The New Towne Village Board

The Board is established under Article 5 of the Bylaws and is responsible for managing the affairs of the Association. Article 5 defines several aspect of the Board. Below is a synopsis of Article 5. For more details please refer to the Bylaws 

Number of Board Members 

Our Board is limited to no more than five (5) members. The Board can operate with fewer, and even one(1) if necessary , but we prefer to have a full Board so that we have good representation of the community and diverse opinions on various topics to help make the best decisions for our community.

Term of Office

Each Board member is elected to a two (2) year term. The five (5) Board position terms are staggered so that we can have elections each year. Two(2) positions are open one year and the the other three (3) are open the next year and this simply repeats. 

Removal of Board Member

There are three (3) ways a Board Member can be removed (voluntary or involuntary) from the Board.

By a majority vote of the other Board members with or without cause

Resignation of a Board member in writing

Death of a Board member

Compensation of the Board

No, the Board cannot be paid or compensated for any service rendered to the Association. Serving on the Board is purely voluntary.

Actions taken without a meeting

What this means is that the Board may conduct business without formally meeting (i.e email, phone, etc) and can take action with unanimous consent of all Board members. Unlike when in a formal meeting, only a majority vote is needed.   

The Powers of the Board are defined in Article 8, Section 1(a-m) of the Bylaws. These listed below are not all inclusive but cover the most common ones. Please refer to the Bylaws for more details.

•  Adopt, publish and enforce Rules and Regulations governing the Property, the use and enjoyment of the Common Area and any facilities thereon, and the personal conduct thereon of the Members, their guests, invitees, members of their families or households, and tenants

• Enforce and carry out provisions of the Declaration, these Bylaws and the Articles, and exercise all rights of the Association and the Board set forth in the Declaration, these Bylaws and the Articles.

• Pay any taxes or assessments which are or could become a lien on the Common Area.

• Contract for casualty, liability and other insurance.

• Incur and pay expenses on behalf of the Association and contract for goods and services for the Common Area or any other real or personal property for which the Association is responsible and any other real or personal property for which the Association may be responsible or as to which the Association may have duties and obligations.

• Delegate to committees, officers, employees and other agents of the Association reasonable powers to carry out the powers and duties of the Board.

• Prepare and distribute budgets and financial statements of the Association.

• Employ a manager and such other employees as it deems necessary to carry out the powers and duties of the Association.

• Exercise all the powers set forth in the North Carolina Nonprofit Corporation Code and the Act, except those reserved to the Members by the provisions of these Bylaws, the Articles or the Declaration

• Compromise, settle, release and otherwise adjust claims, demands, causes of action and liabilities on behalf of the Association and Owners

The Duties of the Board are defined in Article 8, Section 3(a-h) of the Bylaws. These listed below are not all inclusive but cover the most common ones. Please refer to the Bylaws for more details.

• Keep a complete record of all its acts and corporate affairs and to present to the Members, and any Mortgagee when requested in writing. 

  • Meeting Minutes (These are uploaded to the documents section of the Braesael website for each public meeting once approved by the Board)

  • Operating statement (budget) for each fiscal year (mailed to all owners by 11/15 of each year).

  • Any Monthly Balance Sheet (These are uploaded to the documents section of the Braesael website each month).

  • The Annual Report (usually mailed out the 1st quarter for the prior year).

• Supervise the officers, agents and employees of the Association in the proper performance of their duties.

• Fix the amount of the annual assessment against each Lot each year and notify owners (comes with the annual budget mailing).

• Procure and maintain liability, fire and extended coverage casualty insurance, as required by the Declaration, worker's compensation insurance, and such additional insurance and endorsements as the Board may deem desirable.

• Maintain and keep in good repair the Common Area, the amenities located thereon, and any private streets.

• Pay proper expenses of the Association.

• Establish and maintain reserve funds for Common Area replacements and maintenance in accordance with the initial budget of the Association or such budgets as may subsequently be adopted from time to time by the Board.

Officers and Their Duties are defined in Article 9, Section 1-10 of the Bylaws. are These listed below are not all inclusive but cover the most common ones. Please refer to the Bylaws for more details.

Please note: An office is a position that a Board member holds. Not all Board members are Officers.

Enumeration of Offices

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

What this means is that the whoever holds the office of President and Vice President must be duly elected or appointed members of the Board. The Office of Treasurer , Secretary, or other Board created offices can be anyone the Board appoints or hires. see Article 8, section 1(j)

Election of Officers

The election of officers shall take place at the first meeting of the Board following each annual meeting of the Members. Officer positions are solely decide internally by the Board each year. 

Term

The officers of the Association shall be elected annually by the Board and each shall hold office for one ( 1) year unless such person sooner resigns, or is removed, or is otherwise disqualified to serve.

Special Appointments

The Board may appoint 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 determine from time to time.

Resignation and Removal

Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time by 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.

Vacancies

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

Multiple Offices

No person shall simultaneously hold more than one of any of the offices, except in the case of special offices created pursuant to section 4 of Article 9; provided, however, that notwithstanding the foregoing, the offices of secretary and treasurer may be held by the same person.

The duties of the officers shall be those usually vested in their respective offices, including the following:

• President: The president shall preside at all meetings of the Board and shall see that orders and resolutions of the Board arc carried out.

• Vice President: 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 them by the Board;

• Secretary: The Secretary, or an assistant secretary elected and authorized by the Board, shall keep minutes of all meetings of the Board and of the Members and shall have custody and charge of the Association's corporate seal, minute books, membership transfer books, and such other books, papers and documents as the Board may prescribe. (Braesael Management functions in this role)

• Treasurer: The Treasurer, or an assistant treasurer elected and authorized by the Board, shall be responsible for Association funds and securities and shall keep or supervise the keeping by persons designated by resolution of the Board of books of account of Association receipts and disbursements. (Braesael Management functions in this role under the direction and supervision of our Board Treasurer)

Execution of Contracts and Other Documents

The Board by resolution may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Association by any contract or agreement or to pledge its credit to render it liable for any purpose or for any amount.