1. Number and Qualification. The affairs of the Association shall be managed by a Board of Directors consisting of not less than three (3) nor more than ten (10) directors (the "Directors"), all of whom shall be members of the Association, except that none of the initial Directors need be Members. Directors need not be residents of the state of North Carolina. The number of directors on the initial Board appointed by the Incorporator shall be established by the Incorporator. After the completion of the turnover by the Declarant of the management of the Subdivision, as provided in the Declaration, the number of Directors shall be established by the Board. No Member shall be eligible to serve as a Director unless all assessments, and any interest, fees and costs associated therewith, which are attributable to the Member's Lot are completely paid and up to date.
2. Term and Term Limits. The Term of Office of a Director elected by the Members after the turnover by the Declarant of the Management of the Subdivision, as provided in the Declaration, shall be staggered terms of three (3) years. Each Director shall serve until his or her death, resignation, retirement, removal, disqualification, or until his or her successor has been appointed, elected and qualified. No individual shall be allowed to serve more than three (3) consecutive terms as a Director. Any individual who has served three (3) consecutive terms as a Director shall not be eligible to serve as a Director until a period of one (1) year shall have elapsed since his or her last date of service as a Director.
3. Nomination and Election. After the completion of the turnover of the management by the Declarant to the Association, nominations for election to the Board of Directors shall be made by the Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board, and two Members in good standing, all of whom shall be appointed by the Board prior to each annual meeting of the Members, to serve from the close of such meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for elections to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Election to the Board of Directors shall be by secret written ballot. The persons receiving a plurality of the votes cast shall be elected. Cumulative voting is not permitted.
4. Vacancy. Any vacancy occuring in the Board of Directors by reason of transfer of ownership, death, resignation, retirement, disqualification, removal from office or other reason, may be filled by the remaining Board of Directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.
5. Removal. Any Director elected by the Voting Members may be removed from the Board of Directors, with or without cause, by a majority vote of the total membership of the Association.
6. Initial Board of Directors. The initial Board of Directors shall consist of those Directors appointed by the Incorporator, as provided in Chapter 55A of the North Carolina General Statutes. The Initial Board of Directors shall serve until the first annual meeting of Members.
7. Compensation. No Director shall receive compensation for any service he may render to the Association in his capacity as a Director. However, each Director shall be reimbursed for actual expenses incurred in the performance of his duties.
8. Powers. The Board of Directors may exercise all corporate powers not specifically prohibited by statute, the Articles of Incorporation or the Declaration. The powers of the Board shall specifically include, but not be limited to, the following:
a. To propose and adopt an annual budget for the Subdivision.
b. To make and collect all assessments and establish the time within which payment of such assessments are due.
c. To use and expend the assessments collected to maintain, care for, manage and preserve the common area.
d. To insure the common areas and facilities of Subdivision in the manner set forth in the Declaration against loss from fire and other casualty, public Liability, and to purchase such other insurance as the Board may deem advisable.
e. To employ and compensate such personnel as may be required for the maintenance and preservation of the property.
f. To make and amend rules and regulations governing the use of the common areas and facilities and the conduct of the Lot owners, their tenants and guests.
g. To acquire, rent or lease property in the name of the Association or its designee.
h. To contract for management of Subdivision and to delegate to such manager , employee or contractor any or all powers and duties of the Association, except those specifically reserved to the Board of Directors or the membership of the Association.
i. To enforce the provisions of these Bylaws, the Declaration and the rules and regulations promulgated thereunder by any legal means, including the denial of a Lot Owner's right to use the common areas and facilities and assessment of penalties.
j. To adopt and enforce traffic regulations and designate and regulate parking spaces for any common areas and roads.
