(ADDITIONAL REVISIONS TO BE VOTED ON @ DEC. POA MEETING)
GLEBE HARBOR/CABIN POINT PROPERTY OWNERS ASSOCIATION
BY-LAWS
As amended by the Membership through August 27, 2011
ARTICLE 1
OFFICES
Section 1: The offices of the Glebe Harbor-Cabin Point Property Owner’s Association, Inc.,
hereafter referred to as the POA, shall be in the Clubhouse of the Association, 751 Glebe Harbor
Drive, Montross, Virginia 22520.
Section 2: The office of the registered agent of the POA shall be in the Clubhouse of the
Association or may be changed to the residence or office of a succeeding registered agent in the
Commonwealth of Virginia by a majority vote of the Board of Directors and in compliance with the
provisions of Chapter 10 of Title 13.1 of the Code of Virginia.
ARTICLE II
BOARD OF DIRECTORS
Section 1: The Board of Directors exercises the authority and power of the POA, sets its objectives
and policies in consonance with its Articles of Incorporation and these By-laws, and attends
generally to its management, operation and finances. The Board derives its authority and powers
from the Virginia Statutes except as they are limited by the Membership of the POA. There are
limitations on the Board’s power to act on matters relating to the buying or selling of real property:
pledging or mortgaging POA assets; and to investing POA assets. These actions require approval of
the general Membership of the POA and specific details are listed in the Articles of Incorporation.
Section 2: The Board shall consist of nine (9) Directors each of whom shall be elected by the
Membership eligible to vote. Any Full Member or any Designated Member eighteen (18) years of
age or older who principally resides with a Full Member may be nominated to serve as a director or
officer. Three (3) Directors shall be elected annually by the Membership eligible to vote at the
annual meeting to serve a term of three (3) years. Members of the Board have responsibility for
attending all regularly scheduled meetings of the Board unless excused by the President.
Section 3: The Board may provide for committees of Members with specified duties and powers.
The Board shall be responsive to the desires and recommendations of the Membership and shall
adopt and annually publish such rules or regulations as may be necessary to effectively accomplish
the purposes for which the POA is organized.
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Section 4: Members of the Board may be removed from office whenever, in the judgment of the
Membership, the best interest of the POA will be served thereby. Such action can be taken at any
general or special meeting of the Membership at which a quorum is present and provided that the
proposed action to remove a member is stated in the call of the meeting. The vote required for
removal will be by simple majority vote of the Members present at the meeting whether in person or
by proxy.
ARTICLE III
OFFICERS AND COMMITTEES, DUTIES AND POWERS
Section 1: The President. The President:
shall call and preside at the meetings of the POA and the Board of Directors;
shall appoint and may remove, with the approval of the Board, all chairmen and committee
members of all standing and special committees;
shall be, ex officio, a member of all committees, and shall be entitled to vote in committee
meetings;
shall present a written annual report to the Membership and the annual meeting and
shall be bonded at the expense of the POA.
Section 2: The First Vice-President. The First Vice-President:
shall have and exercise all the powers, authority and duties of the President during the
President’s absence or inability to act;
shall also act as an assistant to the President;
shall oversee the care and maintenance of all of the POA facilities and shall chair the
facilities committee and
shall be bonded at the expense of the POA.
Section 3: The Second Vice-President. The Second Vice-President:
shall have and exercise all the powers, authority and duties of the President during the
President’s and First Vice-President’s absence or inability to act;
shall chair or appoint the Chairman of the Membership Committee;
shall develop and administer the Membership application and renewal processes;
shall oversee the maintenance of the Membership records and develop new record keeping
systems as may be required;
shall make recommendations to the Board relating to the classes of and eligibility for
Membership;
shall recommend policies concerning the rights, privileges and responsibilities of Members;
shall coordinate with the Board to develop Membership campaigns and promotions and
shall be bonded at the expense of the POA.
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Section 4: The Secretary. The Secretary:
shall keep the minutes of all meetings of the Board, of the Membership, and any other
meetings which the Secretary is designated by the president to attend;
shall, within thirty (30) days, post or have posted the approved minutes on the GH/CP
Website;
shall give notices of meetings, have custody of and affix the Corporation seal, and archive
the minutes of all meetings of the Standing Committees;
shall perform all of the duties incident to the office of the Secretary and
shall be bonded at the expense of the POA.
Section 5: The Treasurer. The Treasurer:
shall receive, disburse, and have custody of all funds and securities of the POA and shall
keep clear and adequate records of the financial transactions of the POA;
shall perform all acts incident to the position of the Treasurer, subject to the control of the
Board and make such other reports for distribution to the Membership; maintain the
statement of financial condition on a monthly basis; make financial records available for
audit at the direction of the Board;
shall be the chairman of the finance committee;
shall prepare the annual budget and reserve study and recommend changes thereto during
the operating year and
shall be bonded at the expense of the POA.
STANDING COMMITTEES
Section 1: Standing Committees. Certain standing committees established by the Board may
continue from year to year and their actions shall be regularly reported to the Board. Such reports
shall become part of the official minutes of the Association maintained by the Secretary.
Section 2: Finance Committee. The Finance Committee shall be responsible for:
developing and presenting to the Board, recommendations for short and long range financial
plans of the POA;
reviewing the accounting system and recommending changes thereto and
advising the Treasurer and the Board on investment, loans and other matters related to the
finances of the POA.
assisting the Treasurer in the Development and preparation of the annual operation and
reserve budgets and the reserve study.
Section 3: Membership Committee. The Membership Committee operates under the cognizance
of the Membership Chairman and shall:
assist the Second Vice-President with the duties specified above;
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assist with the review of Membership applications as relates to the eligibility of the applicant
for Membership and the applicant’s payment all fees, dues, penalties, and assessments
required under the By-laws.
Section 4: Facilities Committee. The Facilities Committee operates under the cognizance of the
First Vice President and shall be responsible for:
developing and presenting to the Board recommendations for the maintenance, repair,
modification or additions to the facilities owned or leased by the POA;
the timely provision of cost estimates to the Finance Committee for inclusion in short and
long range financial plans, and in the annual and operating budgets prepared by the Finance
Committee;
maintaining appropriate records of real property, personal property and equipment owned or
leased by the POA;
recommendations for financial reserves for replacement of worn out or obsolete equipment
and facilities. It shall be responsible for overseeing the operation, repair, modifications or
additions of the POA facilities including its land, buildings and equipment.
SPECIAL ASSISTANTS
Section 1: Special Assistants. The President, with the approval of the Board is authorized and
empowered to appoint from among the Membership, assistants to any officers, board members or
committees, when necessary for the proper performance of their assigned duties.
ARTICLE IV
MEETINGS
A. CORPORATE MEETINGS
Section 1: Meetings; Annual and General: There shall be an annual meeting of the POA during
the month of April at a time and place designated by the Board within Westmoreland County. There
shall be three (3) general meetings of the Membership each year, unless prior notice of cancellation
is given. One of these must be the annual meeting. The other two regular meetings of the
Membership generally will be scheduled during the summer and fall seasons, the dates and times of
the meetings to be announced as provided in Section 3 below. The fall meeting shall be a general
membership/budget meeting.
Section 2: Special Meetings: Special meetings of the POA may be called at any time by the
President, or by four (4) members of the Board, acting jointly without the President; or shall be
called by the President upon written application of thirty (30) Members, providing the application
includes a statement of the purpose of the meeting and is submitted to the Secretary at least twenty4
one (21) days in advance of the meeting. No business other than that stated in the notice shall be
conducted at such special meetings.
Section 3: Notice: The Board shall give notice of any POA meeting of Members, or any other
special meetings, either by first class mail or by e-mail (if elected by the Member). Notice will
include the date, time, place and purpose of each meeting. Such notice shall be postmarked (or
electronically transmitted) no less than ten (10) nor more than sixty (60) days before the meeting
date except that notice of a Members' meeting to act on an amendment of the articles of
incorporation, a plan of merger, domestication, a proposed sale of assets or the dissolution of the
POA shall be given not less than twenty-five (25) nor more than sixty (60) days before the meeting
date. The Board is required to give notice only to Members entitled to vote at the meeting. The
record date for determining Members entitled to notice of and to vote at an annual or special
meeting is the day before the effective date of the notice to Members.
Section 4: Quorum: A quorum shall consist of ten (10) percent of the Members in good standing,
represented by Members, designated Member or by proxies, who are eligible to vote on a matter
under consideration. All designations of proxies must be in writing in a form approved by the
Board. All proxies must be filed with the Secretary prior to the opening of the meeting.
B. BOARD MEETINGS
Section 1: Regular Monthly Meetings: The Board shall set a schedule of regular monthly
meetings and inform the Membership of the dates, time and place of such meetings by posting the
schedule in the clubhouse, on the Association bulletin board(s) and on the GH/CP Website
(ghcppoa.ORG) or other official organ of the Association. Any Member of the Association may
request permission to present a problem or concern to the Board at such meetings.
Section 2: Election of Board Officers: The first meeting of the Board each new fiscal year shall
be held during the month of May following the annual April Membership meeting. At this meeting
the Board will elect the officers specified in ARTICLE III of these By-laws and such other officers
as the Board may deem necessary.
Section 3 : Special Meetings: The President or any three (3) members of the Board may call a
special meeting by notifying all members of the Board at least twenty-four (24) hours in advance
and advising them of the purpose of the meeting.
Section 4: Quorum: A quorum at all meetings shall be a majority of the Board.
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ARTICLE V
ELECTIONS
Section 1: Nomination: At least sixty (60) days prior to the annual meeting of the POA the
President shall appoint a nominating committee which shall consist of five (5) Full Members in
good standing. At least three (3) of the nominating committee shall not be members of the Board.
The nominating committee shall submit a slate of nominees who hold FULL Membership for
election to fill the three (3) expiring terms on the Board at the annual meeting. In addition,
nominees must be submitted from the FULL Membership for each vacancy which the Board has not
filled. Nominations from those who hold FULL Membership may also be made from the floor
provided the person making the nomination has first obtained the consent of the person being
nominated.
Section 2: Commencement of Term: All Directors elected to the Board at the annual meeting shall
take office at the first meeting of the Board, which shall be held during the month of May of the
new fiscal year.
Section 3: Vacancy: Any unexpired vacancy on the Board may be filled by the Board replacing
that member with ratification of the action by a majority of the Membership at its next scheduled
regular meeting. Such elections shall be for the unexpired term of the Director or officer.
ARTICLE VI
MEMBERSHIP
Section 1: Membership Generally: Membership is directly linked to lot ownership and while
there may be multiple Owners and multiple Members associated with any given lot, there may be
only one vote cast for each lot within the Glebe Harbor and the Cabin Point subdivisions.
A. Definitions: Certain terms used in the Membership section and throughout the document
are critical to understanding how the Property Owners Association functions. Those critical terms
are defined below.
1. Owner: Any entity holding the fee title, in any form allowable under Virginia
Statutes (including, but not limited to individual, joint tenancy, tenancy in common, tenancy by the
entirety, trusts, partnerships, corporations, except specifically excluding timeshare ownership) to a
lot located within the Glebe Harbor or Cabin Point Subdivisions is an Owner.
2. Multiple Owners: When more than one person, except those who hold
ownership as tenants by the entirety, holds title to a lot it is a multiple ownership. When the owning
entity includes more than one person or more than one entity owns the lot within the two
subdivisions, then a multiple ownership exists.
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3. Membership: Each Owner is eligible to obtain a Membership through the
process described below. In the case of Multiple Owners, a maximum of three (3) Memberships
may be obtained.
4. Member: This is the Owner or one of the multiple Owners of the lot linked to
the Membership. During general Membership meetings, the Member, or in the absence of the
Member, a Designated Member may vote. At all times, only one vote will be cast per lot. In the
event of a dispute among Owners, Members, or designated Members over who may cast a vote for
the lot, then no vote shall be cast for the lot, however that lot shall be considered present for
purposes of establishing a quorum.
5. Designated Member: The Member may name up to three additional adult (18
years of age or older) individuals, who principally reside with the Owner, to be Designated
Members of the POA. Likewise, the Member may remove a Designated Member from the list of
Designated Members. These Designated Members shall have all the rights and privileges, based on
the class of Membership of the Member with the exception of the right to vote. In the absence of
the Member, the Designated Member may cast the vote for the lot without the necessity of a proxy.
Also, those Designated Members associated with a Full Membership are eligible to serve as a
corporate officer or committee member and may cast votes in fulfillment of their duties as a
corporate officer or committee member during Board or Committee meetings. Individuals
otherwise eligible to be named as a Designated Member may not be named a Designated Member if
the individual is an owner of another lot within Glebe Harbor/Cabin Point.
6. Family Members: Family Members are those persons, named by the Member,
who qualify to be in the Family Unit. If the Member is a full Member, the Family Members have
the right to use all the facilities of the POA. Family Members do not have the right to vote unless
so designated in a properly executed proxy.
7. Family Unit: The “Family Unit” consists of those individuals who are parents,
grandparents, spouses, children, grandchildren or spouses of children or grandchildren and are
related to the Member, either by blood, law or marriage, including half, step, foster, and adoptive
relations. Examples of relationships that are excluded, but not limited to, are siblings, children and
grandchildren of siblings, cousins, uncles, and aunts related to the member either by blood, law or
marriage, including half, step, foster, and adoptive relations. Individuals who otherwise are eligible
to be included in the family unit who are an owner of another lot within Glebe Harbor/Cabin Point
are also excluded, unless they principally reside with the Member.
Section 2. Obtaining Membership by Owner: Obtaining and Renewing a Membership by an
Owner is a three step process:
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1. You must own a lot within the Glebe Harbor or Cabin Point Subdivision.
2. You must make application for Membership to the Membership Chairman on the form
provided, accompanied by funds sufficient to pay the initiation fee1 (if not previously paid)
and the annual dues2 prorated by month for the current year, as provided by Article VII
below, for the class of Membership requested.
3. On an annual basis, the Membership renewal form, completed with the required information,
must be submitted by May 1st together with the current annual dues. Renewals are not
prorated and an additional fee may apply for late payment.
Section 3. Obtaining Membership by Multiple Owners: Multiple owners who principally reside
together may be included in a single Membership following Section 2 above. Otherwise obtaining
and renewing a Membership by a Multiple Owner is a three step process:
1. When a lot within the Glebe Harbor or Cabin Point Subdivision is owned by two
or more parties, a maximum of three owners are eligible to obtain Memberships. It will be strictly
first come first served for obtaining the Memberships which shall have the right of renewal.
Regardless of the number of Owners and Memberships associated with the lot only one vote may be
cast on behalf of that lot. The POA will not participate in any disputes among multiple Owners as
to which of them may obtain the Memberships or which of them may cast the vote for the lot.
When there is a dispute over who has the right to cast the vote for that lot, no vote will be allowed
from the lot, however that lot shall be considered present for purposes of establishing a quorum.
2. You must make application for Membership to the Membership Chairman on the
form provided, accompanied by funds sufficient to pay the initiation fee (if not previously paid) and
the annual dues prorated by month for the current year, as provided by Article VII below, for the
class of Membership requested. A single initiation fee must be paid and each Owner (maximum of
three) wishing to acquire a Membership must pay the annual dues, prorated by month.
3. On an annual basis, the Membership renewal form, completed with the required
information, must be submitted by May 1st together with the current annual dues. Renewals are not
prorated and an additional fee may apply for late payment.
Section 4: Membership Classifications: The Memberships in this POA shall be divided into three
(3) classes: FULL, LIMITED and INACTIVE. The rights of these three classes are as stated
below:
The initiation fee constitutes the purchase of an interest in the Property Owner’s Association (POA) and
all of its facilities.
2 The Annual Dues, set annually by the Board, are to be paid by May 1st. They are used for day to day
operation of the POA, maintenance and repair and improvements to POA facilities, and appropriate
reserves.
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1. Full Membership. A Full Member:
has the right to vote in all elections and on all matters;
is eligible to hold all corporate offices and to serve on and chair all corporate committees;
has the privilege to use all corporate facilities and properties in accordance with the rules
and regulations laid down by the Board of Directors. These rules may require the payment
of fees for the use of specified facilities in addition to the annual dues;
has the privilege of using corporate facilities and properties for the members of his Family
Unit and Guests.
2. Limited Membership. A Limited Member:
has the right to vote in all elections and on all matters (Refer to Article VI, Section 1 with
exclusions as noted.);
has the right to serve on and chair any corporate committee but is not eligible to hold
corporate office or to use corporate facilities or property except on special occasions under
rules adopted by the Board which may require the payment of fees in addition to the annual
dues;
a Limited Membership may be converted to a Full Membership during any year it is current
by submitting payment of the difference between the Full and Limited Membership dues,
prorated by month.
3. Inactive Membership. Whenever a Full or Limited Membership has become
delinquent because the Member has not paid the annual dues or has not paid any
assessments or penalties when due, then that Membership becomes an Inactive Membership.
An Inactive Member has no right to vote, hold office, or use any of the corporate facilities or
properties. To reinstate a Membership, the requestor must make application to the
Membership Chairman and pay all current and back annual dues and outstanding special
assessments. If a Full or Limited Membership has been Inactive for two (2) consecutive
years the initiation fee shall be forfeited. With multiple Memberships, the Initiation fee
shall be forfeited only when all of the Memberships become inactive for two (2) years. The
former Membership and the associated initiation fee, may be reinstated either by (a) paying
all back dues, penalties, fees, special assessments, (charged at the limited membership
level), and the current dues, or (b) by application as a new Member paying a new initiation
fee, any special assessments, and the current dues.
Section 5: Transfer of Membership.
If a Member is the Owner of more than one lot in either of the two subdivisions, he may
transfer his Membership (paid up Initiation Fee and current Annual Dues) to another lot by
advising the Membership Chairman in writing that he wishes to have the change made and
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furnishes the Membership Chairman whatever evidence that may be required to establish his
ownership.
If a Member disposes of his lot ownership by sale, gift, or will, his Membership may be
transferred to the new Owner. Prior to or concurrent with the transfer of the Membership,
any delinquent Annual Dues, fees, assessments, or penalties must be paid. The new Owner
must make application to the Membership Chairman.
A Member may transfer his Membership with credit for the initiation fee and current paid
annual dues to the Owner of another lot by advising the Membership Chairman in writing of
the effective date of the transfer, providing the other Owner makes application for
Membership.
Section 6: Suspension or Expulsion: A Membership may be suspended for cause for a stated
period of time, or expelled from the Membership, by a two-thirds majority of the Board; provided
that before taking this action, those concerned shall be notified in writing of the charges and shall be
given an opportunity for a hearing before the Board. Causes for suspension or expulsion shall
include, but not be limited to: violation of the laws or ordinances of the Federal, State or local
governments, or of the POA By-laws; willful damage or vandalism of any facility owned or leased
by the POA; breach of the rules and regulations of the Association; or un-gentlemanly or unladylike conduct on the premises of the Association. If a Membership is suspended the “use
permits” of all Members and the Family Unit will also be suspended and if the Membership is
expelled all Family Unit “use permits” will terminate. Members of the Family Unit or Designated
Members may have their “use permits” suspended or revoked in the same manner as a Member may
be suspended or expelled, but action on a Member of a Family Unit or Designated Member will not
necessarily result in suspension or expulsion of the Member or suspension or revocation of the “use
permits” of all members of the Family Unit. No refund of dues, initiation or membership fees,
assessments or penalties will be made in the event of suspension or expulsion.
Section 7. Damage or Vandalism: Members are financially responsible for any willful damage or
vandalism to any of the POA facilities, caused by a Member or a guest. The Owner of a lot that is
leased or rented is responsible for any willful damage or vandalism to any of the POA facilities
caused by the renter or members of the renter’s Family Unit or a guest.
Section 8. Change in Status: Members are responsible for keeping the Membership Chairman
informed of any changes in the membership of the Family Unit, any changes of address, cars, boats,
campers or trailers owned, and any changes in the Ownership of the lot on which the Membership is
based.
Section 9. Tenants: A Full Member in good standing may each year transfer the privileges
regarding use of POA facilities to the tenant(s) of the qualifying property. The tenancy must be
long term [at least six (6) months in duration. In transferring these privileges the Owner/Member
relinquishes these privileges, retaining only those normally associated with a Limited Membership.
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The Owner may elect to pay additional annual dues for an additional full Membership and retain
access to and use of POA facilities. The owner always retains the voting right for the lot.
Section 10. Exceptional Situations: Members who believe they have a unique or unusual
situation not addressed by the provisions of these By-laws may appeal to the Membership Chairman
who will consider the case, present the matter to the Board, and notify them promptly of the Board’s
decision.
ARTICLE VII
FINANCIAL MANAGEMENT
Section 1. Budget: The Treasurer shall develop a budget for the Association’s coming fiscal year
based on a current and projected statement of financial condition for approval by the Board. The
budget shall be distributed to the Membership at least twenty-five (25) days prior to the fall general
membership meeting. Membership ratification shall be required if the total budget exceeds the
previous year’s total budget by more than five percent (5%). If the budget is rejected, the Board
may continue to operate and expend funds at a rate consistent with the previous year’s budget until
a new budget is approved.
Section 2. Dues: Annual dues shall be fixed by the Board based upon the budget. The Board shall
set penalties for late payment of dues.
Section 3. Special Assessments: It is the responsibility of the Board to maintain the existing
physical plant and assets of the Association. Should any unusual financial requirements arise that
are necessary for such maintenance and are not included in either the budget or the reserve account,
the Board has the authority to address these requirements by special assessment levied upon the
Membership unless other methods, such as a loan, are found that will satisfy the needs.
Section 4. Maximum Spending Authority: Any expansion, replacement, or improvements to the
facilities exceeding ten thousand dollars ($10,000.00), which can be deferred without incurring
additional damage, shall be presented at a Membership meeting for consideration and approval
Section 5: Signature Authority: All agreements, contracts, deeds, leases, checks and other
instruments of the POA for expenditures or obligations shall be executed by any two officers as
designated in writing by the Board.
Section 6. Fees:
1. Usage Fees: The Board shall establish fees and rules for the use of Association facilities
and assets, and publish them in “The Rules and Fees for Facilities Usage” document.
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2. Transfer Fees: The POA shall assess a transfer fee to cover the administrative cost of
Transfers of Membership.
3. Initiation Fee: The Board shall recommend changes to the initiation fee when, in their
judgment, any change is advised. Such recommendation shall be presented to the
Membership for ratification or modification at any general membership meeting. Notice
of a proposed change shall be given to the Membership at least twenty-five (25) days prior
to the meeting.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS
Each person who acts as a Director, Officer, Committee Chairman, or Member of a Committee
of the POA shall be indemnified by the POA against all claims, liabilities, judgments, settlements,
costs, and expenses, including attorney fees imposed upon or reasonably incurred by him or her in
connection with or resulting from any action, suit, proceeding or claim to which he or she is or may
be made a party by reason of his or her being or having been a Director, Officer, Committee
Chairman, or member of a committee referred to serving or having served as noted above whether
or not he or she is acting as such, at the time such costs or expenses are imposed or incurred, and in
event of his or her death shall extend to their legal representatives.
ARTICLE IX
AMENDMENTS
Section 1: These By-laws may be amended by a majority vote of Members present at any regular
meeting of the Association or any special meeting called for that purpose, provided that notice of
such meeting together with a statement of the proposed amendments(s) shall be given by the
Secretary to every Full and Limited Member not less than twenty-five (25) days nor more than sixty
(60) days in advance of the meeting.
Section 2: Proposed amendments may be initiated by the Board and shall comply with the notice
requirements in Section 1 above. Proposed amendments may also be submitted by the membership
upon signed application of a minimum of fifty (50) Members submitted to the Secretary at least
fifty (50) days in advance of the meeting at which the amendments are to be considered.
Section 3: Approved changes to By-laws shall be disseminated to the Members within twenty-five
(25) days of adoption.
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