BY-LAWS FOR AERIES ON THE BAY CIVIC LEAGUE

ARTICLE I

NAME

The name of this association is Aeries on the Bay Civic League, herein referred to as League. The League is an organization for homeowners of Aeries on the Bay, in the Bayside section of Virginia Beach, Virginia 23455.

ARTICLE II

OBJECT

SECTION 1. The object of the League is to encourage and promote civic satisfaction and betterment in the cultural, educational, social, recreational and similar fields and to promote the health, safety, security and welfare of the residents within the Aeries on the Bay community.

SECTION 2. The duty of the League is to protect and encourage enforcement of the Aeries on the Bay Declaration of Covenants, Conditions and Restrictions dated November 19, 1983, and all amendments thereto, for the purpose of protecting the value and desirability of Aeries on the Bay properties. Nothing contained in the By-Laws shall conflict with the Declaration of Covenants, Conditions and Restrictions.

SECTION 3. The League shall furnish a forum for the members to express their views, questions, proposals, and problems for resolution before the League and to exercise the right to vote on proposals and resolutions.

ARTICLE III

MEMBERSHIP

SECTION 1. MEMBERSHIP League membership shall be restricted to owners of record of residences in the area known as Aeries on the Bay. League membership entitles a vote in the election of officers and directors of the League and on all matters coming before the membership for decision with two (2) votes per residence.

SECTION 2. DUES The annual dues of the League are voluntary and shall be determined by the Board of Directors and published in the Aeries on the Bay Newsletter. League dues shall be paid annually for the calendar year..

ARTICLE IV

MEETINGS

SECTION 1. REGULAR MEETINGS The League shall hold meetings at least two (2) times annually in the first half and last half of the year. Additional meetings may be scheduled as necessary at the discretion of the Board of Directors. At least fifteen (15) days notice of any meeting shall be given to all members.

SECTION 2. Special League meetings may be called by: the League President, the Board of Directors, or upon written request of any (10) members of the League.

SECTION 3. QUORUM A quorum of any duly called League meeting for which at least fifteen (15) days notice has been given to the members shall consist of at least twenty (20) paid-up members, and any matter to come before such meeting shall be decided by a majority of those paid-up members present and voting.

SECTION 4. BY-LAW CHANGES Notice of a League meeting at which a change in the By-Laws is to be proposed shall state the purpose of the meeting and set forth the proposals for the By-Law changes. The By-Laws may be amended by a two-thirds (2/3)
Vote of the members present and constituting a quorum.

SECTION 5. NOTICE OF MEETING Written notice of each League meeting shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by any or all of the following means: mailing or distributing (including by electronic distribution) a copy of such notice, posting a copy of such notice at each mailbox cluster, placing a portable sign at the entry to Aeries on the Bay at least fifteen (15) days before such meeting. Such notice shall specify the place, day, and hour of the meeting and in the case of a special meeting, the purpose.

SECTION 6. PROXIES Voting on league matters is open to any and all Aeries on the Bay Homeowners. Membership dues are strictly voluntary and are not a prerequisite to voting either at a general meeting or by proxy vote. Meeting that requirement, members may cast votes by:

(a) voting in person at the League meeting,

(b) carrying the proxy of another voter provided such proxy is in writing and filed with the Secretary,

(c) absentee owners may provide written proxy authorization to their tenant to be submitted along with the vote.

SECTION 7. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order shall govern the League in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the League may adopt. No member of the Board or any Committee shall vote on a question in which he has a direct personal or pecuniary interest not common to other members.

ARTICLE V

OFFICERS

The officers of the League shall consist of a President, Vice-President, Secretary, and Treasurer. The officers shall serve without compensation for one (1) year or until their successors have been elected. The Officers shall be elected by the League members and shall perform the duties prescribed by these By-Laws.

ARTICLE VI

DUTIES AND POWERS OF OFFICERS

SECTION 1. PRESIDENT The President shall preside at all League and Board of Director meetings. The President, with the approval of the Board of Directors, shall appoint such committees as required and deemed necessary or expedient for the operation of the League, and shall perform the duties as follows:

(a) Serve as the chief executive officers and shall supervise all the affairs of the League.

(b) If the League maintains a membership in any civic organization, serve as back-up to the Vice President in representing the League in such organization.

(c) Represent the League within the community, including City Council meetings, and all other appropriate occasions.

SECTION 2. VICE PRESIDENT The Vice President shall:

(a) Perform the duties of the President in the absence of the President.

(b) If the League maintains a membership in any civic organization, the Vice President will serve as representative of the League in such organization.

(c) Represent the League within the community, including City council meetings, and all other appropriate occasions.

(d) Assume other leadership duties as may be assigned by the President or Board of Directors.

SECTION 3. SECRETARY The Secretary shall:

(a) Keep a record of proceedings of all meetings of the League and the Board of Directors and, when requested, shall report such records or minutes.

(b) Serve notice of League and Board of Directors meetings.

(c) Handle all general correspondence.

(d) Perform such other duties as may be assigned by the President or Board of Directors.

SECTION 4. TREASURER The Treasurer shall:

(a) Be responsible for accounting and safekeeping of League funds.

(b) Receive and deposit in appropriate bank accounts all moneys of the League and disburse such funds as authorized by the Board of Directors.

(c) Sign all League checks, keep proper books of accounts, and prepare an annual budget and a statement of income and expenditures.

(d) Report the financial condition of the League at League meetings and at such other times as the President or Board of Directors shall direct.

(e) Maintain (handwritten, typed, or computer database) a listing of resident/owner names, addresses, phone numbers, e-mail addresses, and dates when membership dues are received.

(f) Send periodic reminders for remittance of unpaid dues.

ARTICLE VII

BOARD OF DIRECTORS

SECTION 1. COMPOSITION Board members shall be residents. The Board of Directors of the League shall consist of eleven (11) members to include the President, Vice President, Secretary, Treasurer, and seven (7) other members to be known as Directors. The Board of Directors shall serve without compensation for one (1) year or until their successors have been elected. The Directors shall be elected by the League members and shall perform the duties prescribed by these By-Laws.

SECTION 2. RESPONSIBILTY OF THE BOARD The Board of Directors shall supervise the affairs of the League between the memberships meetings. All actions of the Board shall be subject to the approval of the League membership and none of its acts shall conflict with prior action taken by the League. The Board of Directors shall perform the duties as follows:

(a) Make general recommendations to the League.

(b) Fill all vacancies arising between elections.

(c) Be responsible for the care of League property.

(d) Supervise all officers, agents, employees and committee members of the League and see that their duties are properly performed.

(e) Act as final arbitrator between a resident and all Aeries on the Bay committee actions.

(f) Under special circumstance, take emergency action as deemed appropriate by a Board quorum majority.

SECTION 3. BOARD MEETINGS Meetings of the Board of Directors shall be at least Quarterly, or as agreed upon by a majority of the Board, upon request of the President, or upon request of any three (3) members of the Board. Reasonable notice of meetings shall be given. Meetings of a majority of the Board shall be open to all residents and shall be posted in advance. It shall be the duty of the Board to keep a complete record of all its acts and meetings and present such minutes, records, or summaries to the members at League meetings. . No recommendations by standing or ad hoc Committees shall be dismissed by the BOD without allowing presentation by the Committee chairman or his appointed representative to defend and explain such recommendations.

SECTION 4. QUORUM A quorum at any duly called meeting of the Board of Directors shall consist of at least six (6) members. Each Board member shall have one (1) vote, and any issue coming before a Board meeting shall be decided by a majority of those present and voting.

SECTION 5. TERMINATION By a two thirds majority vote, the Board may nominate any board member for termination should it become necessary, due to absences, non-participation, and any reason so egregious as to be deemed valid reason for termination. It would then go to the general membership for a vote in which two thirds majority by the voting membership would be needed for removal.

ARTICLE VIII

NOMINATIONS AND ELECTIONS

SECTION 1. NOMINATIONS. Annually, in August, the Board of Directors shall appoint an Election Committee of three (3) League members. The committee shall present a slate of nominees for League Officers and Directors at the October meeting. The Election Committee shall have the acceptance of the nominee before bringing their names to the floor. After members of the Election Committee complete the nomination of such a slate, other nominations from the floor may be made. Nominees shall pledge to support the object, duty and purpose of the League as described in Article II.

The Election Committee shall have the acceptance of the nominee before bringing their names to the floor. After members of the Election Committee complete the nomination of such a slate, other nominations from the floor may be made.

SECTION 2. ELECTIONS Elections shall be held at the October meeting. Officers and Directors shall take office immediately upon election. Any Officer of Director may resign at any time by giving written notice to the President. The Board of Directors shall appoint from the membership a person to serve the unexpired term.

League Officers and Directors shall be elected by secret ballot, and the persons receiving the largest number of votes shall be elected. The Board of Directors shall be responsible for designing and printing proper ballots for use in the election of officers and directors.

ARTICLE IX

COMMITTEES AND BLOCK CAPTAINS

SECTION 1. COMMITTEE/BLOCK CAPTAIN ESTABLISHMENT AND OVERSIGHT The Board of Directors shall appoint all committees and block captains as deemed appropriate in carrying out the purpose and objectives of the League, including the Committees set forth in these By-Laws, and shall replace any committee member, block captain, or chairperson as the Board finds necessary.

SECTION 2. COMMITTEES The Board of Directors shall support the following committees and their designated responsibilities and provide final approval of their actions and activities:

(a) Architectural Standards Committee. The Architectural Standards Committee (ASC) shall consist of a minimum five (5) members, one of which shall be the Chairperson. No committee member will be required to be an Architect or meet any other particular qualifications. A member may be, but is not required to be, a League Officer or Director. The ASC shall perform the duties as follows:

(1) Monitor the condition of infrastructures (streets, curbs, gutters, and sidewalks), to determine when deteriorating conditions exist and make notification to the appropriate city department or agency to assure corrective action is taken.

(2) Monitor the condition of residences in determining when deteriorating conditions exist and provide notification to resident, property manager, and/or owner, as appropriate, for corrective action.

(3) Draw up and adopt ASC Rules subject to approval by the Board of Directors. The ASC Rules shall interpret and implement the Aeries on the Bay Declaration of Covenants, Conditions and Restrictions by setting forth the standards and procedures for ASC review.

(4) Draw up ASC Aeries Architectural Guidelines (AAG) subject to approval by the Board of Directors. The AAB will be provided to all residents, current and future, as a quick reference for League approved standards.

(5) Present architectural issues outside the AAG to the Board of Directors.

(6) Perform other duties as may be assigned by the Board of Directors.

(b) Social and Recreational Committee. The Social and Recreational Committee (SRC) shall consist of a Chairperson and as many members as the Board of Directors deems necessary. The SRC shall be responsible to plan, organize and produce community social and recreational functions in support of residents and League members of Aeries on the Bay.

(c) Grounds Committee. The Grounds Committee (GC) shall consist of a Chairperson and as many members of the Board of Directors deems necessary. The responsibility of the GC is to determine, organize, and support improvements to the overall grounds appearance in Aeries on the Bay.

(d) Election Committee. The Election Committee (EC) shall consist of three (3) League members appointed in August of each year by the Board of Directors. The responsibility of the EC is to:

(1) Recruit and obtain acceptance of League members to serve as a League Officer or on the Board of Directors and bring the name of the nominee to the floor at the annual October meeting.

(2) Conduct the elections and count the votes.

(e) Membership Committee. The Membership Committee (MC) shall consist of a Chairperson and as many members as the Board of Directors deems necessary and approves. The MC shall be responsible for developing, organizing, and implementing membership drives and procedures for obtaining and retaining League members.

(f) Block Captains. Block Captains (BC) will advise and represent those residents within the designated residences assigned them. BC is a voluntary position that can be held indefinitely unless a replacement is directed by the Board of Directors. A BC may resign upon written notification to the President or Board of Directors. Responsibilities of a BC are:

(1) Deliver the Aeries on the Bay Newsletter to assigned residences.

(2) Welcome new residences within the assigned area to the Aeries on the Bay community, introducing yourself and your role as BC. Notify the League Treasurer of new resident information within the assigned area. Provide new residents with a League package to include valuable city and community information as well as a copy of the Aeries on the Bay By-Laws and Declaration of Covenants, Conditions and Restrictions.

(3) As directed by the League or Board of Directors advise and/or solicit residents in the designated area of League surveys, issues, findings, changes, or actions requested or required.

(4) Notify the ASC whenever sale or rental signs appear within the assigned area.

(5) Perform other duties as may be assigned by the Board of Directors.

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