Section 1.1. ANNUAL MEETING. The annual meeting of Stockholders shall be held in the state of Vir- ginia on the 4th day of July each year, or as near thereto as feasi- ble. The Secretary-Treasurer shall give a written notice thereof, ad- dressed to each stockholder at the address as it appears on the stock book; but at any meeting at which stockholders shall be pre- sent, or of which all stockholders not present have waived notice in writing, the giving of notice as above required may be dispensed with.
Section 1.2. QUORUM. The presence, in person or by proxy, of the holders of 1/3 of the out- standing stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may ad- journ to some future time not less than nor more than 15 days later, and the Secretary-Treasurer shall thereupon give at least 5 days no- tice by mail to each stockholder entitled to vote who was absent from such meeting.
Section 1.3. SPECIAL MEETINGS. Special Meetings of Stockholders other than those regulated by stat- ute, may be called at any time by a majority of the Directors. Notice of such meeting stating the purpose for which it was called shall be served personally or by USPS or email, not less than 5 days before the date set for such meeting. If mailed by USPS, it shall be directed to a stockholder at the address as it appears on the stock book; but at any meeting at which all stockholders shall be present, or of which stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. The Board of Directors shall also, in like manner, call a special meeting of stockholders whenever so requested in writing by stockholders rep- resenting not less than 25% of the capital stock of the company. No business other than that specified in the call for the meeting shall be transacted at any special meeting of the stockholders. Approved on 6JUL2019
Article II Board of Directors
Section 2.1. NUMBER. The affairs and business of this Corporation shall be managed by a board of six (6) Directors. Two-thirds (4) of the Board shall be com- posed of stockholders as defined in Article IV Section 4.1; one-third (2) of the Board may be filled by non-stockholding members. Mem- bership on the Board of Directors shall carry a three year term based on an alphabetical rotation of stockholders. Non-stockholder mem- bers can be appointed by nomination of a stockholder subject to the approval of the Board of Directors. The Board of Directors shall elect it’s own Chairperson.
Section 2.2. DUTIES OF DIRECTORS. The Board of Directors shall have the control and general manage- ment of the affairs and business of the Corporation, shall review all spending and maintenance expenses of the President, and shall re- view the financial records of the Secretary-Treasurer. Directors shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with these By-Laws and the State of Vir- ginia.
Section 2.3. ANNUAL MEETING. The Annual Meeting of the Board of Directors shall immediately fol- low the annual meeting of the Stockholders at which time the Chair shall be elected. Special meetings of the Board of Directors may be called by the Chair at any time or by the President upon the written request of 2/3rds of the Directors.
Section 2.4. NOTICE OF MEETINGS. Notice of meetings other than the regular Annual Meeting shall be given to each Director in person, by USPS, or email at least fourteen (14) days before the date therein designated for such meeting, in- cluding that day of mailing, of a written or printed notice thereof, specifying the time and place of such meeting, and the business to be brought before the meeting. No business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors shall be present, although held without notice, any business may be trans- acted which might have been transacted if the meeting had been duly called. Approved on 6JUL2019
Section 2.5. QUORUM. At any meeting of the Board of Directors, 2/3rds (4) Board Members shall constitute a quorum for the transaction of business.
Section 2.6. VOTING. At all meetings of the Board of Directors, each Director is to have one (1) vote, irrespective of the number of shares of stock that the Director may hold. Voting may be by USPS or electronic mail, pro- vided each Board member is given notice of meeting and the agenda to be voted on at least five (5) days prior to meeting.
Section 2.7. VACANCIES. Vacancies on the Board occurring between annual meetings shall be filled using the next stockholder in alpha rotation by vote of the Board.
Section 2.8. REMOVAL OF DIRECTORS. Any Director may be removed with cause at any time by a vote of 2/3rds (4) of the stockholders at any meeting called for the purpose.
Article III OFFICERS
Section 3.1. NUMBER. The officers of this Corporation shall be: 1. President 2. Vice-President 3. Secretary-Treasurer
Section 3.2. ELECTION. All officers of the Corporation shall be elected at the annual meeting of stockholders and shall hold office for the term of two (2) years. The President shall be elected to a two (2) year term in even num- bered years or until a successor is duly elected. The Vice-President and Secretary-Treasurer shall be elected to a two (2) year term in odd numbered years or until their successors are duly elected.
Section 3.3. DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation shall be as follows:
Section 3.3(a) – PRESIDENT. The President shall: i.preside at all meetings of the Stockholders; ii.present at each annual meeting of the Stockholders a report of the condition of the business of the Corporation; iii.cause to be called regular and special meetings of the Stockhold- ers in accordance with these By-Laws; iv.appoint and remove, employ and discharge, and fix the compensa- tion of all agents, employees and clerks of the Corporation other than the duly appointed officers, subject to the approval of the Board of Directors; v.sign and make all contracts and agreements in the name of the Corporation; vi.see that the books, reports, statements and certificates required by the statutes are properly kept, made and filed according to law; vii.sign all certificates of stock, sign notes, checks, drafts or bills of exchange, warrants or other orders for the payment of money in the absence of the Secretary -Treasurer; viii.enforce these By-Laws and perform all of the duties incident to the position and office, and which are required by law.
Section 3.3(b) - VICE-PRESIDENT. The Vice-President shall: i. render and perform the duties or exercise the powers of the of- fice in the absence of the President as set forth in these By-Laws or in the acts under which this Corporation is organized; ii. have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President.
Section 3.3(c) – SECRETARY-TREASURER. The Secretary-Treas- urer shall: i. keep the minutes of the meetings of the Board of Directors and the Stockholders in appropriate books; ii. give and serve all notices of the Corporation; iii. be the custodian of the records and of the seal, and affix the lat- ter when required; iv. keep the stock and transfer books in the manner prescribed by law so as to show at all times the amount of capital stock, the manner and the time the same was paid in, the names of the own- ers thereof, alphabetically arranged, their respective places of residence, their post-office address, the number of shares owned by each, the time at which each person became such owner, and the amount paid thereon; v. keep such stock and transfer books open daily during business hours at the office of the Corporation subject to the inspection of any Stockholder of the Corporation and permit such Stockholder Approved on 6JUL2019 to make extracts from said books to the extent and as prescribed by law; vi. sign all certificates of stock; vii. present to the Board of Directors at their stated meetings all offi- cial communications by the President or any officer or share- holder of the Corporation; viii. attend to all correspondence and perform all the duties incident to the office of Secretary; ix. have the care and custody of and be responsible for all of the funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such bank or banks, trust com- pany or trust companies or safe deposit vaults as the Board of Di- rectors may designate; x. shall sign, make, and endorse in the name of the Corporation, all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipt therefore, under the direction of the President or the Board of Directors; xi. exhibit at all reasonable times the financial books and accounts to any director or stockholder of the Company upon application at the office of the Corporation during business hours; xii. render a statement of the condition of the finances of the Corpo- ration at each regular meeting of the Board of Directors and at other such times as shall be required, and provide a full financial report at the annual meeting of the stockholders; xiii.keep correct books of account of all of its business and transac- tions and such other books of accounts as the Board of Directors may require; xiv. do and perform all duties pertaining to the office of Secretary- Treasurer.
Section 3.4. VACANCIES. All vacancies in any office shall be filled by the Board of Directors without undue delay, at its regular meeting, or at a meeting specifi- cally called for that purpose.
Article IV STOCK AND STOCKHOLDERS
Section 4.1. ELIGIBILITY. Upon purchase of stock in RE-CON, each person shall be issued one stock certificate per lot owned. In order to entitle a stockholder to vote in the Corporate affairs, the minimum number of shares sub- scribed to shall be one (1). Approved on 6JUL2019
Section 4.2. TRANSFER OF STOCK. The stock of the Corporation shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or their legal representative(s). In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary-Treasurer. In all cases of transfer, the former certificate must be surrendered up and canceled before a new certificate be issued. In those cases where a certificate cannot be found, the old certificate will be void and a new certificate will be issued. No transfer shall be made upon the books of the Corporation within ten (10) days next preceding the annual meeting of the shareholders.
Section 4.3. LIMITATIONS. No single family unit shall be entitled to vote more than twelve per- cent (12%) of the total outstanding shares of stock at any one time.
Article V DIVIDENDS
Section 5.1. WHEN DECLARED. The Board of Directors shall by vote declare dividends from the sur- plus profits of the Corporation whenever, in their opinion, the condi- tion of the Corporation’s affairs will render it expedient for such divi- dends to be declared.
Article VI AMENDMENTS
Section 6.1. HOW AMENDED. These By-Laws may be altered, amended, repealed or added to by an affirmative vote of the stockholders representing 2/3 of the whole capital stock, at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each stockholder of record, which notice shall state the alterations, amendments or changes which are proposed to be made in such By- Laws. Only such changes as have been specified in the notice shall be made. If, however, all the stockholders shall be present at any regular or special meeting, these By-Laws may be amended by a unanimous vote, without previous notice. Approved on 6JUL2019