MacGregor Downs Homeowners Association, Inc.
P.0. Box 603 Cary, NC 27512
BYLAWS
(As Amended September 18, 1990)
Article One
Offices
The principal office of the association in the State of North Carolina shall be located at P.0. Box 603, Town of Cary, County of Wake, State of North Carolina.
Article Two
Purposes and Objects
In amplification of the purposes for which the association has been formed as set forth in the articles of incorporation, the purposes and objects are as follows:
1. To protect the collective and individual property rights and promote civic interests of all persons owning property in a certain subdivision known as MacGregor Downs, located in Cary, North Carolina.
2. To enforce the protective covenants for MacGregor Downs Subdivision through the operation of an Architectural Committee as assigned by MacGregor Downs Inc. on the 21st day of September 1982, and as recorded in the office of the Register of Deeds of Wake County in a document entitled “Amendment to Protective Covenants” found in Book 3049, Page 448, of the Wake County Registry.
3. To counsel with the Planning Commission and City Council of the City of Cary in relation to any zoning, street construction and maintenance, construction on dedicated home sites, enlargement and improvement of roadways, street lighting and the provision of police and fire protection, and in relation to any and all acts that may affect any portion of the property within the confines of the said subdivision.
4. To counsel with the officers and directors of MacGregor Downs Inc., The MacGregor Downs Country Club Ltd., and the MacGregor Downs Garden Club.
5. To influence the owners of all occupied, vacant, and unimproved lots and plots now existing or that hereafter shall exist in the subdivision in keeping them in good order and condition, in preventing them from becoming a nuisance and a detriment to the beauty of the subdivision and to the value of the improved property therein, and to take any action with reference to such occupied, vacant, and unimproved lots and plots as may be necessary or desirable to keep them from becoming such a nuisance and detriment.
6. To counsel with the management and advisory board of the MacGregor Downs Country Club in the arrangement and conduct of functions, which directly affect the members of this association.
7. To do any and all things to promote the general welfare of the residents and owners of any portion of MacGregor Downs Subdivision and their property interests therein.
Article Three
Members
(a) Class of Members. The corporation shall have two classes of members: regular
members and associate members. The qualifications and rights shall be as follows:
(1) Every beneficial owner, as distinguished from a security owner, of a residential unit of MacGregor Downs, County of Wake, State of North Carolina, as herein particularly described, shall be a member. A residential unit is interpreted to mean a lot with a home constructed thereon. Beneficial owner shall also include the owner of any unit that has been resubdivided and improved under a condominium program or a townhouse has been constructed thereon. Membership includes every said beneficial owner that are included in the boundaries of MacGregor Downs Subdivision as defined in a map which is attached to these articles as Annex A. The members described in this paragraph shall have full voting rights.
(2) Associate members shall be those owners of dedicated lots in MacGregor Downs Subdivision as defined in the boundaries shown on the map attached to these articles as Annex A, whereupon no residence has been constructed, but where the owner does intend to
construct a residence thereon. Any individual applying for associate member must indicate his intent to construct a residence on his lot upon application for membership. Associate members may attend regular and special meetings of the association; however, will not be
entitled to vote.
(3) Membership shall include an undertaking by the applicant to comply with and be bound by the articles of incorporation, the bylaws and amendments thereto, and the policies, rules, and regulations at any time adopted by the corporation in accordance with these bylaws. Membership shall be accompanied by payment of the first year’s dues in advance.
(4) Membership in this corporation shall terminate on such member’s ceasing to be a beneficial owner of a residential building site, lot, or unit in or on the property described herein.
(b) Voting Rights. Each regular member in good standing shall be entitled to vote on each matter submitted to a vote of the members. A regular member shall have one vote for each residential building site of which he is a beneficial owner, and in the event of any lot resubdivided for condominium purposes, this shall mean one vote for each unit of ownership as resubdivided.
(1) At membership meetings all votes shall be cast in person, or by proxy registered with the secretary.
(2) The board of directors is authorized to establish regulations providing for voting by mail.
(c) Assignment of Rights. A beneficial owner who is a member of the corporation may assign his membership rights to the tenant residing in or on the beneficial owner’s building site or unit. Such assignment shall be effected by filing, with the secretary of the corporation, a written notice of assignment signed by the beneficial member.
Article Four
Meetings of Members
(a) Annual Meeting. An annual meeting of the regular and associate members for the purpose of hearing reports from all officers and standing committees and for electing directors shall be held in the County of Wake, State of North Carolina, in September of each year. The board of directors shall fix the time and place.
(b) Regular Meetings. In addition to the annual meetings, regular meetings of the members may be held at such times and places determined by the board of directors.
(c) Special Meetings.
(1) A special meeting of the members may be called by the board of directors.
(2) A special meeting of the members must be called within fourteen (14) days by the president, or the board of directors, if requested by not less than one-third of the members having voting rights.
(d) Notice of Meetings. Written notice stating the place, date, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote on the day preceding the mailing, not less than fourteen (14) days before the date of such meeting.
(e) Quorum. The members holding ten percent (10%) of the votes that may be cast at any meeting, including proxies, shall constitute a quorum at any meeting of the members. In the absence of a quorum, a majority of the eligible members present may recess the meeting from time to time without further notice. In determination of a quorum for purposes of any matters submitted to the membership for voting by mail, any persons casting votes by mail shall be considered present at the meeting.
(f) Proxies. At any meeting of the members, a member entitled to vote may vote by proxy. The member may execute a proxy in writing. No such proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Additionally, any voting member in good standing who fails to return to the secretary before the date of the meeting either a properly executed mail ballot or A written proxy shall be deemed for all corporate purposes to have granted an unrestricted proxy to the Association’s secretary, which proxy shall be valid only for the same meeting or reassemblies of any recesses thereof.
Article Five
Board of Directors
(a) General Powers. The affairs of the association shall be managed by the board of directors, subject to the instructions of the members at a duly constituted meeting, or subject to the approval of the membership as expressed by a vote of the membership.
(b) Number, Tenure and Qualifications. The number of directors shall not be less than nine and if increased, by a majority vote of the board of directors, the number shall be a number divisible by three. One third of the directors shall be elected each year and shall hold office for a period of three years. All directors must be members entitled to
vote.
(c) Regular Meetings. The board of directors shall hold regular meetings during at least eight months of each fiscal year, at times and places it shall select.
(d) Special Meetings. A special meeting of the board of directors may be called by or at the request of the president or of any three directors.
(e) Notices. Notice of any special meeting of the board of directors shall be given at least four days prior thereto, by written notice delivere4 personally or sent by mail to each director. Any director may waive notice of any meeting.
(f) Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, but if less than a majority of the directors is present at said meeting, a majority of the directors present may recess the meeting from time to time, and without further notice.
(g) Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
(h) Duties:
(1) To transact necessary business in the intervals between regular meetings and such other business as may be referred to it by the association and its members.
(2) To create special committees as necessary to transact business or to study special problems.
(3) To receive and act upon reports from standing and special committees.
(4) To present a report at the annual meeting of the association.
(5) To appoint an auditing committee at least two weeks before thelast week of the fiscal year to audit the treasurer’s accounts. If requested by either the outgoing or incoming treasurer, however, an independent auditor shall be engaged to conduct an audit upon termination of the treasurer’s tenure.
(6) To approve and commit financial transactions without prior authorization or approval of the general membership, but no commitment in excess of $2000.00 shall be made unless all of the directors, including those not present at the meeting, approve such commitment at the meeting or by signing the minutes of the meeting.
(7) To appoint a nominating committee for replacement of officers and directors at least two weeks prior to the annual meeting.
(8) To enforce, or at its discretion to aid in the enforcement of, protective covenants applicable to residential units or lots in MacGregor Downs, as defined.
(i) Vacancies. Any vacancy occurring in the board of directors, and any directorship to be filled by reason of the increase in the number of directors, shall be filled by election by the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Article Six
Officers
(a) Officers. The officers of the association shall be a president, a vice president, a secretary, and a treasurer.
(b) Qualification and Method of Election. The officers shall be members of the board of directors, shall be elected by the board of directors, and shall serve for a term of one (1) year.
(c) President. The president shall preside at all meetings of the association and of the board of directors at which he or she is present, shall exercise general supervision of the affairs and activities of the association, shall appoint the chairman and all members of all committees, and shall serve as a member ex officio of all committees.
(d) Vice-president. The vice-president shall assume the duties of the president during his or her absence and shall perform such other duties as may be assigned from time to time by the president.
(e) Secretary. The secretary shall keep the minutes of all of the meetings of the association and of the board of directors, which shall be an accurate and official record of all business transacted. The secretary shall be custodian of all corporate records.
(f) Treasurer. The treasurer shall receive all corporate funds; keep them in a bank approved by the board of directors, and pay out funds on notice only by him. The treasurer shall be a member ex officio of the finance committee.
(g) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by majority vote of the board of directors for the unexpired portion of the term.
Article Seven
Standing Committees
(a) Membership. The membership committee shall receive and act upon all applications for membership and submit recommendations to the board of directors for acceptance or rejection.
(b) Bylaws. The bylaws committee shall receive recommendations for amendments to these bylaws and submit them to the board of directors for approval prior to being submitted to the regular membership for consideration.
(c) Nominating. The nominating committee shall prepare a slate of directors for consideration by the membership at the annual meeting and a slate of officers to be considered by the board of directors.
(d) Finance. The finance committee shall be responsible for all fiscal matters pertaining to the association.
(e) Municipal Coordination. The municipal coordination committee shall be responsible to have representation at meetings of the Town of Cary Town Council, Planning Commission and/or any zoning hearing which has an effect upon MacGregor Downs. It shall prepare a report of each meeting and prepare recommendations pertaining to any proposals that may affect the association.
(f) Architectural. The architectural committee shall consist of three members and be responsible for overseeing, considering and approving or disapproving sizes, shapes and locations of buildings, designs, decorations, or improvements of any types, including buildings, fences, mailboxes, outside lighting, newspaper boxes, screen planting, or other improvements, as provided in the applicable protective covenants.
(g) Grievance. The grievance committee is charged with receiving, considering, and attempting to resolve any complaints submitted by members in good standing, except those which fall within the jurisdiction of the architectural committee.
Article Eight
Fees, Dues and Assessments
(a) Annual Dues. The annual dues for each member shall be the same for each member and shall be Four Dollars ($4.00) per year, subject to such modification as a majority of the directors may require, provided, however, that no increase above Ten Dollars ($10.00) per year may be determined without 2/3 (two-thirds) of the members approving such increase. The annual dues for associate members shall be Two Dollars ($2.00) per year.
(b) Special Assessments. Special assessments may be levied on members of this corporation only by a vote of 2/3 (two-thirds) of the majority of all members of the corporation. The procedure for voting on proposed assessments shall be the same as the procedure provided herein for voting on amendments to these articles.
Article Nine
Fiscal Year
The fiscal year of the corporation shall end on the 31st of August.
Article Ten
Amendments
(a) Proposals. Amendments to these bylaws may be proposed in writing to the board of directors of the association by the bylaws committee, on its own initiative and at any time, or over the signatures of three (3) or more regular members in good standing no later than forty-five (45) days prior to a scheduled meeting of members.
(b) Procedures. The board of directors shall consider all proposed amendments and, by a majority vote, decide whether to endorse, oppose, or seek modification thereof. All proposed amendments except those initiated by the bylaws committee must be submitted for consideration by the membership no later than at the next annual meeting following their timely receipt.
(c) Voting. Proposed amendments shall be printed and distributed to all members eligible to vote on the day preceding the mailing, together with requests for proxies and a brief statement of the board of directors’ position on the proposed amendments, at least fourteen (14) days prior to the meeting at which they are to be considered. Such amendments and accompanying explanations shall be read or explained at the meeting of members, and discussion shall be invited for or against adoption thereof. A proposed amendment shall become effective when approved by a two-thirds (2/3) majority of the votes cast by members, in person, by proxy, or by mail ballot (if permissible).
Article Eleven
Indemnities
(a) General. Officers, directors, employees, and committee members shall be indemnified against costs and expenses incurred, including attomeys fees and other costs incurred in defense there against, in pursuit of the association’s purposes and objects as set forth in these bylaws and as mandated by the membership at a duly constituted meeting, except as otherwise provided in sections (b) and (c) hereof.
(b) Directors. A director shall not be entitled to indemnification from damages based on an action he or she has voted in favor of, if that action violates or clearly exceeds the scope of purposes and objects of the association as set forth in these bylaws or as mandated by the membership at a duly constituted meeting.
(c) Officers, Employees and Committee Members. An officer, employee, or committee member shall not be entitled to indemnification based on an action which violates or clearly exceeds the purposes and objects of the association as set forth in these bylaws or as mandated by the membership at a duly constituted meeting and also dearly exceeds the responsibilities assigned to said person under these bylaws and any direction given to said person by the board of directors or a superior.