ARTICLE I — NAME AND DEFINITIONS

Section 1

The name of this organization shall be Lake Front Royal Property Owners Association (LFRPOA), Incorporated hereinafter called the Corporation.

Section 2

The Articles of Incorporation of this Corporation, approved January 8, 1974 by the Virginia State Corporation Commission shall hereinafter be called the Articles.

Section 3

The Protective Covenant, Conditions, Reservation, and Restriction, Lake Front Royal, September 2, 1992, and of record in the office of the Clerk of the Circuit Court of Warren County, Virginia, as running with and binding the land, shall hereinafter be called the covenants.

Section 4

The Rules and Regulations, and Architecture Guidelines, are two documents separate from but empowered by these by-laws and the Covenants are running with and binding the land and may be amended from time to time by the Board of Directors and the appropriate Committee on the Board of Directors.

Section 5

A majority vote is defined as 1 vote more than 50% of the votes cast.

ARTICLE II — PURPOSES AND POWERS

Section 1

The Purposes and powers of this Corporation are as stated in Articles I, II, and III of the Articles and as stated in the Covenants.

Section 2

The Corporation is bound by the current Virginia Property Owners Association Act. The Lake Front Royal Property Owners Association does not supersede Virginia Law.

ARTICLE III — MEMBERSHIP

Section 1

Requirements for membership in the Corporation are as stated in Section (c) of the Articles relating to maintenance fees having been consummated, the provision of the Articles pertinent to membership are here by placed in force.

Section 2

Membership voting rights shall be automatically suspended when a member is in arrears as to payment of maintenance or any other fees owed to the corporation.

Section 3

When the Board of Directors establish and publish rules and regulations governing the use of common properties and facilities and the personal conduct of any persons thereon, they may at their discretion suspend the membership rights and privileges of any person for violation of such rules and regulation by the person, a member of the family or his guest, for a period not to exceed thirty (30) days. At its discretion, the Board of Directors may enforce such suspension, if violated, by preferring charges or unlawful trespass in the appropriate court against the offender.

Section 4

A member in good standing is a member who is current with payment owed to the Corporation and who is not under suspension under any of the provisions of the Articles.

ARTICLE IV — VOTING RIGHTS

Section 1

The voting rights of members are defined in Article III of the Articles.

Section 2

Voting rights may be exercised only by members in good standing.

ARTICLE V — BOARD OF DIRECTORS POWERS AND DUTIES

Section 1

The establishment, initial composition, terms of office of directors, and authority to manage the affairs of the Corporation are established in Article V, Section 6 and Article VII, Section 3 of these bylaws.

Section 2

The number of Directors constituting the Board of Directors shall be five. Each director shall serve a two-year term. There shall be three vacancies on the odd years and two vacancies on the even years.

Section 3

Vacancies occurring on the Board of Directors after the annual meeting shall be filled by a majority vote of the remaining Directors. A Director so elected shall hold office during the un-expired term of his/her predecessor.

Section 4

Nominations of candidates to fill the three or two regular annual vacancies for two-year terms on the Board of Directors shall be made by the Nominating Committee (see Article VII, Section 6 of these by-laws).

Section 5

Annual elections to the Board of Directors shall be by those members present at the annual meeting or having cast an absentee ballot. Only votes cast by members in good standing will be counted. Members shall be entitled to one vote for each lot in which they hold the interest required for membership.

Section 6

The Board of Directors shall have the authority to: (a) call special meetings of Corporation members… (h) in the event of three absences by any member of the Board of Directors, to declare the office of said Director vacant during the meeting at which such third absences shall occur, excused absences exempted.

Section 7

The Board of Directors shall not have the authority to levy special assessments; special assessments must have the approval of a majority of votes cast in person or by mail ballot, at a meeting called for that reason, as set out in Article I section 5 (21 September 2002).

Section 8

It shall be the duty of the Board of Directors: (a) to keep complete records and provide a newsletter with the annual financial statement and proposed next-year budgets (POA and Sanitary District); (b) to supervise officers/agents/contractors; (c) to maintain a roster of all owners; (d) to make records available for inspection; and (e) to prepare an approved budget prior to the new fiscal year.

ARTICLE VI — CORPORATE MEETING’S

Section 1

A regular meeting of the Board of Directors shall be held no less frequently than quarterly, time and place to be decided by the President.

Section 2

The Annual Corporation membership meeting shall be held during the month of November or December in compliance with Article V of the by-laws.

Section 3

An agenda, together with the notice of the meeting, shall be posted prior to any meeting.

Section 4

Executive meetings of the Board of Directors… ten (10) or more days’ notice… or waiver.

Section 5

A majority of the Board constituting a quorum (three members) decides questions at board meetings.

Section 6

The annual nominations mailed by the Board constitute official notice of the regular annual meeting. Special meeting notices shall be mailed at least seven (7) days prior.

Section 7

Order of business: (a) Call to order; (b) Minutes; (c) Election of Board; (d) Reports; (e) New & Unfinished Business; (f) Adjournment.

Section 8

Minutes are the legal record; include date/place/time/type, attendance, and be posted within 30 days. Approval by motion/second/vote; amendments approved subsequently; approved minutes signed; minutes made available to all members.

Section 9

Executive meetings of the Board of Directors shall be held when called by any officer who is a member of the Board or by any two members of the Board with ten (10) days’ notice or waiver.

ARTICLE VII — OFFICERS

Section 1

Officers: President, Vice-President, Secretary, Treasurer. Officers are Board members and on the Sanitary District Advisory Committee.

Section 2

Officers are chosen annually by majority vote at the first Board meeting after annual elections.

Section 3

Officers hold two-year terms; no more than two successive years in the same office unless extended by two-thirds vote of all Directors.

Section 4

President duties include presiding, implementing orders, signing/countersigning binding instruments; checks may be countersigned by any other officer in addition to the Treasurer.

Section 5

Vice-President acts in the President’s absence and chairs the Articles, Covenants, and By-Laws Committee.

Section 6

Secretary keeps minutes, maintains official records, roster, provides notices, manages the Corporate Seal, and performs customary duties.

Section 7

Treasurer receives/deposits funds, disburses per Board resolution/budget, co-signs checks, keeps books, reports status, manages owner rosters and fee statements, and other typical duties.

ARTICLE VIII — COMMITTEES

Section 1

Standing Committees: Architectural; Articles, Covenants, and by-laws; Roads; Buildings, Grounds, and Safety; Nominating; Temporary Committee(s) (optional).

Section 2

Architectural Committee: Director chair + up to two members; drafts/enforces Architectural Guidelines.

Section 3

Articles/Covenants/By-Laws Committee: VP as chair + at least two members; studies and enforces covenants and recommends changes.

Section 4

Roads Committee: Director chair + up to two members; maintains roads/rights-of-way within policy and budget.

Section 5

Buildings, Grounds, and Safety Committee: Director chair + up to two members; maintains non-road facilities and proposes safety rules.

Section 6

Nominating Committee: Director not seeking re-election as chair + two members; studies candidates and prepares slate by end of July.

Section 7

President may appoint temporary committees with Board concurrence.

ARTICLE X — FEES, FINANCIAL DATES AND PERIODS

Section 1

Fiscal year: January 1–December 31. County assessed values on January 1 inform county taxes and Sanitary District fees.

Section 2

LFRPOA and Sanitary District fees are currently $300 + $0.05 per $100 of assessed improvements, collected by the County in June and December. LFRPOA budgeted corporate fees are also collected by the County and paid to LFRPOA. Fees may increase per community needs/CIP.

Section 3

Fee increases above CPI require a majority vote at an annual/special meeting. Members in good standing may vote in person or by mail.

Section 4

Delinquent fees bear interest/penalties at Virginia tax rates; collection costs, lien fees, returned check fees, and reasonable attorney’s fees may be added. Usage of common areas does not waive liability. Non-perkable lot fees defined by Board with county documentation required.

Section 5

New Construction Fee: paid to County zoning for road repairs per Architectural Guidelines; nonpayment may result in a lien at owner’s expense.

Section 6

Short-Term Lease Fee: LFRPOA follows Warren County § 180-56.4. LFRPOA recommends disapproval; if a CUP is granted, a $2,500 annual fee to LFRPOA is required.

ARTICLE XI — EMERGENCY RESERVE FUND

Section 1

Establish a $10,000 Emergency Reserve Fund for unforeseen emergencies (e.g., damage to common property).

Section 2

Add at least 10% of all road/facilities fees annually until the fund reaches $10,000.

Section 3

Maintain the fund in a separate interest-bearing account.

Section 4

Three of four board members must approve any emergency withdrawal.

Section 5

If used, continue contributions until the balance returns to $10,000.

ARTICLE XII — CORPORATION SEAL

Section 1

Seal: circular; “Lake Front Royal Property Owners Association, Incorporated” around circumference and “Corporate Seal” in center.

Section 2

The Secretary keeps the seal.

ARTICLE XIII — REPEAL, ADOPTION AND AMENDMENTS

Section 1

Amends By-Laws adopted between 1973 and 2022 as listed.

Section 2

May be amended by mail ballot majority of members in good standing or by majority at a meeting called for that purpose with 14-day written notice.

Section 3

Provisions governed by Articles or Covenants may be amended only as provided in those documents.

Section 4

Amendments become effective 60 days after the affirmative vote.

ARTICLE XIV — CODE OF ETHICS, DUTY OF CARE

Preface on protecting members’ homes, unity of the Board, and property value/enjoyment; commitment to honesty, fairness, equity, and high ethical standards.

Sections 1–18

Board pledges to protect/promote association interests while treating all parties fairly; preserve confidentiality; competently manage property; exercise due diligence; avoid conflicts/commissions; segregate association funds; favor written contracts; avoid discrimination; refrain from false statements; comply with law where in conflict; cooperate with investigations; removal for violations by Board majority vote.

ARTICLE XV — Fiscal Duties of the Board of Directors

Unless more stringent standards apply, the Board shall quarterly reconcile operating and reserve accounts, compare actual reserve revenues/expenses to budget, review bank statements, and present income/expense statements. Two signatures are required to withdraw reserve funds. Reserve funds are restricted to repair/restoration/replacement/maintenance (or related litigation); temporary transfers to operating require written findings, a repayment plan (within one year unless delayed in the association’s best interests), prudent fiscal management, and member notification with quarterly accounting availability.

ADOPTED