GLEBE HARBOR/CABIN POINT PROPERTY OWNER'S ASSOCIATION
The purposes for which this corporation is organized are
to:
(1) promote the general civic interests and welfare of all
property owners and residents of Glebe Harbor and Cabin Point subdivisions of
Westmoreland County, Virginia,
(2) provide, maintain, and operate recreational facilities
and appurtenances,
(3) provide social, recreational and educational activities
and events for the members of this corporation and their guests,
(4) operate and maintain all properties owned or leased by
the corporation for the benefit of the members, and
(5) undertake such additional projects and activities for the benefit of the members of the corporation as the membership may from time to time authorize.
(As amended by the
Membership through April 24, 2004)
ARTICLE
I
Section 1: The offices of the Glebe Harbor-Cabin Point
Property Owner's Association, Inc. shall be in the Clubhouse of the Association,
Route 3, Montross, Westmoreland County, Virginia 22520.
Section 2: The office of the registered agent of the
Corporation shall be in the Clubhouse of the Association or may be changed to
the residence or office of a succeeding registered agent in the Commonwealth of
Virginia by a majority vote of the Board of Directors and in compliance with the
provisions of Chapter 2 of Title 13.1 of the Code of Virginia.
ARTICLE
II
Section 1: The Board of Directors exercises the authority
and powers of the Corporation, sets its objectives and policies in consonance
with its Articles of Incorporation and these By-laws, and attends generally to
its management, operations and finances. Nine (9) Directors shall be elected to
the Board. Each shall be a FULL member, with three (3) Directors elected
annually to serve a term of three (3) years by the membership eligible to vote
at the annual meeting. No Board member shall serve more than two consecutive
three year terms. Members of the Board have a responsibility for attending all
regularly scheduled meetings of the Board unless excused by the President.
Section 2: The Board may provide for committees of members
with appropriate duties and powers. The Board shall be responsive to the desires
and recommendations of the membership and shall adopt and annually publish such
rules or regulations as may be necessary to effectively accomplish the purposes
for which the Corporation is organized.
Section 3: Members of the Board may be removed whenever in
the judgement of the members of the Corporation the best interests of the
Corporation will be served thereby. Such action may be taken at any general
meeting of the membership or at any special meeting if this action is stated in
the call of the meeting as one of the items to be before the membership at that
meeting.
ARTICLE
III
OFFICERS
AND COMMITTEES, DUTIES AND POWERS
A.
OFFICERS
Section 1: The President. The President shall call
and preside at the meetings of the Corporation and of the Board of Directors. He
shall appoint, and may remove, with the approval of the Board all chairmen and
committee members of all standing and special committees. He shall be, ex
officio, a member of all committees, and shall be entitled to vote in committee
meetings. He shall present a written annual report to the membership at the
annual meeting. He shall be bonded at the expense of the Corporation.
Section 2: The Vice-President. The Vice-President
shall have and exercise all the powers, authority and duties of the President
during his absense or inability to act. He shall also act as an assistant to the
president. He shall be bonded at the expense of the Corporation.
Section 3: The Secretary. The Secretary shall keep
the minutes of all meetings of the Board, of the membership, and any other
meetings which the Secretary is designated by the president to attend. He shall
maintain a roster of FULL, LIMITED, INACTIVE, CHARTER, and HONORARY members,
give notices of meetings, have custody of and affix the Corporation seal, and
maintain the minutes of all meetings of the Standing Committees. In general, he
shall perform all of the duties incident to the office of the Secretary.
Section 4: The Treasurer. The Treasurer shall
receive, disburse, and have custody of all funds and securities of the
Corporation and shall keep clear and adequate records of the financial
transactions of the Corporation. He shall perform all acts incident to the
position of the Treasurer, subject to the control of the Board and make such
other reports for distribution to the membership. He shall be bonded at the
expense of the Corporation and his records will be available for audit at the
direction of the Board.
Section 5: The Immediate Past President. The living
President of the Corporation next preceeding the current president shall remain
available to advise the President and other officers of actions and intent of
previous Boards and act as historian to assure that corporate records of issues
and activities, aside from the corporate minutes, are kept current.
Section 1: Certain standing committees are established
which will continue from year to year. Because of the importance of the
deliberations and recommendations of these committees, appropriate minutes will
be recorded and will become part of the official minutes of the Association
maintained by the Secretary.
Section 2: Finance Committee. The Finance Committee
operates under the cognizance of the Treasurer and shall be responsible for
developing and presenting to the Board, recommendations for short and long range
financial plans of the Corporation. It shall be responsible for the preparation
of the annual budget and the operating budgets and for recommending changes
thereto during the operating year. It shall be responsible for reviewing the
accounting system and recommending changes thereto. It shall be responsible for
advising the Treasurer and the Board on investment, loans and other matters
related to the finances of the Corporation.
Section 3: Membership Committee. The Membership
Committee operates under the cognizance of the Secretary and is responsible for
developing the membership records system of the Association. It shall be
responsible to the Secretary for maintaining such membership records as he may
require in the performance of his assigned duties. It shall be responsible for
the conduct of membership campaigns and promotions directed by the Board; for
reviewing applications for membership and determining if the applicant is
eligible for membership and has paid in funds sufficient to pay all fees, dues,
penalties, and assessments required under the By-laws. It shall be responsible
for making recommendations to the Board relating to the classes of membership
and for recommending policies concerning the rights, privileges and
responsibilities of members.
Section 4: Facilities Committee. The Facilities
Committee operates under the cognizance of the Vice President and shall be
responsible for developing and presenting to the Board recommendations for the
maintenance, repair, modification or additions to the facilities owned or leased
by the Corporation. It shall be responsible for the timely provision of cost
estimates to the Finance Committee for inclusion in short and long range
financial plans, and in the annual and operating budgets prepared by the Finance
Committee. It shall be responsible for maintaining appropriate records of real
property, personal property and equipment owned or leased by the
Corporation; for assisting the Finance Committee in the development of schedules
of depreciation, and for recommendations for financial reserves for replacement
of worn out or obsolete equipment and facilities. It shall be responsible for
overseeing the operation, repair, modification or additions of the Corporation
facilities including its land, buildings and equipment,
Section 1: Parliamentarian. There shall be a
Parliamentarian, appointed by the President from the FULL membership, who shall
be responsible for making parliamentary procedure rulings requested by the
President in general, special, or board meetings (following Robert's Rules of
Order, latest edition). He shall make interpretations on obscure or
controversial matters relating to the Articles of Incorporation and the By-laws
of the Association which may be referred to him by the President or the Board
for clarification. He shall record such interpretations and the action taken on
the matter by the Board. He shall be responsible for preparing and presenting to
the Board at its next regularly scheduled meeting any proposed amendments which
are necessary or desirable to correct deficiencies in the Articles of
Incorporation or in the By-laws. He shall be responsible for preparing in
coordination with the Secretary, such amendments as may be approved by the Board
for submission to the membership at its next scheduled quarterly meeting,
consistent with the provisions of ARTICLE IX of these By-laws.
Section 2: Special Assistants. The President, with
the approval of the Board is authorized and empowered to appoint from among the
membership, assistants to any officers, board members or committees, when
necessary for the proper performance of their assigned duties.
ARTICLE
IV
MEETINGS
A.
CORPORATE MEETINGS
Section 1: There shall be an annual meeting of the Corporation during the month of April at a time and place designated by the Board but within Westmoreland County. There shall be three (3) general meetings of the membership each year, unless prior notice of cancellation is given. One of these must be the annual meeting. The other two regular meetings of the membership generally will be scheduled during the Summer and Fall seasons, the dates and times of the meetings to be announced as provided in Section 3 below.
Section 2: Special meetings of the Corporation may be
called at any time by the President, or by three (3) members of the Board,
acting jointly without the President; and shall be called by the President upon
written application of thirty (30) members, providing the application includes a
statement of the purpose of the meeting and is submitted to the Secretary at
least fourteen (14) in advance of the meeting. No business other than that
stated in the notice shall be conducted at such special meetings.
Section 3: All meetings shall be called by depositing in
the mail written notice to each member in good standing. The notice shall
include the time, place and purpose of the meeting. First class postage shall be
used and the notice shall be placed in the mail not less than ten (10) nor more
than fifty (50) days before the date of the meeting except if the membership is
to act on an amendment of the Articles of Incorporation, an amendment to the
By-laws, a plan of merger or consolidation, or a plan of dissolution the notice
with a copy of the proposal must be placed in the mails not less than
twenty-five (25) nor more than fifty (50) days prior to the date of the meeting.
Section 4: A quorum shall consist of ten (10) percent of
the members in good standing, present in person or represented by proxies, who
are eligible to vote on a matter under consideration. All designations of
proxies must be in writing in a form approved by the Board, and may name only
persons who have been issued membership cards of the same or higher class of
membership than the person making the designation. All proxies must be filed
with the Secretary prior to the opening of the meeting.
Section 1: The Board shall set a schedule of regular
monthly meetings and inform the membership of the dates, time and place of such
meetings by posting the schedule in the clubhouse, on the Association bulletin
board(s) and by publication in the newsletter or other official organ of the
Association. Any member of the Association may request permission to present a
problem or concern to the Board at such meetings.
Section 2: The first meeting of the Board each new fiscal
year shall be held during the month of May following the annual April membership
meeting. At this meeting
the Board will elect the officers specified in ARTICLE III of these By-laws and
such other officers as the Board may deem necessary.
Section 3: The President or any three (3) members of the
Board may call a special meeting by notifying all members of the Board at least
twenty-four (24) hours in advance and advising them of the purpose of the
meeting.
Section 4: A quorum at all meetings shall be a majority of
the Board.
ARTICLE
V
ELECTIONS
Section 1: At least sixty (60) days prior to the annual
meeting of the Corporation the President shall appoint a nominating committee
which shall consist of five (5) members in good standing from the Active
membership. At least three (3) of the nominating committee shall not be members
of the Board. The nominating committee shall submit a slate of nominees who hold
FULL membership for election to fill the three (3) regular vacancies on the
Board at the annual meeting. In addition, nominees must be submitted from the
FULL membership for each vacancy which the Board has not filled. Nominations
from those who hold FULL membership may also be made from the floor, provided
the person making the nomination must first have obtained the consent of the
person being nominated.
Section 2: All Directors elected to the Board at the annual meeting shall take office at the first meeting of the Board, which shall be held during the month of May of the new fiscal year.
Section 3: Any unexpired vacancy on the Board may be filled
by the Board replacing that member with ratification of the action by a majority
of the membership at its next scheduled regular meeting. Such elections shall be
for the unexpired term of the Director or officer.
ARTICLE
VI
MEMBERSHIP
Section 1: The total number of members in this Association
shall not exceed the total number of lots and other separately designated
portions of the 450 acres, more or less, which formed the original tract from
which the Glebe Harbor subdivision was developed and the 900 acres, more or
less, which formed the original tract from which Cabin Point subdivision was
developed. All such parcels of land will be referred to as "lots" in
these By-laws.
Section 2: The memberships in this Corporation shall be
divided into four (4) classes: FULL, LIMITED, INACTIVE, and HONORARY. To be
eligible for any class of membership except HONORARY, the applicant must be an
owner of one of the lots in Glebe Harbor or Cabin Point Subdivisions as defined
in Section 2 of the Articles of Incorporation. Each owner may obtain membership
subject to the limitation that the total number of active memberships in the
Corporation may not exceed the total number of lots and separately designated
tracts in Glebe Harbor and Cabin Point Subdivisions. The owner who desires
membership must file an application with the Secretary on the form provided for
that purpose, on which he must set out the ownership on which he bases his claim
to eligibility, a description of members of his family unit, the place of
residence of his family, the number of vehicles owned by his family, and if he
is applying for FULL membership a statement as to which members of his family
unit he desires to have issued use permits so they may use the corporate
facilities and properties. The application must be accompanied by funds
sufficient to pay any applicable initiation fee and any assessments and
penalties that may be due as well as the current years dues for the class of
membership requested.
Section 3: If a lot is so owned that more than one owner
would be eligible for membership they may each obtain membership subject to the
limitation on the total memberships in the Corporation. Owners who do not desire
to do so do not have to obtain memberships but they will not obtain any
membership rights from a membership of another owner of the same lot.
Section 4: Each
membership carries with it one (1) and only one (1) vote. Inactive and
Honorarary members have no vote on- any matter. No person may have more than one
voting membership at a time.
Section 5: Transfer of Membership. If a member is
the owner of more than one lot in either of the two subdivisions, he may have
the basis for his membership transferred to another lot by advising the
Secretary in writing that he wishes to have the change made and furnishing the
Secretary whatever evidence may be required to establish his ownership. If a
member disposes of his ownership by sale, gift, or will, his membership will be
transferred to the new owner, provided said new owner makes application for
membership to the Secretary accompanied by payment of any delinquent dues, fees,
assessments, or penalties. A member may transfer his membership to the owner of
another lot by advising the Secretary in writing of the effective date of the
transfer, providing the other owner makes application for membership and pays
any required fees, dues, assessments, or penalties.
Section 6: Rights of the various classes of membership:
a.
Full Membership. A Full Member has the right to vote in all
elections and on all matters on which a member may vote, is eligible to hold all
corporate offices and to serve on and chair all corporate committees, has the
right to use all corporate facilities and properties in accordance with the
rules and regulations laid down by the Board of Directors and may have the
privilege of using corporate facilities and properties for the members of his
Family unit. Guests of Full Members may use the corporation facilities and
properties within the limitations of rules adopted by the Board. These rules may
require the payment of fees for the use of specified facilities in addition to
the annual dues.
b.
Limited Membership. A Limited Membership has the right to vote in
all elections and all matters on which members may vote and may serve on and
chair any corporate committee but is not eligible to hold corporate office or to
use corporate facilities or property except on special occasions under rules
adopted by the Board which may require the payment of fees in addition to the
annual dues. A Limited Membership may be converted to a Full Membership during
any year it is current by payment of the balance of the Full Membership dues.
c.
Inactive Membership. Whenever a Full or Limited Membership has
become delinquent because the member has not paid the annual dues or has not
paid any assessments or penalties when due it becomes
an Inactive Membership. An Inactive Member may obtain active status in any class
upon application to the Secretary accompanied by the proper fees, dues, and
applicable penalties. An Inactive Member has no right to vote, hold office, or
use any of the corporate facilities or properties. Effective May 25, 1988 after a Full or Limited Membership has
been Inactive for two successive years it shall be vacated and be reinstated
only upon payment of the initiation fee.
d.
Honorary Membership. An Honorary Membership for one fiscal year
may be conferred by the Board of Directors on persons not eligible to have any
other membership in the Corporation upon its decision that such an award would
enhance the general welfare and community interest of the Corporation. An
Honorary member, and on the member's request, all adult members of the family
unit will be issued cards which entitle them to the use of corporate facilities
and properties as members of the family unit of a Full member during the fiscal
year for which the Honorary membership was issued. The Board is authorized to
issue up to nine (9) Honorary Memberships a year.
e.
Charter Memberships. Charter Members are not a class of members in
the Corporation. They may be in any class, and the title indicates that they
were one of the original members of the corporation whose membership fee was
paid by the owner of a lot prior to October 23, 1971, or by Glebe, Inc. upon a
sale of a lot after that date.
Section 7: A member may be suspended for cause for a stated
period of time, or expelled from the membership, by a two-thirds majority of the
Board; provided that before taking this action, those concerned shall be
notified in writing of the charges and shall be given an opportunity for a
hearing before the Board. Causes for suspension or expulsion shall include, but
not be limited to: violation of the laws or ordinances of the Federal, State or
local governments, or of these By-laws; wilful damage or vandalism of any
facility owned or leased by the Corporation; breach of the rules and regulations
of the Association; or ungentlemanly or un-ladylike conduct on the premises of
the Association. If a member is suspended the use permits of all members of the
family unit will also be suspended and if the member is expelled all family unit
use permits will terminate. Members of the family unit may have their use
permits suspended or revoked in the same manner as a member may be suspended or
expelled but action on a member of a family unit will not necessarily result in
suspension or expulsion of the member or suspension or revocation of the use
permits of all members of the family unit. No remission of dues, initiation or
membership fees, assessments or penalties will be made in the event of
suspension or expulsion.
Section 8: Members are financially responsible for any
wilful damage or vandalism to any of the Corporation facilities, caused either
by a member of the family unit or a guest.
Section 9: Members are responsible for keeping the
Membership Chairman informed of any changes in the membership of the family
unit, any changes of address, cars, boats, campers or trailers owned, and any
changes in the ownership of the lot on which the family membership is based.
Section 10: A member who believes he has a unique or
unusual personal situation justifying an exception to a specific provision of
this article may appeal to the Membership Committee which will consider his
case, present the matter to the Board, and notify him promptly of the Board
decision.
ARTICLE
VII
DUES, FEES AND ASSESSMENTS
Section 1: Payment of the established annual dues by May 1
of each year shall be necessary to retain Family membership in FULL or LIMITED
classes. Dues shall be fixed annually by the Board and incorporated in a budget
which shall be presented to the membership for ratification at the meeting of the membership in
April. The Directors also shall prepare a Statement of Financial Condition for
presentation to the membership at the April annual meeting. Any subsequent proposal for an
expenditure not included in the adopted Budget for the year must be considered
by the Board of Directors prior to the disbursement of unbudgeted funds.
Section 2: Annual dues for members shall be fixed by the
Board based in general upon members paying a proportionate share of the
maintenance, capital improvement and current operating costs. The Board shall
notify the membership of any change in the annual dues at least sixty (60) days
prior to the beginning of the fiscal year. Limited Membership dues shall be fixed annually by the Board
of Directors. The Board may require a penalty for late payment of dues.
Section 3: Unusual financial requirements for capital
repairs, modifications and additions which cannot be met within the dues
structure established by the Board, shall be met by assessments which shall be
set by the Board and presented to the membership for ratification or
modification. Assessments established to provide repairs, modifications or
additions to Corporate facilities will apply only to Full and Limited
Memberships. All Capital expenditures for long-term additions, improvements, or
expansions and unusual maintenance costs, which can be deferred without
incurring additional damage, exceeding $15,000 shall require prior approval by
the membership at a regularly scheduled corporate meeting.
Section 4: The Board is empowered ar its discretion, to
establish fees in addition to the annual dues for Full Memberships , for the use
of special high-cost facilities, or those with limited capacities such as, but
not limited to, swimming pool, boat launching ramp, tennis courts, etc. Such
fees shall be established for the purpose of defraying extraordinary maintenance
or operating expenses for such facilities, for the benefit of a relatively small
number of users. The privilege of using facilities of this type, on a fee basis,
may be extended to other classes of members on special occasions, under such
rules and regulations as may prescribed by the Board, for the overall good of
the Association membership.
Section 5: If no Charter membership or initiation fees have
been paid on a membership based on ownership of, equitable interest in, or
leasehold right to the lot on which an applicant bases his eligibility when
applying for Full or Limited Membership or if such fees were paid but the basis
for that membership was changed to ownership of, equitable interest in, or
leasehold right to a different lot the applicant will be required to pay a one
time initiation fee as established by the Board but not less than three hundred
dollars ($300.00) in addition to the full currently established annual dues for
the class of membership applied for; provided however, that an owner who
subscribes as a patron during 1974 will be credited with the amount of
his subscription against the initiation fee.
If a Charter membership or initiation fee has been paid on
a membership based on ownership, equitable interest in, or leasehold right to
the lot on which an applicant bases his eligibility and the owner who held that
membership did not change the basis of his eligibility for the, membership
before he lost that ownership, the present owner upon application will be
required to pay only a ten dollar ($10.00) filing fee plus any delinquent dues,
assessments and penalties the former owner would have been required to pay to
bring his membership current. If these should total more than the current
initiation fee and the current annual dues for the class of membership applied
for the applicant will have the right to disregard the prior membership and
apply for a new membership paying the fees required as if no previous membership
had existed.
If a Charter membership or initiation fee was paid on a
membership based on ownership of, equitable interest in, or a leasehold right to
a lot on which an applicant bases his right to membership and the applicant's
ownership is only a portion of the ownership of the owner who paid the original
fee the present applicant will be credited with only the same proportionate part
of the initiation fee as his ownership represents of the original ownership and
shall be required to pay only the same proportionate part of any delinquent
dues, assessments, or penalties.
If an application is based on ownership or equitable
interest in a lot which originally had more than one owner and more than one
Charter membership or initiation fee was paid on memberships based on these
ownerships or equitable rights, no remission of fees will be made but the
applicant will not only be credited with the initiation fee but if there are any
delinquent dues, assessments or penalties they will be reduced by the amount of
the initiation fees that were paid in excess of the one required for the
applicant and he will be required to pay only any balance due. If the amount
paid in Charter and initiation fees exceeds the present initiation fee and all
outstanding dues, assessments and penalties then a notation shall be made on the
records and if in the future the lot should again be owned in such a manner that
an additional membership could be based on the ownership or equitable interest
then that amount will be applied against the initiation fee and any other
charges the new applicant(s) might be required to pay.
Section 6: The Board shall recommend changes in the
initiation fee when in their judgement the fee is no longer equitable in
relation to the value of the fixed assets of the Corporation and the number of
its members. Such recommendation shall be presented to the membership for
ratification or modification at the annual meeting. Notice of a proposed change
shall be given to the membership at least sixty (60) days prior to the annual
meeting,
Section 7: Reinstatement of lot memberships which have
lapsed into Inactive Membership.
a.
To Full Membership. Reinstatement to Full Membership may be
accomplished by payment of all dues, assessments and penalties in arrears for
this class of membership, including the full currently established annual dues.
Credit will be applied for the amount of any subscription made as a Patron
during 1974.
b.
To Limited Membership. Reinstatement to Limited Membership may be
accomplished by payment of all dues, assessments and penalties in arrears for
this class of membership, including the full currently established dues. Credit
will be applied for the amount of any subscription made as a Patron during 1974.
Section 8: Reinstatement of memberships which have been
vacated.
Vacated memberships of both former Full and Limited Classes
may be reinstated only upon payment of the initiation fee.
ARTICLE
VIII
INDEMNIFICATION
OF OFFICERS
Section 1: Each person who acts as a Director, Officer,
Committee Chairman, or Member of a Committee of the Corporation shall be
indemnified by the Corporation against all claims, liabilities, judgements,
settlements, costs, and expenses, including attorney fees, imposed upon or
reasonably incurred by him in connection with or resulting from any action,
suit, proceeding or claim to which he is or may be made a party by reason of his
being or having been a Director, Officer, Committee Chairman, or member of a
committee referred to above whether or not he is acting as such, at the time
such costs or expenses are imposed or incurred, and in event of his death shall
extend to his legal representatives.
ARTICLE IX
AMENDMENTS
Section 1: These By-laws may be amended by a majority vote
of members present at any regular meeting of the Association or any special
meeting called for that purpose, provided that notice of such meeting together
with a statement of the proposed amendment(s) shall be given by the Secretary to
every member not less than twenty-five (25) days nor more than fifty (50) days
in advance of the meeting.
Section 2: Proposed amendments may be initiated by the
Board, or upon signed application of a minimum of fifty (50) members submitted
to the Secretary at least sixty (60) days in advance of the meeting at which the
amendments are to be considered.
END
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ASSOCIATION BY-LAWS) is available by contacting any Board member.