SECTION 2. OTHER PURPOSES. The Association may be organized and operated to carry out any purposes derivative of or associated with the primary purpose or any other purposes not prohibited to it by law or inconsistent with the primary purpose.
 
 

 SECTION 2. MEMBERS. Each owner of title to a lot in the Lakeshore Woods Subdivision shall be a Member of the Association. A lot means any lot in the Subdivision as shown on the plats of survey and maps recorded for the Subdivision with Louisa County. Specifically, these are the plats of James H. Bell, P.C., P.L.S., recorded in plat book 8, pages 93, 94, and 129, October, 1987.
An owner is any person(s) or legal entity who holds fee simple title to a lot. A legal entity must designate in writing to the Secretary of the Association an individual who shall act as a Member in its name. Where there are multiple owners of a lot, such owners may designate in writing to the Secretary of the Association an individual who shall have the right to vote for the lot. Where there are multiple owners of a lot, the Association shall have the right to rely on the representations of one of the owners at a meeting that that individual speaks for all the owners of a lot, unless the Association has evidence to the contrary. Nonetheless, when signatures are required, all the multiple owners of a lot must sign for the signatures to be valid unless the multiple owners have previously designated a single individual to vote or sign for them. There shall be only two (2) votes which may be cast from each lot in Association affairs, regardless of the number of persons who may have an ownership interest in the lot.

 SECTION 3. ASSOCIATE MEMBERS. If not otherwise a Member, Associate Members are individuals in the family of a Member and who share the same principal residence or use the Subdivision home of the Member as their principal residence. Associate Members shall have a license to use the common areas of the Association subject to the provisions of the Declaration of Protective Restrictions and Covenants of the Subdivision and subject to such other rules and conditions as may be established by the Board of Directors. Associate Members shall have no right to vote or to notice of meetings of the Association. The other privileges and duties of Associate Members shall be established from time to time by the Board of Directors. The privileges and duties of Associate Members need not be the same as those of Members. Neither renters, nor guests, nor owners or employees of a legal entity which holds fee simple title to a lot shall be Associate Members.

 SECTION 4. PRIVILEGES OF MEMBERS. Members shall have a license to use the common areas of the Association subject to the provisions of the Declaration of Protective Restrictions and Covenants of the Subdivision and subject to such other rules and conditions as may be established by the Board of Directors. Exclusive of roadways and easements, the common areas are contained within the Beach and Boat Dock area as noted in the plat at book 8, page 94 in the land records of Louisa County. These common areas include the beach, the boat docks and ramp, the pavillion, and associated parking spaces and grass covered sections. Members may be on the Board and hold an Association office, are entitled to notice of meetings, may vote in elections, may inspect the Association records, and may otherwise participate in the affairs of the Association in accordance with the Association's Declaration of Protective Restrictions and Covenants, Articles of Incorporation, and By-Laws, and the laws of the Commonwealth of Virginia.

 SECTION 5. SUSPENSION OF PRIVILEGES OF MEMBERS. The Board of Directors may suspend for a period not to exceed one (1) year the privileges of Members and Associate Members, including use of the common areas and voting, for: (1) failure to pay dues or assessments, (2) continued violation by them, their renters, or guests of the By-Laws, rules, or regulations of the Association, or (3) continuing violation by them, their renters, or guests of the Declaration of Protective Restrictions and Covenants. Such suspension shall begin after written notice to the Member or Associate Member. Independent of any such suspension, the Board of Directors may pursue any other legal remedy which they deem appropriate to address such failures or violations, including the assessment of a charge in accordance with the procedures and limits set forth in the Virgina Property Owners' Association Act (VA Code 55-513).

SECTION 6. DUTIES OF MEMBERS. Members shall comply with the Declaration of Protective Restrictions and Covenants; pay all dues, assessments, and charges when due following the procedures adopted by the Board of Directors; and follow all rules and regulations adopted by the Board of Directors to govern the Association or for use of the common areas. If a Member, his tenants, or guests, damages a common area or property, the Member shall be responsible for the cost of any resulting repair or replacement, which cost may be treated as an assessment.

 SECTION 7. TRANSFER OF OWNERSHIP. When a Member ceases to be an owner, such person's membership, and those associate memberships existing through relationships to such person, shall cease, but such person shall remain liable to the Association for all unpaid charges and assessments existing at the time of transfer of ownership.

 SECTION 2. THE ANNUAL MEETING. The Annual Meeting of the Association shall be held on such day in the month of May of each year as the Board of Directors by resolution may determine.

 SECTION 3. SPECIAL MEETINGS OF THE ASSOCIATION. Special meetings of the Association may be called by the Board of Directors at any time, subject to the provisions in Article III. A special meeting may also be called upon the written petition of twenty percent (20%) of the Members of the Association who would have the right to vote at such meeting. Such petition shall set forth the purpose(s) of the special meeting.

 SECTION 4. NOTICE OF MEETINGS OF THE ASSOCIATION. Written notice of the place, date, and hour of the meeting, and in the case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not less than thirty (30) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the Member at the last address as it appears on the records of the Association, with postage prepaid; or such notice may be published in any newspaper or publication printed under the auspices of the Association and distributed personally or by mail to all the Members of the Association. At a special meeting, no business shall be conducted except that stated in the notice of said meeting.

 SECTION 5. QUORUM. The presence, either in person or by proxy, of Members representing ten percent (10%) of the total votes of the Members shall constitute a quorum for the transaction of business at all meetings of the Association. If a quorum is present, any motion or vote supported by a majority of Members present, in person or by proxy, at the meeting shall be sufficient for its adoption, unless a greater proportion or number is required by law.

 SECTION 6. PROXIES. Every Member entitled to vote shall have the right to do so by an agent authorized by a written proxy executed by such Member, witnessed by a person who signs his full name and address or by a notary public, and filed with the Secretary of the Association. No such proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the person executing it specifies therein the length of time, which in no event shall exceed three (3) years from the date of its execution. With prior notice to the Secretary, a Member may revoke his proxy for a specific meeting or terminate it completely. When a Member sells his lot, associated proxies automatically terminate.
 
 

 (A) Accomplish the care, upkeep, repair, replacement and surveillance of the common areas and services to the Association. The Board shall maintain insurance to protect the Association and the Board against liability and damage to Association property.

 (B) Adopt a corporate seal as the seal of the Corporation.

 (C) Designate a banking institution or institutions as depository for the Association's funds and the Officer or Officers authorized to make withdrawals therefrom and to execute obligations on behalf of the Association.

 (D) Perform other acts, authority for which has been granted herein or by law, including the borrowing of money for Association purposes. A resolution by the Board that the interests of the Association require that borrowing of money shall be sufficient evidence for any person that the borrowing is for a proper corporate purpose. The Board may, if it determines that the same shall be reasonably necessary, assign, pledge, mortgage, or encumber any Association property as security for such borrowings, and they may pledge or assign future revenues of the Association as security therefore.

 (E) Adopt such rules and regulations relating to the use of Association common areas and property, and sanctions for noncompliance therewith, as it may deem reasonably necessary for the best interests of the Association and its Members. Members shall be informed in writing of any such rules and regulations which the Board adopts. The Board may also establish and levy reasonable fees for the use of Association property.

 (F) Cause the Association to employ sufficient personnel to adequately perform the responsibilities of the Association.

 (G) Adopt reasonable rules of order for the conduct of meetings of the Association, and with reference thereto, on procedural questions upon which no rules have been adopted, the ruling of the Chairman of the meeting shall be final.

 (H) Select the Officers of the Association. It may establish committees of the Association and appoint the members thereof. It may assign to such committees such responsibilities and duties not inconsistent with the provisions of these By-Laws or with law as it may deem appropriate.

 (I) Enter into agreements relating to the creation or modification of licenses or easements, which may benefit the Association or lot owners. Such agreements may contain such provisions as the Directors may in their judgment feel are appropriate and in the best interests of the Association and its Members. However, the existence of such agreements and provisions and terms thereof shall be made known to the general membership in such manner as may be deemed appropriate by the Board.

 (J) Enter into an agreement or agreements with other organizations having the same or similar corporate purposes for reciprocal rights between the respective Members thereof under such terms and conditions as the Board may deem proper.

 (K) Appoint members of the Environmental Control Committee to carry out the applicable provisions of the Protective Restrictions and Covenants. The Committee shall serve at the pleasure of the Board of Directors.

(L) Adopt an operating budget, prior to the assessment of annual dues each year. The Board shall take into consideration all sources of income that the Association may have. The operating budget shall be mailed to the Members prior to or at the same time as the first notice of assessment of annual dues. The Board may, by resolution, fix the time for payment of annual assessments which may be on an annual or quarterly basis. The financial records shall be audited at such times as the Board determines it appropriate and cost-effective; the results of that audit shall be presented to the members at the next meeting.

 SECTION 2. RECORDS. The Board shall keep accurate records of its actions and meetings and of the finances of the Association. All such records shall be open to the Members in good standing for examination and copying, except where they concern personnel records, business transactions currently in negotiation, privileged communications with legal counsel, or complaints against an individual.

 SECTION 3. NUMBER OF DIRECTORS. The number of Directors shall be no more than nine (9).

SECTION 4. TERM. The elected Directors shall serve three year terms, except for Directors elected to fill vacancies where prior Directors' terms have not expired. In the latter case, the Directors shall be elected for a period to complete the normal terms of the Directors whose positions were vacated. At each annual election, the three candidates receiving the most votes shall be deemed elected for three year terms. The candidates receiving, in order, the next highest number of votes after the three elected, shall fill, in order, the remaining vacant Director positions in which the original term of office has not expired, with the longest remaining term positions being filled first. In short, the terms of the nine director positions shall be staggered, with three Directors to be elected to new terms of three years at each annual election.

 SECTION 5. CUMULATIVE VOTING. In the election of Directors, each lot owner shall have the right of cumulative voting. The lot owner may cast all his votes for one candidate for the position of Director or split his votes among the candidates. Each lot shall have a number of votes equal to twice the number of Director positions to be filled.

 SECTION 6. QUALIFICATION OF DIRECTORS. Directors must be adult members of the Association, who are in good standing at the time of their election. Any Member current in the payment of dues or assessments to the Association and without a continuing or continual violation of the Declaration of Protective Restrictions and Covenants, By-Laws, and rules and regulations of the Association shall be deemed in good standing. Only one (1) person from any given lot in the Subdivision shall be eligible to serve as a Director at any one time. A legal entity which is a Member due to ownership of a lot may designate an adult person, who shall be eligible to serve as a Director, if elected.

SECTION 7. ELECTION PROCEDURES.

(A) By March 7 of each year, a Member who wants to be a candidate for election as a Director at the next Annual Meeting must file with the Secretary an Association form so indicating. The Member may also submit a written biographical description and any comments on the purposes or goals of the Member in seeking election. The description and comments shall not exceed one page. In the event the number of candidates is less than the number of Director positions to be filled, the Board may extend the period of application for up to two weeks. Any candidate deemed ineligible shall be so notified as soon as possible and may request to the Secretary, within one week of receiving his notification, that the Board review and determine his eligibility. The Board shall make its determination and so notify the candidate prior to mailing of ballots.

 (B) The Secretary shall, about April 1 of each year, mail to all Members a package denoting the number of vacancies to be filled at the next Annual Meeting, the names and biographical descriptions and comments of all candidates deemed eligible, a ballot, a ballot envelope, and a return envelope. The package may include such other documents concerning Association business as the Secretary deems appropriate, such as notice of the Annual Meeting and voting procedures. At the Secretary's discretion, he may combine the packages for multiple lot owners so as not to send duplicate contents, except for ballots and envelopes, one set of which shall be provided for each lot owned.

 (C) The Members shall complete their ballot, put it in the ballot envelope, seal the ballot envelope, put the ballot envelope in the return envelope, seal it, sign their name(s) and indicate their lot number on the return envelope, and mail it to the Secretary or other individual designated to receive the return envelopes. Joint lot owners must ALL sign the return envelope for their ballot to be valid, unless the joint owners have previously designated in writing to the Secretary an individual to represent them; in the latter case, only that individual's signature shall be required. All ballots must be received by the Secretary before the start of the Annual Meeting to be valid.

(D) The return envelopes shall be logged in but not opened until after the Annual Meeting has begun. Before the start of the Annual Meeting, a Member may reclaim the Member's return envelope with ballot inside, destroy it in the presence of the Secretary or designated election official, and receive a new ballot(s) with which to vote at the meeting. Any Member not voting by mail under the above procedure may also pick up a ballot(s) at the start of the Annual Meeting in order to vote at the meeting. Joint lot owners must ALL be present, in person or by proxy, to use the procedures described in this subsection, unless the joint owners have previously designated in writing to the Secretary an individual to represent them; in the latter case, only that individual's presence shall be required.

 (E) The Secretary shall supervise the handling of ballots before and during the Annual Meeting and head the committee of election officials, appointed by the Members at the meeting, for counting the votes. However, those seeking election, including the Secretary if applicable, shall not be among those counting the votes. If at the meeting a Member disputes the voting results, the President shall verify the count. If there is a tie vote, the tie may be resolved by the candidates involved or shall otherwise be resolved by the new vote of those attending the Annual Meeting. Provided that there are valid ballots from ten percent (10%) or more of the Members, the results of the election shall stand regardless of whether there was a quorum for the scheduled Annual Meeting. The Secretary shall retain the ballots for thirty (30) days after the Annual Meeting and thereafter destroy them, unless a recount is requested by a Member within the thirty days. If a recount is requested, the Secretary shall retain the ballots for thirty days after the recount and associated issues are settled. The Minutes of the Annual Meeting shall not reflect the vote count, but only the names and terms of those elected.

 (F) In the event that the number of candidates who have applied for election as a Director by the deadline date is less than the number of positions available, additional candidates may be nominated and voted upon at the Annual Meeting to fill the number of remaining vacancies. Thereafter, any vacancies may be filled by the approval of a majority of the sitting Directors, for a term lasting until the next Annual Meeting, following the procedures in Section 10 below.

 SECTION 8. MEETINGS OF THE BOARD OF DIRECTORS. The Board shall meet at such times as the Board shall determine by resolution. Special meetings of the Board may be called by a majority of the Board or by the President of the Association and shall be held at such place and at such time as the call or notice of the meeting shall designate. Notice of a special meeting may be given in writing or orally but must be at least 24 hours prior to the special meeting; notice may be waived by the Directors in writing. Meetings of the Board shall be open to the Members, who shall be encouraged to attend, and the Board shall inform any Member requesting such information about the time, date, and location of any scheduled upcoming meeting. However, it shall not be the responsibility of the Board to routinely provide notice of its meetings to all Members. The Board may conduct portions of any meeting in private to discuss and vote upon issues of personnel, contracts, or legal actions.

 SECTION 9. QUORUM. A majority of the Directors, excluding vacancies, shall constitute a quorum to transact business as a Board. If a quorum is present, the acts of the majority of the Directors at any meeting shall be deemed the acts of the Board.

 SECTION 10. VACANCIES.

(A) When there are less than nine sitting Directors, at the direction of the Board, the President shall seek qualified Members to fill each vacancy. Directors, Officers, or Members may nominate qualified Members to fill any vacancy. The Board of Directors shall choose among any who are nominated and appoint their selection(s) as a Director, who shall serve until the next Annual Meeting. The Board need not act to fill every or any vacancy.

 (B) If a Director fails to attend any regular meetings of the Board within a six (6) month period and fails to otherwise significantly participate in the affairs of the Board, upon the motion of any Director, the President or other designated person shall be directed to contact the inactive Director to seek his active participation. If the inactive Director cannot be contacted by a reasonable good faith effort or fails to attend the next regular meeting of the Board, the position occupied by the inactive Director may be declared vacant by a majority of the remaining Board.

 SECTION 11. REMOVAL OF DIRECTORS. A Director may only be removed at a meeting of the Members called for that purpose, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of the Director. A Director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. Members may remove Directors with or without cause.

SECTION 12. COMPENSATION. Directors that are not Officers shall receive $50.00 per meeting (whether the meeting is of the Board, a special meeting, or the Annual Meeting) but must attend the meeting to receive payment. However, a Director shall not receive in total more than $300.00 in compensation, as a Director, for any twelve (12) month period. Compensation may be increased or decreased by vote of a majority of the full Board, subject to the approval by the Members at the next Annual Meeting, and to take place starting with that approval. Directors who in good faith attend a meeting which fails for lack of a quorum or otherwise, shall nonetheless receive compensation for the meeting. When two or more meetings are scheduled at the same date and place, in sequence, such as a Board meeting after the Annual Meeting, Directors shall only receive compensation for one meeting. A Director may, at his own request, reduce or eliminate his own compensation for all or part of his term of office. However, if any Director reduces or eliminates his compensation for any part or all of his term, the Association shall not be held liable at a later date to the Director for the compensation amount reduced or eliminated.
 
 

 SECTION 2. PRESIDENT. The President shall be the general managerial officer of the Association, and he shall be vested with the powers and duties generally incident to the chief officer of a corporation, except as otherwise determined by the Board, or as may be otherwise set forth in these By-Laws. These powers and duties include presiding over meetings of the Board of Directors and of the Association, chairing the Legal Affairs and Appeals Committee, initiating liaison activities with other associations, organizations, and governmental agencies, and, in the case of emergencies or other difficulties, taking such reasonable actions as the President deems appropriate to provide for continuity and protect the interests of the Association and its Members.

 SECTION 3. VICE PRESIDENT. The Vice President acts as the President in the absence of the President, or in the event of the President's inability or refusal to act. The Vice President chairs the Environmental Control Committee (ECC), and as such, is in charge of ensuring that the ECC responsibilities listed in the Declaration of Protective Restrictions and Covenants are carried out and of planning for the maintenance and further development of the common areas. The Vice President is responsible for the Sergeant at Arms function during meetings of the Board or of the Association.

 SECTION 4. TREASURER. The Treasurer of the Association acts as the Vice President in the absence of the Vice President, or in the event of the Vice President's inability or refusal to act. The Treasurer shall have custody of funds of the Association, collect monies due, pay the obligations of the Association out of its funds, and perform such other duties as are incident to the office of Treasurer. The Board may require that the Treasurer be bonded for such amount and under such conditions as the Board may require. The Treasurer chairs the Budget and Finance Committee and the Insurance Committee.

SECTION 5. SECRETARY. The Secretary of the Association acts as the Treasurer in the absence of the Treasurer, or in the event of the Treasurer's inability or refusal to act. The Secretary shall keep the Minutes of the business and other matters transacted at the meetings of the Association and of the Board. The Secretary shall mail, or cause to be mailed, all official notices and similar correspondence which are not the responsibility of other Officers, including Association Disclosure Packets requested under Section 55-512 of the Property Owners' Association Act. The Secretary shall have the custody of the corporate seal and records and maintain a list of the Members and their addresses and perform all other duties incident to the office of Secretary. For the Annual Meeting, the Secretary is responsible for determining the eligibility of Members to vote, controlling ballots, supervising the counting of votes, and reporting out the results of the voting.

 SECTION 6. REMOVAL OF OFFICERS. All Officers serve at the pleasure of the Board of Directors and may be removed by vote of a majority of the full Board.

 SECTION 7. COMPENSATION. The Officers of the Association shall be compensated in the following amounts:

President : An annual fee of $500.
Vice President : An annual fee of $ 400.
Secretary : An annual fee of $ 400.
Treasurer : An annual fee of $ 400.

One full payment to each officer will be made at the annual meeting following their year of service.  Compensation may be increased or decreased by vote of a majority of the full Board, subject to the approval of the Members at the next Annual Meeting and, if so approved, to take place starting with that approval. An Officer may, at his own request, reduce or eliminate his own compensation, for all or part of his term of office. However, if any Officer reduces or eliminates his compensation for any part or all of his term, the Association shall not be held liable at a later date to the Officer for the compensation amount reduced or eliminated.

 SECTION 8. COMBINATION OF OFFICER POSITIONS. The Board of Directors may combine Officer positions as they deem appropriate, except that the President and Secretary positions shall not be combined, but shall be filled by different persons. Compensation for a combined position shall be at the level of the highest position in the combination, as listed in Section 7.

 

(A) The Board of Directors shall have power to make, amend, and repeal the By-Laws of the Association, by consent of a majority of all the Directors. The Board shall notify the Members within a reasonable time of any changes to the By-Laws.

 (B) The Members may make, amend, and repeal the By-Laws of the Association, by vote of a majority of all Members of record at the Annual Meeting or at a special meeting called for that purpose. Any such action by the Members on the By-Laws shall not be altered by the Board of Directors within a period of one year from that action. All Members shall be notified of any changes to the By-Laws brought about by Members at a meeting.

 SECTION 2. REPRODUCTION OF AMENDED BY-LAWS. If major changes in the By-Laws are passed by the Board of Directors or by the Members at a meeting, the By-Laws, as amended, shall be reproduced in total (restatement with amendments) and distributed to all members. The effective date of the amended By-Laws shall be noted on them.