Buckhorn Estates Property Owners:
BUCKHORN PROPERTY OWNERS’ ASSOCIATION
P. O. BOX 600
EAST ELLIJAY, GA 30539-0600
BUCKHORN PROPERTY OWNERS’ ASSOCIATION
P. O. BOX 600
EAST ELLIJAY, GA 30539-0600
Buckhorn Estates POA Restated By-Laws
Please Note: These online Restated Bylaws of the Buckhorn Estates POA are not official but are here on this website for informational use only. Please refer to your hard copy or contact Buckhorn Estates POA for any questions. Thank you.
These by-laws are a reprintng of the original by-laws. Any omissions or errors are not intentional.
Please Note: These online Restated Bylaws of the Buckhorn Estates POA are not official but are here on this website for informational use only. Please refer to your hard copy or contact Buckhorn Estates POA for any questions. Thank you.
These by-laws are a reprintng of the original by-laws. Any omissions or errors are not intentional.
RESTATED BY-LAWS OF THE BUCKHORN PROPERTY OWNERS' ASSOCIATION, INC. AS OF 1998
A Georgia Non-Profit Organization
Section 1.1. General. The words used in these By-Laws shall have their normal, generally accepted meanings or the meanings given in the Georgia Nonprofit Corporation Code. Unless the context otherwise requires, certain terms used in these By-Laws shall be defined as follows:
(a) Act shall mean the Georgia Nonprofit Corporation Code, O.C.G.A. Sections 14-3-1, et seq. (Michie, 1982), as such Code may be amended from time to time.
(b) Area of Common Responsibility shall mean the Common Area and such other property as the Association may, by contract, covenant or agreement, be obligated to maintain.
(c) Articles shall mean the Articles of Incorporation of the Buckhorn Property Owners' Association, Inc. ("Association"), which have been filed and duly approved by the Secretary of State of the State of Georgia, as amended from time to time.
(d) Association shall mean the Buckhorn Property Owners' Association, Inc., a Georgia nonprofit corporation, its successors or assigns.
(e) Board or Board of Directors shall mean the elected body responsible for management and operation of the Association.
(f) Common Area shall mean any and all real property and personal property which is owned by the Association from time to time and available for the common use of members of the Association and their guests.
(g) Common Expenses shall mean either those expenses incurred by the Association in operating, managing, and maintaining the Area of Common Responsibility, or those incurred for the common benefit of the Owners and Occupants of property within the Community.
(h) Community shall mean any and all real property over which the Association now has or may obtain in the future by merger, recording in the land records, or otherwise the right to enforce covenants applicable to such real property, including, without limitation, the right to collect assessments form the owners of Lots within such real property.
(i) Member shall mean a Person entitled to membership in the Association, as provided herein.
(j) Member in Good Standing shall mean a member whose voting rights have not been suspended in accordance with the terms of these By-Laws.
(k) Mortgage shall refer to any mortgage, deed to secure debt, deed of trust, or other transfer or conveyance for the purpose of securing the performance of an obligation including, but not limited to, a transfer or conveyance of fee title for such purpose.
(l) Mortgagor shall mean the person(s) granting a mortgage.
(m) Mortgagee or Mortgage holder shall mean the holder of any Mortgage.
(n) Officer shall mean those individuals who are elected by the Board to serve as President, Vice President, Secretary, Treasurer, or such other subordinate officer as the Board may create.
(o) Occupant shall mean any person who is entitled to occupy any portion of the Community, whether pursuant to a lease, a timeshare agreement or by permission of the Owner thereon
(p) Owner shall mean the record title holder of any Lot in the Community, but Owner shall not include a Mortgage holder.
(q) Person shall mean any individual, corporation, firm, association, partnership, Limited Liability Partnership, Limited Liability Corporation or other legal entity recognized under the laws of the State of Georgia.
(r) Lot shall mean a portion of the Community intended for individual ownership and use as more particularly described on a plat of survey recorded in the Gilmer County, Georgia land records, and shall include, without limitation, subdivided lots and units within any condominium.
Section 2.1. Applicability. These By-Laws provide for the self-government of the Association in accordance with the Articles of Incorporation filed with the Secretary of State and the Declaration of Reservations and Restrictions for Buckhorn Subdivision, recorded in the Gilmer County, Georgia land records ("Declarations").
Section 2.2 Objectives and Purposes. The Association shall have the responsibility of administering the Community, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Community and performing all of the other acts that may be required to be performed by the Association pursuant to the Georgia Nonprofit Corporation Code and the Declarations. Except as to those matters which the Declarations or the Georgia Nonprofit Corporation Code specifically require to be performed by the vote of the Association membership, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth below.
Section 2.3 Name. The name of the corporation is Buckhorn Property Owners' Association, Inc., ("Association").
Section 2.4 Membership. An owner of a Lot shall become a member of the Association upon taking title to the Lot and shall remain a member for the entire period of ownership. As may be more fully provided below, a spouse of a member may exercise the powers and privileges of the member. If title to a Lot is held by more than one person, the membership shall be shared in the same proportion as the title, but there shall be only one membership and one vote per Lot. Membership does not include persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership. Membership shall be appurtenant to the Lot and shall be transferred automatically by conveyance of that Lot and may be transferred only in connection with the transfer of title.
Section 2.5 Entity Members. In the event an Owner is a corporation, partnership, trust, or other legal entity not being a natural person or persons, then any natural person who is an officer, director, or other designated agent of such corporation, partner of such partnership, beneficiary or other designated agent of such trust, or manager of such other legal entity shall be eligible to represent such entity or entities in the affairs of the Association. Such person's relationship with the Association shall terminate automatically upon the termination of such person's relationship with the entity or entities which are the Owner, and termination of the person's relationship with the Association will create a vacancy in any elected or appointed position within the Association in which such person may have been serving and such vacancy will be filled in accordance with these By-Laws.
Section 2.6 Voting. Each Lot shall be entitled to one equally weighted vote, which vote may be cast by the Owner, the Owner's spouse, or by a lawful proxy as provided below. When more than one person owns a Lot, the vote for such Lot shall be exercised as they determine between or among themselves, but in no event shall more than one vote be cast with respect to any Lot. If only one coowner attempts to cast the vote for a Lot, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast the vote for such Lot. In the event of disagreement between or among co-owners and an attempt by two or more of them to cast such vote or votes, such Persons shall not be recognized and such vote or votes shall not be counted. No Owner shall be eligible to vote, either in person or by proxy, or to be elected to the Board of Directors, if that Owner is shown on the books or management accounts of the Association to be more than thirty days delinquent in any payment due the Association or if the Owner has had its voting rights suspended for the infraction of any provision of the
Declarations, these By-Laws, or any rule or regulation of the Association. If the voting rights of an Owner have been suspended, that Owner shall not be counted as an eligible vote for purposes of establishing a majority or a quorum or for purposes of amending these By-Laws.
Section 2.7 Majority. As used in these By-Laws, the term "majority" shall mean those votes, Owners, or other group as the context may indicate amounting to more than fifty (50%) percent of the total number of eligible votes, Owners, or other group, respectively. Unless otherwise specifically stated, the words "majority vote" mean more than fifty (50%) percent of those voting in person or by proxy. Except as otherwise specifically provided in the Declarations or these By-Laws, all decisions shall be by majority vote.
Section 2.8 Owner's Rights of Use and Enjoyment. Every Owner shall have a right and easement of ingress and egress, use and enjoyment in and to the Common Area and Area of Common Responsibility which shall be appurtenant to and shall pass with the title to his or her Lot, subject to the following provisions:
the right of the Association to charge reasonable admission and other fees for the use of any portion of the Common Area or Area of Common Responsibility, to limit the number of guests of Lot Owners and tenants who may use the Common Area, and to provide for the exclusive use and enjoyment f specific portions thereof at certain designated times by an Owner, his or her family, tenants, guests and invitees;
(ii) the right of the Association to suspend the voting rights of an Owner and the right of an Owner to use the recreational facilities in the Community for any period during which any assessment against his or her Lot which is provided for herein remains unpaid and for a reasonable period of time for an Infraction of the Declarations, By-Laws, or rules and regulations;
(iii) the right of the Association to borrow money as may be set forth in the By-Laws; provided, however, the lien and encumbrance of any such mortgage given by the Association shall be subject and subordinate to any right, interests, options, easements and privileges herein reserved or established for any Lot or Lot Owner, or the holder of any Mortgage, irrespective of when executed, encumbering any Lot or other property located within the Community;
(iv) the right of the Association to dedicate or transfer all or any portion of the Common Area subject to such conditions as may be agreed to by the Members of the Association; and
(v) any Lot Owner may delegate his or her right of use and enjoyment in and to the Common Area, Area of Common Responsibilities and facilities located thereon to the members of his or her family living with the Lot Owner, his or her tenants and guests and shall be deemed to have made a delegation of all such rights to the Occupants of his or her Lot, if leased.
If an Owner uses the Common Area, Area of Common Responsibility or facilities while the Lot is leased, the Association may impose a user fee for the term of the tenancy. If the tenant fails to pay the user fee, the Owner shall be responsible for the fee and such fee shall become a lien against the Lot to be collected as an assessment as more particularly provided in Article VII herein.
Meetings of Members
Section 3.1 Annual Meeting. The regular annual meeting of the Members shall be held within six months after the close of the fiscal year for the purpose of electing directors and transacting such other business as may properly come before the meeting, unless otherwise provided by the Board of Directors, with the date, hour, and place to be set by the Board of Directors.
Section 3.2 Special Meetings. Special meetings of the Members may be called for any purpose at any time by the President, the Secretary, or by request of any three or more members of the Board of Directors, or upon written petition of twenty-five (25%) percent of the Lot Owners. Any such written petition by the Members must be submitted to the Association's Secretary The Secretary shall then verify that the required number of Members have joined in the petition and shall submit all proper petitions to the Association's President. The President shall then promptly call a special meeting for the purpose stated in the petition, and the Secretary shall send notice of the meeting in accordance with these By-Laws.
Section 3.3 Notice of Meetings. It shall be the duty of the Secretary to mail or deliver to each Owner of Lots of record or to the Lots a notice of each annual or special meeting of the association at least twenty days prior to each annual or special meeting. The notice shall state the purpose of any special meeting, as well as the time and place where it is to be held. In the case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice. The notice of an annual meeting shall state the time and place of the meeting. If any Owner wishes notice to be given at an address other than the Owners' Lot, the Owner shall have designated by notice in writing to the Secretary such other address. The mailing or delivering of a notice of meeting in the manner provided in this Section shall be considered proper service of notice.
Section 3.4 Waiver of Notice. Waiver of notice of meeting of the Members shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting of the Owners, either before or after such meeting. Attendance at a meeting by an Owner, whether in person or by proxy, shall be deemed waiver by such Owner of notice of the time, date, and place thereof unless such Owner specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted at such meeting unless objection to lack of notice is raised before the business, of which proper notice was not given, is put to a vote.
Section 3.5 Quorum. Except as may be provided elsewhere, the presence, in person or by proxy at the beginning of the meeting, of any Member entitled to cast a vote shall constitute a quorum. Once a quorum is established for a meeting, it shall conclusively be presumed to exist until the meeting is adjourned and shall not need to be reestablished. Members whose voting rights have been suspended pursuant to these By-Laws shall not be counted as eligible votes toward the quorum requirement. Unless twenty percent or more of the voting power is present, however, the only matters that may be voted upon at an annual or regular meeting are those matters described in the meeting notice.
Section 3.6 Adjournment. Any meeting of the Association may be adjourned from time to time for periods not less than five nor more than thirty days from the time the origmal meeting was called by vote of the Members holding the majority of the votes represented at such meeting, subject to the quorum requirements. Any business which could be transacted properly at the original session of the meeting may be transacted at a reconvened session provided a quorum is present. If a time and place for reconvening the meeting is not fixed at the original meeting or for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to the Members in the same manner prescribed for regular meetings.
Section 3.7 Proxy. Any Member entitled to vote may do so by written proxy duly executed by the Member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be signed, dated, and filed with the Secretary prior to the opening of the meeting for which it is to be used. Proxies may be delivered to the Board by personal delivery, U.S. mail or telefax transmission to the Secretary. Proxies may be revoked only by written notice delivered to the Association, except that the presence in person by the giver of a proxy at a meeting for which the proxy is given shall automatically invalidate the proxy for that meeting. A proxy holder may not appoint a substitute proxy holder unless expressly authorized to do so in the proxy. No person may vote more than his or her own vote and the vote of one hundred (100) proxies; however, the Association or Board members may vote any number of proxies.
Section 3.8 Action Without a Meeting. Any action that may be taken at any annual, regular, or special meeting of Members, including, but not limited to the election of Directors, may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter.
(a) A written ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action.
(b) Approval by written ballot pursuant to this Section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by the ballot.
(c) A written ballot may not be revoked. The Association shall maintain such ballots in its file for a period of at least three years.
Section 3.9 Order of Business. At all meetings of the Association, Robert's Rules of Order (latest edition) shall govern when said rules are not in conflict with the Declaration, these By-Laws or the Articles of Incorporation.
Board of Directors
Section 4.1 Management by Board of Directors. Subject to these By-Laws or any lawful agreement between the members, full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.
Section 4.2 Classes of the Board. The Association's Board of Directors is restructured to include three (3) classes, 1989, 1990, and 1991 so that four (4) members of the board rotate off each year, which will provide continuity on the Board. To initiate the structure, the class of 1989 will serve one (1) year. Class of 1990 will serve two (2) years, class of 1991 will serve three (3) years and that all subsequent classes will be elected for three (3) year terms. (Revised September 10, 1988).
Section 4.3 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 4.4 Meetings of the Board of Directors. The directors shall meet annually, following the annual meeting of members. Special meetings of the directors may be called at any time by the president or by any director on two days' written notice. Notice of any such meeting may be waived by instrument in writing. Attendance in person at such meeting shall constitute waiver of notice of such meeting. The signature of any director approving the minutes of the meeting of the Board of Directors shall be effective the same extent as if such director had been present at such meeting. Any meeting of the Board of Directors may be held within or without the State of Georgia at such place as may be determined by the person or persons calling the meeting.
Section 4.5 Actions to be Taken. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all the directors.
Section 4.6 President at Meetings. At all meeting of the Board of Directors, the president or in his absence, a chairman chosen by the Directors, shall preside.
Section 4.7 Committees. The Board of Directors, may by resolution or resolutions passed by a majority of the Board of Directors, designate one or more committees, each consisting of two or more directors which may act by a majority of committee members. Each committee shall have such powers of the Board of Directors and otherwise as provided in the resolution establishing such committee. The rules promulgated by these By-Laws with respect to meetings of directors, notice, quorums, voting, and other procedures at such meetings shall be applicable to meetings of any committees established by the Board of Directors. Notwithstanding anything to the contrary contained herein, the Board of Directors shall appoint a three member Architectural Review Committee which will operate at the discretion of the Board of Directors and perform such duties and functions as provided in the Declaration.
Section 4.8 Resignations. Any director may resign at any time by giving written notice to the Board, president or secretary. Unless otherwise specified, such resignation shall take effect immediately and acceptance thereof shall not be necessary to make it effective.
Section 4.9 Removal. Any director may be removed with or without cause at any time by the affirmative vote of a majority of the voting membership of the Corporation, taken at a special meeting of the members called for such purpose.
Section 4.10 Interested Directors. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected, or invalidated, nor shall any director be liable in any way be reason of the fact that any one or more of the directors of the Corporation is interested in or a director or officer of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.
Section 4.11 Personal Liability of Directors. In the absence of fraud or bad faith, the directors shall not be personally liable for the debts, obligations or liabilities of the Corporation.
Section 4.12 Quorum. A Quorum of the Board of Directors shall consist of one-third of the fixed or prescribed number of directors in office immediately before the meeting begins.
Section 5.1 Designation. The principal officers of the Association shall be the President, the Vice President, the Secretary, and the Treasurer. The President, Vice President, and Secretary shall be elected by and from the Board of Directors. The Treasurer shall be elected by the Board of Directors, but need not be a Board Member. The Board of Directors may appoint one or more Assistant Treasurers, Assistant Secretaries, and such other subordinate officers as in its judgment may be necessary. Any assistant or subordinate officers shall not be required to be members of the Board of Directors. Except for the offices of Secretary and Treasurer, which may be held by the same person, no person may hold more that one (1) office.
Section 5.2 Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board following each annual meeting of the Members and shall hold office at the pleasure of the Board of Directors and until a successor is elected.
Section 5.3 Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed with or without cause, and a successor may be elected.
Section 5.4 Vacancies. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.5 President. The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Members and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation Code, including, but not limited to, the power to appoint committees from among the Members from time to time as he or she may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.
Section 5.6 Vice President. The Vice President shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting.
Section 5.7 Secretary. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all duties incident to the office of the secretary of a corporation organized under Georgia law.
Section 5.8 Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall be responsible for the preparation of the budget as provided in the Declaration. The Treasurer may delegate all or a part of the preparation and notification duties associated with the above responsibilities to a management agent.
Section 5.9 Other Officers. Other offices may be created by the Board, and the Board members which hold such offices shall have such titles and duties as are defined by the Board.
Section 5.10 Executive Committee. Unless the Articles of Incorporation or By-laws provide otherwise, the Board of Directors may by majority vote designate an executive committee.
(a) Unless otherwise directed by the Board of Directors, the executive committee of the Board of Directors shall be comprised of the President, the Vice-President, the Treasurer and the Secretary. The executive committee shall act by vote of a simple majority of the executive committee on any matter. The executive committee shall make due report of its actions to the Board of Directors whenever so required. The President shall serve as the chairperson of the executive committee.
(b) The executive committee shall have and exercise all of the authority of the Board of Directors including all actions specified in these By-Laws as actions to be taken by the Board of Directors between meetings of the Board of Directors except that the executive committee shall not have the authority to: (1) amend, alter or repeal these By-Laws, (2) elect, appoint or remove any Director or officer of the Board, (3) adopt a resolution proposing an amendment to the Articles of Incorporation, (4) adopt a plan of merger or consolidation with another corporation, (5) acquire or authorize a sale, lease, exchange or mortgage of any real property of the Association, (6) authorize the sale, lease, exchange or mortgage of all or substantially all of the personal property and assets of the Association, (7) authorize or institute proceedings for the voluntary dissolution of the Association, or (8) amend, alter or repeal any resolution of the Board of Directors.
Section 5.11 Agreements, Contracts. Deeds, Leases, Etc. All agreements, contracts, deeds, leases, checks, promissory notes, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.
Rule Making and Enforcement
Section 6.1 Authority and Enforcement. The Community shall be used only for those uses and purposes set out in the Declarations and these By-Laws. The Board of Directors shall have the authority to make, modify, repeal and enforce reasonable rules and regulations governing the conduct, use, and enjoyment of Lots, the Common Area and the Area of Common Responsibility; provided, copies of all such rules and regulations shall be given to all Owners and Occupants. Any rule or regulation may be repealed by the affirmative vote or written consent of a majority of the total Association vote at an annual or special meeting of the membership. Every Owner and Occupant shall comply with the applicable Declarations, By-Laws and rules and regulations of the Association, and any lack of compliance therewith shall entitle the Association and, in an appropriate case, one or more aggrieved Owners, to take action to enforce the terms of the Declarations, By-Laws or rules and regulations.
The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the Owner's Lot, and to suspend an Owner's right to vote or to use the Common Area or the Area of
Common Responsibility for violation of any duty imposed under the Declarations, these By-Laws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize the
Association or the Board of Directors to limit ingress and egress to or from a Lot. In the event that any Occupant of Lot or guest violates the Declaration, By-Laws or a rule or regulation and a fine is imposed, notice of such violation shall be sent to the Owner and the Occupant, and the fine shall first be assessed against such Occupant; provided, however, if the fine is not paid by the Occupant within the time period set by the Board, the Lot Owner shall pay the fine upon notice from the Association, and the fine shall be an assessment and a lien against the Lot until paid. The failure of the Board to enforce any provision of the Declaration, By-Laws, or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.
Section 6.2 Fining and Suspension Procedure. The Board shall not suspend the right to vote or to use the Common Area or Area of Common Responsibility (unless an Owner is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payment due the Association in which case such suspension shall be automatic), or impose a fine unless and until notice of the violation is given as provided in subsection 2 (a) below. Any such fine or fines may be effective or commence upon the sending of such notice or such later date as may be set forth in such notice, notwithstanding the violator's right to request a hearing before the Board to challenge such fine under subsection 2(b) below.
(a) Notice. If any provision of the Declarations or By-Laws or any rule or regulation of the Association IS violated, the Board or its designee shall serve the violator with written notice sent certified mail, return receipt requested, which shall state: (i) the nature of the alleged violation; (ii) the proposed sanction to be imposed; (iii) a statement that the violator may challenge the fact of the occurrence of a violation, the proposed sanction, or both , by written challenge and written request for a hearing before the Compliance Committee, if any, or the Board, which request must be received by the Compliance
Committee, if any, or the Board within ten (10) days of the date of the notice; (iv) the name, address, and telephone number of a person to contact to challenge the proposed action. If a timely challenge is made and the violation is cured within ten (10) days of the date of the notice, the Board, in its discretion, may, but is not obligated to, waive any sanction or portion thereof. In the event of a continuing violation, each day the violation continues or occurs again constitutes a separate offense, and fines may be imposed on a per diem basis without further notice to the violator.
(b) Hearing. If the alleged violator timely challenges the proposed action, the hearing of
Directors shall be held in executive session affording the violator a reasonable opportunity to be heard. The hearing shall be set at the reasonable time and date by the Compliance Committee, if any, or the Board, and notice of the time, date (which shall be not less than ten (10) days form the giving of notice without the consent of the violator), and place of the hearing and an invitation to attend the hearing and produce any statements, evidence, and witnesses shall be sent to the alleged violator. Proof of such notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer or director who delivered such notice. The notice requirement shall be deemed satisfied if the violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. This Section shall be deemed complied with if a hearing is held and the violator attends and is provided an opportunity to be heard, not withstanding the fact that the notice requirements contained herein are not technically followed.
(c) Appeal. If the hearing is held before a Compliance Committee, the violator shall have the right to appeal the decision of the Compliance Committee to the Board. To perfect this right, a written notice of appeal must be received by the general manager, President, or Secretary of the Association within thirty (30) days after the hearing date. The Board of Directors shall set a hearing time and date which shall be not less than ten (10) days from the date of the notice of appeal.
Section 6.3 Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through its Board of Directors, may elect to enforce any provision of the Declarations, the By-Laws, or the rules and regulations by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations), or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity for compliance with the procedure set forth in Section 2 of this Article. In any such action, to the maximum extent permissible, the Owner or Occupant responsible for the violation for which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred. The Association or its duly authorized agent shall have the power to enter a Lot or upon any portion of the Common Area to abate, repair or remove, using such force as may be reasonably necessary, any structure, thing or condition which violates the Declarations, the by-Laws, or the rules and regulations. All costs of self-help, including reasonable attorney's fees, shall be assessed against the violating Lot Owner and shall be collected as provided herein for the collection of assessments.
Section 7.1 Purpose of Assessments. The Association shall have the power to levy assessments as provided in the Declaration and herein. The assessments for Common Expenses provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and Occupants of Lots in the Community as may be more specifically authorized from time to time by the Board. Except as otherwise provided, the amount of all Common Expenses shall be assessed equally against all Lots that are obligated to pay assessments.
Section 7.2 Creation of the Lien and Personal Obligation for Assessments. In accordance with the Declarations, each Owner of any Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (i) annual assessments or charges; (ii) special assessments, such assessments to be established and collected as hereinafter provided; and (iii) specific assessments against any particular Lot which are established pursuant to the terms of these By-Laws, including, but not limited to, reasonable fines as may be imposed in accordance with the terms of these By-Laws.
All such assessments, together with charges, interest, costs, and reasonable attorney's fees actually incurred, in the maximum amount permitted under the declarations, shall be a charge on the Lot and shall be a continuing lien upon the Lot against which each assessment is made. Such amounts shall also be the personal obligation of the Person who was the Owner of such Lot at the time when the assessment fell due. Each Owner and his or her grantee shall be jointly and severally liable for all assessments and charges due and payable at the time of any conveyance.
Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors; unless otherwise provided, the annual assessments shall be paid on the first day of the fiscal year. No Owner may exempt himself or herself form liability for or otherwise withhold payment of assessments for any reason whatsoever, including, but not limited to, non-use of the Common Area or Area of Common Responsibility, the Association's failure to provide services or perform its obligations required hereunder, or inconvenience or discomfort arising from the Association's performance of its duties.
Section 7.3 Computation of Operating Budget and Assessment. It shall be the duty of the Board at least forty-five days prior to the beginning of the Association's fiscal year to prepare a budget covering the estimated costs of operating the Community during the coming year. The Board shall cause the budget and notice of the assessments to be levied against each Lot for the following year to be delivered to each member at least thirty (30) days prior to the beginning of the Association's fiscal year. The budget and the assessments shall become effective unless disapproved at a duly called and constituted meeting of the Association by a vote of a majority of the total Association membership; provided, however, if a quorum is not obtained at the meeting, the budget shall become effective even though a vote to disapprove the budget could not be called at this meeting.
Notwithstanding the foregoing, however, in the event that the membership disapproves the proposed budget or the Board fails for any reason so to determine the budget for the succeeding year, then and until such time as a budget shall have been determined as provided herein, the budget in effect for the current year shall continue for the succeeding year, and the Board may propose a new budget at any time during the year by causing the proposed budget and assessment to be delivered to the Members at least thirty days prior to the proposed effective date thereof. Unless a special meeting is requested by the Members, as provided in the By-Laws for special meetings, the new budget and assessment shall take effect without a meeting of the Members.
Section 7.4 Special Assessments. In addition to the annual assessment provided for in Section 2 above, the Board may at may time levy a special assessment against all members, notice of which shall be sent to all Members.
Section 7.5 Specific Assessments. The Board shall have the authority to levy specific assessments against any owner to reimburse the Association for costs incurred in bringing an Owner and his Lot into compliance with the provisions of the Articles of Incorporation, these By-Laws, the Association rules and regulations, or any covenants affecting such Owner's Lot, and for costs incurred in repairing damage to the Area of Common Responsibility or Common Area caused by such Owner or Occupant, which specific assessment may be levied upon the vote of the Board after notice to the Owner and an opportunity for a hearing.
Section 7.6 Delinquent Assessments. All assessments and related charges not paid on or before the due date shall be delinquent and the Owner shall be in default.
(a) If the annual assessment is not paid in full within thirty days of the due date or if any other charge is not paid within ten days of the due date, a late charge equal to ten (10%) percent of the amount not paid may be imposed without further notice or warning to the delinquent Owner and interest at the highest rate specified by the applicable Declaration shall accrue from the due date until paid. In addition, an Owner's right to vote and use the Common Area and Area of Common Responsibility shall automatically be suspended during the period that any assessments or other charges remain unpaid. The suspension of the right to use the Common Area and Area of Common Responsibility shall include the Owner, Occupants and any guests of the Owner and/or Occupant.
(b) If part payment of assessments and related charges is made, the amount received shall be applied first to costs and attorney's fees, then to late charges, then to interest, then to delinquent assessments, and then to current assessments.
(c) If assessments and other charges or any part thereof remain unpaid more that sixty days after the assessment payments first become delinquent, the Association, acting through the Board of Directors, may institute suit to collect all amounts due pursuant to the provisions of the Declarations, the By-Laws, and Georgia law.
Section 7.7 Statement of Account. Any Owner, Mortgagee, or a Person having executed a contract for the purchase of a Lot, or a lender considering a loan to be secured by a Lot, shall be entitled, upon written request, to a statement from the Association setting forth the amount of assessments due and unpaid, including any late charges, interest, fines, or other charges against a Lot. The Association shall respond in writing within five working days of receipt of the request for a statement; provided, however, the Association may require the payment of a fee, not exceeding ten ($ 10.00) dollars, as a prerequisite to the issuance of such a statement. Such written statement shall be binding on the Association as to the amount of assessments due on the Lot as of the date specified therein.
Section 7.8 Surplus Funds. Revenues from whatever source shall be applied to the payment of Common Expenses. Any surplus funds remaining after the application of such revenues to the payment of Common Expenses shall, at the option of the Board of Directors, either be distributed equally to the Owners or added to the Association's reserve account.
Repair and Reconstruction
Section 8.1 General. In the event of damage to or destruction of all or any part of the Community as a result of fire or other casualty, unless eighty (80%) percent of the Owners vote not to proceed with the reconstruction and repair of the structure, the Board of Directors or its duly authorized agent shall arrange for and supervise the prompt repair and restoration of the structure.
(a) Cost Estimates. Immediately after a fire or other casualty causing damage to all or any part of the Common Area or Area of Common Responsibility covered by insurance written in the name of the Association, the Board of Directors shall obtain reliable and detailed estimates of the cost of repairing and restoring the structures to substantially the condition which existed before such casualty, allowing for any changes or improvements necessitated by changes in applicable building codes. Such costs may also include professional fees and premiums for such bonds as the Board of Directors determines to be necessary.
(b) Source and Allocation of Proceeds. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction and repair, as determined by the Board of Directors, or if at any time during the reconstruction and repair or upon completion of reconstruction and repair the funds for the payment of the costs thereof are insufficient, a special assessment shall be made against all of the Lot Owners without the necessity of a vote of the Members or compliance with Article VII, Section 4 above. If after repair and reconstruction is completed there is a surplus of funds, such funds shall be common funds of the Association to be used as directed by the Board of Directors.
(c) Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance wit the plans and specifications under which the Community was original constructed, except where changes are necessary to comply with current applicable building codes or where improvements not in accordance with the original plans and specifications are approved by the Board of Directors.
(d) Construction Fund. The net proceeds of the insurance collected on the account of a casualty and the funds collected by the Association from assessments against Owners on account of such casualty shall constitute a construction fund which shall be disbursed in payment of the cost of reconstruction and repair in the manner set forth in this Article to be disbursed by the Association in appropriate progress payments to such contractor(s), supplier(s), and personnel performing the work or supplying materials or services for the repair and reconstruction of the buildings as are designated by the Board of Directors.
Section 9.1 Architectural Standards. Except as provided herein, no Owner, Occupant or any other person may make any encroachment onto the Common Area, or make any exterior change, alteration, or construction (including painting) without first obtaining the written approval of the Architectural Review Committee ("Committee"). The word "construction" shall include within its meaning staking, clearing, excavation, grading and other improvements. The standard for approval of such improvements shall include, but not be limited to, aesthetic consideration, materials to be used, harmony with the external design of the existing buildings, Lots and structure, the location in relation to surrounding Lots and structures, and the surrounding topography.
(a) The primary purpose of these architectural controls is to protect and preserve property values in the Community by maintaining architectural and aesthetic harmony and compatibility among the Lots and the structures on the Lots in the Community. The architectural controls and standards may be designed and applied to reflect that Lots within the Community are of varying sizes, topographies and locations, and that improvements and modifications suitable for one Lot may be inappropriate for another Lot. Therefore, the Architectural Review Committee is authorized to apply or adopt different standards for different lots to reflect the varying sizes and layouts of Lots within the Community. Specifically, the Architectural Review Committee may, for example, allow an improvement, modification or change which cannot be seen form any street or other Lot within the Community at any time during the year, including winter, but prohibit the same change if it can be seen from any street or other Lot within the community.
Applications for approval of any such architectural modification shall be in writing and shall provide such information as the Committee may reasonably require. The Committee or its designated representative shall be the sole arbiter of such application and may withhold approval for nay reason, including purely aesthetic considerations, and it shall be entitled to stop any construction which is not in conformance with approved plans. Additionally, the Architectural Review Committee may provide partial or conditional approval of plans subject to the Owner or applicant meeting further conditions as set forth and determined by the Architectural Review Committee.
The Board or the committee may publish written architectural standards for exterior and Common area alterations or additions, and any request in substantial compliance therewith shall be approved; provided, however, each such requested change shall be in harmony with the external design of the existing buildings and Lots and the location in relation to surrounding structures and topography of the vicinity.
The Architectural Review Committee or the Board of Directors, subject to this subparagraph, may allow such encroachments on the Common Area as it deems acceptable.
In the event that the Committee or its designated representative fails to approve or to disapprove such application within forty-five days after the application and such Information as the Committee may reasonably require shall have been submitted, its approval will not be required and this subparagraph (a) will be deemed complied with; provided, however, even if the requirements of this subparagraph are satisfied, nothing herein shall authorize anyone to construct or maintain any structure or improvement that is otherwise in violation of the Declaration, the By-Laws, or the rules and regulations.
(b) Architectural Review Committee. The Architectural Review Committee shall constitute a standing committee of the Association. The Committee shall consist of the Board of Directors unless the Board delegates to other Owners the authority to serve on the Committee. The Board may delegate such authority to individual Lot Owners by resolution, or the Board may call for a special election by the Association to select the Lot Owners to whom the authority shall be delegated. At all times, however, the chairperson of the Committee shall be a member of the Board of Directors.
(c) Condition of Approval. As a condition of approval for a requested architectural change, modification, addition, or alteration, an Owner, on behalf of himself or herself and his or her successors in-interest, shall assume all responsibilities for maintenance, repair, replacement and insurance to and on such change, modification, addition, or alteration. In the discretion of the Board or the Committee, an Owner may be made to verify such condition of approval by written instrument in recordable form acknowledged by such Owner on behalf of himself or herself and all successor-in-interest.
(d) Appeal. In the event that the Architectural Review Committee disapproves any application or part thereof the applicant shall have the right to request an appeal of the Architectural Review
Committee's decision to the full Board of Directors. The Owner or the applicant shall give notice to the Board of Directors of its request to appeal of the Architectural Review Committee's decision within ten days of receipt of the notice of disapproval. The Board of Directors shall take action to review the decision of the Architectural Control Committee within thirty days of the date of receipt of the Owner's or applicant's notice of its intent to appeal. The decision of the Board of Directors shall be final.
(e) Limitation of Liability. Review and approval of any application pursuant to this Article may be made on any basis, including solely the basis of aesthetic considerations, and neither the Board of Directors not he Architectural Review Committee shall bear any responsibility for ensuring the structural integrity or soundness of approved construction or modification, nor for ensuring compliance with building codes and other governmental requirements. Neither the Association, the Board of Directors, the Architectural Review Committee, or member of any of the foregoing shall be held liable for any injury, damages or loss arising out of the manner or quality of approved construction on or modification to any Lot.
(f) No Waiver of Future Approvals. Each Owner acknowledges that the members of the Board of Directors and the Architectural Review Committee will change from time to time and that interpretation, application and enforcement of the architectural standards may vary accordingly. The approval of either the Board of Directors or the Architectural Review Committee of any proposals, plans and specification or drawing for any work done or proposed, or in connection with any other matter requiring the approval and consent of the Board of Directors or the Architectural Review Committee, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters whatever subsequently or additionally submitted for approval or consent.
(g) Enforcement. Any construction, alteration, or other work done in violation of this Article shall be deemed to be nonconforming. Upon written request form the Board, Owners shall, at their own cost and expense, remove such consfi•uction, alteration, or other work and shall restore the property to substantially the same condition as existed prior to the construction, alteration, or other work. Should an Owner fail to remove and restore as required hereunder, the Board or its designees shall have the right to enter the property, remove the violation and restore the property to substantially the same condition as existed prior to the construction, alteration or other work. All costs thereof, including reasonable attorney's fees, may be assessed against the benefitted Lot and collected as an assessment pursuant to this Declaration.
Any contractor, subcontractor, agent, employee or other invitee of an Owner who fails to comply with the terms and provisions of this Article and the architectural standards may be excluded by the Board from the Community, subject to the notice and hearing procedures contained in the By-Laws of the Association. In such event, neither the Association, its officers, or directors shall be held liable to any Person for exercising the rights granted by this Article.
In addition to the foregoing, the Board of Directors shall have the authority and standing, on behalf of the Association, to impose reasonable fines and to pursue all legal and equitable remedies available to enforce the provisions of this Article and its decisions or those of the Architectural Review Committee.
If any Owner or Occupant makes any exterior change, alteration, or construction (including landscaping) upon the Common Area in violation of this Article, he or she does so at his or her sole risk and expense. The Board may require that the change, alteration or construction remain on the Common Area without reimbursement to the Owner or Occupant for any expense he or she may have incurred in making the change, alteration or construction.
Section 10.1 General. Each Owner of a Lot shall be responsible for ensuring that the Owner's family, guests, tenants and Occupants comply with all provision of the Declarations, the By-Laws and the rules and regulations of the Association. Furthermore, each Owner and Occupant shall always endeavor to observe and promote the cooperative purposes for which the Association was established. In addition to any rights the Association may have against the Owner's family, guests, tenants or Occupants, the Association may take action against the Owner as if the Owner committed the violation in conjunction with the Owner's family, guests, tenants or Occupants.
Section 11.1 Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications under these By-Laws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, postage prepaid:
(a) If to a Lot Owner, at the address which the Lot Owner has designated in writing and filed with the Secretary, or if no such address has ben designated, at the address of the Lot of such Owner;
(b) If to an Occupant, at the address of the Lot occupied; or
(c) If to the Association, the Board of Directors or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated in writing and filed with the Secretary.
Section 11.2 Severability. The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of these By-laws or the Declaration.
Section 11.3 Captions. The captions herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of these By-Laws or the intent of any provision thereof.
Section 11.4 Gender and Grammar. The use of the masculine gender in these By-Laws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural whenever the context so requires.
Section 11.5 Fiscal Year. The fiscal year of the Association may be set by resolution of the Board of Directors.
Section 11.6 Financial Review. A financial review of the accounts of the Association shall be performed annually in the manner provided by the Board. However, after having received the Board's financial review at the annual meeting, the Owners may, by a majority of the Association vote, require that the accounts of the Association be audited as a Common Expense by an Independent accountant.
Section 11.7 Conflicts. The duties and powers of the Association shall be those set forth in the Georgia Nonprofit Corporation Code, the Declarations, these By-Laws, and the Articles of Incorporation, together with those reasonably implied to affect the purposes of the Association; provided, however, that if there are conflicts or inconsistencies between the Georgia Nonprofit Corporation Code, the Declarations, these By-Laws, or the Articles of Incorporation, then the provisions of the Georgia Nonprofit Corporation Code, as may be applicable, the Declarations, the Articles of Incorporation and these By-Laws, in that order, shall prevail, and each Owner of Lot, by acceptance of a deed or other conveyance therefor, covenants to vote in favor of such amendments as will remove such conflicts or inconsistencies.
Section 11.8 Amendment. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors, but any Bylaws adopted by the Board of Directors may be altered, amended or repealed, and new Bylaws adopted by a majority vote of the members. Any action to challenge the validity of an amendment adopted under this Section must be brought within one year of the amendment's effective date. No action to challenge any such amendment may be brought after such time.
Section 11.9 Books and Records.
(a) All Members of the Association and any institutional holder of a first Mortgage shall be entitled to inspect the following records at a reasonable time and location specified by the Association, upon written request at least fifteen days before the date on which the member wishes to inspect and copy:
(i) its Articles or restated Articles of Incorporation and all amendments to them currently in effect;
(ii) its By-Laws or restated By-Laws and all amendments to them currently in effect;
(iii) resolutions adopted by either its Members or Board of Directors increasing or decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(iv) resolutions adopted by either its Members or Board of Directors relating to the characteristics, qualification, rights, limitations, and obligations of members or any class or category of Members;
(v) the minutes of all meetings of Members and records of all actions approved by the Members for the past three years;
(vi) all written communications to Members generally within the past three years, including the financial statements furnished for the past three years;
(vii) a list of the names and business or home addresses of its current directors and officers; and
(viii) its most recent annual report delivered to the Secretary of State.
(b) A member may inspect and copy the following records upon written notice at least five business days before the date on which the member wishes to inspect and copy only if the member's demand is made in good faith and for a proper purpose that is reasonably relevant to the member's legitimate interest as a member; the member describes with reasonable particularity the purpose and the records the member desires to inspect; the records are directly connected with this purpose; and the records are to be used only for the stated purpose:
(i) Excerpts from minutes of any Board meeting, records of any action of a committee of the Board while acting in place of the Board on behalf of the Association, minutes of any meeting of the Members, and records of action taken by the Members or the Board without a meeting, to the extent not subject to inspection under subsection 9(a);
(ii) Accounting records of the Association; and
(iii) The membership list only if for a purpose related to the member's interest as a member. Without the consent of the Board, a membership list or any part thereof may not be: used to solicit money or property unless such money or property will be used solely to solicit the votes of the Members in an election to be held by the Association; used for any commercial purpose; or sold to or purchased by any person.
The Association may impose a reasonable charge, covering the cost of labor and material, for copies of any documents provided to the Member.
Adopted this 1998.
Robert Barnett, Secretary
These by-laws are a reprintng of the original by-laws. Any omissions or errors are not intentional. Please see the original by laws below for an official copy.