BYLAWS

OF

BEAR PAW PROPERTY OWNERS ASSOCIATION, INC. (BPPOA)

Amended 05/27/17


ARTICLE I.

NAME, LOCATION, MEMBERSHIP

SECTION 1. NAME

The name of the association is the Bear Paw Property Owners Association, Inc., hereinafter

referred to as the Property Owners Association.

SECTION 2. LOCATION

The principal office of the Property Owners Association shall be located at Bear Paw,

Cherokee County, North Carolina.

SECTION 3. MEMBERSHIP

Each and every record owner of a fee or undivided fee interest in any Lot within the Bear

Paw Service District shall be a member of the Property Owners Association, excluding

persons who hold such interest under a deed to secure debt, mortgage or deed of trust.

Membership in the Property Owners Association shall be confined to such Owners and

shall be appurtenant to and inseparable from Lot ownership. Each owner of each lot with

multiple Owners shall designate in writing delivered to the Secretary, one member from

among such Owner or Owners, and such member shall represent the Owner or Owners of

such Lot in connection with the activities of the Property Owners Association and to

exercise the voting rights thereof Such designation shall be valid until revoked in writing

delivered to the secretary or until such Owner sells his Lot, whichever event shall first

occur.

SECTION 4. SUSPENSION OF MEMBERSHIP AND VOTING RIGHTS

During any period in which a Lot owner shall be in arrears for any taxes assessed by the

Bear Paw Service District, the Board of Directors shall suspend the voting rights of the Lot

owner until such time as the taxes are paid.

ARTICLE II.

DEFINITIONS

The terms used in these By-laws, unless the context requires otherwise or unless otherwise

specified herein, shall have the same meaning as in the Restrictions. Usage of the words

”he” and “his” herein refer to either sex and are not exclusive or restricted to either sex.

Usage of the words “mail” and “mailing” herein are to include “email” and “emailing”.

Usage of the word “address” herein refers also to email addresses.

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ARTICLE III.

MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of the Property Owners Association shall be held at Bear Paw in Cherokee County,

North Carolina, at such suitable place convenient to the members as may be designated by

the Board of Directors.

SECTION 2. ANNUAL MEETING

The annual meeting of the Property Owners Association shall be held in May at such time

as may be designated by the Board of Directors.

SECTION 3. SPECIAL MEETINGS

Special meetings of the Property Owners Association may be called at any time by the

President, by resolution of the Board of Directors, or upon the receipt by the Secretary of a

petition signed by members holding greater than fifteen (15%) percent of the total vote of

the Property Owners Association. The call of a special meeting shall be by notice stating the

date, time, place, purpose and order of business of such special meeting. Only the business

stated in the notice may be transacted at a special meeting.

SECTION 4. NOTICE OF MEETINGS

The Secretary shall mail a notice of each annual or special meeting, stating the purpose

thereof as well as the time and place where it is to be held, to each member at the last

address of such member furnished to the Secretary at least fifteen (15) but not more than

forty-five (45) days prior to such meeting. Mailing notice as herein provided shall be

deemed delivery thereof. Any member may waive notice of the meeting in writing either

before or after the meeting. Attendance of a member at a meeting, either in person or by

proxy, except for the purpose of stating, at the beginning of the meeting, any objection to

the transaction of business, shall constitute waiver of notice and any objection of any

nature whatsoever as to the transaction of any business at such meeting. Notice given to

one tenant in common, joint tenant or tenant by the entirety shall be deemed notice to all

such Owners.

SECTION 5. QUORUM

At all duly called meetings, regular or special, in which notice has been given as specified, a

quorum shall consist of those members in attendance.

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SECTION 6. VOTING RIGHTS

The Property Owners Association shall have one class of voting membership which shall

consist of all Lot Owners whose membership has not been suspended in accordance with

Article 1, Section 3, above. The ownership of each lot shall be entitled to one vote, through

the representative which represents such Owner or Owners as provided in Article I, Section

3, above. A vote is not divisible nor may a vote be cast in part.

SECTION 7. PROXY

Vote may be cast in person or by a proxy. Proxies must be filed with the Secretary before

the designated time of each meeting.

SECTION 8. MAJORITY VOTE

Acts authorized, approved or ratified by the casting of a majority of the votes represented

at a meeting at which a quorum is present, in person or by proxy, shall be the acts of the

Property Owners Association, except where a higher percentage vote is required by these

bylaws or by law, and shall be binding for all purposes.

SECTION 9. ALTERNATIVE METHOD OF VOTING

In addition to voting in person or by proxy, issues, including election of directors, may be

decided by written ballot in accordance with the procedures established in this section.

(a) The President shall appoint a proctor who shall be responsible for supervising the

election by written ballot, issuing all required notices, tallying the results and filing a

written report of the election results. The proctor shall retain all written ballots for

a period of sixty (60) days after any election; however, the ballots shall remain

confidential unless the election results are contested, in which case, the Board of

Directors shall appoint a special committee of not more than three (3) people to

review the ballots, recount the ballots if necessary and certify the results of the

election. For purposes of verifying the results of the election, the proctor shall turn

over the ballots to the special committee who shall thereafter retain possession of

the ballots.

(b) The person or group of persons challenging the results of any election by written

ballot shall have the right to propose one member who shall be appointed to the

special committee reviewing the election.

(c) The proctor shall mail a notice of any vote or election to be taken by written ballot

to each member at the last address of such member maintained by the Secretary of

the association at least fifteen (15) days prior to the date on which all written

ballots shall be returned to the proctor. The notice shall describe the election

procedures, shall contain the written ballot and shall clearly state the date by which

such written ballot shall be returned.

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(d) In the event it shall be determined that the Board of Directors shall be elected by

written ballot, the Secretary of the association shall notify the membership of the

method of electing the Board of Directors at least thirty (30) days prior to the date

on which the election is to take place and any member of the association shall have

the right to declare his candidacy in writing with the Secretary of the association.

The ballot for such election shall contain not only the names of candidates proposed

by any nominating committee but shall also contain the names of all other

candidates seeking election.

(e) Any election for Board of Directors of the association by written ballot may be

conducted in connection with the annual meeting in which event, members in

attendance at the annual meeting shall be permitted to vote for the election of the

Board of Directors by written ballot only if such member has not previously filed a

written ballot with the proctor of elections.

(f) The Board of Directors shall have authority to issue such additional rules and

regulations as may be necessary to implement this section of the bylaws.

ARTICLE IV.

BOARD OF DIRECTORS, NUMBERS, POWERS, MEETINGS

SECTION 1. NUMBERS

The business and affairs of the Property Owners Association shall be governed by a Board

of Directors (herein sometimes referred to as the "Board"), all of whom shall be property

owners at all times during their terms as directors. There shall be seven (7) directors. Each

director shall be at least twenty-one (21) years of age and any qualified director may be

elected for a maximum of two consecutive two year terms. Each director shall hold office

until his death, resignation, retirement, removal, disqualification, or his successor is elected

and qualified.

SECTION 2. POWERS AND DUTIES

The Board of Directors shall manage and direct the affairs of the Property Owners

Association, and, subject to any restrictions imposed by law, by the Restrictions, or these

By-Laws, may exercise all the powers of the Property Owners Association. The Board of

Directors shall exercise such duties and responsibilities as shall be incumbent upon it by

law, the Restrictions, or these bylaws as it may deem necessary or appropriate in the

exercise of its powers, including, without limitation, the collection of assessments and

charges from the owners, the establishment and amendment from time to time of

reasonable regulations governing the use of the common areas and facilities. The Board of

Directors may require that all employees of the Property Owners Association handling, or

responsible for, Property Owners Association funds shall furnish adequate fidelity bonds.

The premium on such bonds shall be paid by the Property Owners Association.

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SECTION 3. ELECTION AND TERM OF OFFICE

At the first annual meeting of the Property Owners Association, the members shall elect

four (4) directors for an initial term of one year, and three (3) directors for an initial term

of two (2) years. At the expiration of the initial term of each respective director, his

successor shall be elected for a term of two (2) years. Cumulative voting is not permitted.

SECTION 4. VACANCIES

Vacancies on the board caused by any reason other than the removal of a Director by a vote

of the Property Owners Association shall be filled by a vote of the majority of the remaining

directors, even though they may constitute less than a quorum, and each person so elected

shall be director until a successor is elected at the next annual meeting of the Property

Owners Association. Vacancies caused by the removal shall be filled by vote of the Property

Owners Association at the same meeting at which a director or directors are removed.

SECTION 5. REMOVAL OF DIRECTORS

At any regular or special meeting of the Property Owners Association duly called, any one

or more directors may be removed with or without cause by vote of eighty percent (80%)

of the total vote authorized to vote thereon, and a successor may then be elected to fill the

vacancies thus created. Any director whose removal has been proposed by any Owner or

Owners shall be given an opportunity to be heard at such meeting. Sale of his lot by a

director shall automatically terminate his directorship.

SECTION 6. ANNUAL MEETING

The annual meeting of the Board of Directors shall be held immediately following the

annual meeting of the members of the Property Owners Association. At the annual meeting

of the Board of Directors, officers of the Property Owners Association shall be elected for

the succeeding year. In addition thereto, the Board of Directors shall nominate seven (7)

persons as representatives of the Property Owners Association to serve on the Bear Paw

Service District created by the Board of Commissioners for Cherokee County, North

Carolina. The Board of Directors shall have the right to name itself as the representatives of

the Property Owners Association; however, should any officer or director of the

corporation refuse to serve as a representative to the Bear Paw Service District, then, and

in that event, the Board of Directors shall have the right to nominate some other member of

the Property Owners Association as representative of the Property Owners Association to

serve on the Bear Paw Service District. The Secretary of the Property Owners Association

shall forthwith notify the Chairman of the Board of Commissioners of Cherokee County and

the then of the Bear Paw Service District in writing of the names and addresses of the

nominees selected by the Board of Directors.

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SECTION 7. REGULAR MEETINGS

Regular meetings of the Board of Directors may thereafter be held on such dates and at

such place and hour as may be fixed from time to time by resolution of the Board. Notice of

regular meetings of the Board shall be given to each Director, personally or by mail,

telephone or telegraph, at least three (3) days prior to such meeting.

SECTION 8. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President on three (3) days’

notice to each Director, given personally or by mail, telephone or telegraph, which notice

shall state the date, time, place (as hereinabove provided) and purpose of the meeting.

Special meetings of the Board of Directors shall be called by the President or Secretary in

like manner and on like notice upon the written request of at least three (3) directors.

SECTION 9. WAIVER OF NOTICE

Before or at any meeting of the Board of Directors any director may, in writing, waive

notice of such meeting and such notice shall be deemed equivalent to the giving of such

notice. Attendance by a director at any meeting of the Board shall be a waiver of notice by

him of the date, time and place thereof. If all the directors are present at any meeting of the

Board, no notice shall be required and any business may be transacted at such meeting.

SECTION 10. QUORUM

At all meetings of the Board of Directors, a majority of then qualified directors shall

constitute a quorum for the transaction of business, and the acts of the majority of the

directors present at a meeting at which a quorum is present shall be the acts of the Board of

Directors. If at any meeting of the Board of Directors, there be less than a quorum present,

the majority of those present may adjourn the meeting from time to time. At such

adjourned meeting, any business which might have been transacted at the meeting as

originally called may be transacted without further notice.

SECTION 11. COMPENSATION

No director shall receive compensation for any services rendered to the Property Owners

Association nor shall the Property Owners Association make any loan, directly or

indirectly, to a director; provided however, a director may be reimbursed for expense

incurred in the performance of duties.

SECTION 12. ACTION OF BOARD WITHOUT MEETING

The Board of Directors shall have the right to take any action which it could take at a

meeting by obtaining the written approval of all directors thereto. Any action so approved

shall have the same effect as though taken a meeting of the Board

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SECTION 13. LIABILITY OF DIRECTORS

No director shall be liable to any Owner for injury or damage caused by such director in the

performance of his duties unless due to the willful misfeasance or malfeasance of such

director. Furthermore, each director shall be indemnified by the Property Owners

Association against all liabilities and expenses, including attorney fees reasonably incurred

and imposed upon him in connection with any proceeding to which he may be a party or in

which he becomes involved by reason of his being or having been a director of the Property

Owners Association, whether or not he is director of the Property Owners Association at

the time such expenses and liabilities are incurred, except in such cases where the director

is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties;

provided; however, that in the event of a settlement, the indemnification shall apply only

when the Board approves such settlement as being in the best interest of the Property

Owners Association.

ARTICLE V.

OFFICERS

SECTION 1. NUMBERS AND ELECTION

There shall be elected annually by and from the Board of Directors, a President (who shall

also be Chairman of the Board), a Vice President, a Secretary and a Treasurer. The office of

the Secretary and Treasurer may be filled by the same person. The Directors may also elect

from time to time, such other officers as in their judgment are needed.

SECTION 2. REMOVAL AND VACANCIES

Except as herein provided to the contrary, the officers shall be elected annually and hold

office at the pleasure of the Board. A vacancy in any office may be filled by the Board at its

next meeting. The officer elected to such vacancy shall serve for the remainder of the term

of the officer he replaces.

SECTION 3. DUTIES

The duties of the officers shall be as follows:

PRESIDENT: The president shall be the chief executive officer and shall preside at all

meetings of the Board of Directors and the Property Owners Association, shall see that

orders and resolutions of the Board are carried out, shall appoint committees consisting of

members of the Property Owners Association as in his opinion is necessary, shall co-sign

with the Treasurer all checks, promissory notes and similar documents, if any, and shall

perform such other duties as may be delegated to him by the Board. He shall have all

general powers and duties which are incident to the office of President of a corporation

organized in North Carolina, and control management of the Property Owners Association

in accordance with such act and Bylaws.

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VICE PRESIDENT: In the absence of the President, the Vice President shall exercise all of

the duties of the President or such other powers and duties as may be conferred upon the

Vice President by the Board.

SECRETARY: The Secretary shall record the votes and keep the minutes of all meetings and

proceedings of the Board and the Property Owners Association; keep appropriate current

records, showing the members of the Property Owners Association together with their

addresses and designating those members entitled to vote; keep custody of and attest the

sale of the Property Owners Association; and perform such other duties as may be required

of him by the Board or incident to the office of Secretary of a corporation organized in

North Carolina.

TREASURER: The Treasurer shall be responsible for the funds of the Property Owners

Association, shall co-sign with the President all checks, promissory notes and similar

documents, if any, shall maintain full and accurate fiscal accounts and records, and shall

perform other duties as may be designated by the Board or incident to the office of

Treasure of a corporation organized in North Carolina.

SECTION 4. COMPENSATION

Officers may not be compensated for the usual or ordinary services rendered to the

Property Owners Association incident to their offices, nor shall the Property Owners

Association make loans, either directly or indirectly, to any officer of the Property Owners

Association. The officers may be reimbursed for reasonable expenses incurred on behalf of

the Property Owners Association.

SECTION 5. LIABILITY OF OFFICERS

No officer shall be liable to an Owner for injury or damage caused by such office in the

performance of his duties unless due to the willful misfeasance or malfeasance of such

officer. Furthermore, each officer shall be indemnified by the Property Owners Association

against all liabilities and expenses, including attorney fees, reasonably incurred and

imposed upon him in connection with any proceeding to which he may be a party or in

which he becomes involved by reason of his being or having been an officer of the Property

Owners Association at the time such expenses and liabilities are incurred, except in such

cases where the officer is adjudged guilty of willful misfeasance or malfeasance in the

performance of his duties; provided however, in the event of a settlement the

indemnification shall apply only when the Board approves such settlement as being in the

best interests of the Property Owners Association.

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ARTICLE VI.

COMPLIANCE

These bylaws are set forth to comply with the requirements of Chapter 55A, as amended, of

the General Statutes of North Carolina. In the event any of these Bylaws conflict with the

provisions of said chapter, the provisions of the chapter will control.

ARTICLE VII.

BOOKS AND RECORDS

The books, records and papers of the Property Owners Association shall at all times during

reasonable business hours be subject to inspection by any member of the principal office of

the Property Owners Association. The bylaws of the Property Owners Association shall be

available for inspection by any member at the principal office of the Property Owners

Association, where copies may be purchased for a reasonable price.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended by a vote of not less than seventy-five percent (75%) of Lot

owners voting on such amendments. Proposed amendments to the Bylaws shall be mailed

to each Lot owner and voting may be conducted by mail with the mailing and tabulation of

the votes to be supervised by independent voting officials appointed by the Board of

Directors. For purposes of this section, mailing the proposed amendments and the ballot

shall be deemed sufficient if deposited in the U. S. Mail, postage prepaid, and addressed to

the member at the address shown on the Cherokee County tax bill or email address as

provided by the member unless the member has advised the Property Owners Association

of a current address.


​​Bear Paw Home Owners Association     

(BPPOA)

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