the membership and shall have such powers and shall perform such duties as shall be assigned to them.
ARTICLE VII: COMMITTEES
SECTION 1. -Any class of member shall be eligible to serve on any committee. Committees shall be appointed by consensus of the Participating members entitled to vote. Committees may gather information and present recommendations for action and/or for allocation funds budgeted in consultation with the budget committee. All committees shall be accountable to the membership. All committees shall submit two copies of written minutes to the Secretary, one to be posted on the bulletin Board and one to be filed in the Community record archives together With business meeting minutes. Such committees shall include a monthly budget committee and a monthly Community Service Committee; a Board of Building Standards, a Common Property Committee, and any other committee established to consider any other matter as determined by consensus of the membership. Such Committees shall meet at such frequency, time and location as determined by consensus of the membership.
SECTION 2. COMMUNITY SERVICE COMMITTEE -The Community Service Committee shall meet periodically to perform the following responsibilities:
a) Review previous month's community service accomplishments.
b) prioritize a list of projects £or the following month
c) review the fulfillment and obligations for each member
d) be available to consider and approve proposals for a particular kind of community service offered by any member
e) report any delinquency of over two months of community service to the Governing Board and recommend exemptions from community service due to illness or other reasons
f) update community service information on the bulletin board
g) organize a monthly work party if deemed necessary
h) any other responsibility as determined by consensus of the membership.
SECTION 3. BUDGET COMMITTEE. -The Budget Committee shall meet periodically to perform the following responsibilities:
a) prioritize the allocation of Residents Association funds among the purposes for which the corporation is organized as stated in the Articles of Incorporation
b) prioritize the allocation of Residents Association funds placed in a general fund for such things as land tax on common property, or common facilities; for legal services and liability insurance; for improvement and maintenance of roads, common property or facilities (e.g. food coop, recycling center, gardens, pool, chapel, community building) or for any other services related to use and enjoyment of the community
c) consult with the Treasurer and monitor cash flow of corporate assets
d) recommend an annual budget to the membership for the various purposes and projects undertaken by the corporation
e) review the budgets so allocated and make updated recommendations to the membership accordingly
f) recommend special user-fees to the membership which may be charged to visitors and temporary residents for use of the community center and common property
g) any other responsibility as determined by consensus of the membership.
SECTION 4. BOARD OF BUILDING STANDARDS -The Board of building standards shall meet periodically to:
a) review plans for new buildings or improvements
b) share project plans and concerns about impact with the wider membership of Union Acres
c) provide relevant information and consultation regarding helpful resources for contractors, building materials, alternative technologies, etc.
d) make recommendations to Union Acres membership for adoption of any new building guidelines or standards
e) make recommendations to the Governing Board of the Association for specific exemptions to any Covenant or Restriction.
f) assist members in interpretation and compliance with existing covenants, Restrictions and North Carolina Building Codes.
ARTICLE VIII - RECORDS
SECTION 1. CERTIFICATES OF MEMBERSHIP -Every resident or landowner adopted for membership in Union Acres abiding by the Covenants and Restrictions thereof shall be entitled to membership in the corporation. Every member shall be entitled to have a certificate, signed in the name of the corporation by the President of the Corporation, certifying membership in the corporation.
SECTION 2. TRANSFER OF "VOTING" MEMBERSHIP. - Membership in the corporation shall be transferable only upon transfer of the title or valid contract for a deed of the accompanying lot in Union Acres. Voting rights and other privileges of membership shall only be granted to those members who abide by the By-laws, guidelines and consensus agreements of the Corporation and the Covenants and Restrictions of Union Acres. Membership shall be transferable upon corporate books only by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered by the delivery thereof to the Secretary of the corporation or to such other persons as the President may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer.
SECTION 3. MEMBERS RECORD DATE. - In order that the corporation may determine the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of membership or for the purpose of any other lawful action, the President may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of members of record entitled to notice of or to vote a meeting of members shall apply to any adjournment of the meeting; provided, however, that the President may fix a new record date for the adjourned meeting.
SECTION 4. SEAL. - The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "NON PROFIT CORPORATE SEAL NORTH CAROLINA.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 5. FISCAL YEAR. - The fiscal year of the corporation shall be determined by resolution of the membership in consultation with the Budget Committee.
SECTION 6. CHECKS. - All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be co-signed by the acting Treasurer, the President, or any other person(s) entrusted by the Governing Board or participating membership entitled to vote.
SECTION 7. NOTICE & WAIVER OF NOTICE. - Whenever any notice is required by these By-laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by sending a written email with a clear and appropriate title, or by depositing the same in the United States mail, postage paid, addressed to the person entitled thereto at either his postal or email address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Members entitled to vote shall be entitled, to receive notice of any meetings except as otherwise provided by statute. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation, or these By-laws, a waiver of the requirement for timely due notice, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein shall be deemed proper notice.
ARTICLE IX - CONTRACTORS:
The membership may hire contractors to be responsible for survey, road work, underground power, landscaping and construction of community buildings in consultation with the Budget Committee.
ARTICLE X DEVELOPMENT PLAN
SECTION 1, DEVELOPMENT PHASES -
PHASE 1. Moneys from the sale of the first four lots shall be applied to the initial purchase of land.
PHASE 2. when sufficient funds are secured from the sale of additional lots, the land shall be surveyed into approximately four, two and one acre residential lots. Roadway and nature trail easements shall be set aside for common use.
PHASE 3. When sufficient funds are secured, approximately seven acres of common land shall be appropriated on behalf of the Association. Some of this may be cleared for meadows, gardens and nature trails.
PHASE 4. When sufficient funds are secured, a gravel parking lot, swimming pool and community center building(s) shall be constructed. The Community Building(s) shall comprise of a chapel space, library space, kitchen, office, bathrooms and dining/meeting space.
PHASE 5. After all the lots have been sold, the Landowner Association shall become a Residents Association. Thenceforth lots may be sold by their owners at the fair market price and community affairs shall be managed by the Residents Association at monthly Business meetings.
PHASE 6. If, by the end of the development plan, any funds remain, the participating membership entitled to vote of the Association shall determine how these remaining funds are to be used for further improvements or additions to the common property.
ARTICLE XI AMENDMENTS
These By-laws may be altered and repealed and new By-laws may be created at any meeting of the members if notice thereof is contained in the notice of such meeting by the affirmative consensus of all non resident members and participating members entitled to vote in person or by proxy.
