| Hunting Hills Homeowners Association |
| BYLAWS OF HUNTING HILLS HOMEOWNERS ASSOCIATION |
ARTICLE I. NAME
The name of this association is Hunting Hills Homeowners Association.
ARTICLE II. OBJECTS AND PURPOSES
Section 1. This association is a nonprofit organization.
Section 2. The purposes for which this organization is formed are to exercise, promote and protect the privileges and
interests of the residents of the subdivision known as Hunting Hills, Roanoke County, Virginia; to foster a healthy
interest in the civic affairs of the community; to develop good citizenship; and to promote and protect the morals,
safety, health, general welfare and recreation of the community, its members and its families.
ARTICLE III. MEMBERSHIP
Section 1. Membership in this association shall consist of residents of Hunting Hills subdivision who have paid dues
and are otherwise in good standing.
Section 2. Memberships shall not be transferable.
Section 3. The association may issue certificates evidencing membership herein.
Section 4. Members shall have voting and other rights only as provided in the Articles of Incorporation.
Section 5. The Annual Meeting of the members of the association shall be held during the fourth quarter of each
calender year. A special meeting of the membership may be held upon the call of any four (4) members of the Board
or upon request of not less than 10 percent of the voting members of the association. Notice of the time and place of
any meeting of the membership (and purpose of the special meeting) shall be mailed to the membership not less than
ten (10) days nor more than thirty (30) days prior to the time of said meeting.
ARTICLE IV. DUES
Section 1. Each member shall pay to the Treasurer of this association annual dues in the amount to be decided at the
annual meeting of this association.
Section 2. Annual dues shall be paid on or before the 31st of January of each calender year.
ARTICLE V. FISCAL YEAR
The fiscal year shall be the calender year commencing January 1 and ending December 31.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. General Powers
The management of this association, except as otherwise provided by law or Articles of Incorporation, shall be vested
in a Board of Directors. Directors shall be members in good standing.
Section 2. Election
The number of Directors shall be at least seventeen; they shall be elected at the annual meeting of this association
and shall be constituted as follows:
1. A minimum of two (2) Directors to serve as Representatives of the six districts as described in Exhibit A
attached.be elected from each of the six (6) districts as described in Exhibit A attached.
2. An Executive Committee of officers comprised of President, President-Elect, Treasurer, Secretary and
Parliamentarian (Immediate Past President).
The Board shall have the right to redistrict and amend Exhibit A from time to time.
Section 3. Term of Office
Each Director elected shall serve a three-year term or until a successor is duly elected.
Section 4. Meetings
The Board of Directors shall meet once each quarter of every calender year at a time agreed upon by the serving
Directors. The first meeting of the forth quarter shall be designated as the Annual Meeting of the Board. A special
meeting of the Board of Directors may be held upon the call of the President or upon request of any four () members
of the Board. Notice of the time and place of any meeting of the Board of Directors (and purpose of any special
meeting) shall be served upon or telephoned to each Director at least twenty-four (24) hours prior to the time of the
meeting or mailed or telegraphed to each Director at his address as it appears on the records of this association at
least four (4) days prior to the time of the meeting.
Section 5. Compensation
No Director shall be entitled to or shall receive any compensation for attendance at meetings of the Board of Directors
or for other services rendered to this association as Director or members of the committee of the Board, except that
travel and other expenses incurred may be reimbursed as allowed by the Board.
Section 6. Quorum
To constitute a quorum at any meeting of the Board of Directors, there shall be present no less than one third (1/3) of
the Directors serving on the Board at the time which number must include at least two Executive Committee members.
A vote cast or action taken by a majority of the Directors present and constituting a quorum at a meeting shall control
in all matters, unless otherwise specified.
Section 7. Committees
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate any special
committee. Such resolution shall designate the composition of the committees, which shall include not less than two (2)
Directors. Committees may include, but shall not be limited to, (1) Finance, (2) Membership, (3) Streets and Lights, (4)
Beautification, (5) Governmental Liaison, and (6) Safety and Security.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors, it shall be filled without undue delay. The person so chosen
shall hold office until the next annual meeting..
Section 9. Removal of Directors
Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of two-thirds
(2/3) of the members of the Board present at any meeting when such motion is properly made.
ARTICLE VII. OFFICERS
Section 1. Election and Office
The association shall have an Executive Committee comprised of President, President-Elect, Treasurer,, Secretary
and Parliamentarian (Immediate Past President). Executive Committee officers shall be elected by the members at the
annual meeting and confirmed by the Board of Directors at its January meeting. The Board of Directors shall elect any
other officers as may be deemed necessary.
Section 2. Term
Unless otherwise proved by the Board of Directors, officers shall serve for a period of one year.
Section 3. Powers and Duties
The officers shall have all such powers and duties as are usual to their respective offices. The President shall be the
chief executive officer of this association and shall normally preside at meetings. In the absence of the President, or in
the event of his/her death, inability or refusal to act, the President-Elect 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. The Secretary
shall keep minutes of the proceedings of its members, Board of Directors, and any committees having authority of the
Board of Directors; and shall keep a record of the names and addresses of its members. The Treasurer shall collect
all dues, make all disbursements and provide periodic accounting of all revenues and disbursements. The immediate
Past President shall serve as Parliamentarian and chair a committee to amend the Bylaws from time to time as
requested by the Board of Directors.
Section 4. Vacancies
Any vacancy occurring in any office, however, caused, may be filled by the Board of Directors and the term of any
officer so selected shall be until the next Annual Meeting.
Section 5. Removal of Officers
Any one or more of the officers may be removed either with or without cause, at any time, by a vote of two-thirds (2/3)
of the members of the Board present at any meeting upon a properly seconded motion made by a member of the
Board.
ARTICLE VIII. GENERAL PROVISIONS
Section 1. Indemnification Against Liability
The association shall, to the extent permitted by law and VA Code, 13.1-205.1, indemnify and hold harmless each
person who shall serve at any time as Director, officer, employee or agent of the association from and against any and
all claims and liabilities to which such person shall become subject by reason of his having been a Director, officer,
agent or employee of the association or by reason of any action alleged to have been taken or omitted by him in such
capacity and shall reimburse each such person for all expenses (including attorneys' fees), judgement, fines and
amounts paid in settlement actually and reasonable incurred by him in connection with such action, proceeding for suit
if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the
association, and with respect to any criminal action or proceedings, had no reasonable cause to believe that his
conduct was unlawful.
Section 2. Amendments
The Bylaws of this association may be altered, amended or rescinded and new Bylaws may be adopted by the Board
of Directors upon a affirmative vote of two-thirds (2/3) of the members of the Board of Directors upon at least thirty
(30) days notice prior to the meeting at which the proposed amendments are to be considered for adoption.
Section 3. Parliamentary Procedure
Robert's Rules of Order, Newly Revised, shall be the parliamentary authority where applicable and where there is no
conflict between said rules and the Bylaws of this association.
Section 4. Execution of Papers.
Except where otherwise authorized by the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted and endorsed by the association over $500 shall be signed by
either the President or President-Elect together with the Treasurer of the Board.
Section 5. Order of Business
As all meetings of the association and of the Board of Directors, the order of business shall be as follows determined
by the President and will include, but not be limited to, the following:
A. Reading of minutes of immediate prior meeting for information and approval;
B. Treasurer's Report;
C. Reports of Officers;
D. Reports of committees;
E. Election of Directors (only at annual membership meeting;
F. Unfinished business
G. New business
H. Reading and approval of minutes of meeting just held, if requested.
Date adopted: APRIL 12, 2007
SIGNED /s/Gary Powers, President
SIGNED/s/Linda Habermann, Secretary
The name of this association is Hunting Hills Homeowners Association.
ARTICLE II. OBJECTS AND PURPOSES
Section 1. This association is a nonprofit organization.
Section 2. The purposes for which this organization is formed are to exercise, promote and protect the privileges and
interests of the residents of the subdivision known as Hunting Hills, Roanoke County, Virginia; to foster a healthy
interest in the civic affairs of the community; to develop good citizenship; and to promote and protect the morals,
safety, health, general welfare and recreation of the community, its members and its families.
ARTICLE III. MEMBERSHIP
Section 1. Membership in this association shall consist of residents of Hunting Hills subdivision who have paid dues
and are otherwise in good standing.
Section 2. Memberships shall not be transferable.
Section 3. The association may issue certificates evidencing membership herein.
Section 4. Members shall have voting and other rights only as provided in the Articles of Incorporation.
Section 5. The Annual Meeting of the members of the association shall be held during the fourth quarter of each
calender year. A special meeting of the membership may be held upon the call of any four (4) members of the Board
or upon request of not less than 10 percent of the voting members of the association. Notice of the time and place of
any meeting of the membership (and purpose of the special meeting) shall be mailed to the membership not less than
ten (10) days nor more than thirty (30) days prior to the time of said meeting.
ARTICLE IV. DUES
Section 1. Each member shall pay to the Treasurer of this association annual dues in the amount to be decided at the
annual meeting of this association.
Section 2. Annual dues shall be paid on or before the 31st of January of each calender year.
ARTICLE V. FISCAL YEAR
The fiscal year shall be the calender year commencing January 1 and ending December 31.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. General Powers
The management of this association, except as otherwise provided by law or Articles of Incorporation, shall be vested
in a Board of Directors. Directors shall be members in good standing.
Section 2. Election
The number of Directors shall be at least seventeen; they shall be elected at the annual meeting of this association
and shall be constituted as follows:
1. A minimum of two (2) Directors to serve as Representatives of the six districts as described in Exhibit A
attached.be elected from each of the six (6) districts as described in Exhibit A attached.
2. An Executive Committee of officers comprised of President, President-Elect, Treasurer, Secretary and
Parliamentarian (Immediate Past President).
The Board shall have the right to redistrict and amend Exhibit A from time to time.
Section 3. Term of Office
Each Director elected shall serve a three-year term or until a successor is duly elected.
Section 4. Meetings
The Board of Directors shall meet once each quarter of every calender year at a time agreed upon by the serving
Directors. The first meeting of the forth quarter shall be designated as the Annual Meeting of the Board. A special
meeting of the Board of Directors may be held upon the call of the President or upon request of any four () members
of the Board. Notice of the time and place of any meeting of the Board of Directors (and purpose of any special
meeting) shall be served upon or telephoned to each Director at least twenty-four (24) hours prior to the time of the
meeting or mailed or telegraphed to each Director at his address as it appears on the records of this association at
least four (4) days prior to the time of the meeting.
Section 5. Compensation
No Director shall be entitled to or shall receive any compensation for attendance at meetings of the Board of Directors
or for other services rendered to this association as Director or members of the committee of the Board, except that
travel and other expenses incurred may be reimbursed as allowed by the Board.
Section 6. Quorum
To constitute a quorum at any meeting of the Board of Directors, there shall be present no less than one third (1/3) of
the Directors serving on the Board at the time which number must include at least two Executive Committee members.
A vote cast or action taken by a majority of the Directors present and constituting a quorum at a meeting shall control
in all matters, unless otherwise specified.
Section 7. Committees
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate any special
committee. Such resolution shall designate the composition of the committees, which shall include not less than two (2)
Directors. Committees may include, but shall not be limited to, (1) Finance, (2) Membership, (3) Streets and Lights, (4)
Beautification, (5) Governmental Liaison, and (6) Safety and Security.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors, it shall be filled without undue delay. The person so chosen
shall hold office until the next annual meeting..
Section 9. Removal of Directors
Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of two-thirds
(2/3) of the members of the Board present at any meeting when such motion is properly made.
ARTICLE VII. OFFICERS
Section 1. Election and Office
The association shall have an Executive Committee comprised of President, President-Elect, Treasurer,, Secretary
and Parliamentarian (Immediate Past President). Executive Committee officers shall be elected by the members at the
annual meeting and confirmed by the Board of Directors at its January meeting. The Board of Directors shall elect any
other officers as may be deemed necessary.
Section 2. Term
Unless otherwise proved by the Board of Directors, officers shall serve for a period of one year.
Section 3. Powers and Duties
The officers shall have all such powers and duties as are usual to their respective offices. The President shall be the
chief executive officer of this association and shall normally preside at meetings. In the absence of the President, or in
the event of his/her death, inability or refusal to act, the President-Elect 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. The Secretary
shall keep minutes of the proceedings of its members, Board of Directors, and any committees having authority of the
Board of Directors; and shall keep a record of the names and addresses of its members. The Treasurer shall collect
all dues, make all disbursements and provide periodic accounting of all revenues and disbursements. The immediate
Past President shall serve as Parliamentarian and chair a committee to amend the Bylaws from time to time as
requested by the Board of Directors.
Section 4. Vacancies
Any vacancy occurring in any office, however, caused, may be filled by the Board of Directors and the term of any
officer so selected shall be until the next Annual Meeting.
Section 5. Removal of Officers
Any one or more of the officers may be removed either with or without cause, at any time, by a vote of two-thirds (2/3)
of the members of the Board present at any meeting upon a properly seconded motion made by a member of the
Board.
ARTICLE VIII. GENERAL PROVISIONS
Section 1. Indemnification Against Liability
The association shall, to the extent permitted by law and VA Code, 13.1-205.1, indemnify and hold harmless each
person who shall serve at any time as Director, officer, employee or agent of the association from and against any and
all claims and liabilities to which such person shall become subject by reason of his having been a Director, officer,
agent or employee of the association or by reason of any action alleged to have been taken or omitted by him in such
capacity and shall reimburse each such person for all expenses (including attorneys' fees), judgement, fines and
amounts paid in settlement actually and reasonable incurred by him in connection with such action, proceeding for suit
if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the
association, and with respect to any criminal action or proceedings, had no reasonable cause to believe that his
conduct was unlawful.
Section 2. Amendments
The Bylaws of this association may be altered, amended or rescinded and new Bylaws may be adopted by the Board
of Directors upon a affirmative vote of two-thirds (2/3) of the members of the Board of Directors upon at least thirty
(30) days notice prior to the meeting at which the proposed amendments are to be considered for adoption.
Section 3. Parliamentary Procedure
Robert's Rules of Order, Newly Revised, shall be the parliamentary authority where applicable and where there is no
conflict between said rules and the Bylaws of this association.
Section 4. Execution of Papers.
Except where otherwise authorized by the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted and endorsed by the association over $500 shall be signed by
either the President or President-Elect together with the Treasurer of the Board.
Section 5. Order of Business
As all meetings of the association and of the Board of Directors, the order of business shall be as follows determined
by the President and will include, but not be limited to, the following:
A. Reading of minutes of immediate prior meeting for information and approval;
B. Treasurer's Report;
C. Reports of Officers;
D. Reports of committees;
E. Election of Directors (only at annual membership meeting;
F. Unfinished business
G. New business
H. Reading and approval of minutes of meeting just held, if requested.
Date adopted: APRIL 12, 2007
SIGNED /s/Gary Powers, President
SIGNED/s/Linda Habermann, Secretary
