BY-LAWS OF STEELECHASE HOMEOWNERS ASSOCIATION OF CHARLOTTE, INC.

ARTICLE I
NAME AND LOCATION
The name of the corporation is Steelechase Homeowners
Association of Charlotte, Inc., hereinafter referred to as the
“Association.” The principal office of the corporation shall be
located at Charlotte, North Carolina, but meetings of members and
directors may be held at such places within Mecklenburg County,
North Carolina, as may be designated by the Board of Directors.

ARTICLE II
DEFINITIONS

Section 1. “Association” shall mean and refer to
Steelechase Homeowners Association of Charlotte, Inc., a North
Carolina non-profit corporation, its successors and assigns.
Section 2. “Owner” shall mean and refer to the record
owner, whether one or more persons or entities, of a fee simple
title to any Lot which is a part of the Properties, including
contract sellers and owners of an equity of redemption, but
excluding those having such interest in a lot solely as security
for the performance of an obligation.

Section 3. “Properties” shall mean and refer to the
“Existing Property~ described in Article II, Section l hereof and
any additions thereto, as are or shall become subject to the
Declaration and any Supplementary Declaration under the
provisions of Article II hereof.

Section 4. “Lot” shall mean and refer to any plot of land,
with delineated boundary lines, shown upon any recorded
subdivision map of the Properties, with the exception of any
streets or easements shown on any recorded map. In the event any
lot is increased or decreased in size by resubdivisions, through
recordation of new subdivision plats, any such newly platted lot
shall thereafter constitute a lot for the purposes of the
Declaration.

Section 5. “Declarant” shall mean and refer to Robert ·c.
Rhein Interests, Inc. and shall also mean and refer to any
person, firm or corporation which shall hereafter become vested,
at any given time, with title to two or more undeveloped lots for
the purpose of causing residence building(s) to be constructed

thereon, and any such successor in title to Robert C. Rhein
Interests, Inc. shall be a Declarant during such period of time
as said party is vested with title to two or more such lots so
long as said lots are undeveloped, developed but unconveyed, or
improvements constructed thereon are unoccupied, but only during
such period.

Section 6. “Member” shall mean and refer to every person or
entity who holds membership in the Association.

Section 7. “Common Area” shall mean all real property owned
by the Association for the common use and enjoyment of the Owners
and designated as “Common Open Space,” or “Common Area” or “Green
Space” including, but not limited to, walkways and areas on any
plat of the property described on Schedule A to the Declaration
duly recorded in the Mecklenburg County Public Registry. The
Common Area to be owned by the Association at the time of
conveyance of the first lot is described as follows:
None.

Section 8. “Declaration” shall mean and refer to the
Declaration of Covenants, Conditions and Restrictions for
Steelechase, as amended and supplemented, which is or will be
recorded in the Mecklenburg Public Registry.

ARTICLE III
MEMBERSHIP AND VOTING RIGHTS
Section 1. Every Owner of a Lot which is subject to
assessment shall be a member of the Association. Membership
shall be appurtenant to and may not be separated from ownership
of any lot which is subject to assessment.
Section 2. The voting rights of the membership shall be
appurtenant to the ownership of the lots. There shall be two
classes of lots with respect to voting rights:

(a) Class A Lots. Class A lots shall be all lots
except Class Blots as the same are hereinafter defined. Each
Class A lot shall entitle the Owner(s) of said lot to one (1)
vote. When more than one person owns an interest (other than a
leasehold or security interest) in any lot, all such persons
shall be members and the voting rights appurtenant to said lot
shall be exercised as they, among themselves, determine.

(b) Class B Lots. Class Blots shall be all lots
owned by Declarant which have not been converted to Class A lots
as provided in paragraphs (1) or (2) below. The Declarant shall
be entitled to three (3) votes for each Class Blot owned by
Declarant.

thereon, and any such successor in title to Robert C. Rhein
Interests, Inc. shall be a Declarant during such period of time
as said party is vested with title to two or more such lots so
long as said lots are undeveloped, developed but unconveyed, or
improvements constructed thereon are unoccupied, but only during
such period.

Section 6. “Member” shall mean and refer to every person or
entity who holds membership in the Association.

Section 7. “Common Area” shall mean all real property owned
by the Association for the common use and enjoyment of the Owners
and designated as “Common Open Space,” or “Common Area” or “Green
Space” including, but not limited to, walkways and areas on any
plat of the property described on Schedule A to the Declaration
duly recorded in the Mecklenburg County Public Registry. The
Common Area to be owned by the Association at the time of
conveyance of the first lot is described as follows:
None.

Section 8. “Declaration” shall mean and refer to the
Declaration of Covenants, Conditions and Restrictions for
Steelechase, as amended and supplemented, which is or will be
recorded in the Mecklenburg Public Registry.

ARTICLE III
MEMBERSHIP AND VOTING RIGHTS
Section 1. Every Owner of a Lot which is subject to
assessment shall be a member of the Association. Membership
shall be appurtenant to and may not be separated from ownership
of any lot which is subject to assessment.

Section 2. The voting rights of the membership shall be
appurtenant to the ownership of the lots. There shall be two
classes of lots with respect to voting rights:

(a) Class A Lots. Class A lots shall be all lots
except Class Blots as the same are hereinafter defined. Each
Class A lot shall entitle the Owner(s) of said lot to one (1)
vote. When more than one person owns an interest (other than a
leasehold or security interest) in any lot, all such persons
shall be members and the voting rights appurtenant to said lot
shall be exercised as they, among themselves, determine.

(b) Class B Lots. Class Blots shall be all lots
owned by Declarant which have not been converted to Class A lots
as provided in paragraphs (1) or (2) below. The Declarant shall
be entitled to three (3) votes for each Class Blot owned by
Declarant.


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delivery, not less than 15 days nor more than 50 days before the
date of the meeting to each member entitled to vote thereat,
addressed to the member’s address last appearing on the books of
the Association, or supplied by such member to the Association
for the purpose of notice. Such notice shall specify the place,
day and hour of the meeting, and, in the case of a special
meeting, the exact purposes of the meeting, including the text of
any proposals to be voted on at such special meeting. Waiver by
a member in writing of the notice required herein, sighed by him
before or after such meeting, shall be equivalent to the giving
of such notice.

Section 6. Quorum. The presence at the meeting of members
entitled to cast, or of proxies entitled to cast, twenty percent
. ———. (20%) of the votes appurtenant to the Lots shall constitute a
d lv,h-J ) quo7 um for any action ~xcept as otherwi~e provided in the
6 ·7-. 1 Articles of Incorporation, the Declaration, or these By-Laws.
:,.,,.· If, however, such quorum shall not be present or represented at
any meeting, the members entitled to vote thereat shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum as
aforesaid shall be present or be represented.

Section 7. Proxies. At all meetings of members, each
member may vote in person or by proxy. All proxies shall be in
writing and filed with the Secretary. Every proxy shall be
revocable and shall automatically cease upon conveyance by the
member of his Lot.

Section 8. Informal Action by Members. Any action which
may be taken at a meeting of the members may be taken without a
meeting if a consent in writing, setting forth the action so
taken shall be signed by all of the persons who would be entitled
to vote upon such action at a meeting, and filed with the
Secretary of the Association to be kept in the Association minute
.book.

Section 9. Parlimentary Procedures. At all meetings,
“Roberts ·Rules of Order, Revised” shall govern for any question
of procedure not covered by the Bylaws.

ARTICLE V

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the
Association shall be managed by a Board of Directors.

Section 2. Number, Term and Qualification. The number of
directors of the Association shall be three until the first
annual meeting of the Association· following conversion of Class B
Lots to Class A Lots at which time the number of Directors shall

be increased to five. At the first annual meeting following
conversion of Class B Lots to Class A Lots the members shall
elect one director to serve for a term of one year, two directors
to serve for a term of two years and two directors to serve for a
term of three years. At each annual meeting thereafter the
members shall elect the number of directors needed to fill the
space or spaces left by the director or directors whose terms are
due to expire for a term of three years. Each director shall
hold office until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualifies.
Directors need not be members of the Association.

Association.
Section 3. Nomination. Nomination for election to the
Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual
meeting. The Nominating Committee shall consist of a Chairman,
who shall be a member of the Board of Directors, and two or more
members of the Association. The Nominating Committee shall be
appointed by the Board of Directors prior to each annual meeting
of the members, to serve from the close of such annual meeting
until the close of the next annual meeting and such appointment
shall be announced at each annual meeting. The Nominating
Committee shall make as many nominations for election to the
Board of Directors as it shall in its discretion determine, but
not less than the number of vacancies that are to be filled.
Such nominations may be made from among members or non-members.

Section 4. Election. Except as provided in Section 6 of this Article, the
directors shall be elected at the annual meeting of the members, by secret
written ballot. At such election the members or their proxies may cast, in
respect to each vacancy, as many votes as they are entitled under the
provisions of Article III of these By-Laws. The persons receiving the highest
number of votes shall be elected. Cumulative voting is not permitted.

Section 5. Removal. Any director may be removed from the
Board, with or without cause, by a majority vote of the members
of the Association.

Section 6. Vacancies. A vacancy occurring in the Board of
Directors may be filled by the selection by the remaining
directors of a successor who shall serve for the unexpired term
of his predecessor. The members may elect a director at any time
to fill any vacancy not filled by the directors.

Section 7. Compensation. No director shall receive
compensation for any service he may render to the Association in
the capacity of director. However, any director may be reimbursed
for his actual expenses incurred in the performance of his duties.

Section 8. Bonds. The Board of Directors may by resolution
require any or all officers, agents and employees of the
Association to give a bond to the Association with sufficient
sureties conditioned on the faithful performance of the duties of
their respective offices or positions and to comply with such
other conditions as may from time to time be required by the
Board of Directors.

Section 9. Declarant Control of Board of Directors. Until
the first annual meeting of the Association following conversion
of Class B Lots to Class A Lots all directors shall be appointed
by the Declarant and shall serve at the will of the Declarant.

ARTICLE VI
MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board
of Directors shall be held at least quarterly without notice, at
such place and hour as may be fixed from time to time by
resolution of the Board. Should said meeting fall upon a legal
holiday, then that meeting shall be held at the same time on the
next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board
of Directors shall be held when called by the President of the
Association, or by any two directors, after not less than three
(3) days’ notice to each director.

Section 3. Quorum. A majority of the number of directors
shall constitute a quorum for the transaction of business. Every
act or decision done or made by a majority of the directors
present at a duly held meeting at which a quorum is present shall
be regarded as the act of the Board.

Section 4. Informal Action by Directors. Action taken by a
majority of the directors without a meeting is nevertheless Board
action if written consent to the action in question is signed by
all the directors and filed with the minutes of the preceedings
of the Board, whether done before or after the action so taken.

Section 5. Chairman. A Chairman of the Board of Directors
shall be elected by the directors and shall preside over all
Board meetings until the President of the Association is elected.
Thereafter, the President shall serve as Chairman. In the event
there is a vacancy in the office of the Presidency, a Chairman
shall be elected by the Board of Directors to serve until a new
President is elected.

Section 6. Parliamentary Procedures. At all meetings
“Roberts Rules of Order, Revised” shall govern for any question
of procedure not covered by the Bylaws.

ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power
to:

(a) suspend the voting rights of a member during any
period in which such member shall be in default in the payment of
any assessment levied by the Association pursuant to the
provisions of the Declaration;

(b) exercise for the Association all powers, duties
and authority vested in or delegated to this Association and
not reserved to the membership by other provisions of these
By-Laws, the Articles of Incorporation, or the Declaration;

(c) declare the office of a member of the Board of
Directors to be vacant in the event such member shall be absent
from three (3) consecutive regular meetings of the Board of
Directors without good cause;

(d) employ a manager, an independent contractor, or
such other employees as they deem necessary, and to prescribe
their duties; and contract with a management company to manage
the operation of the Association, and in the event a contract is
entered into with a management company, such contract must be
terminable by the Board of Directors without cause or penalty on
thirty (30) days or less notice;

(e) employ attorneys to represent Association when
deemed necessary;

(f) appoint and remove at pleasure all officers,
agents and employees of the Association, prescribe their duties,
fix their compensation, and require of them such security or
fidelity bond as it may deem expedient.

Section 2. Duties. It shall be the duty of the Board of
Directors to:

(a) cause to be kept a complete record of all its acts
and corporate affairs and to present a statement thereof to the
members at the annual meeting of the members, or at any special
meeting when such statement is requested in writing by members
entitled to at least one-fourth (1/4) of the votes appurtenant to
Class A Lots.

(b) supervise all officers, agents and employees of
this Association, and to see that their duties are properly
performed;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment
against each Unit at least thirty (30) days before January 1 of
each year.

(2) send written notice of each assessment to
every Owner subject thereto at least fifteen (15) days and before
January 1 of each year;

(3) foreclose .the lien against any property for
which assessments are not paid within thirty (30) days after due
date or to bring an action at law against the owner personally
obligated to pay the same .

(d) issue, or to cause an appropriate officer to
issue, upon demand by any person, a certificate setting forth
whether or not any assessment has been paid. A reasonable
charge may be made by the Board for the issuance of these
certificates . If a certifi-cate states an assessment has been
paid, such certificates shall be conclusive evidence of such
payment;

(e) procure and maintain adequate liablity insurance
covering the Association in an amount determined by the Board and
adequate hazard insurance on any real and personal property owned
by the Association;

(f) cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate; and
(g) cause the Common Area and all improvements
constructed thereon to be maintained to a level deemed
appropriate by the Board.

ARTICLE VIII
OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this
Association shall be a president and vice-president, who shall at
all times be members of the Board of Directors, a secretary, and
a treasurer, and such other officers as the Board may from time
to time by resolution create.

Section 2. Election of Officers. The election of officers
shall take place at the first meeting of the Board of Directors
following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be
elected annually by the Board and each shall hold office for one
(1) year unless he shall sooner resign, or shall be removed, or
be otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such
other officers as the affairs of the Association may require,
each of whom shall hold office for such period, have such
authority, and perform such duties as the Board may, from time to
time, determine.

Section 5. Resignation and Removal. Any officer may be
removed from office with or without cause by the Board. Any
officer may resign at any time giving written notice to the
Board, the president or the secretary. Such resignation shall
take effect on the date of receipt of such notice or at any later
time specified therein, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective.

Section 6. Vacancies.
filled by appointment by the such vacancy shall serve for
officer he replaces. A vacancy in any office may be
Board. The officer appointed to the remainder of the term of the

Section 7. Multiple Offices. The offices of secretary and
treasurer may be held by the same person. No person shall
simultaneously hold more than one of any of the other offices
except in the case of special offices created pursuant to Section
4 of this Article.

Section 8. Duties. The duties of the officers are as
follows:

President
(a) The president shall preside at all meetings of the
Board of Directors; shall see that orders and resolutions of the
Board are carried out; shall sign all leases, mortgages, deeds
and other written instruments and shall sign all promissory notes
and in the absence of the Treasurer shall sign all checks.

Vice-President
(b) The vice-president shall act in the place and stead of
the president in the event of his absence, inability or refusal
to act, and shall exercise and discharge such other duties as may
be required of him by the Board.

Secretary
(c) The secretary shall record the votes and keep the
minutes of all meetings and proceedings of the Board and of the
members; keep the corporate seal of the Association and affix it
on all papers requiring said seal; serve notice of meetings of
the Board and of the members; keep appropriate current records
showing the members of the Association together with their
addresses, and shall perform such other duties as required by the
Board.

Treasurer
(d) The treasurer shall receive and deposit in appropriate
bank accounts all monies of the Association . and shall disburse
such funds as directed by resolution of the Board of Directors;
shall sign all checks of the Association; keep proper books of
I • • • account; cause an annual audit of the Association books to be ·
made by a public accountant at the completion of each fiscal
year; and shall prepare an annual budget and a statement of
income and expenditures to be represented to the membership at
its regular annual meeting, and deliver a copy of each to the
members.

ARTICLE IX
. COMMITTEES
The Association sharl appoint a Nominating Committee as
provided in these By-Laws. In addition, the Board of Directors
shall appoint other committees as deemed appropriate in
carrying out its .purpose. The Board of Directors making the
appointment of a committee shall designate a chairman of said
comrni t tee . •

ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at
all times, during reasonable business hours, be subject to
inspection by any member. The Declaration, the Articles of
Incorporation and the By-Laws of the Association shall be
available for inspection by any member at the principal office of
the Association, where copies may be purchased at reasonable
cost.

ARTICLE XI
ASSESSMENTS
As more fully provided in Article V of the Declaration, each
member is obligated to pay to the Association annual and special
assessments which are secured by a continuing lien upon the
property against which the assessment is made. Any assessments
which are not paid when due shall be delinquent. If the
assessment is not paid within thirty (30) days after the due
date, the assessment shall bear interest from the date of
delinquency at the rate of eight (8%) percent per annum, or at
the rate established by the Board of Directors at the beginning
of the fiscal year of the Association, whichever is less, plus
such late charge as may be established by the Board of Directors,
and the Association may bring an action at law against the Owner
personally obligated to pay the same or foreclose the lien
against the property, and interest, costs, and reasonable
attorneys fees of any such action shall be added to the amount of
such assessment. No Owner may waive or otherwise escape
liability for the assessments provided for herein by nonuse of
the Common Area or abandonment of his Unit.

ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having
within its circumference the words: Steelechase Homeowners
Association of Charlotte, Inc., Mecklenburg, North Carolina,
1994.

ARTICLE XIII
AMENDMENTS
Section 1. These By-Laws may be amended, at a regular or
special meeting of the members, by a vote of a majority of a
quorum of members present at a meeting duly called for such
purpose in person or by proxy.

Section 2. In the case of any conflict between the Articles
of Incorporation and these By-Laws, the Articles shall control;
and in the case of any conflict between the Declaration and these
By-Laws, the Declaration shall control.

ARTICLE XIV
VIOLATION OF RULES AND REGULATIONS
Failure to abide by any Rules or Regulations published by
the Association shall be grounds for an action, brought by the
Association or any aggrieved Owner, to recover damages, or obtain
injunctive and equitable relief, or both. In addition to these
remedies, in the event of violation by an Owner of any rules or
regulations, such Owner’s voting rights and rights to use the
recreational facilities may be suspended by the Board after a
hearing at which the general requirements of due process shall be
observed. The duration of such suspension shall be set by the
Board and shall not exceed sixty days for each violation. Such
hearing shall only be held by the Board after giving the Owner
ten (10) days’ prior written notice which specifies each alleged
violation and sets the time, place and date of the hearing. A
determination of the violation and the time of suspension or
other sanction shall be made by a majority vote of the Board.
The Owner shall have the right to appeal any adverse ruling of
the Board and shall be entitled to a hearing de novo before the
membership of the Association, at which the general requirements
of due process shall be observed. Upon an appeal by an Owner of
a decision by the Board, a special meeting shall be held within
sixty (60) days from the decision by the Board, but the decision
of the Board shall remain in effect unless overruled by a
majority vote of the members present at the special meeting.

ARTICLE XV
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Association shall indemnify any and all persons who may
serve or whom have served at any time as directors or officers of
the Association against any and all expenses, including amounts
paid upon judgments, counsel fees and amounts paid in settlement
(before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or
settlement of any claim, action, suit or proceeding in which
they, or any of them, are made parties, or a party, which may be
asserted against them or any of them, by reason of being or
having been directors or officers or a director or an officer of
the Association, except in relation to matters as to which any
such director or officer or former director or officer or person
shall be adjudged in any action, suit, or proceeding guilty of
willful and intentional negligence or misconduct in the
performance of his or her duties to the Association. Provided,
however, that in the event of a settlement, the indemnification
herein shall apply only when the Board of Directors approves such
settlement and reimbursement as being in the best interest of the Association.

The provisions hereof shall be in addition to and not
exclusive of any and all other rights to which any director or
officer may otherwise be entitled under any law, By-law,
agreement, vote of Association Members or otherwise. In the
event of death of any officer or director, the provisions hereof
shall extend to such person’s legal heirs, representatives,

successors and assigns . The foregoing rights shall be available
whether or not such person or persons were in fact directors or
officers at the time of incurring or becoming su~ject to such
expenses, and whether or not the proceeding, claim~ -s~it or
action· is based on matters which antedate the adoption of this
By-Law.

ARTICLE XVI
MISCELLANEOUS
The fiscal year of the Association shall begin on the first
day of January and end on the 31st day of December of every year,
except that the first fiscal year shall begin on the date of
incorporation.

CERTIFICATION