ARTICLE III
MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION
Section 1. Membership. The Company shall be a Member of the Association, and a
creditor who acquires title to the Properties or any portion thereof pursuant to
foreclosure or any other proceeding or deed in lieu of foreclosure shall be a Member of
the Association. Every Owner and Tenant, unless otherwise specified, shall be a Member of
the Association. Every Owner shall be required to submit the name(s) of his Tenant(s) and
the duration of their tenancy to the Secretary of the Association. The Association may
issue to each Member a membership card which shall expire upon termination of a Tenant's
Lease or upon sale by an Owner of his property in Woodlake. Tenants of Public or
Commercial Units and Owners or Tenants who are exempt from the payment of Assessments
shall not be Members of the Association unless otherwise specified herein.
Section 2. Voting Rights. The Association shall have
four (4) types of regular voting membership and one (1) type of special voting membership
which provides the Company, its successors and assigns, with the power to elect a portion
of the Board of Directors:
TYPE "A": Type "A" Members shall be all
Owners, including the Company, its successors and assigns, of Residential Lots and Family
Dwelling Units, and Tenants occupying Family Dwelling Units. A Type "A" Member
shall be entitled to two (2) votes for each Residential Lot which he owns. A Type
"A" Member shall be entitled to two (2) votes for each Family Dwelling Unit
which he owns, provided, however, that if a Family Dwelling Unit is occupied by a Tenant
as his principal residence, the Owner shall be entitled to one (1) vote and the Tenant
shall be entitled to one (1) vote.
TYPE "B": Type "B" Members shall be all
those Owners, including the Company, its successors and assigns, of platted Public or
Commercial Sites and Multiple-Family Tracts. A Type "B" Member shall be entitled
to one (1) vote for each One Hundred ($100.00) Dollars in Annual Assessments paid to the
Association. In computing the number of votes to which a Type "B" Member shall
be entitled, the amount of the Assessment paid shall be rounded to the nearest One Hundred
($100.00) Dollars.
TYPE "C": Type "C" Members shall be all
those Owners, including the Company, its successors and assigns, of Public or Commercial
Units. A Type "C" Member shall be entitled to one (1) vote for each One Hundred
($100.00) Dollars in Annual Assessments paid to the Association. In computing the number
of votes to which a Type "C" Member shall be entitled, the amount of the
Assessment paid shall be rounded to the nearest One Hundred ($100.00) Dollars.
TYPE "D": Type "D" Members shall include
all those Owners, including the Company, its successors and assigns, of Unsubdivided Lands
and Development Unit Parcels held and intended for future development by the Company or a
third party. A Type "D" Member shall be entitled to one (1) vote for each One
Hundred ($100.00) Dollars of Annual Assessments paid to the Association. In computing the
number of votes to which a Type "D" Member shall be entitled, the amount of the
Assessment paid shall be rounded to the nearest One Hundred ($100.00) Dollars.
TYPE "E": The Type "E" Member shall be the
Company, its successors and assigns. The Type "E" Member shall be entitled to
elect a portion of the Board of Directors as set out in Section 4 of this Article III.
Payment of Special Assessments shall not entitle Type
"A," "B," "C," or "D" Member to additional votes.
When any property entitling the Owner to membership as a Type "A,"
"B," "C," or "D"
Member of the Association is owned of record in the name of two (2) or more persons or
entities, whether fiduciaries, joint tenants, tenants in common, tenants in partnership or
in any other manner of joint or common ownership, or if two (2) or more persons or
entities have the same fiduciary relationship respecting the same property, then unless
the instrument or order appointing them or creating the tenancy otherwise directs and it
or a copy thereof is filed with the Secretary of the Association, their acts with respect
to voting shall have the following effect:
| (1) If only one (1) votes, in person or by proxy, his act shall bind all; (2)
If more than one (1) vote, in person or by proxy, the act of the majority so voting shall
bind all;
(3) If more than one (1) vote, in person or by proxy, but the vote is evenly split on
any particular matter, each fraction shall be entitled to its proportionate share of the
vote or votes;
(4) If the instrument or order filed with the Secretary of the Association shows that
any such Tenancy is held in unequal interest, a majority or even split under subparagraphs
(2) and (3) immediately above shall be a majority or even split in interest in the
property to which the vote(s) is attributable;
(5) The principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents or objections, and for the purpose of ascertaining the presence
of a quorum.
The voting rights of any Owner may be assigned by said Owner to his lessee; provided,
however, that the Owner may not assign to such lessee any vote or votes not attributable
to the property actually leased by such lessee. The Type "A," "B,"
"C," or "D" Members are sometimes hereinafter collectively referred to
as the "Members." |
Section 3. Governance. The Association
shall be governed by a Board of Directors consisting of three (3), five (5), seven (7), or
nine (9) Members. The number of term of such Directors is to be determined in accordance
with the provisions of the Articles of Incorporation of the Association. Except as may be
otherwise provided in the Articles of Incorporation, there shall be two (2) classes of
Directors: Class I Directors shall be elected by the Type "A," "B,"
"C," or "D" Members, and Class II Directors shall be elected by the
Type "E" Member.
Section 4. Election of The Board of Directors.
(a) Each Member of Type "A," "B,"
"C," or "D" Membership classes shall be entitled to as many votes as
equals the total number of votes he is entitled to based on his Ownership of or Tenancy in
one (1) or more of the various classifications of property as computed by the formula set
out hereinabove in Section 2 hereof. Each Member may cast the total number of votes to
which he is entitled for each vacancy to be filled by a Class I Director. Cumulative
voting shall not be allowed. Members, except the Type "E" Membership, are
divided into classes for the purpose of computing voting rights and shall not vote as a
class.
(b) The Type "A," "B," "C," or
"D" Members shall elect the Class I Director(s), and the Type "E"
Member shall elect the Class II Director(s) according to the following formula:
| (1) |
The number of Class I Directors shall be determined by (A) dividing (i)
the number of Residential Lots and Family Dwelling Units owned by Type "A"
Members by (ii) the cumulative maximum number of Residential Lots and Family Dwelling
Units authorized in the Properties by the Conditional Use for Planned Development approved
by the Board of Supervisors of Chesterfield County, Virginia, and (B) then multiplying the
resulting quotient by the total number of Directors, and (C) rounding the result to the
nearest whole number, e.g., 1.49 = 1, and 1.50 = 2. |
| (2) |
The number of Class II Directors shall be determined by subtracting the
number of Class I Directors from the total number of Directors. The Class II Directors
shall be elected by the Type "E" Member. |
| (3) |
For the purposes of this formula, the number of Residential Lots and
Family Dwelling Units owned by Type "A" Members and the cumulative maximum
number of Residential Lots and Family Dwelling Units authorized in the Properties shall be
determined by the Board of Directors as of the date on which notice of the meeting of the
Members at which the Board of Directors is to be elected is mailed. |
Section 5. Members to Have Power of
Referendum in Certain Instances. Where specifically provided for herein, the Members
or some specific portion thereof, shall have the power to approve or reject certain
actions proposed to be taken by the Association by Referendum. In the event fifty-one
(51%) percent, or more, of the votes actually returned to the Association within the
specified time shall be in favor of such action, the Referendum shall be deemed to
"pass" and the action voted upon will be deemed to have been authorized by the
Members; provided, however, that if a higher percentage vote required to "pass"
shall be specifically expressed herein, that higher percentage shall control in that
instance. The Board of Directors may not undertake any action requiring a Referendum
without complying with the provisions herefor. At any time that the Type "A,"
"B," "C," or "D" Members have the ability to elect a
majority of the Board of Directors, the Members may require a Referendum on any action of
the Board of Directors by presenting to the Secretary of the Board within thirty (30) days
of the taking of such action or ratification by the Board of its intent to take such
action a petition signed by not less than twenty-five (25%) percent of the Members.
Section 6. Quorum Required for Any Action Authorized at
Regular or Special Meetings of the Association. The quorum required for any action
which is subject to a vote of the Members at an open meeting of the Association (as
distinguished from the Referendum) shall be as follows:
(a) The first time a meeting of the Members of the Association
is called to vote on (i) an increase in the Maximum Regular Annual Assessment greater than
that provided for by subparagraph (o) of Section 3 of Article V hereof, (ii) a Special
Assessment as provided for by Section 4 of Article V hereof, (iii) the gift or sale of any
parcel of land and improvements thereon designated as a Common Property or Restricted
Common Property as provided for by subparagraph (f) of Section 4 of Article IV hereof,
(iv) an Amendment to this Declaration as provided for by Section 2 of Article VIII hereof,
or (v) the termination of this Declaration as provided for by Section 1 of Article VIII
hereof, the presence at the meeting of Members or proxies entitled to cast sixty (60%)
percent of the total vote of the Membership required for such action shall constitute a
quorum.
(b) The first time a meeting of the Members of the Association
is called to vote on any action proposed to be taken by the Association, other than that
described in subparagraph (a) above, the presence at the meeting of Members or proxies
entitled to cast thirty (30%) percent of the total vote of the Membership required for
such action shall constitute a quorum.
If the required quorum is not present at any meeting described
in subparagraphs (a) or (b) above, with the exception of any meeting called to vote on the
termination of this Declaration described in subparagraph (a(v)) above, another meeting or
meetings may be called subject to the giving of proper notice and the required quorum at
such subsequent meeting or meetings shall be one-half (1/2) of the required quorum at the
preceding meeting.
Unless otherwise provided, any reference hereafter to
"votes cast at a duly called meeting" shall be construed to be subject to the
quorum requirements established by this Article III, Section 6, and any other requirements
for such "duly called meeting" which may be established by the By-Laws of the
Association. For the purpose of this section, "proper notice" shall be deemed to
be given when given each Member not less than thirty (30) days prior to the date of the
meeting at which any proposed action is to be considered.
Section 7. Proxies. All Members or the Association may
vote and transact business at any meeting of the Association by proxy authorized in
writing, provided, however, that Proxies shall not be required for any action which is
subject to a Referendum, in which case the votes of all the Members polled shall be made
by specifically provided ballots mailed or delivered to the Association.
Section 8. Ballots by Mail. When required by the Board
of Directors, there shall be sent with notices of regular or special meetings of the
Association, a statement of certain motions to be introduced for vote of the Members and a
ballot on which each Member may vote for or against each such motion. Each ballot which is
presented at such meeting shall be counted in calculating the quorum requirements set out
in Section 6 of this Article III. Provided, however, such ballots shall not be counted in
determining whether a quorum is present to vote upon motions not appearing on the ballot. |