BY-LAWS OF SORRENTO SKIES PROPERTY OWNERS ASSOCIATION, INC.
ARTICLE I – PURPOSE, APPLICABILITY, OFFICE
Section 1. PURPOSE.
Sorrento Skies Property Owners Association, Inc. (hereinafter called the “Association”) has been organized for the purposes as follows:
- to manage, maintain, operate, care for and administer the streets, entrance gates and any other common areas of Sorrento Skies Subdivision;
- to enforce the Covenants, restrictions, easements, and charges as provided for in the Restrictions for the various sections of Sorrento Skies Subdivision as are recorded in the Watauga County Public Records;
- to fix, levy, assess, collect, enforce and disburse the charges and assessments created by the Association, all in the manner set forth in and subject to the provisions of the Restrictions and to exercise all powers and privileges and to perform all duties and obligations of the Association under the Restrictions;
- to do any and all other lawful things and acts that from time to time, in its discretion, it may deem to be for the benefit of the lots in Sorrento Skies Subdivision and the owners and inhabitants thereof or advisable, proper or convenient for the promotion of the peace, health, comfort, safety and general welfare of the lots and the owners and inhabitants thereof.
(Sorrento Skies Subdivision is hereinafter referred to as “Sorrento Skies”.)
Section 2. APPLICABILITY OF BY-LAWS.
The provisions of these By-Laws are applicable to Sorrento Sides and to the owners of lots therein. All present and future owners, mortgagees, lessees and their families and guests, and any other person who may own a lot in Sorrento Skies, are subject to these By-Laws and rules and regulations made pursuant hereto and any amendment to these By-Laws upon the same being passed and duly set forth in minutes of a meeting of the owners. The acceptance of a deed of conveyance or the entering into of a lease for a lot shall constitute an agreement that these By-Laws and any rules and regulations made pursuant hereto, as they may be amended from time to time, are accepted, ratified and will be complied with.
Section 3. PRINCIPAL OFFICE.
The principal office of the Association shall be located in Watauga County, North Carolina.
Section 4. REGISTERED OFFICE.
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 5. DEFINITIONS.
All terms as defined in the Restrictions for Sorrento Skies shall have the same meaning herein except when the context otherwise specifies or requires.
ARTICLE II – LOT OWNERS
Section 1. MEMBERSHIP.
Each lot owner in Sorrento Skies Subdivision shall be a member of the Association and no other person or entity shall be entitled to membership.
Section 2. PLACE OF MEETINGS.
All meetings of the lot owners shall be held at such place within Watauga County in the State of North Carolina as shall be designated in a notice of the meeting.
Section 3. ANNUAL MEETINGS.
An annual meeting of the lot owners shall be held at 10:00 A.M. on the last Saturday of June of each year if not a legal holiday, and if a legal holiday, then a substitute annual meeting shall be called and held as is provided for in Section 4 of this Article II. An annual or substitute annual meeting shall be for the purpose of electing members of Directors and for the transaction of such other business as may be properly brought before the meeting.
Section 4. SUBSTITUTE ANNUAL MEETINGS.
If the annual meeting shall not be held on the day designated by the By-Laws, a substitute annual meeting shall be called for a time not more than forty-five (45) days prior and not more than thirty (30) days after the annual meeting date specified in Section 3 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 5. SPECIAL MEETINGS.
Special meetings of the lot owners may be called at any time by the Board of Directors or upon the written request of lot owners owning in the aggregate at least a majority of the lots in Sorrento Skies.
Section 6. NOTICE OF MEETINGS.
Written or printed notice stating the place, day and hour of the meeting shall be delivered or mailed not less than ten (10) nor more than fifty (50) days before the date thereof, either personally or by email, mail or other common carrier at the direction of the Board of Directors or lot owners calling the meeting, to each person entitled to vote at such meeting. In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat. In the case of a special meeting the notice of meeting shall specifically state the purposes for which the meeting is called. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned (rescheduled) meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it is not necessary to give any notice of the adjourned (rescheduled) meeting other than by announcement at the original meeting upon adjournment.
Section 7. QUORUM.
The presence in person or by proxy at any meeting of the voting members (as defined in Section 8 of this Article) having 25% of the total eligible votes shall constitute a quorum. If there is no quorum at the opening of the meeting of lot owners, such meeting may be adjourned from time to time by the unanimous vote of the voting members present, either in person or by proxy; and at any rescheduled meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The voting members at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough voting members to leave less than a quorum.
Section 8. VOTING RIGHTS.
There shall be one person with respect to each lot who shall be entitled to vote at any meeting of the lot owners. Such person shall be known and hereafter referred to as a “voting member.” Such voting member may be the lot owner or in the case of multiple ownership, one of the group composed of all of the lot owners, or may be some other person designated by such lot owner or owners to act as proxy on his behalf and he need not be a lot owner. Such designation shall be made in writing to the Board and shall be revocable at any time by actual notice to the Board of the death or judicially declared incompetence of any designator, or by written notice to the Board by the lot owner or owners.
Section 9. VOTING.
In all elections for members of the Board of Directors, each voting member shall be entitled to vote on a non-cumulative voting basis and the candidates receiving the highest number of votes with respect to the offices to be filled shall be deemed to be elected.
Section 10. WAIVER OF NOTICE.
Any lot owner may, at any time, waive notice of any meeting of the lot owners in writing and such waiver shall be deemed equivalent to the giving of such notice. Attendance by lot owners at any meeting of the lot owners shall constitute a waiver of notice by him of the time and place thereof except where a lot owner attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called. If all lot owners are present at any meeting of the lot owners, no notice shall be required and any business may be transacted at such meeting.
Section II. INFORMAL ACTION OF LOT OWNERS.
Any action which taken at a meeting of the lot owners may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting (that is, the voting members) and filed with the Secretary of the Association to be kept in the Association’s minute book.
ARTICLE III – BOARD OF DIRECTORS
Section 1. NUMBER.
During its first year of operation after incorporation, the business and property of the Association shall be managed and directed by a Board of Directors composed of three (3) persons, each of whom shall be a lot owner or co-owner. Thereafter, such Board shall be composed of five (5) persons.
Section 2. ELECTION, TERM AND QUALIFICATION.
The three (3) members of the permanent Board of Directors shall be elected at an annual meeting of lot owners and those persons who receive the highest number of votes (whether or not a majority) shall be deemed to have been elected. Each Director shall hold office for the term for which he was elected or until his death, resignation, retirement, removal, disqualification or his successor is elected and qualifies. At the first annual meeting of the Association at which the election of the Board of Directors is to be held, the three (3) members of the permanent Board of Directors shall each be elected for a one (1) year term. At the next annual meeting, five (5) members of the Board of Directors shall be elected, three (3) of whom shall each be elected for a one (1) year term and two (2) of whom shall each be elected for two (2) year terms. At all subsequent annual meetings three (3) members of the Board of Directors shall be elected. At all such elections, the two (2) candidates for the Board of Directors receiving the highest number of votes shall be designated as Board members to serve for the two (2) year terms. The size of the permanent Board of Directors may be increased or decreased from time to time upon the affirmative vote of at least seventy-five (75%) of those lot owners entitled to vote at any meeting at which a quorum is present, provided that said Board shall not be less than three (3) in number nor greater than five (5) in number.
Section 3. REMOVAL.
Directors may be removed from office with or without cause by affirmative vote of the lot owners having 75% of the total votes entitled to vote at any election of Directors. If the Directors are so removed, new Directors may be elected at the same meeting.
Section 4. VACANCIES.
A vacancy occurring in the Board of Directors, including directorships not filled by the lot owners, may be filled by a majority vote of the remaining Directors, though less than a quorum, or by the sole remaining Director, but a vacancy created by an increase in the authorized number of Directors shall be filled by election at an annual meeting or a special meeting of lot owners called for that purpose. Voting members may elect a Director at any time to fill any vacancy not filled by the Directors.
Section 5. COMPENSATION.
The Board of Directors shall receive no compensation for their services unless expressly allowed by the Board at the direction of the lot owners having 75% of the total votes entitled to vote at an election of Directors.
Section 6. EXECUTIVE COMMITTEES.
The Board of Directors may, by resolution adopted by a majority of the number of Directors fixed by these By-Laws, designate two or more Directors to constitute an Executive Committee, which committee to the extent provided in such resolution shall have and may exercise all of the authority of the Board of Directors in the management of Sorrento Skies.
Section 7. POWERS AND DUTIES.
The Board of Directors shall have the power and duties necessary for the administration of the affairs of Sorrento Skies and may do all such acts and things, except such acts as by law or by Declaration or by these By-Laws may not be delegated to the Board of Directors. Such powers and duties of the Board of Directors shall include, but shall not be limited to, the following:
- Operation, care, upkeep, repair, maintenance and replacement of the streets, entrance gates, signs, picnic area and other common areas of Sorrento Skies and payments therefor.
- Determination of the common expense assessments required for the affairs of Sorrento Skies, including without limitation, the operation and maintenance of the common areas, if any.
- Collection of common expense assessments from the lot owners.
- Employment and dismissal of the personnel necessary for the maintenance, repair and replacement of Sorrento Skies, including without limitation, the common areas, if any.
- The adoption and amendment of such reasonable rules and regulations as it may deem advisable for the maintenance, conservation and beautification of Sorrento Skies, including without limitation, the common areas, if any, and for the health, comfort, safety and general welfare of the lot owners and occupants of such property. Written notice of such rules and regulations shall be given to all lot owners and the entire property shall at all times be maintained subject to such rules and regulations. Lot owners shall have the obligation and responsibility of giving copies of the rules and regulations to their invitees, guests and any other occupants of their lot.
- Opening of bank accounts on behalf of the Association and designating the signatories required therefor.
- Signing all agreements, contracts, deeds and other vouchers for payment of expenditures and other instruments in such manner as from time to tine shall be determined by written resolution of the Board.
- Making repairs, additions and improvements to or alterations or resolutions or restoration of the property in accordance with the other provisions of these By-Laws, after damage or destruction by fire or other casualty, or as a result of a condemnation or eminent domain proceeding.
- Enforcement of the restrictions or rules and regulations affecting Sorrento Skies, including any common areas, by any legal means or proceeding allowed under the provisions of these By-Laws.
- Payment of all taxes and assessments which are or may become liens against any part of Sorrento Skies, other than the lots, and assessment of the same against the lot owners in the manner herein provided.
- Adoption of a seal for the Association.
- Hiring attorneys and other professionals.
- Any other powers and duties reserved to the Board of Directors in these By-Laws, the Articles of Incorporation of the Association or the restrictions affecting the property.
ARTICLE IV – MEETINGS OF DIRECTORS
Section 1. ORGANIZATIONAL MEETING.
The first meeting of a newly elected three (3) member permanent Board of Directors shall be held within fifteen (15) days following the meeting of the lot owners at which the Board is elected. No notice to the newly elected members of the Board of Directors shall be necessary in order to legally constitute such meeting, provided a quorum shall be present.
Section 2. REGULAR MEETINGS.
A regular meeting of the Board shall be held immediately after, and at the same place as, the annual meeting or substitute annual meeting of the lot owners. In addition, the Board of Directors may provide by resolution the time and place within Watauga County in the State of North Carolina, for the holding of a regular meeting of the Board.
Section 3. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or with the request of the President or by any two Directors. Such meetings shall be held within Watauga County in the State of North Carolina.
Section 4. NOTICE OF MEETINGS.
Regular meetings of the board of Directors may be held without notice. The person or persons calling a special meeting of the Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
Section 5. WAIVER OF NOTICE.
Any member of the Board of Directors may at any time waive notice of any meeting of the Board of Directors, in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof. If all the members of the Board of Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 6. QUORUM.
A majority of the number of directors fixed by these By-Laws shall be required for and shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 7. MANNER OF ACTING.
Except as otherwise provided in this section, the action of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A vote of a majority of the number of directors fixed by the By-Laws shall be required to adopt a resolution appointing an Executive Committee. Vacancies in the Board of Directors may be filled as provided in Article III, Section 4, of these By-Laws.
Section 8. ORGANIZATION.
Each meeting of the Board of Directors shall be presided over by the President of the Association, and in the absence of the President, by any person selected to preside by the vote of the majority of the Directors present. The Secretary or, in his absence, an Assistant Secretary or, in the absence of both the Secretary and Assistant Secretary, any person designated by the President of the meeting, shall act as Secretary of the meeting.
Section 9. INFORMAL ACTION OF DIRECTORS.
Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action is taken.
Section 10. MINUTES.
The Board shall keep minutes of its proceedings.
Section 11. FIDELITY BONDS.
The Board of Directors may require all officers, employees, agents or independent contractors handling or responsible for Association funds to be covered by adequate fidelity bond coverage. The premiums on such bonds shall constitute a common expense.
Section 12. LIABILITY OF THE BOARD.
The members of the Board of Directors shall not be liable to the lot owners for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith. The lot owners shall indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of these By-Laws.
ARTICLE V – OFFICERS
Section 1. NUMBER.
The principal officers of the Association shall consist of a President, a Secretary, a Treasurer and such Vice President and Assistant Secretaries, Assistant Treasurer and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person except the offices of the President, Vice President and Secretary.
Section 2. ELECTION AND TERM.
The officers of the Association shall be elected by and from among the Board of Directors. Such elections may be held at the regular annual meeting of the Board. Each officer shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification or his successor is elected and qualifies.
Section 3. REMOVAL.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. COMPENSATION.
Officers shall receive no compensation for their services unless expressly allowed by the Board at the direction of the lot owners having 75% of the total votes entitled to vote at an election of Directors.
Section 5. PRESIDENT.
The President shall be a lot owner and shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall supervise and control the management of the Association. The President shall when present, preside at all meetings of the Board and of the lot owners, and in general, shall perform all duties incident to the office of the President and such other duties as may be prescribed from time to time by the Board.
Section 6. VICE PRESIDENT.
The Vice President elected by the board of Directors shall, in the absence or disability of the President, have the powers and perform the duties of said office. In addition, each Vice President shall perform such other duties and have such other powers as shall be prescribed by the President.
Section 7. SECRETARY.
The Secretary shall keep accurate records of the acts and proceedings of all meetings of lot owners and directors. He shall give, or cause to be given, all notices required by law and by these By-Laws. He shall have general charge of the minute books and records of both the lot owners and the Board. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of the Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.
Section 8. TREASURER.
The Treasurer shall have custody of all Association funds and securities and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Association in books especially provided for the purpose. He shall cause a true statement of its assets and liabilities as of the close of each fiscal year, and of the results of its operations and of changes in surplus for each fiscal year, all in reasonable detail, to be prepared and distributed to all lot owners and members of the Board of Directors within ninety (90) days following the end of each fiscal year. The statement shall be kept available for inspection by any lot owner for a period of three (3) years. The Treasurer shall also prepare and file all reports and returns required by federal, state or local law and shall generally perform all other duties as may be assigned to him from time to time by the President or the Board of Directors.
Section 9. ASSISTANT SECRETARIES AND TREASURERS.
The Assistant Secretaries and Assistant Treasurers, if any, shall, in the absence or disability of the Secretary and Treasurer, respectively, have all the powers and perform all the duties of those officers, and they shall in general perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or Board of Directors.
ARTICLE VI – OPERATION OF PROPERTY
Section 1. DETERMINATION OF COMMON EXPENSES AND FIXING OF COMMON CHARGES.
The Board of Directors shall from time to time and at least annually, prepare a budget for Sorrento Skies, determine the amount of the common charges payable by the lot owners to meet the common expenses of Sorrento Skies, and assess such common charges equally among the lot owners.
The common expenses shall also include such amounts as the Board of Directors shall deem proper for the operation and maintenance of Sorrento Skies, including without limitation, an amount for working capital, for a general operating reserve, and to make up any deficit in the common expenses for any prior year. The Board of Directors shall advise all lot owners, promptly in writing, of the amount of common expenses payable by each of them, as aforesaid, and shall furnish copies of each budget on which such common expenses are based, to all lot owners.
Section 2. LIMITATION ON INCREASED COMMON CHARGES.
Should the Board of Directors determine that the estimated aggregate amount of the common expenses to be assessed for any fiscal year requires aggregate common charges payable by the lot owners which exceed 150% of those levied in the preceding fiscal year, the proposed budget requiring such increased charges shall be submitted to the lot owners for approval at the annual meeting or a special meeting called for such purpose. If, at such meeting, the majority of the votes cast approve such budget, the charges shall be made in accordance with such proposed budget. If the proposed budget is not approved by the majority votes cast at such meeting, the Board of Directors shall make reductions in the proposed budget until either (a) the proposed budget is approved by the majority of the votes cast in a meeting called for such purpose or (b) the required increased charges does not exceed 125% of that levied in the preceding year.
Section 3. SPECIAL ASSESSMENTS.
Notwithstanding any provision in these By-Laws to the contrary, the Board of Directors may upon the unanimous affirmative vote of all Directors then serving and eligible to vote (by telephonic communication if necessary) levy a one-time special assessment for the purpose of dealing with any matter which the said Board shall deem in its sole discretion to be urgent, extreme, requiring immediate attention or otherwise needing to be dealt with before the sufficient normal annual assessments can be collected to deal with the matter at hand, including without limitation the cost of any construction or reconstruction, repair or replacement of any streets, entrance gates, signs, picnic areas or other common areas of Sorrento Skies. Any action so taken by the Board may be rescinded or modified at any special meeting of the lot owners called for such purpose or at any annual meeting of the lot owners. The due date of the special assessment and manner of payment shall be determined by the Board.
Section 4. PAYMENT OF COMMON CHARGES.
All lot owners shall be obligated to pay the common expenses assessed by the Board of Directors pursuant to the provisions of Section l of this Article VI at such time or times as the Board shall determine.
No lot owner shall be liable for the payment of any part of the common expenses assessed against his lot subsequent to a sale, transfer or other conveyance by him of such lot. Except for a mortgagee or other transferee in foreclosure, a purchaser of a lot shall be jointly and severally liable with the seller for the payment of common expenses assessed against such lot prior to the acquisition by the purchaser of such lot without prejudice to the purchaser’s rights to recover from the seller amounts paid by the purchaser therefor.
Section 5. COLLECTION OF ASSESSMENTS.
The Board of Directors shall assess common expenses against the lot owners from time to time and at least annually and shall take prompt action to collect any common expenses which remain unpaid for more than thirty (30) days from the due date for payment thereof. The Board of Director’s shall notify the holder of the first mortgage on any lot (of which it has notice) for which any common expenses assessed pursuant to these By-Laws remain unpaid for more than thirty (30) days from the due date for payment thereof and in any other case where the lot owner of such lot is in default with respect to the performance of any other obligation hereunder for a period in excess of thirty (30) days.
Section 6. DEFAULT IN PAYMENT OF COMMON EXPENSES.
In the event of default by any lot owner in paying to the Board of Directors the common expenses as determined by the Board, such lot owner shall be obligated to pay interest on such common expenses from the due date thereof at the highest rate the law allows; together with all expenses, including reasonable attorney’s fees, incurred by the Board in any proceeding brought to collect such unpaid expenses. Any checks returned for insufficient funds, closed account or other reason shall incur a late charge of 1.5% per month interest on the unpaid amount as well as the maximum charge allowed by law for returned checks. In addition to all other rights and remedies available to the Association for default in the payment of assessments, no lot owner who shall be delinquent in such payment shall be allowed to vote in person or by proxy on any matter submitted to a vote of lot owners, and such vote shall not be counted as a part of the total votes for or against any matter, or present or eligible for any voting purpose, such as determining a quorum, meeting a percentage requirement to pass or defeat a measure, or for any other purpose.
The Board shall have the right and duty to attempt to recover such common expenses, together with interest and other charges thereon, and the expenses of the proceedings, including reasonable attorney’s fees and any expenses or lost wages incurred by any Board member past or present, in an action to recover a money judgment for the same brought against such lot owner, or by foreclosure of the lien on such lot in like manner as a deed of trust or mortgage of real property. The Board of Directors shall also have the right to impose uniform late payment charges for delinquent common expense payments, which charges shall also be recoverable by the proceedings specified above.
Section 7. LIEN AND PERSONAL OBLIGATION.
All common expenses provided for in this Article, together with the interest and expenses, including reasonable attorney’s fees, as provided for herein, shall be a charge on and a continuing lien upon the lot against which the assessment is made, which such lien shall be prior to all other liens excepting only (i) tax liens on the lot in favor of any assessing authority and (ii) all sums unpaid on a first mortgage or deed of trust of record permitted under the restrictions affecting Sorrento Skies. Such lien shall become effective when a notice thereof has been filed in the Office of the Clerk of Superior court for Watauga county, North Carolina, provided such notice of lien shall not be recorded until such sums assessed remain unpaid for a period of more than thirty (30) days after the same shall become due. Such notice of lien shall also secure all assessments against the lot becoming due thereafter until the lien has been satisfied. In addition, each lot owner shall be personally liable for any assessment against his lot. No lot owner may exempt himself from such liability by non-use or enjoyment of any portion of Sorrento Skies or by the abandonment or sale of his lot.
Section 8. FORECLOSURE OF LIENS FOR UNPAID COMMON EXPENSES.
In the event a Mortgagee or other purchaser (other than the Association) purchases and takes title to a lot as a result of a foreclosure, or proceedings held in lieu of foreclosure by Mortgagee, with respect to the first mortgage or deed of trust on such lot, such purchaser, his successor and assigns, shall not be liable for the share of the assessment for common expenses of the Association chargeable to such lot which became due prior to the acquisition of title to such lot by such purchaser.
Section 9. STATEMENT OF COMMON CHARGES.
The Board of Directors shall promptly provide any lot owner so requesting the same in writing with a written statement of all unpaid common expenses due from such lot owner. The Board may charge a reasonable fee for providing such a written report.
Section 10. DAMAGE TO COMMON AREAS.
Each lot owner shall reimburse the Association within thirty (30) days for all expenses incurred by it in repairing or replacing any uninsured loss or damage to the common areas of Sorrento Skies, including without limitation the streets, entrance gates, signs, picnic area and other common areas, caused by such owner, his invitees, lessees, guests or other occupant of his lot and shall give prompt notice to any Board member of any such loss or damage or other defects in Sorrento Skies when discovered.
The Board shall have the right and duty to attempt to recover such expenses for loss or damage, together with interest thereon, and the expenses of the proceedings, including reasonable attorneys’ fees and any expenses or lost wages incurred by any Board member both past and present, in any action to recover a money judgment or enforce a lien for the same brought against such lot owner.
ARTICLE VII – RECORDS AND AUDITS
The Board of Directors shall keep detailed records of the actions of the Board, minutes of the meetings of the Board of Directors, minutes of the meetings of the lot owners, and financial records and books of account of the Association, including a chronological listing of receipts and expenditures, as well as a separate account for each lot which, among other things, shall contain the amount of each assessment of the common expenses against each lot, the date when due, the amounts paid thereof and the balance remaining unpaid. The financial records and books of account shall be available for examination by all the lot owners, their mortgagees and their duly authorized agents or attorneys at convenient hours.
ARTICLE VIII – INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
The Association shall indemnify any director or officer or former director or officer of the Association or any person who may have served at the request of the Association as a director or officer of another corporation, whether for profit or not for profit, against expenses (including attorney’s fees) or liabilities actually and reasonable incurred by him in connection with the defense of or as a consequence of any threatened, pending or completed action, suit or proceeding (whether civil or criminal) in which he is made a party or was (or is threatened the be made a party) by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.
The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, By-Laws, agreement, vote of members or disinterested directors or otherwise, both as to action in his 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, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability. The Association’s indemnity of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such person may collect as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Association or (ii) from such other corporation, partnership, joint venture, trust or other enterprise. Nothing contained in this Article VIII or elsewhere in these By-Laws, shall operate to indemnify any director or officer if such indemnification is for any reason contrary to any applicable state or federal laws.
ARTICLE IX – AMENDMENT
Section 1. SOURCE.
Any member in good standing may submit a suggested amendment to the Association By-Laws.
Section 2. SUBMISSION PROCEDURE.
A recommendation for amendment to Association By-Laws shall be submitted in writing, signed by a member or members and presented to the Secretary for delivery to the By-Laws committee.
Section 3. REVIEW PROCEDURE.
After editorial review and content evaluation of the proposed amendment by the By-laws Committee, it will be presented to the Board of Directors with a recommendation for approval, disapproval or modification, as may be appropriate. The Board, by majority vote, shall accept or reject the recommendation of the Committee.
Section 4. INFORMATION PROCEDURE.
When a recommendation has been approved by the Board, a proposed amendment and/or revision of the Association By-Laws shall be promulgated, in writing, to the full membership for its information and consideration for a period of at least thirty (30) days prior to final deliberative action.
Section 5. VOTING AND ADOPTION.
These By-Laws may be amended or revised at any regular meeting or at a special meeting called for that purpose, by a majority of those eligible voting members, present in person or by proxy and voting. Adoption of the amendment or revision shall become effective with an affirmative vote. Copies of all amendments duly adopted shall be given to each lot owner.
ARTICLE X – LOT TRANSFER
Section 1. TRANSFER FEE.
There is to be a transfer fee of $50.00 payable by the buyer to Sorrento Skies Property Owners Association, Inc., at the closing of any lot. This fee is to be used as part of the general operating fund of the project. Upon receiving the transfer fee, the Board shall give the Buyer a copy of these By-Laws, the general rules and regulations of the project (if applicable) and any other information pertaining to the project that is normally given to lot owners.
Section 2. N0TIFICATION OF SALE.
The President or in case of his absence, another Board Member, shall be notified within seven (7) days prior to the sale of any lot or improved property within Sorrento Skies.