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WINDJAMMER INTERVAL OWNERSHIP ASSOCIATION, INC.
These
are the By - Laws of Windjammer Interval Ownership Association, Inc.,
hereinafter called the "Association", a
nonprofit corporation organized under the
laws of the State of North Carolina, the Articles of Incorporation of which
were
filed in the Office of the Secretary of State on the 6th day of May 1981. The
Association has been organized for the
purpose of administrating condominium units
for interval ownership which units are located within the project known as
"Windjammer Condominium" and is located at Mile Post 15, U.S 158 Business
east-side, Nags Head,
Section 1. The office of the Association shall be at the Windjammer Condominium
property, or such other place
as may be subsequently designated by the Board of Directors of the
Association.
ARTICLE
II.. MEMBERSHIP AND VOTING PROVISIONS
(a) Each
owner of Unit Weeks in a Unit committed to Interval Ownership shall be entitled
to a 1/45th of the total vote assigned to
the Unit in which he owns his Unit Weeks for each Unit Week owned. The
Association shall not have a vote for any unit Weeks conveyed to it. (b)
A majority of the Unit Owners present, in person or by proxy, shall
decide any question, unless the Declaration of Condominium, By-Laws or Articles
of Incorporation of the Association provide otherwise.
(a)
they may, but they shall not
be required to, designate a voting member
(b)
If they do not designate a
voting member and if both are present at a meeting and are unable to concur
in their decisions upon any subject
requiring a vote, they shall lose their right to vote on that subject at that
meeting. (As previously provided, the vote of a Unit is not divisible)
(c)Where
they do not designate a voting member, and only one is present at a meeting, the
person present may cast the Unit vote, just
as though he or she owned the Unit individually, and without establishing the
concurrence of the absent person.
ARTICLE III. MEETING OF THE MEMBERSHIP
Section 1.
Place:
All meetings of the Association membership shall be held at the Condominium
property, or at such other place and at such times as shall be designated
by the Board of Directors of the Association and stated in the Notice of the
meeting, and shall be open to all Unit Owners.
Section 3. Annual Meeting:
The annual meeting shall be held at 1:00 p.m., Eastern Standard Time, on the
third Saturday of January, each year for the purpose of electing directors and
transacting any other business authorized to be transacted by the members,
provided, however, that if that day is a legal holiday, the meeting shall be
held at the same hour on the next secular day following. At the annual meeting,
the members present or by proxy shall elect by plurality vote - (cumulative
voting prohibited), a Board of Directors, and shall transact such other business
as may be brought before the meeting.
Section
7. Approval or Disapproval: Approval or disapproval of a Unit Owner upon
any matter, whether or not the subject of an Association meeting, shall be by
the voting members provided, however, that where a Unit is owned jointly by a
husband and wife, and they have not designated one of them as a voting member,
their joint approval or
disapproval shall be required where they are both present, or in the event only
one is present, the person present may cast
• the vote without establishing the concurrence of the absent person.
Section 8.
The Management Firm:
The Management Firm, as long as any Management Agreement remains in
effect, shall be entitled to Notice of all
Association meetings, and shall be entitled to attend the Association's
meetings, and it may designate such persons) as it desires to attend such
meetings on its behalf.
The
affairs of the Association shall be governed by a Board of Directors composed of
not less than (5) nor more than nine
(9) persons, as is determined from time to time by the members. All Directors
shall be members of the Association. All officers of a Corporate Unit Owner
shall be deemed to be members of the Association so as to qualify as a Director
herein; however, not more than one corporate officer can serve as a board member
for this Association. The term of each Director's service shall extend until his
successor is dully elected and qualified, or until he is removed in the manner
provided in Section 3
below. In January 1984, nine (9) members will be elected - three (3) for a
three-year term, three(3) for a two-year term, and three (3) for a one-year
term. In 1985 and thereafter, 1/3 of the Board will stand for re-election or
replacement.
Section 4. Vacancies on
Directorate: If the office of any Director or Directors becomes vacant by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, a majority of the remaining Directors,
though less than a quorum, shall choose a
successor or successors, who shall hold office for the balance of the unexpired
term in respect to which such vacancy occurred. The election held for the
purpose of filing said vacancy may be held at any regular or special meeting of
the Board of Directors. Section
6. Regular Meetings: The Board of Directors may establish a schedule of
regular meetings to be held at such time and
place as the Board of Directors may designate. Notice of such regular meetings
shall nevertheless, be given to each Director personally or by mail,
telephone, or telegraph at least (5) days prior to the day named for such
meeting. All meetings of the Board of Directors, including special meetings in
accordance with Section 7 below, shall be open to all Unit Owners.
Section 7.
Special Meetings:
Special meetings of the Board of Directors may be called by the President, and
in his absence by the Vice President, or by a majority of the members of
the Board of Directors, by giving five (5) days
Notice, in writing, to all of the members of
the Board of Directors of the time and place of said meeting. All Notices of
special meetings shall state the purpose of the meeting. Emergency session may
be called by telephone. If necessary a telephone vote may be accomplished to
facilitate handling of problems that require an immediate response.
Section 8 Director's
Waiver of Notice: Before or at any meeting of the Board of Directors, any
Director may waive Notice of such meeting
and waiver shall be deemed equivalent to the giving of Notice. Attendance by a
Director at any meeting of the Board shall be a waiver of Notice by him
of the time and place thereof. If all the Directors are present at any meeting
of the Board, no Notice shall be required and any business may be transacted at
such meeting.
(a)To
exercise all powers specifically set forth in the Declarations of Condominium ,
this Association's Articles of Incorporation,
in these By-Laws and in the Condominium Act, and all powers
incidental thereto.
(b)
To make assessments, collect said assessments, and use and expend the
assessments to carry out the purposes and powers of the Association.
(c)
To employ, dismiss, and control the personnel necessary for the maintenance and
operation of the project, and of the common areas of the facilities including
the right and power to employ attorneys, accountants, contractors, and other
professionals as the need arises.
(d)
To make and amend regulations respecting the operation and use of the Common
Elements,
Condominium property and Association properties and the use and maintenance of
the Condominium Units therein.
(e)To
contract for the management of the Condominium and may delegate to such
contractor all the powers and duties of the Association, except those which may
be required by the Declarations of Condominium to have approval of the Board of
Directors or membership of the Association. To contract for the management or
operation of portions of the Common Elements or Association properties
susceptible to the separate management or operations thereof, and to lease or
concession such portions.
(f)The
upkeep of the Condominium property, both real and personal, and the right to
purchase furniture, furnishings, fixtures,
and equipment for the foregoing, subject to the provisions of the applicable
Declaration of Condominium, this Association's Articles of Incorporation and
these By-laws.
(g) Designate one or more committees
which, to the extent provided in the resolution designating said committee,
shall have the powers of the Board of Directors in the management and affairs
and business of the Association. Such committee shall consist of at least three
(3) members of the Association. The committee or committees shall have such name
or names as may be determined from time to time by the Board of Directors, and
said committee(s) shall keep regular Minutes of their proceedings and report the
same to the Board of Director's, as required. The foregoing powers shall be
exercised by the Board of Directors or its contractor or employees, subject only
to approval by Unit Owners when such is specifically required.
(h)
To enter into and terminate Agreement with organizations providing Owners
of Unit Weeks to trade their time periods
with Owners of time periods at other resorts. ARTICLE V. OFFICERS
One
person may not hold more than one of the aforementioned offices, except one
person may be both Secretary
and Treasurer. The President and Vice-President shall be members of the Board of
Directors.
Section 4.
Term:
The officers of the Association shall hold office until their successors are
chosen and qualify in their stead. Any officer elected or appointed by
the Board of Directors may be removed at any time, with or without cause, by the
Board of Directors, provided however, that no officer shall be removed except by
the affirmative: vote for removal by a majority of the whole Board of Directors.
If the office of any officer becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.
Section
7. The Secretary: He shall issue Notice of all Board of Directors'
meetings and all meetings of the Unit
• Owners; he shall attend and keep the Minutes of same; he shall have
charge of all of the Association's books, records and papers, except those by
the Treasurer. The Assistant Secretary shall perform the duties of the Secretary
when the Secretary is absent. (a)
He shall have custody of the Association `s funds and securities, except
the funds payable to any Management Firm, and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Association, and shall deposit all monies
and other valuable effects in the name of and to the credit of the Association,
in such depositories as may be designated from time to time be the Board
of Directors. (b)
He shall disburse the funds of the Association as may be ordered by the
Board of Directors in accordance with these By-Laws, making proper vouchers for
such disbursements, and shall render to the President and
Board of Directors at the regular meetings
of the Board of Directors, or whenever they may require it, an account of all of
his transactions as the Treasurer and of the financial condition of the
Association.
(c)
He shall collect the
assessments and maintenance fees and shall promptly report that status of
collections and of all delinquencies to the Board of Directors.
(d)
He shall give status reports
to potential transferees on which reports the transferees may rely.
(e)
The duties of the Treasurer
may be fulfilled by a Management Firm employed by the Association, and
said Management Firm shall fulfill the
duties of the Treasurer, and shall have custody of such books of the Association
as it determines in its sole discretion and the foregoing shall include
any books required to be kept by the Secretary of the Association.
designated by the Board of Directors. Obligations of the Association shall be
signed by the President or Vice-President
and the Secretary; provided, however, that the provisions of any Management
Agreement. between the Association and a Management Firm relative to the
subject matter in this Section shall supersede the provision hereof.
(a) The
Board of Directors of the association shall fix and determine from time to time
the sum or sums necessary and adequate for the common expenses of the
Condominium . Common expenses shall include expenses for the operation,
maintenance, repair or replacement of the Common Elements and the limited Common
Elements, costs of carrying out the powers
and duties of the Association, all insurance premiums and other expenses
designated as common expenses from time to time by the Board of Directors
of the Association, or under the provisions of the Declaration of Condominium to
which these By-laws are attached. The Board of Directors is specifically
empowered, on behalf of the Association to
make and collect assessment and to lease, maintain, repair, and replace the
Common Elements and limited Common Elements of the Condominium Funds for
the payment of common expense shall be assessed against the Unit Owners in the
proportions or percentages of sharing common expenses, as provided in the
Declaration. Regular assessments shall be made due and payable monthly on the
first day of each month. Maintenance fees for interval ownership shall be
payable no later than January 31 of each calendar year unless otherwise ordered
by the Board of Directors. Special
assessments, should such be required by the Board of Directors, shall be levied
in the same manner as hereinbefore provided for regular assessments, and
shall be payable in the manner determined by the Board of Directors
All
funds due under these By-Laws, which are attached to the Declaration of
Condominium to which these By-Laws are
attached are common expenses of this Condominium.
(b) A copy of the proposed
annual budget of common expenses shall be mailed to the Unit Owners not less
than thirty(30) days prior to the meeting at which the budget will be
considered, together with a Notice of that meeting. The Unit Owners shall be
given written notice of the time and place at which the meeting of the Board of
Directors shall be held to consider the
proposed annual budget of common expenses, and such meeting shall be open to the
Unit Owners. If a budget is adopted by the Board of Directors which
requires assessment against the Unit Owners in any fiscal or calendar year
exceeding 115% of such assessments for the preceding year, upon written
application of 10% of the Unit Owners, a
special meeting of the Unit Owners shall be held upon no less than thirty (30)
days written notice to each Unit Owner, but within forty- five (45) days
of the delivery of such application to the Board of Directors or any member
thereof, at which special meeting Unit Owners may consider and enact a revision
of the budget, or recall any and all members of the Board of Directors and elect
their successors. In either case, unless these By-Laws shall require a larger
vote, the revision of the budget or the recall of any and all members of the
Board of Directors shall require a vote of not
less than a majority of the whole number of
votes of all Unit Owners. The Board of Directors may in any event propose a
budget to the Unit Owners at a meeting of
members or by writing, and if such budget or proposed budget be approved by
the Unit Owners at the meeting, or by a majority of their whole number by a
writing, such budget shall not thereafter be reexamined by the Unit Owners in
the manner herein above set forth nor shall the Board of Directors be recalled
under the terms of this Section. In determining whether assessments exceed 115%
of similar assessments in prior years, there shall be excluded in the
computation, any provision for reasonable reserves made by the Board of
Directors in respect of repair or replacement of the Condominium property or in
respect of anticipated expenses by the Condominium Association which are not
anticipated to be incurred on a regular or annual basis and there shall be
excluded from such computation, assessment for betterments to the Condominium
property if these By-Laws so provide or allow the establishment of reserves, or
assessments for betterments to be imposed by the Board of Directors, provided
however, that so long as the Declarant is in control of the Board of Directors,
and the Board shall not impose an assessment for a year greater than 115% of the
prior fiscal or calendar year's assessment without approval of a majority of the
Unit Owners. When the Board of Directors has determined the amount of any
assessment, the Treasurer of the Association
shall
mail or present to each Unit Owner a statement of said Unit Owner's assessment.
All assessments shall be payable
to the Association.
(a)
The Board of Directors of the
Association shall fix and determine from time to time, the sums necessary and
adequate for the maintenance fee on Condominium Units committed to Interval
Ownership. The Maintenance fee on such Units shall include the items specified
in the Declaration of Condominium to which these By-Laws are attached.
(b)
When the Board of Directors
has determined the amount of any maintenance fee, the Treasurer of the
Association shall mail or present to each Owner of Unit Weeks within all Units
committed to Interval Ownership a statement of said maintenance fee. All
maintenance fees shall be payable to the Treasurer of the Association and, upon
receipt, said Treasurer shall give a receipt for each payment made to him, if
requested by the Unit Owners.
ARTICLE
VIII. COMPLIANCE AND DEFAULT
(a)
An action at law to recover
for its damage, on behalf of the Association or on behalf of the other Unit
Owners. (b) An action in equity to enforce performance on the part of the Unit Owner, or
(c)
An action in equity for such
equitable relief as may be necessary under the circumstances., including
injunctive relief.
Any
violations which are deemed by the Board of Directors to be a hazard to public
health may be corrected immediately
as an emergency matter by the Association and the cost thereof shall be charged
to the Unit Owner as a specific item, which shall be a lien against said Unit
with the same force and effect as if the charge were a part of the common
expenses.
Owner
as a specific item which shall be a lien against said Unit with the same force
effect as if the charge were a part of
the common expenses.
Section 3.
Costs and Attorney's Fees:
In any proceeding arising because of an alleged default by a Unit Owner,
the prevailing party shall be entitled to
recover the costs of the proceeding and such reasonable attorney's fees as may
be determined by the Court. Section
4. No Waiver of Rights: The failure of the Association or of a Unit Owner
to enforce any right, provision, covenant,
or condition which may be granted by the Condominium documents shall not
constitute a waiver of the right of the Association or Unit Owner to
enforce such rights provision, covenant, or condition
in
the future.
Section 5.
Election of Remedies:
All rights, remedies, and privilege granted to the Association or Unit Owner,
pursuant to any terms, provisions covenants or conditions of the Condominium
documents, shall be deemed to be cumulative and the exercise of any one or more
shall not be deemed to constitute an election of remedies, nor shall it
preclude the party thus exercising the same
from exercising such other and additional rights, remedies, or privileges as
may be granted to such other party by Condominium documents, or at law or in
equity.
Section 6.
Units Committed to Interval Ownership:
Any liens or sanctions against an Owner of Unit Weeks in a Unit committed
to Interval Ownership for an alleged default as set forth in this Article VIII
shall be limited to the Unit Weeks owned by such Owner and shall be of no force
and effect as to any other Unit Weeks of Owner thereof. ARTICLE
IX. ACQUISITION OF UNITS ON FORECLOSURE Section
1. Acquisition of Units on Foreclosure: At any foreclosure sale of a
Unit, the Board of Directors may, with the authorization and approval by the
affirmative vote of voting members casting not less than sixty (60%) of total
votes of the members present at any regular
or special meeting of the members wherein said matter is voted upon, acquire
in the name of the Association, or its designee, a Condominium parcel being
foreclosed. The term "foreclosure", as used in this
Section, shall mean and include any foreclosure of any lien, excluding the
Association's lien for assessments. The
power of the Board of Directors to acquire a Condominium parcel at any
foreclosure sale shall never be interpreted as any
requirement or obligation the part of the
said Board of Directors or of the Association to do so at any foreclosure sale,
the provisions hereof being
permissive in nature and for the purpose of setting forth the powering the Board
of Directors to do so should requisite approval of the voting members be
obtained. The Board of Directors shall not be required to obtain
the
approval of Unit Owners at the foreclosure sale of a Unit, due to the
foreclosure of the Association's lien for
assessments under the provisions of the Declaration of Condominium to which
these By-Laws are attached notwithstanding the sum of the Board of Directors
determines to bid at such foreclosure sale.
Section 2.
Transfer of Units:
Owners shall notify the Association, of any transfer, by sale or otherwise, of
said Unit or Unit Weeks within ten (10) days of the date of same. Notice
shall include such information and be in the form that the Association shall
prescribe from time to time. The Association may send all necessary Notices to
the person shown as Owner of said Unit or
Unit Weeks in its records, and said shall be binding as to any other Owner of
said Unit and Unit Weeks where the Association has not been notified as
provided herein. ARTICLE
X. AMENDMENT TO THE BY-LAWS The
by-laws may be altered, amended or added to at any duly called meeting of the
Unit Owners, provided:
(1)
Notice of the meeting shall
contain a statement of the proposed Amendment
(2)
If the Amendment has received
the unanimous approval of the full Board of Directors, then it shall be
approved upon the affirmative vote of the
voting members casting a majority of the total votes of the members of the
Association.
(3)
If the Amendment has not been
approved by the unanimous vote of the Board of Directors, then the
Amendment shall be approved by the
affirmative vote of the voting members casting not less than three-fourths
(3/4ths) of the total votes of the members of the Association; and,
(4)
Said Amendment shall be
recorded and certified as required by the Condominium Act
Notices
provided for in these By-Laws shall be written and shall be deemed sufficiently
given delivered personally or when deposited
in the United States mail addressed to any Owner at the last address such Owner
designates to the Agent for delivery
of notices or, in the event of no such designation, at such Owner's last known
address or, if there be none, to the address of the Unit.
The of
membership in the Condominium shall not relieve or release any such former Owner
or member from any liability
or obligation incurred under or in any way connected with the Condominium during
the period of such ownership and membership, or impair any rights it remedies
which the Association may have against former Owner and member arising out of or
in any way connected with such ownership and membership, and the covenants and
obligations incident thereto.
ARTICLE XIV. LIMITATION OF LIABILITY
ARTICLE XV. PARLIAMENTARY RULES
Section 3. Notice of Suit: Owner shall give Notice to the Association of
every suit or other proceeding which will or may affect title to his Unit or any
part of the property, such Notice to be given within (5) days after the Unit
Owner receives Notice thereof.
Section 4. Failure to Comply: Failure to comply with this Article
concerning liens will not affect the validity of any judicial sale.
ARTICLE XVII. RULES AND REGULATIONS
Section 1. The Board of Directors may, from time to time, adopt or amend
previously adopted administrative Rules and Regulations governing the details of
the operation, use, maintenance, management and control of the Association
properties, the Common Elements and limited Common Elements of the Condominium
and any facilities or services made available to the Unit Owners .A copy of the
Rules and Regulations adopted from time to time as herein provided shall from
time to time be posted in a conspicuous place and/or copies of same shall be
furnished each Unit Owner.
Section 2. As to Condominium Units: The Board of Directors, may from time
to time adopt or amend previously adopted Rules and Regulations governing and
restricting the use and maintenance of the Condominium
Unit(s) provided, however, that copies of such Rules and Regulations, prior to
the same become effective, shall be posted in
a conspicuous place and/or copies of same shall be furnished to each Unit Owner.
Section 3. Conflict: In the event of any conflict between the Rules and
Regulations adopted, or from time to
time amended, and the Condominium documents, or the Condominium Act, the latter
shall prevail. If any unreconciled conflict
should exist or hereafter arise with respect to the interpretation of these
By-Laws and the Declaration of Condominium, the provisions of said Declaration
shall prevail.
WINDJAMMER INTERVAL OWNERSHIP ASSOCIATION,
INC.
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The Windjammer: 5619 Virginia Dare Trail P.O. Box
1266• Nags Head, NC 27959 • 252-441-4811 
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