(Effective May 15, 2003)

ARTICLE 1: Name & Address

The name of this association shall be the Bahia Bay Community Association Inc., P.O. Box 1202, Cornelius, NC, 28031. Web site is Bahiabay.org.

ARTICLE 2: ObjectivesTo inform existing and prospective property owners and residents of the Restrictive Covenants for the subdivision filed with the Register of Deeds for Mecklenburg County.

To encourage beautification of the Bahia Bay subdivision.To promote social activities and camaraderie among the residents.To encourage high standards of upkeep for both personal and community property throughout the neighborhood.To maintain attractive entrances to the subdivision which demonstrate pride in our communityTo help set a high standard for all lots and homes in the subdivision. To maintain the Access Lot and the facilities thereon in a manner which makes it an inviting recreational and watercraft access area for our residents. To ensure continuity and pertinence of the Association’s Restrictive Covenants and By-Laws. To encourage participation in the Association’s activities and its role in the community. 

ARTICLE 3: MembershipSection 1Section 2.

Each member of the Association must pay annual membership dues as stated in

ARTICLE 4.. Membership in the Association is automatic for all property owners of any residential lot or lots in the Bahia Bay subdivision, as recorded at the Mecklenburg County office of the Register of Deeds.

ARTICLE 4: Dues

In order to provide funding for the Association to carry out its objectives as set out above, annual membership dues shall be assessed per lot. However, where one residential structure is built upon one or more lots, those parcels being contiguous, the property owner shall be assessed as one lot for purposes of dues. Currently the annual dues are set at $50, payable at the Annual Meeting of the Association in May, and are not refundable in whole or in part. Members whose dues become past due by more than 120 days will be subject to a late fee in the amount of ten percent (10%) per annum, and if late by 6 months or more, possibly other penalties as established by the policies of the Association, and in accordance with NC Statute 47F. 

 ARTICLE 5: Fiscal Year

The fiscal year of the Association shall begin on June 1st and end the following May 31st.

ARTICLE 6: MeetingsSection 1Section 2.

The Executive Board shall meet prior to each of the Association’s general meetings to plan the agenda and organize the meeting.Section 3Section 4Section 5Section 6Section 7. Voting by proxy shall be permissible only in cases specifically authorized by the Executive Board and for which 30 days notice of the meeting has been given.. A majority of members present shall constitute a quorum for the transaction of business in any meeting of the Association. . Emergency meetings may be called by the President or a majority of the Executive Board, notice being given at a minimum by a sign posted at each entrance/exit to the subdivision no less than 2 days before the day of the meeting. Major issues may be discussed at such a meeting, but not decided. Major decisions should only be voted on at meetings for which at least 10 days notice has been given, except under extreme circumstances.. Special meetings may be called by the President or a majority of the Executive Board, two weeks written notice having been given.. The Annual Meeting is a general meeting, and shall be held on the third (3rd) Saturday in May. A board Member at Large Position. This person shall be a voting member of the executive board and also serve as the standing chairperson of the judicial Committee.

ARTICLE 7: Parliamentary Authority

All meetings shall be conducted in a business like manner. An agenda clearly stating the business expected to be covered shall be presented at the beginning of each meeting. Roberts Rules of Order Newly Revised shall be the parliamentary authority, as needed and appropriate. 

ARTICLE 8: Officers and Their SelectionSection 1Section 2Section 3.

The Nominating Committee shall present its slate of candidates to be considered. Nominations may also be made from the floor with consent of the nominee.. All officers shall be elected by secret ballot at the annual meeting and shall continue in office for one year. (Note: The secret ballot requirement may be replaced by a majority "show-of-hands" vote, when the elections appear to be non-controversial).Section 4. No officer shall serve more than two terms in succession in the same position, nor more than 3 consecutive years on the Executive Board.

ARTICLE 9: Duties of OfficersSection 1Section 2Section 3Section 4Section 5.

All officers shall deliver all reports and materials to their successors not later than ten (10) days following the close of the fiscal year.

The Treasurer shall have custody of all funds belonging to the Association; shall keep a full and accurate account of receipts, dues and expenditures; shall make disbursements authorized by the Executive Board. The Treasurer shall be responsible for coordinating the distribution of Access Lot gate keys and the collection of the annual dues. The Treasurer shall present a financial statement at the mid-year general meeting and the annual meeting. The Treasurer shall keep a copy of the annual budget and all bids on major projects in the financial records file. 

The Secretary shall keep a correct record of all meetings of the Association and the Executive Board; shall maintain an active roll of the Bahia Bay Community Association membership; and shall perform such other duties as may be delegated.

The President shall preside at all meetings of the Association and of the Executive Board; shall be a member ex-officio of all committees except the nominating committee; shall appoint the chairperson of all standing committees and the Nominating Committee; shall coordinate the work of the officers and committees of the Association in order that the objectives of the Association may be promoted; and shall perform all other duties usually pertaining to the office of the President or assigned to him by the Association or the Executive Board. The President shall see to it that all lot owners are provided with key information about the Association’s activities through periodic newsletters, the Association’s web site (Bahiabay.org), or special bulletins.

The Vice-President shall act as an aide to the President; promote the first objective of the Association, shall chair the housing committee and shall perform the duties of the President in the absence of that officer.

 ARTICLE 10: Standing and Special Committees

There shall be five (5) standing committees. The first four of these as set out below shall consist of a minimum of three members each:

1) The Housing Committee shall be responsible for approving the written plans of new construction or major exterior renovations to existing structures in Bahia Bay as required in the Restrictive Covenants, and guiding the construction to be within the restrictions set forth in the Restrictive Covenants.

2) The Beautification Committee shall see to the maintenance of the entrances, and address the Executive Board regarding overall neighborhood appearance.

3) The Social / Welcoming Committee is to plan and / or coordinate Association sponsored social activities for the community, to welcome and orient new members to the community, and deliver a copy of the Restrictions and By-Laws.

4) The Access Lot Committee is to be responsible for the maintenance and appearance of the Access Lot, for insuring that the Access Lot rules are up-to-date, and see to it that copies of the rules are available on the Access Lot premises in a weather protected container at all times. Each of the above four committees shall submit plans of key projects or activities to the Executive Board for approval and budgeting. No project shall be undertaken without the knowledge and consent of the Executive Board.

Depending on the talent and willingness of the chairperson, and the availability of volunteers, it shall be permissible to have overlapping committee memberships, or for any two of the above committees to be combined for the duration of a fiscal year,5) The fifth standing committee, The Judicial Committee, shall be comprised of five members of the Association, one of which will be a member of the Executive Board. The members of this committee shall be elected at the Annual Meeting of the Association. The Nominating Committee shall present a slate of candidates. Nominations from the floor may also be made. This committee will be responsible for reviewing formal complaints about violations of the Restrictions and the Access Lot rules, and making recommendations to the Executive Board. This committee may not be combined with any other committee. 

There shall be a Nominating Committee appointed by the Executive Board and composed of three members (one member from the Executive Board, and two members from the Association at large). This committee shall be created no later than 2 months prior to the Annual Meeting. The committee shall elect its own chairperson. The Nominating Committee shall nominate eligible members of the Association for each of the four positions on the Executive Board and report its nominees to the Executive Board no later than 30 days prior to the annual meeting. The Executive Board shall not have veto power over the candidates selected by the Nominating Committee. Given the temporary nature and singular purpose of this committee, it is considered a special committee, and not a standing committee. 

ARTICLE 11: Amendments

Amendment to these By-Laws can be made only by an affirmative vote of two-thirds or greater of the total membership present at the Annual Meeting, Only one vote shall be allowed per lot. A general meeting prior to the Annual Meeting may be called for the purpose of giving members of the Association the opportunity to review, understand and comment on any material changes being recommended prior to voting at the Annual Meeting. Written notice clearly describing the change(s) to be considered, their purpose and benefits shall be sent to all lot owners no less than 30 days and no more than 60 days prior to this general meeting. If any changes are made as a result of this meeting, then the final recommendation of the change(s) shall then be sent to all lot owners no less than 30 days prior to the Annual Meeting. The above paragraph describing the method of amending these By-Laws may be changed as prescribed in the above paragraph, but it shall not be deleted from these By-Laws, since NC Statute 47F-3-106 requires that the method of amending the By-Laws be included in the By-Laws.  

ARTICLE 12: Policy on Enforcement of Restrictions

It shall be the view of the Executive Board that Bahia Bay’s Restrictions are valid and enforceable by any lot owner. Regarding enforcement, it shall be the Board’s policy that enforcement of the restrictions shall be considered first and foremost a right of the individual lot owner offended by an alleged violation. If a property owner considers a neighbor to be in violation and is offended by such action or inaction, as the case may be, or feels that such violation may be a detriment to their property value, then the offended property owner(s) should take appropriate action(s) to remedy the offense. Appropriate action(s) may be simply having a friendly discussion with the perceived offender, or asking the appropriate city or county official to enforce their existing ordinances. Or it may mean taking appropriate legal action, possibly with the assistance of an attorney. If an alleged violation is considered an offense to the neighborhood at large, either by its present or potential impact, or precedent, the Executive Board should be notified, and will decide what action, if any, is warranted by the Association. In such cases, the Executive Board or members of the Judicial Committee shall first attempt to meet with and persuade the offender to remedy the violation. If this approach proves unfruitful, then a progression of sterner and possibly more expensive and time-consuming measures may be pursued.

The wording of this policy is expressly intended to avoid the perception that the Association should be prepared to systematically canvass the neighborhood looking for possible violations, or to remedy any and every perceived violation with only minimal effort on the part of the property owner(s) offended.  

ARTICLE 13: Annual Budget

A budget for each fiscal year should be prepared by the Executive Board and presented for approval at the Annual Meeting of the Association. It should be based on both the monies available in the treasury and expected revenues from the collection of annual dues in the coming year. The budget should realistically reflect the spending priorities of the Association for the coming fiscal year, taking into account all required recurring expenses and estimates of discretionary expenses. A small percentage, not to exceed 20 %, should be left unbudgeted to cover unexpected but necessary expenses that may arise.

The Association’s guidelines for allocation of funds available each fiscal year shall be generally as follows: 30 percent to Access Lot maintenance, 30 percent to Beautification, 10 percent to Social Functions, 10 percent to Legal Fund, and 20 percent Discretionary.

Anytime the Treasury’s balance at the end of a fiscal year plus the projected revenues from collection of dues for the upcoming fiscal year exceed the cost of items budgeted for the upcoming fiscal year by an amount greater than thirty percent (30%), the Executive Board shall call for a vote at the annual meeting on whether or not to reduce the amount of the annual dues assessment to a lower figure which still adequately covers the budgeted expenditures for the upcoming fiscal year.  

ARTICLE 14: Insurance

The Association shall carry insurance covering liability, officers and directors, and errors and omissions.

ARTICLE 15: Policy on Debt

It shall be the policy of the Association that the Association shall not incur debt for any purpose, whatsoever. 

ARTICLE 16: Long Range Spending Priorities

The Executive Board shall maintain a list of major spending projects that have long range implications for the subdivision. The budget for any such project may span more than one (1) year. Currently, the long range spending priorities of the Association over the next few years are as follows:

1 - Complete the Entrances Upgrade Project2 - Repair the Access Lot pier and other fixtures

3 - Creation of a Legal Fund

ARTICLE 17: Spending Procedures and Record Keeping

Major spending projects must be approved by the Association at a general meeting, which could be the Annual Meeting or any other general meeting. Thirty (30)days written notice must be deliveded to all lot owners describing the project(s), their cost and benefits. Approval of the project(s) by a majority vote at the meeting is required prior to commencing with the major expenditures of any such project. Following an affirmative vote, competitive bids shall be taken. It shall be permissible for a member, or members, of the Association to bid on any approved project, or to be associated with a bidding firm. The Executive Board will be responsible for choosing a well-qualified and cost-effective bid. In regard to bids, the Executive Board must ensure that a written contract or agreement document is obtained prior to commencement of the project by the contractor, and that satisfactory warranty and/or bonding conditions are spelled out in the document. A major spending project shall be defined as a project costing $1,000 or more.

For a smaller project costing between $200 and $1,000 to begin, it must have been approved in the annual budget or subsequently approved at a general meeting of the Association, and the Executive board must approve the startup of the project and assure that funds are available. Minor expenditures for small projects or activities with estimated cost of less than $200 are permissible with only the authority of the Executive Board, or simply the President, and can be reimbursed by the Treasurer after the paid receipt has been initialed by the President or Vice-President. Alternatively, a check in the exact amount can be obtained from the Treasurer in advance to pay the cost.

Audit Trail - Paid receipts shall be submitted to the Treasurer for all expenditures. The Treasurer shall retain the receipt, or a photo copy of it in a file labeled "PAID RECEIPTS" , with the fiscal year clearly on the label. This file and the Association’s bank statements and cancelled checks must be available for audit at any time, and retained in the archive of Association business.

Independent Audit of Associations Records - The official records of the Association shall be subject to an independent audit from time to time, with an audit of the previous fiscal year’s records being the standard.

ARTICLE 18: Legal Fund

The Executive Board shall see to it that monies for a legal fund are budgeted each year for the gradual build-up of a legal fund, which over a period of a few years should reach a maximum level of $7,000. From then on, if and when legal expenses are incurred, the expended monies should be replaced with proceeds from annual dues as expeditiously as possible without preventing expenditures on other necessary priorities or raising the amount of annual dues. If and when the legal fund’s balance falls below $7,000 (i.e. – legal expenses are incurred), the Executive Board shall make recommendations to the Association at the next general meeting on a plan and time frame for restoring the fund to the $7,000 level. These monies shall be kept in a separate bank account, maintained at the same bank and branch at which the Association’s primary account resides.

The purposes of the legal fund shall be as follows:

1 - To resist the effort(s) of any party or parties attempting to sue the Association. If confronted with the prospect of litigation, the Board should first and foremost decide whether the protection already available as a result of the Association’s liability insurance coverage and/or the protection afforded the Association and its members under law by virtue of being incorporated in the state of North Carolina are adequate.

2 - To assist the Association in its efforts to collect annual membership dues and/or impose penalties related to failure of lot owners to pay their dues.

3 - To assist the Association in its effort to enforce its Restrictive Covenants, consistent with Articles 12 AND 18-B of these By-Laws

4 - Other needs as may be determined by a two-thirds majority vote of the Association at a general meeting.  

 ARTICLE 19: Judicial Committee Guidelines

A) ACCESS LOT RULES: Complaints regarding violation(s) of the Access Lot rules shall be reported in writing to the Judicial Committee, using a form provided by the committee, and should present sufficient evidence or description of the infraction to justify the consideration of the committee. Otherwise, the committee shall not review the complaint. The committee chairperson, or a designated member or members of the committee, will attempt to contact the alleged offender(s), if that person(s) live in the Bahia Bay subdivision, for their input before the committee decides whether or not to recommend action to the Executive Board. If the alleged offender(s) does not live in the subdivision, then the matter may be reported to the appropriate law enforcement agency.

B) RESTRICTIONS: Article # 12 of these by-laws addresses the Association’s official policy regarding complaints about alleged violations of the Restrictions. If a complaint is considered by the offended party(s) to be a serious violation of general concern for the subdivision, then the Judicial Committee should be notified in writing, including evidence of the violation. The committee will review the complaint, and may decide to bring the complaint to the Executive Board’s attention for further consideration. If the Executive Board decides to take action, then both the person(s) bringing the complaint and the alleged offender(s) will be contacted. The Executive Board will make every effort to resolve the issue without resorting to legal action. If this is not possible, then the Executive Board will decide whether or not to seek a legal recourse.

 ARTICLE 20: REMOVAL OF EXECUTIVE BOARD MEMBER(S) FOR CAUSE

The President, or any other member of the Executive Board, may be removed from their elected position for a serious breach of trust by a two-thirds majority vote of the property owners present at a special meeting of the Association. If such a meeting is held, the officer(s) being voted on shall not preside over the meeting. No less than 30 days written notice shall be delivered to all property owners in advance of any such meeting. 

ARTICLE 21: REPLACEMENT OF BOARD MEMBER(S) DURING THE FISCAL YEAR

Should it become necessary to replace a member, or members, of the Executive Board before the natural end of their term, then the remaining members of the Executive Board shall appoint the replacement, who should then serve out the term. 

 - To assist the Association in its effort to enforce its Restrictive Covenants, consistent with Articles 12 AND 18-B of these By-Laws. . The officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. These officers shall constitute the Executive Board.. There shall be a minimum of two(2) general meetings of the Association during the year, time and date to be set by the Executive Board and publicized at least 30 days in advance to allow arrangements to be made by lot owners for attendance.

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