Round Mountain Property Owners Association

Round Mountain Property Owners Association, Inc.

By-Laws

(Ratified and updated Annual Meeting, October 14, 2023)

Article I             DEFINITION AND PURPOSE 

The ROUND MOUNTAIN PROPERTY OWNERS ASSOCIATION (hereafter referred to as the Association) is an autonomous organization composed of owners of real property consisting of Round Mountain West Venture, Round Mountain West Joint Venture, Round Mountain Central, Section One of Round Mountain Estates, Arrowhead Ridge, Running Bear Tracts, and such other developments which may be located in the vicinity of the developments herein above listed which are also now being developed or which may hereafter be developed. The Association is incorporated as a nonprofit corporation.

The purpose of the Association, according to the Articles of Incorporation, filed with the State of North Carolina, (A) is to further and promote the common interests of owners of lots and (B) to own, maintain, operate and provide for the operation of common properties of all kinds for the use, enjoyment and benefit of its members. 

Within this Association, the Covenants and Deed Restrictions are not uniform for all Property Owners. Most Property Owners must pay for expenses of Road Maintenance. Most Property Owners are not required to pay for special projects, which are not associated with Road Maintenance. However, the Property Owners may incur expenses that cover a multitude of purposes, but that are for the benefit of all Property Owners within the Association. 

Article II            ADDRESS 

The principal office of the Association in the State of North Carolina shall be located in Transylvania County. The address of the Association shall be: 

Round Mountain Property Owners Association, Inc. 

572 Round Mountain Road 

Brevard, North Carolina 28712 

The Corporation shall have and continuously maintain in the State of North Carolina a registered office and a registered agent, whose office is identical with such registered office, as required by the North Carolina Non-Profit Corporation Act (North Carolina General Statue 55A). The address of the registered office may be changed from time to time by the Board of Directors of the Association. 

Article III           POWERS OF THE ASSOCIATION 

 These are powers, not duties, and each power is subject to the North Carolina Nonprofit Corporation Act, the provisions of the Association's articles of incorporation or the Restrictive Covenants. 

The association may: 

(1) Adopt and amend bylaws and rules and regulations; 

(2) Adopt and amend budgets for revenues, expenditures, and reserves and collect assessments for common expenses from lot owners; 

(3) Hire and discharge agents, and independent contractors; 

(4) Institute, defend, or intervene in litigation or administrative proceedings on matters affecting the Association;

(5) Make contracts and incur liabilities; 

6) Regulate the use, maintenance, repair, replacement, and modification of common elements; 

(7) Cause additional improvements to be made as a part of the common elements; 

(8) Acquire, hold, encumber, and convey in its own name any right, title, or interest to real or personal property;

(9) Grant easements, leases, licenses, and concessions through or over the common elements; 

(10) Impose and receive any payments, fees, or charges for the use, rental, or operation of the common 

elements other than the limited common elements and for services provided to lot owners;

[Note: numbers (8), (9), and (10) are powers granted to pre-1999 Associations only if they formally adopt the Planned Communities Act, Chap. 47-F. RMPOA has not voted to do so.]

(11) Impose reasonable charges for late payment of assessments due and owing to the association that remain unpaid for a period of 30 days or longer; 

(12) Impose reasonable charges in connection with the preparation and recording of documents, including, without limitation, amendments to the declaration or statements of unpaid assessments; 

(13) Provide for the indemnification of and maintain liability insurance for its officers, executive board, directors and agents; 

(14) Assign its right to future income, including the right to receive common expense assessments; 

(15) Exercise all other powers that may be exercised in this State by the Association; and 

(16) Exercise any other powers necessary and proper for the administration and operation of the Association.

Article IV           MEMBERS

Section 1.         MEMBERSHIP

 All owners of lots, as defined in Article I, are members of the Association. It is expected that all members will share equally the rights, privileges and obligations of the Association. 

Section 2.         RIGHTS & PRIVILEGES 

 Membership in the Association shall entitle the Owner(s) of a Lot to one (1) vote. When more than one Person owns an interest (other than a leasehold or a security interest) in any Lot, all such Persons shall be Members and the voting rights appurtenant to said Lot shall be exercised as they, among themselves, determine, but in no event shall more than (1) vote be cast with respect to any one (1) Lot. If an Owner owns more than one lot, s/he shall still be limited to one vote. 

Every Member shall have the right and privilege of using any Common Area. 

 Section 3.         MEETINGS 

 An annual meeting of the members shall be held each year on the second Saturday of October at a time and place, within the State of North Carolina, as determined by the President. A meeting agenda will be shared with the members. The purpose of the Annual Meeting will be to: 

1. Elect directors

2. Secretary to read the minutes from the previous October meeting

3. Treasurer to discuss the current and proposed budget in order to approve an Annual Operating Budget (i.e. recalculate the annual assessment if required) for the ensuing fiscal year and present to membership a report consisting of a Balance Sheet or Profit and Loss statement

4. Road Maintenance Supervisor to discuss road developments, current status, and long-range plans (i.e. propose new projects, improvements and refinements)

5. Discuss old and new business (such as Bylaws Amendments) as may come before the meeting.

6. Any other discussion topics on the agenda including the 5-year plan.

If a quorum is not present at the regularly scheduled meeting, the voting members in attendance have the option of adjourning and rescheduling the same meeting on the same day with a new quorum requirement that is one third (33) plus one (1) of the property owners who are entitled to cast votes either in person or by proxy. The original meeting notice shall satisfy as the notice requirement for the rescheduled meeting. If the new quorum requirement is still not met, no further reduction is allowed, and all business requiring a vote will be tabled and addressed at the next meeting of the RMPOA called by written notice. (Ratified 10/2008) 

To the extent possible, all meetings will use Roberts Rules of Order for conduct of the meetings.Special meetings of the members may be called by the President, a majority of the Board of Directors, or by request from at least ten percent (10) of the members. 

A quorum is required to vote on any motion. A quorum is not required to elect a Director or to ratify any budget. A quorum is present throughout any meeting of the Property Owners Association if a majority (50 + one member) of the property owners entitled to cast votes are present in person or by proxy at the beginning of the meeting. In the event business cannot be conducted at any meeting because a quorum is not present, those motions affected will be tabled and addressed at a later meeting where a quorum is present. 

Any member has the right to add an item to the agenda, providing that the item is received by the Board 70 days prior to the meeting. No issue requiring approval by the membership may be conducted without a meeting of the members 

Section 4.         NOTICE OF MEETINGS 

 A written or printed notice stating the agenda, place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than thirty (30) or more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Association, with postage thereon prepaid. 

 Section 5.         PROXIES FOR MEETINGS OF THE ASSOCIATION 

 Any item (announced in advance) to be voted on by the general membership at the annual meeting will be included on a proxy. Proxy statements will be sent to members along with the notice of the Annual Meeting. Proxy statements will include the provisions for the Property Owner to dictate votinginstructions to the person named in the proxies statement, Proxy statements may include a stipulation for voting in case any item is amended during the meeting. A proxy statement must be dated to be valid. A proxy is valid until the item is voted on. No votes may be cast for a Lot owned by the Association. All proxy statements must be given to the Association Secretary prior to the start of the meeting in order to determine the presence of a quorum. Proxy statements are then exercised by the individual named as holding the proxy. 

 Section 6.         RESIGNATION FROM THE ASSOCIATION 

 Any Member may resign by filing a written resignation with the Secretary but such resignation shall not relieve the Member so resigning of the obligation to pay any assessments or other charges accrued and unpaid together with such future assessments or other charges which such former member may be obligated to pay pursuant to the Declaration of Restrictions to which his lot is subject.

 Any resigned member is obligated to notify the Association of any address change. He will be billed each year for his annual assessment. He will not be notified of any activities of the Association and he will not be required to attend any meetings. Upon written request signed by a former member and filed with the Secretary, the Board of Directors will reinstate such former member with all rights, privileges and obligations of the Association. 

 Article V            THE BOARD OF DIRECTORS 

Section 1.         ELECTION AND TERM OF OFFICE OF DIRECTORS 

 The Property Owners shall elect an executive board of at least five Directors. A nominating committee shall prepare a slate of eligible candidates to be presented to the membership prior to the election. Each Director shall serve a two-year term beginning on January 1st following his/her election and ending on December 31st of the second year. Two (2) Directors shall be elected in even years and three (3) Directors shall be elected in odd years. At the discretion of the Board of Directors, an additional Director may be elected for a one-year term. Directors shall be voting members of the Association but need not be residents of the State of North Carolina, however they should be willing and able to participate in board meetings through the internet and/or phone if not in person.  Each director shall be eligible to be elected for two (2) consecutive terms with a restriction of at least a one-year terms lapse before serving for subsequent terms of office. (Ratified 10-09-2021)

Any vacancy occurring on the Board of Directors for any reason shall be filled by the Board of Directors. 

A Director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. 

 Section 2.         GENERAL POWERS OF THE BOARD OF DIRECTORS 

 The affairs of the Association shall be administered by its Board of Directors. In the performance of their duties, officers and members of the executive board shall act in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the officer reasonably believes to be in the best interests of the Association, according to the standards for officers and directors of a nonprofit corporation as set forth in North Carolina G.S. 55A. The Board shall develop a proposed Annual Operating Budget of income and expenses for the purpose of ratification by the members. The Board has the responsibility to assure that the expenses of the Association do not exceed the ratified budget, unless an emergency arises. During the year, in the event of projected expenses exceeding the budget, the Board shall call a meeting of the members to ratify a new budget. 

The Board may authorize any officer or officers of the Association to enter into any contract in writing and within limit of their authority in the name of and on behalf of the Association. 

The Board of Directors may accept on behalf of the Association, any contribution, gift, bequest or device, other than real property, for the general purposes or for any special purpose of the Association. 

Section 3.         MEETINGS OF THE BOARD OF DIRECTORS 

 A meeting of the newly elected Board of Directors shall be held, without other notice than these by-laws, immediately after the annual October meeting of the members. At this meeting, the Board shall elect officers for the ensuing year.

A regular meeting of the outgoing Board shall be held following the annual October meeting of the members for the purpose of (1) generating a letter to the membership to include the minutes of the annual meeting, the approved budget/assessment and the names of the officers for the ensuing year and (2) conducting any other remaining business of the Board. At this meeting the newly elected Board members shall be present to observe the Board meeting and transition into their new jobs. 

Meetings during the following year will be held at the discretion of the Board. There is to be a minimum of one (1) Board meeting per quarter with minutes to be distributed to the membership.  The President shall establish the time, location and agenda for regular meetings. Meetings of the Board may also be called by or at the request of two directors. Notice of any meeting shall specify th place, day, hour and purpose of the meeting. Such notice may be by telephone, written and delivered personally, by US Mail or by email prior to the meeting. 

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the directors is present at said meeting, the directors present may adjourn and reschedule the meeting. The act of a majority of the directors present at ameeting at which a quorum is present shall be the act of the Board of Directors. 

Any action may be taken without a meeting if consent in writing, setting forth the action so taken, has been signed by all of the directors. 

The RMPOA Board of Directors shall record and distribute to the membership the minutes of any official meeting of the Board. Votes taken on any item will be recorded and included in the minutes of their meeting. Distribution of the minutes shall be made within 15 days of their meeting [once the minutes are approved]. Distribution by email is the preferred method.         (Ratified 10-10-2020)

Section 4.         OFFICERS OF THE BOARD OF DIRECTORS 

 Newly elected Officers shall not take office until January 1st but will attend Board meetings as a transition between October and January. The Officers of the Association shall be a President, one Vice President, a Secretary, a Treasurer, and a Records Custodian. Directors shall not receive any stated salaries for their services; but nothing herein precludes any director from serving the Association in another capacity and receiving compensation. 

The duties of officers are as follows: 

A) President 

The President shall be the principal executive officer and shall in general supervise and control all of the business and affairs of the Association. The President will preside at meetings of the members and of the Board of Directors. He/she may sign, with any other officer of the Association, any deed, mortgage, bond, contract, or other instrument, which the Board has authorized to be executed. He/she shall perform all duties incident to the office of the President and as such other duties as may be prescribed by the Board of Directors.

 B) Vice President 

In the absence of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He/she shall perform other duties as assigned to him/her by the President or by the Board of Directors. 

C) Secretary 

The Secretary shall keep the minutes of the meeting of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these by-laws; keep a register of the mailing address of each member; and perform all duties incident to the office of the Secretary and other duties as assigned to him/her by the President or by the Board of Directors. 

D) Treasurer 

The Treasurer shall have charge and custody of and be responsible for all funds, assets and securities of the Association; receive and give receipts for moneys due and payable to the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws, and other duties as assigned to him/her by the President or by the Board of Directors. 

For the Annual meeting, the Treasurer shall submit a true statement of finances, including all receipts and disbursements. He/she shall also submit for approval by the members at such meeting a proposed budget for the succeeding fiscal year. The Treasurer shall maintain a minimum bank balance of $500.00 at all times. 

E) Records Custodian 

At the end of each year, Officers will turn over any inactive records to the Records Custodian. All active records will be maintained by the Officers and Committees. The Records Custodian shall be responsible for maintaining all inactive records of the Association. It will be the duty of the Records Custodian to review and organize these records and maintain them in a manner that will enable access. 

 Section 5.         REMOVAL OF OFFICERS OR DIRECTORS 

 Any Member of the Board of Directors may be removed from office with or without cause by a majority vote of all Property Owners present and entitled to vote at any meeting of the Property Owners at which a quorum is present. 

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 Section 6.         ROAD MAINTENANCE SUPERVISOR 

 The Road Maintenance Supervisor (RMS) will be appointed annually by the Board of Directors. The RMS will, whenever necessary, attend meetings of the Board of Directors. The RMS will maintain knowledge of the condition of the roads at all times, oversee any work by a contractor and inspect the roads after severe weather to observe conditions of the roads. The RMS will coordinate with property owners (volunteer work parties) to help maintain property along the sides of roads, including trimming vegetation and cleaning ditches and culverts. 

The road maintenance contractor will be selected by the Board. The RMS will represent the Association to the road maintenance contractor. The RMS will coordinate all work with the contractor. An estimate of the cost of work will be obtained from the contractor and the RMS will obtain approval from the Treasurer, 

prior to any work commencing. The RMS then will notify the contractor and formulate a schedule of work to be performed. All bills for expenses will be submitted to the treasurer for payment. Before any other maintenance work involving cost to the Association commences, the Treasurer must approve it to assure it remains within budget. 

 Section 7          SPECIFIC POWERS OF THE BOARD OF DIRECTORS 

 It is acknowledged that the Declaration of Restrictions for lots within Round Mountain are not uniform for all Property Owners. However, the Board is hereby given the authority and responsibility for Review/Approval of plans for building construction of New Homes, New Roads or Additions to Existing Homes.

 1. A lot owner must complete a Building Plans Submittal/Approval Form and obtain the approval of the Board of Directors prior to commencing construction. Forms may be obtained from the RMPOA Secretary.

2. Any Property Owner requesting a variance must annotate the requested variance, along with the rationale/reason for the requested variance on the submitted Building Plans Submittal/Approval Form. At a meeting of the Board, The Board members must ascertain the validity of the variance request prior to the approval of the submitted Form. 

3. The Board of Directors must, in a timely manner, hold a meeting for the purpose of review/approval of any submitted Form. 

4. The Board should notify any adjacent Property Owner if there is a Variance Request to see if they have any comments concerning the Variance Request. 

5. Enforcement of this requirement shall be by proceedings at law according to the applicable Declaration of Restrictions for the lot involved. 

(6) Requests for road maintenance of new or sections of roads not currently under RMPOA maintenance or obligation (within the boundaries of the original development) should be submitted in writing by the individual owner to the President of the Board of Directors. The Board will consider accepting roads for maintenance when they have been constructed or upgraded by a developer or individual property owner to the requirements of the Department of Transportation for Subdivision developments* and acceptable to the RMPOA Board and Road Committee. The RMPOA Board of Directors will treat each request on a case-by-case basis. Also, at least 50% of the property bordering the road must be owned by RMPOA members who are paying the annual assessment to the association for road use. Development property for sale is not counted as developers do not pay assessment fees for this property. (Ratified 10/2008) 

[*this standard not applicable to the roads and intersections in Round Mountain]

Article VI           COMMITTEES OF THE ASSOCIATION

 Section 1.         PURPOSE

 A committee may be established by the Board of Directors for any purpose. A majority of the directors present at a Board of Directors meeting at which a quorum is present may adopt a resolution establishing such a committee. The committee shall not assume or exercise any power normally assigned to the Board of Directors. The Board of Directors shall, in the resolution, identify the purpose and duration of the committee. 

 Section 2.         TERM OF OFFICE 

 The Board of Directors shall appoint, from the general membership, members of any committee. Only one member of the Board of Directors may serve as a member of any committee. Each member of a committee shall continue until his/her successor is appointed unless (1) he/she is removed from the Committee by the Board of Directors, (2) the member shall cease to qualify as a member the general membership, or (3) the committee shall be sooner terminated. 

Section 3.         VACANCIES 

 Vacancies in the membership of any committee may be filled by appointments made in the same manner as the original appointments. 

Section 4.         QUORUM 

Unless otherwise provided in the resolution of the Board of Directors establishing a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 

 Section 5.         RULES 

 Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. From time to time, as directed by the Board of Directors, the committee shall be required to report status, progress or task completion to the Board of Directors. 

 Article VII          ASSOCIATION RECORDS 

 The Association shall keep correct and complete financial records and shall keep minutes of the proceedings of its Members, Committees and Board of Directors. It shall keep a record giving the names and addresses of the members. All records of the Association may be inspected by any member or his/her agent or attorney for any proper purpose at any time.  During the end-of-the-year transition period, Officers and Committees will turn over their active records to newly elected Officers. 

 Article VIII         FISCAL YEAR 

 The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year. 

 Article IX           BUDGET AND ASSESSMENTS 

Section 1.         BUDGET FOR THE ASSOCIATION 

 At each Annual Meeting, the membership shall approve, by majority vote, an operating budget for the ensuing fiscal year. The budget shall include all sources of expected income and expected expenses. The proposed budget shall be delivered to each member at least 10 days but not more than 60 days before the Annual Meeting to ratify the budget. There shall be no requirement that a quorum be present at any meeting to approve the budget.

 If the membership fails to approve the proposed budget, the last approved budget will be used for the succeeding fiscal year or the membership may modify the proposed budget/assessment fees and then ratify this budget/assessment at this same annual meeting. If the members fail to ratify a new budget, the Board of Directors will prepare another budget for presentation to the members for approval at a later meeting. This revised budget, along with the time and date of a meeting, shall be delivered to each member at least 10 days but not more than 60 days before the meeting to ratify this budget. 

Section 2.         ASSESSMENTS FOR MEMBERS OF THE ASSOCIATION 

  On an annual basis, each member shall be assessed a share of all common expenses. After a new Budget is ratified by the membership of the Association, The Board of Directors will calculate the annual assessment necessary to meet the expenses of this budget. 

The Board of Directors will send a written notice of this assessment, by January 10th, to the last known address of each member. The assessment shall be due and payable on February 1 st and will be delinquent thereafter. Delinquent accounts will be subject to interest assessed at the rate of 1.5 per month. A Past Due notice will be sent to the member on or after May 1st. If the assessment is still not paid within thirty (30) days of the Past Due notice, the Association may bring an action at law against the owner personally obligated to pay the same. This legal action may be a lien and/or foreclosure against said property. Interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of such delinquent assessment. 

Any surplus funds of the Association remaining after payment of or provision for common expenses, the funding of a reasonable operating expense surplus, and any prepayment of reserves shall be transferred to a reserve fund for known or unknown future expenses. It is recognized that the Covenants and Deed Restrictions are not uniform for all Property Owners, relative to required assessments. Nevertheless, all assessments and expenditures will have been subjected to the democratic process, under which all members tacitly agree to abide by the decisions made by the majority of those who voted. Therefore, because a voting majority will have approved each Association budget, all property owners are strongly encouraged to share in all expenses as well as all the results/benefits, regardless of his/her individual vote on the budget. 

 Section 3.         LONG RANGE PLANS OF THE ASSOCIATION 

 In addition to the annual operating budget; a long-range 5-year plan will be submitted to the membership for approval at the Annual Meeting. The plan is to define a program for capital outlays and appropriation of fees to cover non-recurring expenditures and projected new projects. 

 Article X            AMENDMENT 

 Amendment of these Bylaws shall adhere to Section 55A-10-21 of the North Carolina Nonprofit Corporation Act. These Bylaws may be amended at any regular meeting of the membership. A quorum must be present, and any amendment shall require an affirmative vote by a majority of the eligible voting members of the Association, including those present and those voting by proxy (and, if authorized by the board, by electronic means). Any proposed amendment to these Bylaws shall first be approved by the board, or in lieu thereof, in writing by the number or proportion of members entitled to call a special meeting of the membership (10%). Once a proposed amendment is approved by the Board or in writing by the required number of members, the Association shall give no fewer than 30, nor more than 60, days’ notice of the membership meeting to all those entitled to vote. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the proposed amendment. (Amended 10-14-2023)

End

(RMPOA Bylaws Ratified and Updated  10-11-2008)

(RMPOA Bylaws Ratified and Updated  10-10-2020)

(RMPOA Bylaws Ratified and Updated  10-09-2021)

(RMPOA Bylaws Updated & Ratified 10-14-2023)