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Article I - Offices		Article V - Contracts, Loans, and Deposits
Article II - Purpose		Article VI - Members
Article III - Directors and Officers		Article VII - Meetings of the Members
Article IV - Meetings of the Board		Article VIII - General Provisions
Covenants

1. Name: The name of the Corporation shall be Property Owners Association of Stoneridge and Sedgefield, Inc.
   
2. Principal Office: The principal office of the Corporation shall be located at the address of the residence of the President of the Association.
   
3. Registered Office: The registered office of the Corporation shall be located at the address of the residence of the President of the Association.
   
4. Other Offices: The Corporation may have offices at such other places within the State of North Carolina as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.
   

1. General Welfare: The Corporation is formed to promote the general welfare of property owners of the community within the meaning of Section 501 (4) of the Internal Revenue Code of 1954, as amended, and in this connection:
   
   • a. To foster and advance matters of interest to the property owners of Stoneridge and Sedgefield Subdivisions in Orange County, North Carolina, as such matters affect the quality of life enjoyed by the residents of Stoneridge and Sedgefield; and
     
   • b. To do all and anything necessary, suitable, expedient, or proper to accomplish that end or to attain any of the objects herein enumerated or incident to the powers herein named or to attain any object that at any time appears conductive to or expedient for the protection and benefit of the Corporation, with all the powers now or hereafter conferred by the laws of North Carolina on corporations of like character.
2. Non-Profit: The Corporation is not formed for the pecuniary profit or financial gain of its directors, except as permitted under the Non-Profit Corporation Act.

1. General Powers: The business and affairs of the Corporation shall be managed by the Board of Directors.
   
2. Number and Qualifications: The Board shall consist of nine directors, who must be members in good standing of the Association. The nine directors are five officers & the President.
   
3. President: The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the members of the Board of Directors. Subject to the direction and control of the Board of Directors, he or she shall have general charge and authority over the business of the Corporation. He or she shall make reports regarding the business of the Corporation. He or she shall make reports regarding the business and activities of the Corporation for the preceding fiscal year to the members at each annual meeting. He or she shall sign with any other proper office certificates for membership of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall succeed to the office of Past President when the President's term ends.
   
4. Vice President: The Vice President shall, during the term of the President, perform the duties of the President in his or her absence or during his or her disability to act. In general, the Vice President shall perform all duties incident to the office of Vice President and such other duties as may be prescribed by the Board of Directors from time to time. The Vice President shall succeed to the office of President when the President's term ends.
   
5. Past President: The Past President shall perform all duties incident to the office of Past President and such other duties as may be prescribed by the Board of Directors from time to time.
   
6. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit, or disburse them under the direction of the Board of Directors. He or she shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operation, all in reasonable detail, to be made and filed within three months after the end of such fiscal year. In general, he or she shall perform all duties incident to the office of Treasurer and such other duties as may be prescribed by the Board of Directors from time to time.
   
7. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and of the Board of Directors. He or she shall give all notices required by law of these bylaws and shall have general charge of the corporate books and records of the Corporation and of the corporate seal. He or she shall affix the corporate seal to any lawfully executed instrument requiring it. He or she shall keep the record of members showing the name and address of each member. He or she shall sign such instruments as may require his or her signature and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Directors from time to time.
   
8. Election and Term of Directors: The directors shall be elected in years and for terms as follows:
   • a. In 1987 and subsequent odd-numbered years, four directors for terms as follows:
     • i. Vice President, three years (first year as Vice President, second year as President, third year as Past President)
     • ii. Treasurer, two years
     • iii. Director from Stoneridge I, two years
     • iv. Director 1 from Stoneridge II, two years.
   • b. in 1988 and subsequent even-numbered years, four directors for terms as follows:
     • i. Vice President, three years (first year as Vice President, second year as President, third year as Past President)
     • ii. Secretary, two years
     • iii. Director 2 from Stoneridge II, two years
     • iv. Director from Sedgefield, two years.
     Except as provided in Section 9 of this Article, the directors then up for election shall be elected at the annual meeting of the members, and those persons who receive the highest number of votes shall be deemed to have been elected. Members not in attendance at the annual meeting may vote by proxy. The President, with the approval of the Board, shall appoint a Nominating Committee consisting of at least four members in good standing of the Association three months before the election of directors. The Nominating Committee shall prepare a slate of nominees for the offices and directorships to be filled in that year, which shall be delivered to the members two weeks before the election. Additional nominations may be given to the Secretary and must be received no later than one day before the election. Additional nominations may also be made from the floor at the annual meeting. Proxy votes must be received by the Secretary no later than one day before the election.
     Each director shall hold office until the annual meeting indicated by the schedule of years and terms in the preceding paragraph, or until his or her death, resignation, retirement, removal, or disqualification, or until his or her successor is elected and qualified.
9. Vacancies: A vacancy occurring in the Board of Directors may be filled by the majority of the remaining directors, even though less than a quorum, or by the sole remaining director at the next regular meeting of the Board after notification of the vacancy created by an increase in the authorized number of directors shall be filled only by the election at the annual meeting or at a special meeting called for that purpose.
   
10. Compensation: The Board of Directors may not be compensated for their services.
    
11. Removal: Any director may be removed from the Board if he or she fails to attend three consecutive regular meetings of the Board or if he or she is not certified by the Secretary as a member in good standing of the Association. Such removal shall be by affirmative vote or at least two-thirds of the directors.
    
12. Bonds: The Board of Directors may by resolution require any or all officers or employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or employment, and to comply with such other conditions as may from time to time be required by the Board of Directors.
    

1. Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members. The Board may specify by resolution the time and place for holding additional regular meetings.
2. Special Meetings: Special meetings of the Board of Directors may be called by, or at the request of, the President or any two directors. The person or persons calling a special meeting of the Board shall, at least five days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose of the meeting.
3. Waiver: Attendance by a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.
4. Quorum: A majority of the duly elected or appointed and qualified directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
5. Manner of Acting: Except as otherwise provided in this Article, an act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
6. Informal Action: Action taken by a majority of the directors without a meeting is, nevertheless, an action of the board, if written consent to the action is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action is taken.

1. Contracts: The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confiscated to specific instances.
2. Loans: No loans shall be contracted on behalf of the Corporation.
3. Checks and Drafts: All checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers of the Corporation in such manner as shall from time to time be prescribed by the Board of Directors.
4. Deposits: All funds of the Corporation, not otherwise employed, shall be deposited to the credit of the Corporation in such depositories as the Board of Directors shall prescribe.

1. Association Membership: There shall be one class of membership in the Association. Membership is non-transferable. There shall be one membership per property ownership, even when more than one person shares the ownership. Only property owners may become members. A property owner becomes a member in good standing when certified by the secretary to have paid the dues then in effect for the current fiscal year. Dues shall be set by resolution of the Board of Directors. 
2. Property owner shall mean the record owner, whether one or more persons or entities, of a fee simple title to any lot or lots that are part of Stoneridge or Sedgefield Subdivisions in Orange County, North Carolina, including contract buyers, but not including those having such interest merely as security for the performance of obligation.
3. Voting Privileges: Members in good standing shall have all voting privileges. Each membership is entitled to cast one vote. When more than one person shares a membership, the vote for such membership shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any membership.

1. Annual Meeting: An annual meeting of the members of the Association shall be held locally on the third Thursday in April of each year, if not a holiday, but if a holiday, then on the next day following that is not a holiday. The purpose of the annual meeting is to elect directors and to transact other business as may be properly brought before the members.
2. Midyear Meeting: A midyear meeting may be held. If held, it shall be held locally on the third Thursday in October of each year, if not a holiday, but if a holiday, then on the next day following that is not a holiday.
3. Special Meetings: Special meetings of the members may be requested by the Board or by petition of at least one-fourth of the members. The President shall have the meeting locally within thirty days of the request.
4. Notice of Meetings: Written notice of a meeting of members shall be delivered to the members two weeks before the meeting. Such notice must specify the purpose of the meeting.
5. Waiver: Attendance by a member at a meeting shall constitute a waiver of notice of the meeting, except where a member attends the meeting for the express purpose of objecting to the transaction of business because the meeting was not lawfully called.
6. Quorum: The number of members present at a meeting of members, either in person or by proxy, shall constitute a quorum, as long as such number equals or exceeds ten percent of the total membership.

1. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be January 1 through December 31.
2. Amendments to the Bylaws: These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of at least two-thirds of the members of the Association. Amendments may be proposed by the affirmative vote of at least two-thirds of the directors or by petition of at least one-fourth of the members.
3. Dissovling the Corporation: The Corporation may be dissolved by the affirmative vote of at least two-thirds of the directors or by petition of at least one-fourth of the members.

There are five sets of restrictive covenants that apply to our development. When you purchase property here, your attorney should have provided you with a set of covenants at the closing. Despite there being five sets, they are nearly identical. In brief they:

1. Set a minimum structure size.
2. Prohibit commercial activities.
3. Limit one dwelling to a property.
4. Prohibit the division of a single property into two for purposes of constructing another dwelling.
5. Specify the location of outbuildings.
6. Restrict the construction of fences.
7. Restrict the location of buildings to a specific distance from property lines.

The Association Board of Directors is charged with assuring compliance with the provisions of the covenants. Please submit all building plans to the Association Board of Directors for approval.