BY-LAWS OF HOLIDAY BEECH VILLAS
(as amended September 2018)
ARTICLE IV
MEETINGS OF DIRECTORS
SECTION 1. Regular Meetings. A regular meeting of the Board shall be held immediately after, and at the same place as the Annual Meeting or substitute annual meeting of the Unit Owners. In addition, the Board of Directors. may provide by resolution the time and place either within or without the State of North Carolina, for the holding of a regular meeting of the Board.
SECTION 2. Special Meetings. Special meetings of the Board of Directors may be called by or with the request of the Chairperson or by any two Directors. Such meetings may be held either within or without the State of North Carolina.
SECTION 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
SECTION 4. Waiver of Notice. Any member of the Board of Directors may, at any time waive notice of any meeting of the Board of Directors in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called. If all the members of the Board of Directors are present at any meeting of the Board, and no objection is made, no notice shall be required and any business may be transacted at much meeting.
SECTION 5. Quorum. A majority of the number of Directors fixed by these By-Laws shall be required for and shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
SECTION 6. Manner of Acting. Except as otherwise provided in this Section, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A vote of a majority of the number of Directors fixed by the By-Laws shall be required to adopt a resolution constituting an Executive Committee. The vote of a majority of the Directors then holding office shall be required to adopt, amend, or repeal a By-Law.
SECTION 7. Organization. Each meeting of the Board of Directors shall be presided over by the Chairperson of the Board, and in the absence of the Chairperson, by any person selected to preside by vote of the majority of the Directors present. The Secretary, or in his/her absence, an Assistant Secretary, or in the absence of both the Secretary and the Assistant Secretary any person designated by the Chairperson of the meeting, shall act as Secretary of the meeting.
SECTION 8. Informal Action of Directors. Action taken by a majority of the Directors without a meeting is nevertheless board action if written consent to the action in question is signed by all of the Directors and filed with the minutes of the proceedings of the board, whether done before or after the action so taken.
SECTION 9. Minutes. The Board shall keep minutes of its proceedings and provide those minutes to Unit Owners either in writing or on the Association’s website.
SECTION 10. Fidelity Bonds. The Board of Directors may require all officers and employees of the Condominium handling or responsible for Condominium funds to be covered by an adequate fidelity bond. The premiums on such bonds shall constitute a common expense.
SECTION 11. Liability of the Board. The members of the Board of Directors shall not be liable to the Unit Owners for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith. The Unit Owners shall indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board on behalf of the Condominium unless any such contract shall have been made in bad faith or knowingly contrary to the provisions of the Declaration or these By-Laws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Condominium, except to the extent they are Unit Owner(s). It is also intended that the liability of any Unit Owner arising out of any contract made by the Board of Directors or out of the aforesaid indemnity in favor of the members of the Board shall be limited to such proportion of the total liability thereunder as his/her interest in the common areas and facilities bears to the interests of all the Unit Owners in the common areas and facilities. Every agreement made by the Board or by the managing agent on behalf of the Condominium shall provide that the members of the Board of Directors, or the managing agent, as the case may be, are acting only as agents for the Unit Owners and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner s liability thereunder shall be limited to such proportion of the total liability thereunder as his/her interest in the common areas and facilities bears to the interest of all Unit Owners in the common areas and facilities.