Bylaws of the Ocean Isle Property Owners Association
Updated November 27, 2021
AMENDED AND RESTATED BYLAWS OF
OCEAN ISLE
PROPERTY OWNERS ASSOCIATION
In furtherance of the objectives of this association to engage in civic, charitable, and
educational activities for the betterment of the property owners on the Island of Ocean
Isle Beach, North Carolina, and to sponsor positive community action projects and
cooperate with existing organizations for the public health, safety, and beautification of
Ocean Isle Beach and to provide a vehicle to articulate constructive concerns of the
property owners, the Board of Directors do adopt the following Amended and Restate
Bylaws of the Ocean Isle Property Owners Association; herein after referred to as the
Association. (1)
(1) Amended to be effective June 9, 2020.
ARTICLE I
OFFICES
The registered office of the association in the State of North Carolina shall be
located at Ocean Isle Beach, North Carolina.
ARTICLE II
MEMBERS
Section 1. Class
The association shall have one class of members, each of whom shall be an
owner of real estate located on the island of Ocean Isle Beach, North Carolina. In
the event such real estate is owned by more than one person or entity, each
person or entity having ownership shall be eligible for membership; provided,
however, that there shall be only one vote cast for each parcel of real estate; and
provided, further, where a person or entity owns more than one parcel of real
estate, such person or entity shall be entitled to only one vote. (2)
(2) Amended to be effective June 9, 2020
Section 2. Confirmation of Members
Bylaws of the Ocean Isle Property Owners Association
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Confirmation of ownership of real estate of a member as set forth above shall be
determined by the Board of Directors. The list of members eligible to vote shall
be established by the Board of Directors fourteen days before the date of the
next meeting and shall become final at that time. The Board of Directors, in its
sole discretion, shall resolve any issues related to dues, membership or voting.
Section 3. Votes
Subject to the limitation of Article II, Section l, each member who has fully paid
the applicable dues shall be entitled to one vote on each matter submitted to a
vote of the members.
Section 4. Honorary Membership
The Board of Directors shall have authority to grant honorary membership to
persons who are non-property owners but no such honorary member shall be
entitled to vote.
Section 5. Transferring Membership
Membership in this association is not transferable or assignable.
Section 6. Annual Meeting
An annual meeting of the members shall be held in Brunswick County, North
Carolina at such place as the Board of Directors may designate on the Saturday
immediately following Thanksgiving Day in November of each calendar year, for
the purpose of electing Directors and for the transaction of such other business
as may come before the meeting. If the election of Directors shall not be held on
the day designated herein for any annual meeting, the Board of Directors shall
cause the election to be held at a special meeting of the members as soon
thereafter as may be convenient.
Section 7. Special Meeting
Special meetings of the members may be called by the president, the Board of
Directors, or not less than one-fourth of the members having voting rights.
Section 8. Place of Meeting
The President of the Board of Directors may designate any place in Brunswick County,
North Carolina as the place of meeting. (3)
(3) Amended to be effective July 6, 2020.
Section 9. Notice of Meeting
Bylaws of the Ocean Isle Property Owners Association
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Written or printed notice stating the place, day and hour of any meeting of
members shall be delivered either by mail or e-mail to each member entitled to
vote at such meeting not less than 10 days before the date of such meeting. In
case of a special meeting or when required by statute or by these Bylaws, the
purpose or purposes for which the meeting is called shall be stated in the notice.
If mailed or e-mailed, the notice of a meeting shall be deemed delivered when
deposited in the United States mail or when email is sent via computer date
addressed to the member at such member’s address as it appears on the
records of the association.
Section 10. Quorum
The members holding 50 of the votes which may be cast at any meeting will
constitute a quorum at such meeting. If a quorum is not present in person at any
meeting of members, a majority of the members present may adjourn and
reconvene the meeting without further notice. (4)
(4) Amended to be effective November 27, 2010.
Section 11. Manner of Acting
The act of a majority of the members present in person at a meeting at which a
quorum is present shall be the act of the members unless the act of a greater
number is required by law or these Bylaws.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the association shall be managed by its Board of Directors, each of
whom shall be a member in good standing of the association.
Section 1A. Election and Term of Office
The Directors of the association shall be elected to two year terms by the
members at the regular annual meeting of members each year. Only the seats of
those Directors whose terms have expired shall be elected each year at the
regular annual meeting of members. If the election shall not be held at any such
meeting, such election shall be held as soon thereafter as practicable at a special
meeting.
Section 2. Number, Tenure and Qualifications
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A. The number of Directors shall not be less than nine nor more than thirteen. Each
Director shall hold office for two years until a successor shall have been elected
and qualified. Each Director shall at all times be a member in good standing of
the Association. (5) If at any point the total number of active directors becomes less
than nine, the Board of Directors is authorized to continue operations that are for
the good of the OIPOA until the Board of Directors can appoint new directors to
bring the total number of directors up to the minimum number of nine. (6)
(5) Amended to be effective July 6, 2020.
(6) Amended to be effective November 27, 2021.
B. The position of Emeritus for the Board of Directors shall be voted upon by the
current Board and designated for former members of the Board of Directors that
have served with distinction during previous years. This position is an Honorary
position designated so that the knowledge and wisdom gleaned from the service
of former Board of Directors members is kept to aide the current Board and
future Boards decisions as to how best to serve the community that constitutes
the Island of Ocean Isle Beach. The position of Emeritus for the Board of
Directors shall be a non-voting member of the Board of Directors. The position
of Emeritus for the Board of Directors shall not count in regards to determination
for the constitution of a Quorum for all designated Board of Directors meetings.
All Board(s) of Directors hence shall have the option of designating this
Honorary position. (7)
C. Town of Ocean Isle Beach employees and/or elected or appointed officials that
are members of the Ocean Isle Property Owners Association are ineligible for
election to the OIPOA Board of Directors while an active employee of the Town
of Ocean Isle Beach or while serving in the offices of the Mayor of Ocean Isle
Beach or as a member of the Ocean Isle Beach Town Council. (8)
(7) Amended to be effective July 6, 2020.
(8) Amended to be effective July 6, 2020.
Section 3. Regular Meetings
A regular meeting of the Board of Directors shall be held without notice other
than these Bylaws, immediately after, and at the same place as, the annual
Bylaws of the Ocean Isle Property Owners Association
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meeting of members. The Board of Directors shall meet in April, June,
September, November and December.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of
the president or a majority of the Directors. The person or persons authorized to
call special meetings of the Board may fix any location in Brunswick County,
North Carolina as the place for holding any special meeting of the Board called
by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given by written
notice delivered by mail or e-mail to each Director at such Director’s address as
shown by the records of the association. If mailed, such notice shall be deemed
delivered when deposited in the United States mail. If e-mailed, such notice is
deemed delivered when dated and sent via computer. Any Director may waive
notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. The business to be
transacted at the meeting need not be specified in the notice or waiver of notice
of such meeting, unless specifically required by law or by these Bylaws. The
printing of an agenda shall not be required.
Section 6. Quorum
A majority of the number of members of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board; but if less
than a quorum of the Directors is present at said meeting, the Directors present
must adjourn and reconvene the meeting.
Section 7. Removal
A Director may be removed from office by vote of majority of the Board of
Directors if it is determined by the Board that such Director has been absent from
two or more Board of Directors meetings within a twelve-month period and such
absences have not been excused by the president of the association.
Section 8. Vacancies
Any vacancy occurring in the Board of Directors between annual meetings of the
members shall be filled by the Board of Directors. A Director elected to fill a
vacancy shall be elected for the unexpired term of the predecessor in office.
Section 9. Compensation
Bylaws of the Ocean Isle Property Owners Association
Updated November 27, 2021
Directors shall not receive any compensation for their services as Directors.
Nothing herein contained shall be construed to preclude any Director from
serving the association in any other capacity and receiving just compensation
therefore.
Section 10. Release and Indemnification
No Director shall be held personally liable for monetary damages arising out of
an action by the association or in the right of the association or otherwise for
breach of any duty as a Director to the full extent permitted by law. The
association shall indemnify and hold harmless all Directors from any loss, liability,
cost or expense, including reasonable attorney’s fees, arising or resulting from
any action brought against them which is in any way related to their capacity as
Directors of the association.
ARTICLE IV
OFFICERS
Section 1. Officers
The officers of the association shall be a president, one or more vice presidents
(the number thereof to be determined by the Board of Directors), a secretary, a
treasurer and such other officers as may be elected in accordance with the
provisions of this article. The Board of Directors may elect or appoint such other
persons, including one or more assistant secretaries and one or more assistant
treasurers, as it shall deem necessary, such persons to have the authority and
perform the duties prescribed from time to time by the Board of Directors and
must be a member of the Board of Directors. Any two or more offices may be
held by the same person, except the offices of president and secretary.
Section 2. Election and Term of Office
The officers of the association shall be elected annually by the Board of Directors
at the regular annual meeting of the Board of Directors. If the election of officers
shall not be held at such meeting, such election shall be held as soon thereafter
as practicable. New offices may be created and filled at any meeting of the Board
of Directors.
Section 3. Vacancies
A vacancy in any office because of death, resignation, disqualification or
otherwise, may be filled by the Board of Directors for the unexpired portion of the
term.
Section 4. President
Bylaws of the Ocean Isle Property Owners Association
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The President shall be the principal executive officer of the association and shall
in general oversee and direct all of the business and affairs of the association.
The president shall preside at all meetings of the members and of the Board of
Directors. In general, the president shall perform all duties incident to the office of
the president and such other duties as may be prescribed by the Board of
Directors from time to time. The president may sign, with the secretary or any
other officer of the association authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws, or by statute to some other officer or agent of the association.
Section 5. Vice President
In the absence of the president or in the event of his/her inability or refusal to act,
the vice president (or in the event there is more than one vice president, the vice
presidents in order of their election) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the restrictions
upon the president. Any vice president shall perform such other duties as from
time to time may be assigned by the president or by the Board of Directors.
Section 6. Treasurer
If required by the Board of Directors, the treasurer shall give a bond at the
expense of The Association for the faithful discharge of duties as the Board of
Directors shall determine. The treasurer and/or designated office shall have
charge and custody of and be responsible for all funds and securities of the
association; receive and give receipts for moneys due and payable to the
association in such banks, trust companies, or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; and in
general, perform all the duties incident to the office of treasurer and such other
duties as from time to time may be assigned by the president or by the Board of
Directors. Two signatures shall be required on all checks written by the
association. All checks require the signature of the authorized Board of Directors
signer(s).
Section 7. Secretary
The secretary shall keep the minutes of the meetings of the members and of the Board of
Directors in one or more books provided for that purpose; see that all notices are duly
given in accordance with the provisions of these Bylaws, or as required by law; be
custodian of the association of the association records. In general, perform all duties
incident to the office of secretary and such other duties as from time to time may be
assigned to the secretary by the president or by the Board of Directors. The Secretary or
their designee shall create a report to be read and submitted for public record during the
Bylaws of the Ocean Isle Property Owners Association
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comments section of the monthly meeting of the Ocean Isle Beach Town Commissioners
meeting detailing the activities of the OIPOA and its Board of Directors. (9)
(9) Amended to be effective July 6, 2020.
Section 8. Assistant Treasurers and Assistant Secretaries
If required by the Board of Directors, the assistant treasurers shall give bonds at
the expense of The Association for faithful discharge of their duties in such sums
and with sureties as the Board of Directors shall determine. The assistant
treasurers and assistant secretaries, in general, shall perform such duties as
shall be assigned to them by the treasurer or secretary or by the president of the
Board of Directors.
ARTICLE V
ACTION TEAMS (12)
Section 1. Action Teams (12) of Directors
The Board of Directors may designate one or more action teams (12) , each of which
shall consist of one or more directors, which action team (12) , to the extent provided
by the Board of Directors and not prohibited by law, shall have and exercise the
authority of the Board of Directors in the purpose of the action team (12) . The
designation of such action teams (12) and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any individual director, of any
responsibility imposed by law. Action Team (12) expenses will be budgeted each
year by the Board of Directors. If the action team (12) deems it necessary to exceed
the budgeted amount, the action team (12) must obtain approval from the Board of
Directors.
Section 2. Term of Office
Each member of an action team (12) shall continue as such until the next annual
meeting of the Directors of the association and/or until a successor is appointed,
unless the action team (12) shall sooner be terminated, or unless such member be
removed from such action team (12) or unless such member shall cease to qualify
as a member thereof.
Section 3. Chairman
Bylaws of the Ocean Isle Property Owners Association
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One member of each action team (12) shall be appointed chairman by the Board of
Directors.
Section 4. Vacancies
Vacancies in the membership of any action team (12) may be filled by appointments
made in the same manner as provided in the case of the original appointments.
Section 5. Quorum
Unless otherwise provided by the Board of Directors, a majority of the whole
action team (12) shall constitute a quorum and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of the action
team (12) .
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts
The Board of Directors may authorize any officer or officers and/or contracted
bonded agent or agents of the association, in addition to the officers so
authorized by these Bylaws, to enter into a contract or execute and deliver any
instrument in the name of and on behalf of the association, and such authority
may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the association, shall be signed by such
officer or officers and/or contracted bonded agent/agents in such manner as shall
from time to time be determined by resolution of the Board of Directors. In the
absence of such determination by the Board of Directors, such instruments shall
be signed by the designated officers stated as president, vice president and/or
treasurer of the association.
Section 3. Deposits
All funds of the association shall be deposited in a timely manner to the credit of
the association in such banks, trust companies or other depositories as the
Board of Directors may select.
Section 4. Gifts
Bylaws of the Ocean Isle Property Owners Association
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The Board of Directors may accept on behalf of the association any contribution,
gift, bequest or devise for the general purposes or for any special purpose of the
association.
ARTICLE VII
BOOKS AND RECORDS
The association shall keep correct and complete books and records of accounts
and shall also keep minutes of the proceedings of its members, Board of
Directors, and action teams (12) having any authority of the Board of Directors, and
shall keep at the association office a record setting forth names and addresses of
the members entitled to vote. All books and records of the association may be
inspected by any member, or such member’s agent or attorney for any proper
purpose at any reasonable time. Books and records shall be kept at association
office.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the association shall begin on the first day of January and end
on the last day of December in each year.
ARTICLE IX
DUES AND ASSESSMENTS
Section 1. Dues and Assessments
The Board of Directors may determine the amount of annual dues and assessments due
and payable to the Association by the members. Annual dues shall be addressed to cover
a fiscal year from January 1 through December 31 of each calendar year. (10)
(10) Amended to be effective July 6, 2020.
Section 2. Removal for Failure to Pay
Failure to pay any such dues and assessments from the date such dues and
assessments are due and payable shall automatically terminate the membership
of such member.
Bylaws of the Ocean Isle Property Owners Association
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ARTICLE X
AMENDMENT TO BYLAWS
These Bylaws may be altered, amended, or repealed and new Bylaws adopted by a 2/3
majority vote of the eligible members present and counted at the Annual Ocean Isle
Property Owners Association Meeting at which a quorum is present. (11)
(11) Amended to be effective July 7, 2020.
(12) Amended to be effective November 27, 2021, to replace the term
“committee” with the term “action team” and denoted by subscript (12) at the end of each section.