At its February 28, 2009 meeting, the Association voted to amend its Bylaws. The amendments are below, contained within the full original document. Amended portions are in bold, italicized text. The new revisions
(1) Change the wording of the By-laws to reflect the fact that the Subdivision is now a non-profit corporation,
(2) Allow for a quorum of one-third of the membership to take action at annual meetings, rather than the previous one-half, and
(3) Provide a system for assessment of fines for violations of covenants, as well as notice of violation and right of homeowners to appeal fines to the Board of Directors and then to the full membership of the Association.
These Bylaws are not the Covenants. They don't govern what we may or may not do on our property. Rather, they are the operating rules of the Association itself.
BYLAWS
PROPERTY OWNERS ASSOCIATION, INC.
ARTICLE ONE
INTRODUCTION
Purpose of Bylaws
1.01. These Bylaws constitute the code of rules adopted by Wellington Subdivision Property Owners Association, Inc. (hereinafter “the Association”) for the regulation and management of its affairs.
Purposes and Powers
1.02. This Association will have the purposes or powers as may be stated in its Articles of Association Incorporation and such powers as are now or may be granted hereafter by law.
ARTICLE TWO
OFFICES AND AGENCY
Change of Office
2.02. The Board of Directors may from time to time change the address of the Association’s office by duly adopted resolution.
ARTICLE THREE
DIRECTORS AND MEMBERS
Definition of Board of Directors
3.01. The Board of Directors is that group of persons vested with the management of the business and affairs of this Association subject to the law, the Articles of Association Incorporation, and these Bylaws.
Qualifications of Directors
3.02. The qualifications for becoming and remaining a Director of this Association are as follows:
(1) Directors must be residents of the
(2) Directors must be at least twenty-one years old.
Number of Directors
3.03. The number of Directors of this Association will not be less than one at any time nor more than five.
Terms of Directors
3.04. (1) The Directors constituting the current Board of Directors will hold office until the next annual meeting. Thereafter, Directors will be elected at each annual meeting of Members, by the Members, for a term of one year. Each Director will hold office for the term for which elected and until a successor has been selected and qualified.
(2) A Director may be removed from office by the remaining Directors when such action will serve the best interests of the Association. Such removal will be without prejudice to any contract rights of the Director so removed.
Vacancies on the Board
3.05. Resignation of Directors will become effective immediately on the date specified therein, and vacancies will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by the remainder of the Board of Directors. The new Director elected to fill the vacancy will serve for the unexpired term of the predecessor in office.
Place of Directors’ Meetings
3.06. Meetings of the Board of Directors, regular or special, will be held at the principal office of the Association or at such other place as the Board may determine.
Regular Directors’ Meetings
3 07. The annual meeting of the Board of Directors shall be held on such day and at such time as the President shall designate, but in any case during the first quarter of each calendar year and to immediate follow the annual meeting of the Members. At such meeting, the officers for the coming year shall be elected and any available statements of the operation of the Association shall be submitted and reviewed. The President shall cause the Secretary to give notice to the Directors of each regular meeting, not less than three days before the date of the meeting, either personally or by first class mail. If mailed, such notice will be deemed to be delivered when deposited in the
Notice of Special Directors’ Meetings
3.08. Notice of a special meeting of the Board of Directors shall in all cases be deemed sufficient when wWritten or printed notice stating the place, day, and hour of any special meeting of the Board of Directors is will be delivered to each Director not less than three days before the date of the meeting, either personally or by first class mail, by or at the direction of the President, or the Secretary, or the Directors calling the meeting. If mailed, such notice will be deemed to be delivered when deposited in the
Call of Special Board Meetings
3.09. A special meeting of the Board of Directors may be called by any one of:
(1) The President, or
(2) Any Director.
Waiver of Notice
3.10. Attendance of a Director al any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Quorum of Directors
3.11. A majority of the whole Board of Directors will constitute a quorum; provided, that in no event will a quorum consist of less than one-third (1/3) of the whole Board. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Articles of Association Incorporation of the Association or any provision of these Bylaws.
3.12. The qualifications for becoming and remaining a Member of this Association are that each Member must hold an ownership interest, of record, in a lot in Wellington Subdivision,
Place of Members’ Meetings
3.13. Meetings of the Members, regular or special, will be held at the principal office of the Association or at such other place as the Board may determine.
Regular Members’ Meetings
3.14. The annual meeting of the Members shall be held on such day and at such time as the President shall designate, but in any case during the first quarter of each calendar year. At such meeting, the Board of Directors for the coming year shall be elected and any available statements of the operation of the Association shall be submitted and reviewed. The President shall cause the Secretary to give notice to the Members of each regular meeting, not less than three days before the date of the meeting, either personally or by first class mail. If mailed, such notice will be deemed to be delivered when deposited in the
Notice of Special Members’ Meetings
3.15. Written or printed notice stating the place, day, and hour of any special meeting of the Members will be delivered to each Member not less than three days before the date of the meeting, either personally or by first class mail, by or at the direction of the President, or the Secretary, or the Members calling the meeting. If mailed, such notice will be deemed to be delivered when deposited in the
Call of Special Member Meetings
3.16. A special meeting of the Members may be called by any one of:
(1) The President, or
(2) Members holding at least twenty-five percent (25%) of the voting power of the members.
Waiver of Notice
3.17. Attendance of a Member at any meeting of the Members will constitute a waiver of notice of such meeting except where such Member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Quorum of Members
3.18. A quorum shall be comprised of Members having a majority of at least one third of the voting power of the Members. The act of Members having a majority of the voting power of the Members who are present at a meeting at which a quorum is present will be the act of the Members unless a greater number is required under the provisions of the Articles of Association Incorporation of this Association, or any provision of these Bylaws.
Voting Powers of Members
3.19 Members shall be entitled, for all purposes of these Bylaws, to one vote for each lot of Wellington Subdivision owned by such Member or Members. In the case of a single lot in which more than one person, firm or entity owns a record interest, such Members owning, in the aggregate, the one hundred percent undivided fee simple interest shall nevertheless be limited to one vote for such lot, and any of such owners shall be presumed to be entitled to cast the vote pertaining to such lot; provided however, that in the event of any disagreement among the owners of a single lot as to how a vote should be cast, such vote may be cast fractionally, proportionate with each such owner’s undivided interest in said lot. Neither the Directors, the Members, nor any other person shall have any duty to inquire into the authority of any owner casting a vote respecting a lot in which such owner holds an interest of record.
ARTICLE FOUR
OFFICERS
Roster of Officers
4,01. The Officers of the Association will consist of the following personnel;
(1) President;
(2) Vice President;
(3) Secretary;
(4) Treasurer.
4.02. Each of the Officers of the Association will be elected and appointed annually by the Board of Directors. Each Officer will remain in office until a successor to such office has been selected and qualified or until such time as that officer has been removed by the Board of Directors or resigns or ceases to be a Member of the Association. Such election will take place at the regular meeting of the Board of Directors taking place during the first calendar quarter of each year. No officer need be a member of the Board of Directors.
Multiple Officeholders
4.03. In any election of Officers, the Board of Directors may elect and appoint a single person to any two or more offices simultaneously, except that the offices of President and Secretary must be held by separate individuals.
President
4.04. The President will be the chief executive officer of the Association and will, subject to the control of the Board of Directors, supervise and control the affairs of the Association. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. The President will preside at all meetings of the Board of Directors.
Vice President
4.05. The Vice President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors.
Secretary
4.06. The Secretary will keep minutes of all meetings of the Board of Directors, will be the custodian of the Association’s records, will give all notices as are required by law or by these Bylaws, and, generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Association Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
Treasurer
4.07. The Treasurer will have charge and custody of all funds of the Association, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Association’s properties and business transactions, will render reports and accountings to the Directors as required by the Board of Directors or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Association Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
Removal of Officers
4.08. Any Officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interests of the Association will be served. However, such removal will be without prejudice to any contract rights of the Officer so removed.
ARTICLE FIVE
INFORMAL ACTION
Waiver of Notice
5.01. Whenever any notice is required to be given under the provisions of the law, the Articles of Association Incorporation of the Association, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice.
Action by Consent
5.02. Any action required by law or under the Articles of Incorporation Association of the Association or these Bylaws, or any action which otherwise may be taken at a meeting of the Board of Directors or Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is presented to signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, or all Members, is signed by a majority of such persons entitled to vote, or such Directors, or such Members, and is filed with the Secretary of the Association.
ARTICLE SIX
OPERATIONS
Fiscal Year
6.01. The fiscal year of this Association will be the calendar year.
6.02. Checks, drafts, promissory notes and other evidences of indebtedness of the Association will be signed by the Treasurer and countersigned by the President. Contracts, deeds, leases, or other instruments executed in the name of and on behalf of the Association will be signed by either the President or the Vice President and attested by the Secretary.
Books and Records
6.03. The Association will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Board of Directors and Members. The Association will keep at its principal office a copy of its Bylaws, including amendments to date certified by the Secretary of the Association.
Inspection of Books and Records
6.04. All books and records of the Association may be inspected by any Director or Member, or his or her agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.
Nonprofit Operations
6.05. The Association will not have or issue shares of stock. No dividend will be paid, and no part of the income of the Association will be distributed to its Directors or officers.
ARTICLE SEVEN
Covenant Violations
Existence of Violation
7.01 There exists a violation of the Covenants of this Association when, in the opinion of the President or of a majority of the Board of Directors, a lot in the Subdivision is not in compliance with the Covenants and Restrictions for Wellington Subdivision as recorded in the Deed Records of the Clerk of Superior Court of Troup County, Georgia (hereinafter “the Covenants”).
Notice of Violation
7.02. When there exists a violation of the Covenants of the Association, the President or Vice President shall provide Notice to any Member with an interest in the violating lot. Such Notice shall state the section of the Covenants with which the lot is not in compliance, the necessary remedy, and that if the violation is not remedied within thirty (30) days from the date of notice, a fine may result.
7.03 Notice of a violation shall be sufficient if it is in writing and delivered to the physical address of the violating lot by first class mail with sufficient postage thereon. Notice is deemed to have been delivered on the date of such mailing.
7.04. The officer noting the violation shall deliver a copy of such Notice to the Secretary of the Association.
Enforcement by fine
7.05. Provided notice is given as described\ above and provided that the violation is ongoing for more than thirty (30) days from the date of giving of notice, the President or Vice President may assess a fine over the lot in violation. An additional fine may be assessed for each additional thirty (30) days that the lot remains in violation. Notice of the fine shall be delivered by the assessing Officer to the Treasurer, and the Treasurer shall make an entry of the fine amount in his or her records. Notice of the fine shall also be delivered orally or in writing to a Member who has an interest in the violating lot.
7.06. A fine assessed for any violation of the Covenants may be as much as $10.00 for the first thirty (30) day period the lot is in violation and as much as $15.00 for each additional thirty (30) day period that such violation persists.
7.07. Fines described in this Article shall for all purposes be treated as assessments of the sort described in Section 7 of the Covenants and are enforceable in the same manner as provided in Title 44, Chapter 3, Article 6 of the Official Code of Georgia, Annotated, as the same may be hereinafter amended or revised.
Appeal
7.08. The Member or Members whose lot has been assessed a fine as provided in this Article may appeal such assessment to the Board of Directors by delivering to the President in writing a Notice of Appeal stating the grounds for such appeal.
7.09. Grounds for appeal shall be either (1) a substantive challenge based upon the correct interpretation of the relevant Covenant or the existence of the violation or (2) a procedural challenge based upon the failure of the Officers or Directors to follow the requirements of applicable law, the Covenants, or the Bylaws of the Association.
7.10. Upon receipt of a Notice of Appeal, the President shall, within seven (7) days, inform the appealing Member and the Board of Directors of the date and time of a special meeting of the Board of Directors, which special meeting shall be held within thirty (30) days of the delivery of the Notice of Appeal. The President and Board of Directors shall make reasonable efforts to ensure that the meeting be held at a time during which the appealing Member can attend. At such special meeting, the appealing Member may present evidence and argument to the Board of Directors; may be represented by counsel or by agent; may call witnesses on his or her behalf, provided the Member be responsible for the sequestration and payment of expenses of such witnesses; and may require that the Board of Directors accompany him or her to his or her lot in order to examine its condition.
7.11. After the presentation by the Member described in section 7.10, above, the Board of Directors shall consider the evidence and vote to determine whether to revoke the fine based upon the grounds described in section 7.09, above. A fine shall be revoked by majority vote of the Board of Directors, and ties shall result in an upholding of the fine.
7.12. If a fine is upheld by the Board of Directors after notice and a hearing as described in this Article, the appealing Member may appeal such fine to the Members at the annual meeting of the Association, at which time the Member shall have the right to present a brief oral argument and documentary or testimonial evidence to the Members. The Members may revoke the fine by majority vote, and ties shall result in an upholding of the fine.
7.13 From the time that the Board of Directors receives a Member’s Notice of Appeal to the date of the hearing before the Board mentioned in Article 7.10 above, days shall not be added to the thirty-day timeframes mentioned in Articles 7.05 and 7.06 above. If, after such hearing, the Board determines that the Member is still in violation of the Covenants, each day of violation may again be counted toward such thirty-day period. The pendency of an appeal before a meeting of the full body of the Association shall not cause the counting of days toward such thirty-day periods to cease.
Waiver and Limitation of Fines
7.14. The Board of Directors may, at its discretion, waive a portion or all of a fine imposed pursuant to this Article once the covenant violation giving rise to the fine has been rectified. In considering whether to do so, the Board shall hear and consider any evidence of financial hardship presented by the Member(s) whose lot is in violation.
7.15. The Board of Directors shall impose fines as described in this Article for no greater than 12 months from the time of notice of the covenant violation, not counting the time that has been tolled during the pendency of an appeal pursuant to Section 7.13, above. After the said 12 months have passed, the Board shall cease assessing fines for the particular violation(s) stated in the initial Notice and may file a lien for the total amount assessed in the deed records of the Troup County Superior Court.
Reservation of Rights
7.16. Failure of the Officers or Directors to assess a fine as provided in this Article or to inform any Member of a violation of the Covenants does not constitute a waiver of the right to assess such fine or otherwise enforce the Covenants with respect to such violation in the future.
7.17 Nothing contained in this Article shall waive or otherwise impair the right of the Association, the Officers, or the Board of Directors to take such other steps to enforce the Covenants as may be provided for by these Bylaws, the Articles of Incorporation, the Covenants themselves, or Georgia law.
ARTICLE EIGHT
AMENDMENTS
Amendment of Articles of Association
8.01. The power to alter, amend, or repeal the Articles of Association Incorporation of the Association is vested in the Board of Directors, but any such alteration, amendment, or repeal of the Articles of Association Incorporation shall require a unanimous vote of the Board of Directors.
Modification of Bylaws
8.02. The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, insofar as is allowed by law, is vested in the Members.
ADOPTION OF BYLAWS
Adopted as amended by resolution by vote of the Members of the Association on February 28, 2009, at
BY:______________________________
Paige Woody,
President
Tanner W. Pittman,
Secretary
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