Article I. Name and Location The name of the corporation is Solterra Homeowners Association, Inc., hereinafter referred to as the “Association.” The principal office of the Association is located at 98 Solterra Way, Durham, North Carolina. Meetings of members and directors are held within the State of North Carolina. “Association” means and refers to Solterra Homeowners’ Association, Inc., its successors and assigns. “Properties” means and refers to real property described in the Declaration, property purchased by the Association for addition to Solterra, and other property added to Solterra by the Association. “Common Area” means and refers to the Properties and improvements owned by the Association for the common use and enjoyment of the Owners. Section 4. Lot “Lot” means and refers to any plot of land shown upon any recorded subdivision map of the properties with the exception of the Common Area. Section 5. Covenants “Covenants” means and refers to the Declaration of Covenants, Conditions, Restrictions, and exhibits thereto, applicable to the Properties and recorded in the Office of the Register of Deeds of Durham County, North Carolina. “Owner” means and refers to the record owner(s) of the fee simple title to any Lot but excluding mortgagors. “Delegates” means and refers to an owner or resident of Solterra to whom another owner has delegated certain rights in the decision-making processes. “Members” means and refers to property owners or their delegates who are entitled to participate in the decision-making processes. “Residents” means and refers to those persons who usually and regularly reside at Solterra. Consensus is a way for groups to make decisions so that all voices are heard and all concerns addressed. Consensus is built upon a foundation of shared values. Consensus grows out of the best interests and understanding of the group. Consensus is not unanimity or agreement and may require individuals to stand aside when personal wants are in opposition to group needs and once their concern has been heard by the group and either been addressed or attached to the proposal as an unresolved concern that is pursued until resolved. Article III. Association Meetings Annual meetings are held on a date and time to be determined at the previous Annual meeting. Annual meetings may not be held on legal or religious holidays. Regular meetings are held at a time and place to be determined by the Members. Special meetings may be called at any time by the President, by the Board of Directors, or upon written request of one-half of the Members. Section 4. Notice of Annual or Special Meetings Written notice of the annual or special meetings of the Members specifies the place, day, hour and purpose of the meeting. Notification to Members must be made at least 15 days prior to the meeting and is accomplished by posting at the Common House and by electronic distribution. The Board of Directors may shorten the time required for notification with justification to the community. Fifteen members shall constitute a quorum for decision-making at a Community Meeting. A simple majority of Board Members constitutes a quorum for Board Meetings. Article IV. Participation in Decision-Making Section 1. Participation in Meetings and Discussions All residents and members may attend all meetings and participate in discussions. Participation in procedures for voting and for determining consensus is restricted to Members. Section 2. Delegation of Right to Participate in the Decision-Making Process Owners may delegate their right to participate in the decision-making process with a written notice to the Secretary that specifies the issue for which delegation is effective, the date on which delegation terminates, and to whom the delegation is made. Article V. The Decision-Making Process and Voting Rights The Association makes all decisions using a consensus process. The consensus process consists of presenting a proposal to the Board, distributing the proposal to the Association membership, and discussing the proposal until a decision is reached by consensus or until it is determined that a vote must be initiated. From time to time, qualified facilitators may provide orientation and training sessions on the decision-making process to encourage informed and competent participation by Members. Section 2. Determining the Nature of Issues Agenda items requiring a decision must be submitted to the Board of Directors. The Board of Directors determines whether the issue is one that would materially change the nature, purpose, and character of the Solterra Community using the then current version of the Vision Statement as the standard. The Board of Directors further determines if the issue is one for which time is of the essence to avoid financial, legal, or other disadvantages to the Association or its Members. Section 3. Consensus Participation Members must be present to participate in consensus and each Member has one voice in the decision. Section 4. Inability to Reach Consensus It is the Board of Directors which determines that consensus cannot be reached and that a voting process must be instituted. Once the date for reaching consensus occurs and no consensus is apparent, the Secretary initiates the voting process, which is conducted by mail. 5.1 Ballots The proposal, in its final form, is presented to the Members on an official ballot. The official ballot also contains the date beyond which the vote will be null and void, no less than 15 days from the date of mailing. A self-addressed, stamped envelope is included in the return receipt mailing. 5.2 Material Change Approval If the issue is one that would materially change the nature, purpose, and character of the Solterra Community as described in the Vision Statement, at least ninety-five percent of the authorized returned votes must approve the issue for it to pass. 5.3 Time is of the Essence Approval If the issue is not one that would materially change the nature, purpose, and character of the Solterra Community, but time is of the essence, a simple majority of those voting must approve an issue for it to pass. Only Members may participate in the discussion and cast votes. Each lot is entitled to two votes. Single owners are entitled to two votes and may delegate those votes to one or two others. Section 7. Suspension of Consensus Participation and Voting Rights The Board of Directors may suspend the rights of a Member to participate in the consensus process, and to vote, if the Member is declared by the Board to be in default in paying any assessment levied by the Association, or if the Member is declared by the Board to be in non-compliance with the Covenants and Bylaws of the Association. The Member must be given written notice of the default or non-compliance and must be informed of remedies that are acceptable to the Board. Section 8. Members Right to Notice and Hearing Before a Member’s voting rights can be suspended, the Member must be afforded notice that the suspension is being considered. The Member must also be afforded a hearing at which the Member can present the circumstances of the non-conformance. Section 9. Members Right to Appeal Members may appeal the suspension of voting rights and consensus participation to the Members of the Association at the next regularly scheduled meeting or at a special meeting of the Members. Article VI. Authorities and Responsibilities of the Board of Directors Section 1. Executive committee The Board of Directors serves as the executive committee with authority and responsibility for the day-to-day management of the affairs of the Association. Section 2. Delegated authority The Board of Directors has the authority to propose rules and regulations governing the use of the Common Area and facilities and set penalties for infractions. The Board of Directors has the authority to employ managers, independent contractors, or employees, to prescribe their duties, and to determine reasonable compensation within a budget approved by the Members. Section 3. Delegated responsibility The Board of Directors keeps a complete record of all its activities and corporate affairs. The Board oversees the site plan, prepares the yearly budget, maintains a four-year spending plan and a project portfolio, secures contracts, oversees reserves, and addresses bad debt and legal actions. 3.1 Budget The Board of Directors ensures that the yearly budget is adequate to carry out Association responsibilities and obligations. 3.2 Supervision The Board of Directors supervises all Officers, agents, and employees of the Association to see that their duties are properly performed and that they adhere to the approved budget. 3.3 Insurance The Board of Directors procures and maintains adequate liability and hazard insurance on property owned by the Association. 3.4 Bonding The Board of Directors ensures Officers or employees who have fiscal responsibilities are bonded. The Board of Directors manages the settlement of disputes, including but not limited to, disputes between Members on matters relevant to Solterra, and disputes between Members and committees. Disputes between Members and the Board are managed by Members of the Association. Article VII. Directors, Officers, and Their Duties Section 1. Election and Number of Directors The Board of Directors of the Association is elected at the Annual Meeting and consists of four Officers, two At-large Members and Chairs of the Standing Committees, all of whom must be Members of the Association. Each Director shall serve a term of no more than three consecutive years. Section 3. Nominating Committee The Nominating Committee is selected by the Board of Directors three months prior to the Annual meeting. The Nominating Committee should attempt to balance the nominations by including new Directors and returning Directors to ensure continuity and the infusion of new ideas. The Nominating Committee makes its recommendations to the membership based on an email and telephone poll of all members. Section 4. Removal, Resignation, and Replacement of Directors A Director may be removed with or without cause by the Members of the Association at either a regular or a special meeting of the Members. Officers may resign at any time by giving written notice to the Board, the President or the Secretary. The resignation is effective at the date and time specified in the notice. A Director vacancy is filled by appointment by the Board and ratified by the Members at the next regular or special meeting. The appointed Director serves for the remainder of the term of the Director s/he replaces. Section 5. Enumeration of Offices The Officers of this Association are President, Vice President, Secretary, Treasurer, and such other Officers as the Board may, from time to time by resolution, create from among current Members of the Board. Section 6. Special Appointments The Board elects such other Officers as the affairs of the Association may require. Each of those other Officers holds office, has authority, and performs duties determined by the Board. No person may hold more than one office except in the case of offices created pursuant to Section 6 of this Article. Section 8. Duties of the President The President presides at all meetings of the Members and the Board of Directors; sees that orders and resolutions of the Board are carried out; signs all leases, mortgages, deeds and other written instruments; and may co-sign checks and promissory notes. Section 9. Duties of the Vice-President The Vice-President acts in the place and stead of the President in the event of his/her absence inability or refusal to act, and exercises and discharges duties required of him/her by the Board, and may co-sign checks and promissory notes. Section 10. Duties of the Secretary The Secretary records decisions; keeps the minutes of all meetings and proceedings of the Board and of the Members; keeps the Corporate Seal of the Association and affixes it to all papers requiring a seal; serves notice of meetings of the Members; keeps records showing Members names and addresses; and performs other duties as required by the Board. Section 11. Duties of the Treasurer The Treasurer receives and deposits all monies of the Association and disburses funds as directed by resolution of the Board of Directors. The Treasurer signs or co-signs checks and promissory notes of the Association, keeps proper books of account, and contracts with a Certified Public Accountant for a review of the Association books at the completion of each fiscal year. The Treasurer prepares an annual budget, and prepares a statement of income and expenditures for presentation to the membership on a quarterly basis. Article VIII. Meetings of the Board of Directors Meetings of the Board of Directors are held monthly, are announced at least two days in advance, and are held at a place and hour designated by the Board. Meetings shall not be held on legal or religious holidays. Special Meetings of the Board of Directors are called by the President of the Association, or by a majority of the Directors. An attempt should be made to give all Directors as much notice as the situation permits. If the meeting addresses an issue for which time is of the essence, the meeting may be held on a legal or religious holiday. The transaction of business requires a quorum of the Directors to be present. Section 4. Action Taken Without a Meeting The Directors have the right to take any action that they could take at a meeting by obtaining the written approval of all the Directors to do so without a meeting. Electronic transmission of approval via email is acceptable. Although there are no notification requirements other than those stated in Section 2. Special Meetings, Board meetings are open to all Members and Residents. Section 6. Board Decision-Making Decisions by the Board are restricted to management issues. The community, using the consensus process, makes policy decisions. Business of the Board is conducted by consensus. Should consensus not be reached, the Board refers the matter to the Members of the Association at the next regular or special meeting of the Members. The Board of Directors solicits volunteers to serve on various boards, committees, and subcommittees as deemed appropriate in carrying out the purposes of the Association. The Standing Boards and Committees of the Association are Architectural Review Board, Common House Committee, Common Lands Committee, and Community Life Committee that includes a conflict resolution component. Section 1. Architectural Review Board The Architectural Review Board interprets the Architectural Codes, reviews new construction plans for compliance with solar access and other codes, notifies neighbors about new construction, and provides on-going review of member compliance. Section 2. Common House CommitteeThe Common House Committee drafts policies for use of the facility, provides housekeeping services, purchases new and replacement items, procures maintenance for appliances and equipment, and provides maintenance for the structure. Section 3. Common Lands CommitteeThe Common Lands Committee provides for maintenance of landscape, organic gardens, equipment, structures other than the Common House, and all infrastructure systems. Landscape activities include grading, seeding, mowing, tree care and removal, new plantings, and maintenance of common lands. 3.2 Organic Gardens Subcommittee OrganicGardens includes maintenance of the Community Farm and orchards and member garden plots. 3.3 Structures and Equipment Subcommittee Structures and equipment include maintenance for tools and toys, sheds, greenhouse, workshop, gazebos, trellises, and birdhouses. 3.4 Infrastructure Subcommittee Infrastructure includes maintenance of roads and paths, ponds, water system, and sanitary sewer system. Section 4. Community Life Committee The Community Life Committee provides for the social life of the community. Activities include childcare, hospitality, meals, safety, conflict resolution, care teams, and website. Hospitality provides information about the community and co-housing to potential owners and other interested persons, and assists new members in transitioning to life at Solterra. 4.2 Conflict Resolution Subcommittee Conflict resolution creates an environment in which disagreement can be expressed positively, provides a way for neighbors to creatively resolve conflicts, works together to discover which decision or choice is most acceptable, and uses conflict to build a more satisfying community life for everyone. Website provides timely information about activities for residents, members, and visitors, serves as a repository for official documents and decisions, and provides an electronic forum for discussion. Safety oversees maintenance of community lighting, traffic control, neighborhood watch, severe weather cleanup and other safety issues as needs are determined. The books, records, and papers of the Association are subject to inspection by any Member during reasonable business hours. The Articles of Incorporation, Covenants, Architectural Codes, By-Laws, and Regulations of the Association are available for inspection by any Member at the Common House and on the website. The fiscal year of the Association begins on the first day of January and ends on the 31st day of December of every year. Owners are responsible for timely payment of all assessments of the SHA. Assessments include: regular monthly dues, occasional special assessments levied on all owners, and assessments levied on individual owners for non-compliance with established SHA rules and regulations. Monthly dues are due on the 1st day of each month and late on the last day of the month. Other assessments are due on the date specified by the Board when setting the assessment. When an assessment is 2 months overdue, the SHA Treasurer will attempt to contact the owner to make arrangements for payment. When an assessment is more than 3 months overdue, the Treasurer will send a registered letter to notify the lot owner of their non-payment status. The letter will include a request for payment and an offer to help negotiate an arrangement for timely payment. When an assessment is more than 6 months overdue (assuming mutually satisfactory arrangements for payment have not been made), a lien will be placed on the property. The lien will include filing fees and interest on the non-paid amount, at the interest rate of prime plus three percent at the time the lien is placed. When an assessment is more than 18 months overdue (assuming mutually satisfactory arrangements for payment have not been made), the delinquency will be referred to a collection agency. Unpaid dues/assessments, fees for filing the lien, unpaid interest, and collection fees will be sought. Article XIII. Reserve for Long-Term Maintenance Reserve funds for long-term expenses are invested in insured accounts and are not used for other purposes without permission of the members and notification to lenders holding mortgages on any lots. Reserves are maintained for all common properties including but not be limited to roads, pathways, sanitary sewer system, water system, and Common House. Article XIV. Amendment Procedure Amendment of these Bylaws follows the processes described in Article V. The Decision-Making Process and Voting Rights. The Association seal is a circle within which appear the words SOLTERRA HOMEOWNERS ASSOCIATION, INC. I, the undersigned, do hereby certify THAT I am the duly elected and acting secretary of the Solterra Homeowners’ Association, Inc., a North Carolina corporation, and THAT the foregoing By-Laws constitute the revised By-Laws of said Association, as duly adopted at the meeting of the Members held on the 31st day of October 2004. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this _____________________ day of _______________________ 2004. ______________________________________ Mary Margaret Wade, Secretary |