Sec.1. ANNUAL MEETING.The annual meeting of Stockholders shall be held in the state of Virginia on the 4th day of July each year, or as near thereto as feasible.The Secretary shall give a written notice thereof, addressed to each stockholder at his address as it appears on the stock book; but at any meeting at which stockholders shall be present, or ofwhich all stockholders not present have waived notice in writing, the giving of notice as above required may be dispensed with.
Sec.2.QUORUM.The presence, in person or by proxy, ofthe holders of 1/3 of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than nor more than 15 days later, and the Secretary shall thereupon give at least 5 days notice by mail to each stockholder entitled to vote who was absent from such meeting.
Sec. 3.SPECIAL MEETINGS.Special Meetings of Stockholders other than those regulated by statute, 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 mail, not less than 5 days before the date set for such meeting.If mailed, it shall be directed to a stockholder at his 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 representing 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.
Sec. 1. NUMBER.The affairs and business of this Corporation shall be managed by a board of seven (7)Directors, who must be stockholders of record.The rotation/election of the Board of Directors shall carry a term based on an alphabetical rotation of three new members who will replace the three most senior directors at the annual meeting.The board chairperson shall notify the three senior outgoing directors and confirm the acceptance of the new directors using the membership list prior to the annual meeting.If a stockholder declines the board position they will be removed from the rotation until such time that they provide written notice that they would like to serve on the board. The chairperson shall notify the next stockholder in alphabetical order.The Chairman of the Board of Directors (voted by board members) is considered one of the seven board members and carries a term of two (2)years.
Sec.2.DUTIES OF DIRECTORS.The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such 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 Virginia.
Sec.3.DIRECTORS MEETINGS.Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the Stockholders, at which time the Chairman shall be elected, and at such time as the Board of Directors may determine, but in no event to be less than three (3) meetings per year.Special meetings of the Board of Directors may be called by the Chairman at any time, and shall be called by the President or the Secretary upon the written request of 25% of the Directors.
Sec.4.NOTICE OF MEETINGS.Notice of meetings, other than the regular annual meeting shall be given by service upon each Director in person, or by mailing to him at his last known Post-Office address, at least five (5) days before the date therein designated for such meeting, including that day of mailing, ofa written or printed notice therof, specifying the time and place of such meeting, and the business to be brought before the meeting and 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 transacted which might have been transacted if the meeting had been duly called.
Sec.5.QUORUM.At any meeting of the Board of Directors, 1/3 of the Board shall constitute a quorum for the transaction of business.
Sec. 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 he may hold.
Voting may be by mail, provided each Board member is mailed notice of meeting and the agenda to be voted on at least fourteen (14) days prior to meeting.
Sec.7.VACANCIES.Vacancies in the Board occurring between annual meetings shall be filled using the next stockholder in alpha rotation.
Sec.8.REMOVAL OF DIRECTORS.Any one or more of the Directors may be removed either with or without cause, at any time by a vote of the stockholders holding 2/3 of the stock, at any special meeting called for the purpose.
Sec.1.NUMBER.The officers of this Corporation shall be:
Sec.2.ELECTION.All officers of the Corporation shall be elected at the annual meeting of stockholders and shall hold office for the term of one (1) year except for the President which is for two (2) years or until their successors are duly elected.
Sec.3.DUTIES OF OFFICERS.The duties and powers of the officers of the Corporation shall be as follows;
The President shall preside at all meetings of the Stockholders.
He shall present at each annual meeting of the Stockholders a report of the condition of the business of the Corporation.
He shall cause to be called regular and special meetings of the Stockholders in accordance with these By-Laws.
He shall appoint and remove, employ and discharge, and fix the compensation of all the servants, agents, employees and clerks of the Corporation other than the duly appointed officers, subject to the approval of the Board of Directors.
He shall sign and make all contracts and agreements in the name of the Corporation.
He shall see that the books, reports, statements and certificates required by the statutes are properly kept, made and filed according to law.
He shall sign all certificates of stock.He or the Treasurer shall sign notes, checks, drafts or bills of exchange, warrants or other orders for the payment of money duly drawn by the treasurer.
He shall enforce these By-Laws and perform all of the duties incident to the position and office, and which are required by law.
During the absence and inability of the President to render and perform his duties or exercise his powers, as set forth in these By-Laws or in the acts under which this Corporation is organized, the same shall be performed and exercised by the Vice-President; and when so acting, he shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President.
The Secretary shall keep the minutes of the meetings of the Board of Directors and the Stockholders in appropriate books.
He shall give and serve all notices of the Corporation.
He shall be the custodian of the records and of the seal, and affix the latter when required.
He shall 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 owners 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;and 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 to make extracts from said books to the extent and as prescribed by law.
He shall sign all certificates of stock.
He shall present to the Board of Directors at their stated meetings all communications addressed to him officially by the President or any officer or shareholder of the Corporation.
He shall attend to all correspondence and perform all the duties incident to the office of Secretary.
The Treasurer shall 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 company or trust companies or safe deposit vaults as the Board of Directors may designate.
Heor the President 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.
He shall exhibit at all reasonable times his books and accounts to any director or stockholder of the Company upon application at the office of the Corporation during business hours.
He shall render a statement of the condition of the finances of the Corporation at each regular meeting of the Board of Directors, and at other such times as shall be required of him, and a full financial report at the annual meeting of the stockholders.
He shall keep correct books of account of all of its business and transactions and such other books of accounts as the Board of Directors may require.
He shall do and perform all duties pertaining to the office of Treasurer.
Sec.4.VACANCIES, HOW FILLED.All vacancies in any office shall be filled by the Board of Directors without undue delay, at its regular meeting, or at a meeting specifically called for that purpose.
STOCK AND STOCKHOLDERS
Sec.1.ELIGIBILITY.Any citizen of the United States is eligible to submit an application to purchase stock.Applications may be obtained from and submitted to the Secretary of the Corporation.Each application must be accompanied by a minimum payment of$100.00.In order to entitle a stockholder to vote in the Corporate affairs, the minimum number of shares subscribed to shall be one (1).Acceptance or rejection of the application shall be made by the Board of Directors.
Sec.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 his legal representatives.In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary.In all cases of transfer, the former certificate must be surrendered up and canceled before a new certificate 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.
Sec.3.LIMITATIONS.No single family unit shall be entitled to vote more than twelve percent (12%) of the total outstanding shares of stock at any one time.
No sale or transfer of stock shall be effected unless and until the stock shall first have been offered for sale, in writing to the Corporation at the current book value.The Corporation must accept or reject said offer, in writing, within ten (10) days of the offer or the stockholder may sell or transfer his shares without restriction.If the offer is accepted, the Corporation shall have thirty (30) days thereafter in which to settle upon said sale or transfer.
No property in Hideaway Subdivision (RE-CON) may be leased or rented.
Sec.1.WHEN DECLARED.The Board of Directors shall by vote declare dividends from the surplus profits of the Corporation whenever, in their opinion, the condition of the Corporation’s affairs will render it expedient for such dividends to be declared.
Sec. 1.HOW AMENDED.These By-Laws may be altered, amended, repealed or added to by an affirmative vote of the stockholders representative 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.