ARTICLE I NAME OF CORPORATI0N PAGE 1
ARTICLE II OFFICES PAGE 1
ARTICLE III DEFINITIONS PAGE 1
ARTICLE IV MEETING OFMEMBERS PAGE 2 - 3
ARTICLE V DIRECTORS PAGE 3 - 5
ARTICLE VI POWER & DUTIES OFTHE BOARD PAGE 5 - 6
ARTICLE VII OFFICERS PAGE 7
ARTICLE VIII COMMITTEES PAGE 7
ARTICLE IX CERTIFICATE OFMEMBERSHIP PAGE 8
ARTICLE X BOOKS & RECORDS PAGE 8
ARTICLE XI CONSTRUCTION PAGE 8
ARTICLE XII ASSESSMENTS PAGE 8
ARTICLE XIII CORPORATE SEAL PAGE 8
ARTICLE XIV AMENDMENTS PAGE 8
December 5, 2002
ARTICLE I - NAME OF CORPORATION
The name of the Corporation is Captain's CoveGolf and Yacht Club, Inc. (hereinafter referred to as the("Club").
ARTICLE II - OFFICES
The principal office of the Club in Virginiashall be located in Accomack County. The Club may have such otheroffices, either within or without Virginia, as the Directors mayfrom time to time determine
The Club shall have and continuously maintainin Virginia a registered office and registered agent whose officeis identical with such registered office, as required by theVirginia Non-Stock Corporation Act. The address of the registeredoffice and registered agent may be changed from time to time bythe Directors. The registered office may be, but need not be,identical with the principal office of the Club inVirginia.
ARTICLE III - DEFINITIONS
"Club" shall mean and refer toCaptain's Cove Golf and Yacht Club, Inc., a Virginia Corporation,its successors and assigns.
"Subdivision" shall mean and refer tothat certain real property described in the Declaration ofCovenants, Conditions and Restrictions, and such additionsthereto as may hereafter be brought within the jurisdiction ofthe Club.
"Common Areas" shall mean allportions of the Property owned by the Club for the common use andenjoyment of the Owners, including, but not limited to parks,playgrounds, swimming pools, commons, streets, footways and allbuildings, structures and personal property incident thereto.
"Lot" shall mean and refer to anyplot of land shown upon any recorded subdivision map if theProperty is a lot for a single or multi-family residentialdwelling with the exception of the Common Areas that may becontained therein or appurtenant thereto.
"Living Unit" shall mean and refer toeach single or multi-family residential dwelling constructed on aLot with the exception of the Common Areas that may be containedtherein or appurtenant thereto.
"Owner" shall mean and refer to therecord owner, whether one (1) or more persons or entities, of thefee simple title to any lot or living unit which is a part of theProperty, including contract sellers, but excluding those havingsuch interest merely as security for the performance of anobligation or as trustees under any instrument securing such anobligation.
"Declarant " shall mean and refer toFirst Charter Land Corporation or its successors and assigns.
"Declaration" shall mean and refer tothe Deed of Dedication and Restrictive Covenants applicable tothe Subdivision recorded among the land records of AccomackCounty, Virginia.
"Member" shall mean and refer tothose persons entitled to membership as provided in theDeclaration and the Articles of Incorporation of the Club.
"Eligible Voter" and eligible voteris a member whose club dues and assessments are currently paidto
ARTICLE IV - MEETING OF MEMBERS
ANNUAL MEETING: As of 11/9/98 The AnnualMeeting is required by the Code of Virginia Section 13.1-838 tobe held on any Saturday in November and December (both datesinclusive). The Board of Directors will choose the specific dateeach year and shall give members written notice of the date, timeand place of each annual meeting, which notice shall be given notless than ten days, nor more than 60 days, before the date of themeeting. If an annual meeting is continued or adjourned to adifferent date, place or time, no notice of such meeting need begiven if the new date, time and place is announced at the meetingprior to adjournment. Changed 11/18/00
RECORD DATE: The record date or dates of theCorporation determining the eligibility of members to vote on anyissue at an annual meeting, or in any Election of Board ofDirectors, shall be fixed by the Board of Directors at the timeit fixes the date for the annual meeting. In no event shall suchrecord date be more than 70 days before such annual meeting, orelection of Directors. Added 5/16/00
SPECIAL MEETING: Special Meetings of theMembers may be called by the President, a majority of the Boardof Directors, or by Members of the Club holding not less than onefourth (1/4) of the votes.
PLACE OF MEETING: The Board of Directors maydesignate any location within Accomack County, Virginia, as theplace of any annual meeting or special meeting called by theBoard of Directors and the President may designate any reasonablelocation as decided by the President and Board of Directors, asthe place of any Special Meeting called by him. If no designationis made or if a Special Meeting is called by the Members of theClub, the place of the meeting shall be the Yacht Club buildingat Captain's Cove.
NOTICE OF MEETING: Written notice stating theplace, day and hour of the meeting and, in case of a SpecialMeeting, the purpose or purposes for which the meeting is called,shall be mailed or delivered in the manner provided for inArticle V, Section 3, of the Articles of Incorporation of theClub.
INFORMAL ACTION BY MEMBERS: Any action requiredor permitted by law to be taken at a meeting of the Members ofthe Club may be taken without a meeting if a consent in writingsetting forth the action so taken shall be signed by all of theClub's Board of Directors.
MEMBERSHIP VOTING: There shall be two classesof members entitled to vote on any issue or in any election atmembership meeting: Class "A" members as defined in theArticles of Incorporation; and Class "B" members asdefined in the Articles of Incorporation. Class "A"members shall have one vote for each numbered residential lot inthe Captain's Cove Subdivision owned by the member. Class"B" members shall be entitled to three votes for eachnumbered residential lot in the Captain's Cove Subdivision ownedby the member. Changed 5/18/98 single vote a simpleplurality
QUORUM AND VOTING REQUIREMENTS: Eligiblemembers, without regard to whether they are Class "A"or Class "B" members, holding two-tenths of the votesentitled to be cast, represented in person or by proxy, shallconstitute a quorum. The eligibility of members and theirpresence in person or by proxy shall be certified by the ClubSecretary or designee.
The vote of a majority of the votes entitled tobe cast by the members present or represented by proxy at ameeting at which a quorum is present shall be the act of themembers, unless the vote of a greater number is required by law,the Articles of Incorporation, the By-Laws or the Declaration ofthe Covenants. There shall be no separate class voting upon anyissue or any election for Directors; provided however that in anysuch vote a Class "B" member shall be entitled to threevotes for each numbered residential lot owned by such member.Members who have not paid their current dues are noteligible.
CONDUCT OF MEETING: The Directors may make suchregulations, as they deem advisable for any meeting of theMembers, including proof of membership in the club, evidence ofthe right to vote and the appointment and duties of theinspector’s votes. Such regulations shall be binding uponthe Club and its Members.
PROXIES: At all meetings of Members, eacheligible member may vote in person or by proxy. Every proxy shallbe executed in writing by the Member and filed with the Secretaryof designee of the Corporation at the meeting for which suchproxy is being used. Every proxy shall be revocable and shall bevalid only for a period of eleven (11) months from the date uponwhich it is signed. Any proxy shall automatically cease uponconveyance of the Member's lot or living unit.
ARTICLE V - DIRECTORS
GENERAL POWERS: The affairs of the Clubshall be managed by its Directors.
NUMBER AND TENURE The number of Directorsshall be seven (7) and a change in the number of the Directorsmay be made by amendment to these By-Laws. Directors shall servefor a term of three (3) years, which term shall commence upon theopening of the first meeting of the Directors held after theconclusion of the Annual Meeting of the Members.
Two (2) Directors shall be elected to serve aone (1) year term.
Two (2) Directors shall be elected to serve atwo (2) year term.
Three (3) Directors shall be elected to serve athree (3) year term.
Annually thereafter upon expiration of theterms of the Directors as herein above elected all successorDirectors shall be elected for terms of three (3) years. Theresults of each such election shall be announced at the AnnualMeeting, and made a part of the record thereof. Any vacancyoccurring in the initial or any subsequent Board of Directors maybe filled at any meeting of the Board of Directors, by theaffirmative vote of a majority of the remaining Directors, thoughless than a quorum of the Board of Directors, or by a soleremaining Director and, if not previously filled, shall be filledat the next succeeding meeting of the Members of the Club. AnyDirector elected to fill a vacancy shall serve as such until theexpiration of the term of the Director whose position he has beenelected to fill. Changed 5/16/00
ALTERNATE MEMBERS: One alternate member of theBoard of Directors shall be elected prior to the Annual Meetingin the same manner as the election of Directors as set forthbelow. Alternate Members shall serve for a term of one (1) year,commencing upon the opening of the first meeting of the Directorsheld after the conclusion of the Annual Meeting of the Members.If no Alternate Member is elected immediately prior to the AnnualMeeting, one may be elected by majority vote at any meeting ofthe Board of Directors at which a quorum is present. TheAlternate Member shall attend all regular and special meetings ofthe Board, and may participate in discussion of all matters thatcome before the Board. The Alternate Member shall have no voteexcept at a meeting from which a regular Director is absent andhas submitted no written proxy.
QUALIFICATIONS: All Directors, the AlternateDirector, and candidates for Board offices shall be Members andEligible Voters as defined in Article III above.
ELECTION: Directors and the Alternate Directorshall be elected as follows:
* Any property owner who is an Eligible Voteris qualified to run for
election to the Board, either as a BoardMember, or an Alternate Member.
* The Club Secretary will accept applications,made on the approved Election Candidate form, from any Eligiblevoter who wishes to run for elective office during the periodfrom June 1st through August 1st prior to the upcoming yearselection.
* The Club Secretary will verify that eachcandidate is an Eligible Voter and prepare a ballot listing thoseso qualified.
* An approved Election Candidate form will bemailed to all members along with the March billing for dues.
* A copy of the Ballot and Proxy form shall bemailed by the Secretary of the Club along with the Septemberbilling for dues.
* Said Ballot shall include the following:
1. Notice of the time, date and place of theAnnual Meeting.
2. A brief biographical sketch as furnished bythe
individual candidates.
(3) Instructions and all necessary informationregarding
the voting rights and procedures.
* The aforesaid ballots shall:
(1) Describe the number of Directors to beelected.
(2) Provide instructions for the correctmarking and
delivery of the completed ballot together witha warnin
that a ballot improperly marked or deliveredshall be
deemed void.
(3) Set forth in alphabetical order thecandidates for the
Board of Directors.
* Completed ballots shall be returned by mail(only) to the Club's independent certified accountants in sealedenvelopes marked "BALLOT" and must be postmarked noless than fifteen (15) calendar days prior to the scheduled andannounced date of the Annual Meeting.
* The Club’s independent certifiedaccountants shall report in writing to the Secretary of the Boardof Directors at the Annual Meeting, the results of the voting,including the number of ballots cast, as well as the numberrejected for procedural reasons.
* All ballots, including those rejected asimproperly cast, shall be retained by the Club's Secretary for aperiod of ninety (90) days, and may be inspected by any eligibleMember of the Club.
* Voting for members by mail is herebyspecifically authorized as provided for by 13.1-846 of the Codeof Virginia as now in effect. Directors shall be elected by aplurality of the vote cast by members who are eligible andentitled to vote in an annual meeting at which a quorum ispresent. Determination of eligibility shall be made as of therecord date, which shall be established by the Board ofDirectors, and which date in no event shall be more than seventy(70) days prior to the election of Directors. Changed 5/16/00
SPECIAL MEETINGS: Special meetings of the Boardof Directors may be called by or at the request of the Presidentor any two (2) Directors by giving notice thereof as provided inthis Article V. Such persons calling a special meeting of theBoard of Directors may fix any reasonable location as the placefor holding such special meeting. Special meetings may be held byconference call. Changed 5/16/00
NOTICE : When notice of any meeting of theBoard of Directors is required, such notice shall be given atleast two (2) days previous to such meeting by written noticedelivered personally or sent by mail or e-mail, or fax to eachDirector at his address as shown on the records of the Club. Ifmailed, such notice shall be deemed to be delivered whendeposited prepaid in the United States mail in a sealed envelopeproperly addressed. If such notice is given by telegram, suchnotice shall be deemed to be delivered when the telegram isdelivered to the telegraph company. Any Director may waive noticeof any meeting before or after the time of the meeting statedtherein. Neither the business to be transacted at, nor thepurpose of, any regular or special meeting of the Board need bespecified in the notice or waiver of notice of such meetingunless specifically required by law, the Articles ofIncorporation, these By-Laws or the Declaration. Changed5/16/00
QUORUM: Except as otherwise provided by law,the Articles of Incorporation, these By-Laws or the Declaration,a majority of the Board of Directors shall constitute a quorumfor the transaction of business at any meeting of the Board, butif less than a majority of the Directors are present at saidmeeting, a majority of the Directors present may adjourn themeeting without further notice.
MANNER OF ACTING: The act of a majority of theDirectors present at a meeting at which a quorum is present shallbe the act of the Board of Directors.
COMPENSATION: Directors, alternate directors orappointed committee members serving at the pleasure of the Boardmay be reimbursed for their actual expenses incurred in theperformance of their duties as Director or receive a stipenddetermined by the Board.
INFORMAL ACTION BY DIRECTORS: Any actionrequired or permitted by law to be taken at a meeting ofDirectors may be taken without a meeting if consent in writingsetting forth the action so taken shall be signed by allDirectors.
REMOVAL OF DIRECTORS: Any Director may beremoved from the Board of Directors with or without notice, by amajority vote of the members of the Club. The vacancy thuscreated by such a removal shall be filled as provided in thisArticle V.
ARTICLE VI - POWER AND DUTIES OF THE BOARD OFDIRECTORS
POWERS: The Board of Directors shall have thepower to:
* Adopt and publish rules and regulationsgoverning the use of the common areas and facilities, and thepersonal conduct of the members and their guests thereon, and toestablish penalties for the infraction thereof.
* Suspend the voting rights and right of use ofthe recreational facilities of a member during any period inwhich such member shall be in default in the payment of anyassessment levied by the club. Such rights may also be suspendedfor a period not to exceed sixty (60) days for each infraction ofthe published rules and regulations.
Exercise for the Club all powers, duties andauthority vested in or delegated to this Club and not to themembership by other provisions of these By-Laws, the Articles ofIncorporation, or the Declaration.
* Declare the office of a member of the Boardof Directors to be vacant in the event such member shall beabsent from three (3) consecutive regular meetings of the Boardof Directors.
* Employ a manager, an independent contractor,or such other employees as they deem necessary, and to prescribetheir duties; provided, however,
* No such contract or other transaction betweenthe Club and any other concern shall be impaired, affected orinvalidated, nor shall any Director be liable in any way, byreason of the fact that any Director of the Club is interestedin, or is a Director, officer, employee, partner or proprietorof, such other concern, provided that such facts are disclosed ormade known to the Board of Directors; and
* Any Director, personally and individually maybe a party to or may be interested in any contract or transactionwith the club, and no Director shall be liable in any way byreason of such interest, provided that the fact of such interestby disclosed or made known to the Board of Directors, andprovided that the Board of Directors shall authorize, approve andratify such contract or transaction by the vote (not counting thevote of any such Director) of a majority of a quorum,notwithstanding the presence of any such Director at the meetingat which such action is taken. Such Director or Directors may becounted in determining the presence of a quorum at such meeting.This section shall not be construed to impair or invalidate or inany way affect any contract or other transaction, which wouldotherwise be valid under the law (common, statutory or otherwise)applicable thereto.
DUTIES: It shall be the duty of the Board ofDirectors to:
* Cause to be kept a complete record of all itsacts and Club affairs and to present a statement thereof to theMembers at the Annual Meeting of the Members, or at any SpecialMeeting when such statement is requested in writing by one-fourth(1/4) of the Class A and Class B members who are entitled tovote;
* Supervise all officers, agents and employeesof the Club, and to see that their duties are properly performed;
* Fix the amount of the assessments againsteach lot or living unit at least thirty (30) days in advance ofeach assessment period;
* Send written notice of each assessment toevery Owner subject thereto at least thirty (30) days after thedue date or to bring action at law against the owner personallyobligated to pay the same.
Foreclose the lien against any lot or livingunit for which assessments are not paid within thirty (30) daysafter due date or to bring an action at law against the Ownerpersonally obligated to pay the same.
* Issue, or cause an appropriate office toissue, upon demand by any person, a certificate setting forthwhether or not any assessment has been paid. A reasonable chargemay be made by the Board of
Directors for the issuance of thesecertificates. If a certificate states an assessment has beenpaid, such certificate shall be conclusive evidence of suchpayment;
* Procure and maintain adequate liability andhazard insurance on property owned by the Club;
* Cause all officers or employees having fiscalresponsibilities to be bonded, as it may deem necessary;
* Cause the common areas to be adequatelymaintained;
* Cause the exterior of the living units to bemaintained; and
* Establish an appropriate capital reserve forreplacements and major repairs in respect of the common areas.
ARTICLE VII - OFFICERS
OFFICERS: The officers of the Club shall bePresident, at least one (1) but no more than three (3) VicePresidents (the number thereof to be determined by the Board ofDirectors), a Secretary, at least one (1) but no more than three(3) Assistant Secretaries, a Treasurer and Assistant Treasurer.Any two (2) or more offices may be held by the same person,excepting the offices of the President and Secretary. ThePresident and at least one (1) Vice President shall be Directorsof the Club. Other officers may be, but need not be, Directors ofthe Club.
ELECTION, TERM OF OFFICE AND VACANCIES: TheOfficers of the Club shall be elected annually by the Board ofDirectors at the first meeting of the Board of Directorsfollowing each Annual Meeting of the Members as herein set forthin Article IV. A vacancy in any office arising because of death,resignation, removal or otherwise may be filled by the Board ofDirectors for the un-expired portion of the term.
VACANCIES: Any vacancy occurring in the Boardof Directors may be filled at any Meeting of the Board ofDirectors, by the affirmative vote of a majority of the remainingDirectors, though less than a quorum of the Board of Directors,or by a sole remaining Director, and, if not previously filled,may be filled in the next election of Directors held pursuant tothis Article. Any Director appointed or elected to fill a vacancyshall serve as such until the expiration of the term of theDirector whose position he/she was elected to fill.
REMOVAL: Any officer may be removed by theBoard of Directors whenever, in its judgment, the best interestof the Club will be served thereby.
POWERS AND DUTIES: The Officers of the Clubshall, except as otherwise provided by law, the Article ofIncorporation, these By-Laws, or the Board of Directors, eachhave such powers and duties as generally pertain to theirrespective offices, as well as such powers and duties as may fromtime to time be specifically conferred or imposed by the Board ofDirectors. The President shall be the chief executive officer ofthe Club.
RESIGNATION: Any officer may resign at any timeby giving written notice to the Board of Directors, the Presidentor the Secretary. Such resignation shall take effect on the dateof the receipt of such notice or at any later time specifiedtherein, and unless otherwise specified therein, the acceptanceof such resignation shall not be necessary to make iteffective.
ARTICLE VIII - COMMITTEES
COMMITTEES OF DIRECTORS: The Board ofDirectors, by resolution adapted by a majority of the Directorsin office, may designate one (1) or more committees, each whichshall consist of one (1) or more Directors, which committees, tothe extent provided in the resolution shall have and exercise theauthority of the Board of Directors in the management of theaffairs of the Club; provided; however, that no such committeeshall have the authority of the Board of Directors to approve anamendment to the Articles of Incorporation of the Club or a planof merger or consolidation.
OTHER COMMITTEES: Other committees not havingand exercising the authority of the Board of Directors in themanagement of the affairs of the Club may be designated by aresolution adopted by the Board of Directors. Such committeesshall perform such duties and have such powers as may be providedin the resolution.
RULES: Each committee may adopt rules of itsown government not inconsistent with the terms of the resolutionof the Board of Directors designating the committee or with rulesadopted by the Board of Directors.
ARTICLE IX - CERTIFICATE OF MEMBERSHIP
The Board of Directors may provide for theissuance of certificates evidencing membership in the Club, whichshall be in such form as may be determined by the Board. Suchcertificates shall be signed by the President or a Vice Presidentand by the Secretary or an Assistant Secretary, sealed with thesealed with the seal of the Club. All certificates evidencingmembership shall be consecutively numbered. The name and addressof each member and date of issuance of the certificate shall beentered on the records of the Club. If any certificate shallbecome lost, mutilated or destroyed, a new certificate may beissued therefore upon such terms and conditions as the Board ofDirectors may determine.
ARTICLE X - BOOKS AND RECORDS
Contracts, legal documents and records ofdisbursements of Club funds shall be available for inspection byany Member during reasonable business hours, provided thatadvance arrangements are made for such inspection. TheDeclaration, the Article of Incorporation and the By-Laws of theClub shall be available for inspection and purchase by any Memberat the principal office of the Club.
ARTICLE XI - CONSTRUCTION
In the event of any conflict between theDeclaration and the Articles of Incorporation or the By-Laws, theDeclaration shall control; and in the case of any conflictbetween the Articles of Incorporation and the By-Laws that theDeclaration does not resolve, the Articles of Incorporation shallcontrol.
ARTICLE XII - ASSESSMENTS
As more fully provided in the Declaration, eachmember is obligated to pay the Club annual and specialassessments which are secured by a continuing lien upon theproperty against which the assessment is made. Any assessmentswhich are not paid when due shall be delinquent. If assessmentsare not paid within thirty (30) days after the due date, theassessment shall bear interest from the date of delinquency atthe rate of eight percent (8%) per annum, and the Club may bringan action at law against the Owner personally obligated to paythe same or foreclose the lien against the property and interest,costs and reasonable attorney's fees of any such action shall beadded to the amount of such assessment. No owner may waive orotherwise escape liability for the assessment. No owner may waiveor otherwise escape liability for the assessments provided forherein by non use of the common areas or abandonment of his lotor living unit.
ARTICLE XIII - CORPORATE SEAL
The Association shall have a seal in circularform having within its circumference the words; Captain's CoveGolf and Yacht Club, Inc., Commonwealth of Virginia; 1972
ARTICLE XIV - AMENDMENTS
These By-Laws may be altered, amended, orrepealed, and new By-Laws may be adopted by the Board ofDirectors, or at a regular or special meeting of the Members by avote of seventy-five percent (75%) of the membership of theClub.