THE BY-LAWS OF THE FALCON WOODS RECREATION ASSOCIATION, INC.
The affairs of the corporation shall be controlled and administered by a Board of Directors (“the directors”) which shall be composed of a minimum of two (2) members. Each director will serve for one (1) year, but may resign his appointment at any time and may be removed with or without cause by a majority vote of the members of the corporation. Upon the death, removal, resignation, or incapacity of an member of the Board of Directors, a successor for the remaining term of said director shall be elected by a majority vote of the members present at the next regular or called special meeting of the corporation provided the member are notified of such special election at least ten (10) days prior to said meeting. A director shall be considered incapacitated I for any reason he shall be unable to carry on the duties of his office.
The directors shall meet annually at a place, time, and date which shall be fixed by the President and shall hold such other meetings as may be necessary from time to time upon call of the President, which call shall specify the place, time and date of meeting.
The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers may be elected by the majority vote of the members present at the regularly held meeting of the corporation. No two (2) offices may be held by the same person.
The President shall preside at all meetings of the directors and shll be the chief executive officer of the corporation. In the absence of the President, the next highest officer shall preside over the meeting.
The Secretary shall be custodian of the minute books of the corporation and shall accurately keep minutes of the meetings of the directors.
The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of the corporation.
The officers shall be elected at the regular annual meeting of the membership and shall hold office for a period of twelve (12) months.
An officer may resign his appointment at any time or may be removed, with or without cause, by a majority vote of the members of the corporation. Upon the death, removal, resignation, or incapacity of and officer, a successor for the remaining term of said office shall be appointed by the Board of Directors with the consent of a majority vote of the members of the corporation present at the next regular of called special meeting of the corporation provided the members are notified of such special election at least ten (10) days prior to said meeting. An officer shall be considered incapacitated if for any reason he shall be unable to carry on the duties of his or her office.
Any sale of transfer of any stock, bond, security, or any other property standing in the name of the corporation, shall be valid only if signed by the corporation acting through full approval of the Board of Directors and signed by the President and one other officer with the consent of the majority of the membership present at the next regular or called special meeting of the corporation. Any transfer signed in the manner, having affixed thereon the seal of the corporations, shall in all respects bind the corporation as fully and completely as if each transaction has been authorized by a specific vote of the directors, and any person, firm or corporation to whon a copy of this Article Three shall have been certified by the Secretary shall be entitled to rely thereon until notified of it repeal.
The Treasurer shall at all times maintain records evidencing the property owned by the corporation and its disbursement, and present the same to the annual meeting of the directors, provided, however, that the records shall always be open for inspection by any member of the corporation during normal business hours or as otherwise arranged with the corporate secretary.
A quorum for the transaction of any business shall be a majority of the directors then in office.
The officers and directors shall serve without compensation.
The majority of membership of the corporation shall have the power to alter, amend, or repeal the by-laws or adopt new by-laws, provided tha the by-laws at no time shall contain any provisions inconsistent with law of the Articles o Incorporation.
The permanent resident and members of his/her household shall have the right to use the amenities when they have paid membership dues to the corporation.
Sufficient cause for suspension of expulsion shall be violation shall be violation of the Code of Ethics or any rule of conduct promulgated by this corporation. Suspensions or expulsion shall be by the affirmative majority vote of the members of the corporation provided that the members shall have had at least fifteen (15) days notice of the proposed action prior to any regular or special meeting of the corporation. The member to be suspended shall have the right to appear in person of by representative and present his defense to such meeting, before his suspension or expulsion is voted upon. No expelled member shall be entitled to receive any portion of the assets of the corporation as a return of his contribution or otherwise.
The Board of Directors shall be elected at an annual meeting of the members and serve for a term of one (1) year and/or until their successors take office. The members may fill the place of any director which may become vacant prior to the expiration of his term, such appointment by the members to continue until the expiration of his term, such appointment by the members to continue until the expiration of the term of the directors whose place has become vacant. An officer or director can serve no more than consecutive one (1) year terms in the same office and no two (2) members of any one given family may serve as a director, officer, or committed chairman in the same term.
(a) Under the circumstances prescribed in Paragraphs (c) and (d) of this section, the corporation shall indemnify and hold harmless any person who was or is a party of is threatened to be made a party to any threatened, pending or completed action, suit, or proceedings, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fast that he is of was a director, officer, employee or is or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprises, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, and no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender, or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonable believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action of proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the corporation shall indemnify and hold harmless any person who was of is a party of is threatened to be make a party to any threatened, pending or completed action or suite, but of in the right of the corporation to procure a judgment in its favor by reason of the tact he is or was serving a the request of the corporation as a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprises, against expenses, including attorney’s fees actual and reasonably incurred by him in the connection with the defense of settlement of such action of suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation; except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence of misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit of proceeding referred to in paragraphs (a) and (b) of this section, or in defense of any claim, issue, of matters therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection therewith.
(d) Except as provided in paragraph (c) of this section and except as may be ordered by a court, any indemnification under paragraphs (a) and (b) of this section shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made:
(1) By the officers and Board of Directors by a majority vote of a quorum consisting of officers and directors who were not parties to such action, suit of proceeding, or,
(2) If such quorum is not obtained, or, even if obtained, if a quorum of disinterested officers and directors so directs, by the firm of independent legal counsel then employed by the corporation, in a written opinion, or,
(3) By the affirmative vote of a majority of the members entitled to vote thereon.
(e) Expenses incurred in defending a civil or criminal action suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit of proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by of on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.
(f) The indemnification provided by this section shall no be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any-by-law or resolution approved by the affirmative vote of the members entitled to vote thereon taken at the meeting, the notice of which specified that such by-law or resolution would be placed before the members, both as to action by a director, officer, employee, or agent in his official capacity and as to action in another capacity while holding such office or position and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprises, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
(h) If any expenses or other amounts are paid by way of indemnification, otherwise, than by court order of by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall, not later than the next annual meeting of the members, unless such meeting is held within three (3) months from the date of such payment, and in any event, within fifteen (15) months from the date of such payment, send by first class mail to its members of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amount paid, and the nature and status at the time of such payment of the litigation or threatened litigation.
The membership fees shall be determined at a regularly called meeting of the membership prior to March 16 of each fiscal year and shall be determined by a majority vote of the membership present. All fees shall be paid on or before May 1. Thereafter, a late penalty may by imposed. Membership may be suspended if said fees are not paid by the May 1 deadline.
Membership held by FALCON WOODS homeowners are transferable to subsequent purchasers of resale property in the FALCON WOODS subdivision. Payment of transfer fee will be required and the amount determined by the directors and officers at the first meeting of the fiscal year. Any exceptions, exclusions or additions will be determined by the directors and officers.
The Board of Directors are authorized to us Association funds for normal operating and maintenance expenses.
Dues are assessed and cover the fiscal year. Penalties for failure to make full payment by May 1 may be:
(1) The forfeiture of all rights to use the recreational facilities;
(2) A late payment penalty as determined by the officers and directors at the first meeting of the fiscal year.
The first year dues of new residents who purchase homes shall be prorated from the closing date of the purchase.
FALCON WOODS residents who do not join the Association their first year of residence in FALCON WOODS of who discontinue their membership in the Association, may have their membership initiated and/or reinstated by paying the current year’s dues in full including late fees if applicable, plus a reinstatement or initiation fee. The reinstatement of initiation fee will be determined by the directors and officers of the first meeting of the fiscal year. Discontinuance shall be defined as failure to make payment for a year’s membership.
A voting member of the Association shall be any person or their spouse eighteen (18) years of age or older who owns or is buying real property located in FALCON WOODS and who are using said property as their primary place of residence. Each household will be allowed one vote.
3/24/86 – The Association will be governed by a seven (7) member board consisting of a President, Vice President, Treasurer and three (3) Members-At-Large
1/26/87 – Name changed to Falcon Woods Recreation and Homeowners’ Association, Inc.
ByLaws Adopted & Amended 3/8/2012
Attorneys Weissman, Nowack, Curry & Wilco
FALCON WOODS RECREATION ASSOCIATION, INC.
Section 1. Applicability. These Bylaws provide for the self-government of Falcon Woods Recreation Association, Inc., in accordance with the Articles of Incorporation filed with the Secretary of State and the Declaration of Additional Protective Covenants for Falcon Woods Subdivision, recorded in the Cobb County, Georgia land records ("Declaration").
Section 2. Name. The name of the corporation is Falcon Woods Recreation Association, Inc., ("Association").
Section 3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in Exhibit B of the Declaration.
Section 4. Membership. An Owner of a Member Lot shall automatically become a Member of the Association upon taking title to the Member 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 Member Lot is held by more than one (1) Person, the membership shall be shared in the same proportion as the title, but there shall be only one (1) membership and one (1) vote per Member 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 Member Lot and shall be transferred automatically by conveyance of that Member Lot and may be transferred only in connection with the transfer of title.
Section 5. Entity Members. In the event a Member 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 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 which is the Owner of the Member Lot, which will create a vacancy in any elected or appointed position within the Association in which such person may have been serving, to be filled by the Board.
Section 6. Voting. Each Member Lot submitted to Full Membership shall be entitled to one (1) equally weighted vote, and each Member Lot submitted to Support Membership shall be entitled to a one-half (½) equally weighed vote, which vote(s) may be cast by the Owner of the Member Lot, the Owner's spouse, or by a lawful proxy as provided below. Full Member votes must be cast as a whole. When more than one (1) Person owns a Member Lot, the vote for such Member Lot shall be exercised as they determine between or among themselves, but in no event shall more than one (1) vote be cast with respect to any Member Lot. If only one (1) co-owner attempts to cast the vote for a Member Lot, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast the vote for such Member Lot. In the event of disagreement among co-owners and an attempt by two (2) or more of them to cast such vote, such Persons shall not be recognized and such vote or votes shall not be counted. No Member shall be eligible to vote, either in person or by proxy, or to be elected to the Board, if that Member 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 or if the Member has had its voting rights suspended for the infraction of any provision of the Declaration, these Bylaws, or any rule of the Association. If the voting rights of a Member have been suspended, that Member shall not be counted as an eligible vote for purposes of establishing a Majority or a quorum or for purposes of amending these Bylaws or the Declaration.
Section 7. Majority. As used in these Bylaws, the term "majority" shall mean those votes, Members, or other group as the context may indicate totaling more than fifty (50%) percent of the total number of eligible votes, Members, 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 Declaration or these Bylaws, all decisions shall be by majority vote.
Section 8. Purpose. The Association shall have the responsibility of administering the Recreational Property, establishing the means and methods of collecting the dues and other charges, arranging for the management of the Recreational Property 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 Declaration. Except as to those matters which the Declaration 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 9. Electronic Documents and Signatures.
(a) Documents. Whenever these Bylaws require that a document, record or instrument be “written” or “in writing,” the requirement is deemed satisfied by an Electronic Document. “Electronic Document” means information created, transmitted, received, or stored by electronic means and retrievable in human perceivable form, such as email, web pages, electronic documents, facsimile transmissions, etc. Records, documents and instruments shall not be denied effect or validity solely on the grounds that they are electronic.
(b) Signatures. Whenever these Bylaws require a signature, an electronic signature satisfies that requirement only if: (1) the signature is easily recognizable as a Secure Electronic Signature which is capable of verification, under the sole control of the signatory, and attached to the electronic document in such a way that the document cannot be modified without invalidating the signature; or (2) the Board reasonably believes that the signatory affixed the signature with the intent to sign the Electronic Document, and that the Electronic Document has not been modified since the signature was affixed.
(c) Verification and Liability for Falsification. The Board may require reasonable verification of any electronic signature, document, record or instrument. Pending verification, the Board may refuse to accept any electronic signature, document, record or instrument which, in the Board’s sole discretion, is not clearly authentic. Neither the Board nor the Association shall be liable to any Member or any other Person for accepting or acting in reliance upon an electronic signature or Electronic Document which the Board reasonably believes to be authentic. Any Member or Person who negligently, recklessly or intentionally submits any falsified Electronic Document or unauthorized electronic signature shall fully indemnify the Association for actual damages, reasonable attorneys’ fees and expenses incurred as a result of such acts.
Meetings of Members
Section 1. Annual Meetings. The regular annual meeting of the Members shall be held during March of each year or such other month as determined by the Board, with the date, hour, and place to be set by the Board of Directors.
Section 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 two (2) or more Board members, or upon written petition of twenty-five (25%) percent of the Members. 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 Bylaws.
Section 3. Notice of Meetings. It shall be the duty of the Secretary to mail or deliver to each Owner of a Member Lot, a notice of each annual or special meeting of the Association at least twenty-one (21) days prior to each annual meeting and at least ten (10) days prior to each 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. The notice of an annual meeting shall state the time and place of the meeting. If any Member wishes notice to be given at an address other than his or her Member Lot, the Member shall designate such other address by written notice to the Secretary. The mailing or delivering of a meeting notice as provided in this Section shall constitute proper service of notice.
Section 4. Waiver of Notice. Waiver of notice of a meeting of the Member shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any Association meeting, either before or after such meeting. Attendance at a meeting by an Member, whether in person or represented by proxy, shall be deemed waiver by such Member of notice of the time, date, and place thereof unless such Member 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 5. Quorum. Except as may be provided elsewhere, the presence, in person or by proxy at the beginning of the meeting, of Members entitled to cast ten percent (10%) of the eligible vote of the Association 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 hereto shall not be counted as eligible votes toward the quorum requirement.
Section 6. Adjournment. Any meeting of the Members may be adjourned for periods not exceeding ten (10) days by vote of the Members holding the Majority of the votes represented at such meeting, regardless of whether a quorum is present. Any business which could be transacted properly at the original session of the meeting may be transacted at a reconvened session, and no additional notice of such reconvened session shall be required.
Section 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, telefax transmission or electronically signed electronic mail (“email”) to any Board member. Proxies may be revoked only by written notice delivered to the Association, except that the presence in person by the proxy giver 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.
Section 8. Action Taken Without a Meeting. In the Board's discretion, any action that may be taken by the Association members at any annual, regular, or special meeting may be taken without a meeting if the Board delivers a written consent form or written ballot to every
(a) Ballot. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot 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 ballot. All solicitations for votes by written ballot shall: a) indicate the number of responses needed to meet the quorum requirements;
b) state the percentage of approvals necessary to approve each matter other than election of directors; and c) specify the time by which a ballot must be received by the corporation in order to be counted. A written ballot may not be revoked. The Association shall maintain such ballots in its file for at least three (3) years. (b) Written Consent. Approval by written consent shall be valid only when the number of written consents received equals or exceeds the requisite majority of the voting power for such action. Executed written consents shall be included in the minutes or filed with the Association's records. If an action of the Members is approved by written consent hereunder, the Board shall issue written notice of such approval to all Members who did not sign written consents. Membership approval shall be effective ten (10) days after written notice is issued; provided, however, if the consent is to an amendment to the Declaration or Bylaws which must be recorded, the effective date shall be no earlier than the date of recording of such amendment.
Section 9. Order of Business. At all meetings of the Association, Roberts Rules of Order (latest edition) shall govern when not in conflict with the Declaration, these Bylaws or the Articles of Incorporation.
Board of Directors And Officers
A. Composition and Selection.
Section 1. Composition. The affairs of the Association shall be governed by a Board of Directors composed of seven (7) persons. The directors shall be Owners of Member Lots or spouses of such Owners; provided, however, no Owner and his or her spouse or co-Owner may serve on the Board at the same time.
Section 2. Designation of Officers. The principal officers of the Association shall be the President, Vice President, Secretary, and Treasurer. The Principal officers shall be Board members and shall be elected by the Members. The Board 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 Board members. No person may hold more than one (1) office at the same time.
Section 3. Roles of Officers.
(i) President. The President shall be the chief executive officer of the Association and shall preside at all Association and Board meetings. 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.
(ii) 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.
(iii) Secretary. The Secretary shall keep the minutes of all Association and Board meetings and shall have charge of such books and papers as the Board may direct, and shall, in general, perform all duties incident to the office of the secretary of a corporation organized under Georgia law.
(iv) 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. 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.
(v) 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 4. Nomination and Election of Directors and Officers. Nomination for election to the Board shall be made from the floor at the annual meeting. Nominations also may be made by a nominating committee, if appointed by the Board. Persons shall be nominated to serve as a director and a specific officer of the Association. A person shall be elected as a director and officer. All Association members eligible to vote shall be entitled to cast their entire vote for each directorship to be filled. There shall be no cumulative voting. The directorships for which elections are held shall be filled by that number of candidates receiving the most votes. Voting for election of Board members shall be by secret written ballot (unless dispensed by unanimous consent at the meeting at which such voting is conducted).
Section 5. Term of Office. Those directors and officers serving on the Effective Date of these Bylaws shall remain in office until the terms for which they were elected expire. At the first annual meeting after the adoption of these By-Laws, four (4) persons shall be elected for a term of two (2) years and three (3) persons shall be elected for a term of one (1) year. Of the four persons elected, one will be elected President and one will be elected the Treasurer. Of the three persons elected, one will be elected as the Vice-President and one will be elected as the Secretary. Thereafter, each person shall be elected for a term of two (2) years with the President and Treasurer elected one year and the Vice-President and Treasurer elected the next year. Successor directors and officers shall be elected by the vote of those Members present or represented by proxy, at the annual or other meeting of the Membership of the Association, a quorum being present.
Section 6. Removal of Members of the Board of Directors. At any valid regular or special Association meeting, any one or more Board members may be removed with or without cause by a Majority of the Association Members and a successor may then and there be elected to fill the vacancy created. Moreover, any director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings or is more than sixty (60) days past due in the payment of any assessment may be removed by the vote of a Majority of the other directors. Any director whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting to consider his or her removal and the purpose thereof and shall be given an opportunity to be heard at the meeting.
Section 7. Vacancies. Vacancies in the Board caused by any reason shall be filled by a vote of the Members at a duly called special meeting. The successor selected shall serve for the remainder of the term of the director being replaced.
Section 8. Compensation. Directors shall not be compensated for services as such unless and only to the extent that compensation is authorized by a Majority vote of the members in attendance at an annual meeting. Directors may be reimbursed for the expenses incurred in carrying out their duties as directors upon Board approval of such expenses.
Section 9. Director Conflicts of Interest. Nothing herein shall prohibit a director from entering into a contract and being compensated for services or supplies furnished to the Association in a capacity other than as director, provided that the director's interest is disclosed to the Board and the contract is approved by a Majority of the directors who are at a meeting of the Board of Directors at which a quorum is present, excluding the director with whom the contract is made. The interested director shall not count for purposes of establishing a quorum of the Board. The interested director shall be entitled to be present at the meeting at which the proposed contract is discussed, but the director must leave the room during the discussion on such matter.
Section 10. Agreements, Contracts, Deeds, Leases, Etc. All agreements, contracts, deeds, leases, checks for any amount greater than Five Hundred Dollars ($500.00), 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 Board resolution. B. Meetings.
Section 11. Regular Meetings. Regular Board meetings may be held at such time and place as determined by the Board, but at least once every three (3) months. The newly elected Board shall meet within thirty (30) days after each annual Association meeting.
Section 12. Special Meetings. Special Board meetings may be called by the President on three (3) days' notice to each director given by mail, in person, by telephone, electronic mail (“e-mail”) or by facsimile transmission, which notice shall state the time, place, and purpose of the meeting. Special Board meetings shall be called by the President, Vice President, Secretary, or Treasurer in like manner and on like notice on the written request of at least two (2) directors.
Section 13. Waiver of Notice. Any director at any time, in writing, may waive notice of any Board meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any Board meeting shall also constitute a waiver of notice by him or her of the time and place of such meeting. If all directors are present at any Board meeting, no notice shall be required and any business may be transacted at such meeting.
Section 14. Conduct of Meetings. The President shall preside over all Board meetings, and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board and a record of all transactions and proceedings occurring at such meetings. The presence of directors entitled to cast one-half of the votes of the Board shall constitute a quorum for the transaction of business. One or more directors who participate in a meeting by means of telephone or electronic communication shall be deemed present and in attendance for all purposes at such meeting, provided all persons participating in the meeting can hear each other.
Section 15. Open Meetings. Board meetings need not be open to all members. However, if the Board permits members to attend Board meetings, then members other than directors may not participate in any discussion or deliberation unless expressly so authorized by the Board. Notwithstanding the above, the Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session. The Board may order the removal of any meeting guest who, in the Board's opinion, either disrupts the conduct of business at the meeting or fails to leave the meeting upon request after an announcement of reconvening in executive session.
Section 16. Action Without a Meeting. Any Board action required or permitted to be taken at any meeting may be taken without a meeting if a Majority of the directors consent in writing to such action. The written consents must describe the action taken and be signed by no fewer than a Majority of the directors. The written consents shall be filed with the minutes of the Board. C. Powers and Duties.
Section 17. Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Property and may do all such acts and things as are not by the Declaration, the Articles of Incorporation, or these Bylaws directed to be done and exercised exclusively by the members. In addition to the duties imposed by these Bylaws, the Board of Directors shall have the power to and shall be responsible for the following, in way of explanation, but not limitation: (a) preparing and presenting an annual budget, in which there shall be established the contribution of each Owner to the Common Expenses (i.e. annual membership dues);
(b) establishing the means and methods of collecting membership dues, and establishing the due date of the membership dues;
(c) providing for the operation, care, upkeep, and maintenance of the Recreational Property;
(d) designating, hiring, and dismissing the personnel necessary for the operation of the Association and the maintenance, repair, and replacement of the Recreational Property and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties;
(e) collecting the membership dues, depositing the proceeds thereof in a financial depository or institution which it shall approve, or otherwise investing the proceeds in accordance with any limitations set forth in O.C.G.A. Section 14-3-302, and using the proceeds to administer the Association;
(f) making and amending rules and regulations and imposing sanctions for violation thereof, including reasonable monetary fines;
(g) opening of bank or other financial accounts on behalf of the Association and designating the signatories required;
(h) making or contracting for the making of repairs, additions, and improvements to, or alterations of the Recreational Property in accordance with the other provisions of the Declaration and these Bylaws, after damage or destruction by fire or other casualty;
(i) enforcing by legal means the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association;
(j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;
(k) paying the costs of all services rendered to the Association or its members and not directly chargeable to specific Owners;
(l) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; and
(m) contracting with any Person for the performance of various duties and functions. Any and all functions of the Association shall be fully transferable by the Board, in whole or in part, to any other entity.
Section 18. Borrowing. The Board shall have the power to borrow money for the purpose of maintenance, repair, restoration or improvement of the Recreational Property and facilities only with the prior approval of the Members of the Association holding two-thirds (2/3rd) of the eligible vote of the Association.
Section 19. Liability and Indemnification of Officers and Directors. The Association shall indemnify every officer, director and committee member against any and all expenses, including attorney's fees, reasonably incurred by or imposed upon such person in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer, director or committee member, whether or not such person holds such position at the time such expenses are incurred. The officers, directors and committee members shall not be liable for any mistake of judgment, negligent or otherwise, or for injury or damage caused by any such person in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director or committee member, or former officer, director or committee member, may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and, if obtainable, officers' and directors' liability insurance to fund this obligation, and the insurance shall be written as provided in the Declaration.
Section 20. Nominating Committee. There may be a Nominating Committee appointed to perform the functions specified in Section IV of this Article.
Section 21. Other Committees. There shall be such other committees as the Board shall determine with the powers and duties that the Board shall authorize.
Section 22. Service on Committees. Unless otherwise provided in these Bylaws or in the resolution authorizing a particular committee, the members of any committee shall be appointed by the President or a Committee Chairperson and shall serve at the pleasure of the Board of Directors or the Committee Chairperson. Any committee member may be removed with or without cause at any time and with or without a successor being named.
Rule Making and Enforcement
The Association, acting through the Board of Directors, shall have the authority to enforce the provisions of the Declaration, Bylaws, rules and regulations pursuant to Paragraph 3 of the Declaration.
Section 1. Notices.
(a) Method of Giving Notice. Unless otherwise prohibited in these Bylaws, all notices, demands, bills, statements, or other communications shall be in writing and shall be given: (1) Personal delivery to the addressee; or
(2) Via United States mail, first class, postage prepaid; or
(3) Via electronic mail; or
(4) Via facsimile; or
(5) Via a secure web site, provided that notice shall be deemed given via web site only upon proof that the addressee has retrieved the message.
(b) Addressee. Notice sent by one of the methods described in Section 1, Subparagraph (a) shall be deemed to have been duly given:
(1) If to a Member Lot Owner, Voluntary User, or Occupant at the address, electronic mail address or facsimile number which the Owner has designated in writing and filed with the Secretary, or if no such address has been designated, at the address of the Lot of such Owner, Voluntary User, or Occupant;
(2) If to the Association, the Board or the managing agent, at the postal address, facsimile or electronic mail address of 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 2. Severability. The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of these Bylaws or the Declaration.
Section 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 Bylaws or the intent of any provision thereof.
Section 4. Gender and Grammar. The use of the masculine gender in these Bylaws 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 5. Fiscal Year. The fiscal year of the Association may be set by Board resolution or, in the absence thereof, shall be from January 1 until December 31 of the following calendar year.
Section 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 Association accounts be audited as a Common Expense by an independent accountant.
Section 7. Conflicts. The duties and powers of the Association shall be those set forth in the Georgia Nonprofit Corporation Code, the Declaration, these Bylaws, and the Articles of Incorporation, together with those reasonably implied to affect the purposes of the Association. If there are conflicts or inconsistencies between such, then the provisions of the Georgia Nonprofit Corporation Code (as may be applicable), the Declaration, the Articles of Incorporation and these Bylaws, in that order, shall prevail, and each Owner of a Member 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 8. Amendment. Except where a higher vote is required for action under a particular provision of the Declaration or Bylaws, these Bylaws may be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of a Majority of the total eligible vote of the Association. Notice of a meeting, if any, at which an amendment will be considered shall state that fact and the subject matter of the proposed amendment. No amendment shall become effective until it is certified by the President and Secretary of the Association. Any amendment duly certified shall be conclusively presumed to have been duly adopted in accordance with the Declaration and Bylaws. Owners whose voting rights have been suspended pursuant to the Declaration or these Bylaws shall not be counted as eligible votes toward the amendment requirement. If legal action is not instituted to challenge the validity of an amendment within one (1) year of the certification of the amendment, then such amendment shall be presumed to be validly adopted.
Section 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 five (5) business 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 Bylaws or restated Bylaws 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 (3) years;
(vi) all written communications to Members generally within the past three (3) years, including the financial statements furnished for the past three (3) 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 (5) 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.