BY-LAWS
OF
CALVARY LAKE HOMEOWNERS ASSOCIATION, INC.
Article I - Name, Membership, Applicability
Article II - Meetings, Quorum, Voting, Proxies
Article III - Board of Directors, Number, Powers, Meetings
Article IV - Officers
Article V - Fiscal Matters
Article VI - Obligations of Owners
Article VII - Miscellaneous
ARTICLE I
NAME, MEMBERSHIP, APPLICABILITY
Section 1. Name. The name of this corporation shall be Calvary Lake Homeowners Association, Inc. (hereinafter sometimes referred to as the "Association").
Section 2. Membership. The membership of this Association shall be limited to Owners of Lots in the single family residence subdivision known as "Calvary Lake" in Cobb County, Georgia (the "Subdivision").
Section 3. Applicability. These By-Laws are applicable to the property and Lots in the Subdivision and are binding on all present or future owners, tenants, residents, or other persons occupying or using the facilities of the Subdivision in any manner. The mere acquisition, rental, or act of occupancy of any part of said Lots or property will signify that these By-Laws are accepted, ratified and will be complied with. These By-Laws are subject to the provisions of that certain Declaration of Covenants, Restrictions and Easements for Calvary Lake Subdivision, recorded in the records of Cobb County at Book 10194, Page 001, as the same may be amended from time to time ("the Declaration").
ARTICLE II
MEETINGS, QUORUM, VOTING, PROXIES
Section 1. Place of Meeting. Membership meetings of the Association shall be held at the Subdivision at such suitable place as may be designated by the Board of Directors, or at such other suitable place convenient to the members as may be designated by the Board of Directors.
Section 2. Annual Meeting. Beginning in the calendar year that the control of the Board of Directors of the Corporation is transferred from the Declarant to the Owners in accordance with Section 3.08 of the Declaration, annual membership meetings of the Association shall be held on the third Friday in September of each year if not a legal holiday; and, if such is a legal holiday, then on the next following day not a legal holiday. Notwithstanding the foregoing, the Board of Directors may cause the annual meeting of Owners to be on such other date in any year as they shall determine to be in the best interests of the Association and any business transacted at said meeting shall have the same validity as if transacted on the day designated herein. At the annual meeting, comprehensive reports of the affairs, finances and budget projections of the Association shall be made to the Owners.
Section 3. Special Meetings. The President shall be required to call a special meeting of the members as directed by resolution of the Board of Directors, or upon a petition or other written request signed by at least one third of the Owners presented to the Secretary. The call of a special meeting shall be by notice stating the time, place, the purpose, and the order of business of such special meeting. Unless by consent of at least seventy-five percent (75%) of the voting weight of the Owners present in person or by proxy, only the business stated in the notice may be transacted at a special meeting. Notwithstanding anything to the contrary herein, a special meeting to elect new members of the Board of Directors shall be called pursuant to Section 3.08 of the Declaration.
Section 4. Notice of Meetings. It shall be the duty of the Secretary to give notice to each Owner of each annual or special membership meeting, stating the purpose thereof as well as the time and place where it is to be held. Except as may be otherwise required by law, notice shall be given to each Owner at least twenty-one (21) days in advance of any annual or regularly scheduled meeting, and at least seven (7) days in advance of any other meeting. Notices shall be given in the manner provided in Section 5 of Article VI of these By-Laws. Any Owner (or any mortgagee of any Owner or other party entitled to notice) may waive the notice of the meeting by doing so in writing before or after the meeting. Attendance at a meeting, either in person or by proxy, shall of itself constitute a waiver of notice. A recitation in the minutes of any membership meeting that notice of such meeting was properly given shall be prima facie evidence that such notice was so given.
Section 5. Order of Business. The order of business at all annual membership meetings shall be as follows:
(a) Roll call and certification of proxies;
(b) Proof of notice of meeting or waiver of notice;
(c) Reading of minutes of preceding meeting;
(d) Reports of officers, if any;
(e) Reports of committees, if any;
(f) Election of inspectors of election;
(g) Election of directors;
(h) Unfinished business;
(i) New business.
Section 6. Quorum. At all membership meetings, annual or special, a quorum shall be deemed present throughout any meeting until adjourned if Owners entitled to cast more than one-half (1/2) of the votes of the Association are present in person or by proxy at the beginning of such meeting. If a quorum is present, the affirmative vote of Owners in attendance in person or by proxy holding at least a majority of the votes of the Owners represented at the meeting shall be the act of the Owners. For purposes of these By-Laws, "majority" shall mean more than fifty (50%) percent. Provided, however, the foregoing provisions of this By-Law to the contrary notwithstanding, any action, which by law or pursuant to the provisions of the Declaration requires the assent of a special percentage of the votes of the Owners greater than that herein specified, shall not be considered the act of the Owners unless such requisite percentage so prescribed by law or by the Declaration is obtained. No Owner shall be counted for a quorum or permitted to vote who is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payments due the Association or whose voting rights have otherwise been suspended.
Section 7. Adjourned Meetings. Any meetings of the membership which cannot be organized because a quorum has not attended, may be adjourned from time to time by the vote of a majority of the Owners present in person or represented by proxy. When any membership meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of any adjournment or of the business to be transacted at an adjourned meeting, other than by an announcement at the meeting at which such adjournment is taken.
Section 8. Voting. Each Owner shall have one vote. Since a Owner may be more than one person, if only one of those persons is present at a meeting of the Association, that person shall be entitled to cast the vote appertaining to that Lot; however, if more than one of those persons is present, the vote appertaining to that Lot shall be cast only in accordance with their unanimous agreement, and such consent shall be conclusively presumed if any one of them purports to cast the vote appertaining to that Lot without protest being made forthwith by any of the others to the person presiding over the meeting.
Section 9. Proxy. The vote appertaining to any Lot may (and shall, in the case of any Owner not a natural person or persons) be cast pursuant to a proxy or proxies duly executed by or on behalf of the Owner, or, in cases where the Owner is more than one person, by or on behalf of all such persons. Any proxy shall be void if it is not dated or if it purports to be revocable without notice as aforesaid. The transfer of title to any Lot shall void any outstanding proxy pertaining to the voting rights appurtenant to that Lot. A proxy will be accepted via email in lieu of or in addition to the United States Postal Mail [sentence changed from original by-laws to include email]
ARTICLE III
BOARD OF DIRECTORS, NUMBER, POWERS, MEETINGS
Section 1. Number. So long as the Declarant shall have the right to appoint and remove members of the Board of Directors as provided in the Declaration, the affairs of the Association shall be governed by a Board of Directors composed of three (3) persons who shall be appointed by and serve at the pleasure of the Declarant. Such persons may be officers, members, agents, employees or representatives of the Declarant. Except with respect to Directors appointed by the Declarant, Directors must be Owners in the Subdivision at all times during their service as Directors, and any such Director who ceases to be an Owner shall not be eligible to serve as a Director. Subject to the foregoing provisions of this Section, the term "Owner" shall be deemed to include, without limitation, any shareholder, director, officer, partner in, member or trustee of any person which is, either alone or in conjunction with any other person or persons, an Owner. Any individual who would not be eligible to serve as a member of the Board of Directors were he not a shareholder, director, officer, partner in, or trustee of such a person, shall be deemed to have disqualified himself from continuing in office if he ceases to have any such affiliation with that person.
Section 2. Powers and Duties. The Board of Directors shall have the powers and duties necessary to administer the affairs of the Association, including, but not necessarily limited to, those powers and duties specifically assigned to the Board of Directors in the Declaration.
Section 3. Other Duties. In addition to other duties which the Board of Directors may have, it shall be responsible for the following matters:
(a) Care, upkeep and surveillance of the common property;
(b) Collection of assessments levied by the Association;
(c) Designation and dismissal of the personnel necessary for the maintenance and operation of the common property;
(d) Subject to the provisions of the Declaration, the promulgation of rules and regulations governing the use and enjoyment of the Lots, appurtenances thereto and the common property.
Section 4. Management. Subject to the provisions of the Declaration, the Board of Directors may employ for the Association a management agent under such terms, compensation, and duties as the Board may authorize.
Section 5. Nomination of Directors. The Declarant in said Declaration shall appoint and remove at the pleasure of the Declarant any member or members of the Board of Directors of the Association until such right shall be relinquished by Declarant or until such right shall otherwise terminate as provided in said Declaration. Thereafter, nominations for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the total number of Directors to be elected. Also, additional nominations may be made from the floor of the meeting, provided that any candidate nominated from the floor and not by the Nominating Committee, must have filed with the Secretary of the Association prior to the meeting, a petition, signed by at least 10% of all Owners in the Subdivision, in support of such candidate's nomination.
Section 6. Election and Term of Office. Persons nominated for the Board or Directors shall be elected by secret written ballot (unless dispensed by unanimous consent) cast by the Owners at the annual membership meeting. At such election the Owners or their proxies may cast, in respect to each vacancy, on a noncumulative basis, the vote assigned to their respective Lots. The persons receiving the largest percentage of votes shall be elected. Such Directors shall be elected for a term of one year, provided, however, incumbent Directors shall hold office until the election and qualification of their successors.
Section 7. Vacancies. Subject to the right of Declarant to appoint Directors as provided in the Declaration, vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the Owners shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and, each person so elected shall be a Director until a successor is elected and qualified at the next annual meeting of the Owners.
Section 8. Removal of Directors. Subject to the right of the Declarant to remove Directors as provided in the Declaration, at any regular or special membership meeting of the Association duly called, any one or more of the Directors may be removed with or without cause by a majority vote of the total authorized vote of the Owners in the Subdivision and a successor may then and there by elected by the Owners to fill the vacancy thus created. Any Director whose removal has been proposed by any Owner or Owners shall be given an opportunity to be heard at the meeting.
Section 9. Fees and Compensation. No fee or compensation shall be paid by the Association to Directors for their services as Directors unless such fee or compensation is first fixed by a resolution adopted by a majority vote of the Owners present in person or by proxy at a meeting duly called and held for such purpose.
Section 10. Organizational Meeting. The first meeting of a Board of Directors newly elected by the Owners shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of the Owners.
Section 11. Regular Meetings. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings, in addition to the organizational meeting, without notice other than such resolution.
Section 12. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least a majority of the Directors. Unless otherwise agreed by a majority of the Directors, the place of any such special meeting shall be at the Subdivision residence of the Chairman.
Section 13. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him at the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 14. Entry of Notice. Whenever any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given such Director, as required by law and the By-Laws of the Association.
Section 15. Board of Directors Quorum. At all meetings of the Board of Directors, a quorum shall be deemed present throughout any meeting if persons entitled to cast one-half (1/2) of the votes in that body are present during such meeting. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 16. Executive Committee. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors, if composed of more than three (3) Directors, may establish an Executive Committee of three (3) or more Directors, constituted and appointed by the Board of Directors from their number who shall meet when deemed necessary. They shall have authority to exercise all the powers of the Board which may be lawfully delegated and not inconsistent with these By-Laws and the Declaration, at any time and when the Board is not in session. The Committee shall elect a chairman, and one-half (1/2) of the whole Committee shall constitute a quorum; and, the act of a majority of Committee members present at a meeting at which a quorum is present shall be the act of the Committee, provided, all members of the Committee have had notice of such meeting or waived such notice. Notice of meetings of the Executive Committee shall be the same as required for a regular or special meeting of the Board of Directors as outlined above in this Article in.
Section 17. Action Without Formal Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee appointed by the Board of Directors may be taken without a meeting if, prior to such action, written consent thereto is signed by all members of the Board of Directors or of such Committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or Committee.
Section 18. Special Committees. The Board of Directors or the Executive Committee, if one shall have been established, shall have the power and authority to create special committees, consisting of two or more Directors, including but not necessarily limited to, an Architectural Control Committee, a Recreation Committee, a Maintenance Committee, and an Audit Committee, which shall advise the Board of Directors or Executive Committee on matters pertaining to the purpose for which any such special committee shall have been created. The members, including the chairman, of any special committee shall be appointed by and shall serve at the pleasure of the Board of Directors, or Executive Committee, as the case may be.
Section 19. Indemnification. The Association shall indemnify, to the fullest extent permitted under the terms of the Georgia Nonprofit Corporation Code (as now in effect or as hereafter amended) (the "Nonprofit Corporation Code"), any individual who is made a party to a legal proceeding by virtue of his serving or having served as a member of the Association's Board of Directors, against liability (including reasonable costs and expenses, to the extent permitted under the Nonprofit Corporation Code) incurred in such proceeding because he is or was a member of the Association's Board of Directors, subject to such conditions (including compliance with applicable standards of conduct, if any) as are imposed by the Nonprofit Corporation Code.
ARTICLE IV
OFFICERS
Section 1. Generally. So long as the Declarant in the Declaration shall control the Association, the officers of the Association shall be appointed by and serve at the pleasure of the Declarant. After the Declarant shall relinquish control of the Association, at its organizational meeting after each annual membership meeting, the Board of Directors shall elect from among the Board of Directors the following officers: a President, one (1) or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors at any time and from time to time may appoint from among the Board of Directors such other officers as it shall deem necessary, including one (1) or more Assistant Secretaries, who shall hold their offices for such terms as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as are specified by these By-Laws or as shall be determined from time to time by the Board of Directors. Any person may hold two (2) or more offices, except that no person may hold the office of President and Secretary simultaneously.
Section 2. Compensation. Subject to the approval of the Owners as provided in the Declaration, the salaries, if any, of the officers of the Association shall be fixed by the Board of Directors.
Section 3. Tenure. Each officer of the Association shall hold office until his successor is chosen or until his earlier resignation, death, disqualification or removal, or the termination of his office. Any person, unless appointed by Declarant, shall not be qualified to be an officer of the Association during any time in which he is not also a Director of the Association. Any officer may be removed by the Board of Directors whenever in its judgment the best interest of the Association will be served hereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be a Director and shall be Chairman of the Board of Directors. The President shall be the chief executive officer of the Association and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of the Association. He shall, when present, preside at all membership meetings. He may sign, with the Secretary or any other proper officer of the Association thereunto authorized by the Board of Directors, any contracts, deeds, mortgages, bonds, policies of insurance, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing or the execution thereof shall be expressly delegated by the aforesaid Declaration or by the Board of Directors or these By-Laws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and, in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-Presidents. In the absence of the President, or in the event of his death or inability or refusal to act, the Vice-President (or in the event there be more than one (1) Vice-President, the Vice-presidents in the order designated at the time of their election, or in the absence of any designation, in the order of election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-president may perform such duties as shall from time to time be assigned to him by the President or by the Board of Directors.
Section 7. Secretary. The Secretary shall: (a) attend and keep the minutes of the membership meetings and of the Board of Directors meetings in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the Declaration, the provisions of these By-Laws, or as required by law; (c) be custodian of the Association records; (d) keep a register of the post office address of each Owner and the post office address of the holder of any mortgage on such Owner's Lot, which shall be furnished to the Secretary by such Owner; and, (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds, securities and financial records of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; (b) authorize vouchers and sign checks for monies due and payable by the Association; and, (c) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Treasurers, in general, shall perform such duties as shall be assigned by the Secretary or Treasurer, respectively, or by the Board of Directors.
Section 10. Indemnification. The Association shall indemnify, to the fullest extent permitted under the terms of the Nonprofit Corporation Code, any individual who is made a party to a legal proceeding by virtue of his serving or having served as an officer of the Association, against liability (including reasonable costs and expenses, to the extent permitted under the Nonprofit Corporation Code) incurred in such proceeding because he is or was an officer of the Association, subject to such conditions (including compliance with applicable standards of conduct, if any) as are imposed by the Nonprofit Corporation Code.
ARTICLE V
FISCAL MATTERS
Section 1. Assessments. Owners shall pay assessments imposed pursuant to the provisions of the Declaration. In any year in which there is an excess of assessments over expenditures, the Board of Directors, by resolution and without the necessity of a vote of the Owners, shall determine either to apply such excess or any portion thereof against and reduce the subsequent year's assessments, or to allocate the same to one or more reserve accounts.
Section 2. Fidelity Bonds. The Board of Directors may require that any manager, contractor or employee of the Association handling or responsible for Association funds shall furnish an adequate fidelity bond as set forth in the Declaration. The premium for any such bond shall be paid by the Association from the common expense fund.
ARTICLE VI
OBLIGATIONS OF OWNERS
Section 1. Complaint Procedure. Prior to taking any other action with respect thereto, Owners shall be obligated to adhere and abide by the following procedure in the case of any complaint an Owner may have against the Association or Declarant in the Declaration: Any complaint by an Owner concerning the maintenance, operation, repair and replacement of the Subdivision or any portion thereof, including the Owner's Lot, shall be presented in writing to the Board of Directors of the Association, or to Declarant if the complaint is directed to the Declarant. Within thirty (30) days after such complaint is presented to the Board or to the Declarant, as the case may be, a representative of the Board (who shall be the manager of the Association, if one has been appointed) or of the Declarant, as the case may be, shall meet with the owner for the purpose of resolving such complaint. If the complaint is not resolved at such meeting, then, the Board's or Declarant's representative, as the case may be, or the Owner may elect to have a second meeting. In such event, the parties shall arrange for a second meeting, to be held within fifteen (15) days after the first meeting. Unless otherwise mutually agreed, such meeting shall be held at the Subdivision at a place selected by the Board or Declarant, as the case may be. If the complaint is not resolved at the first meeting and neither of the parties elects to have a second meeting, or if a second meeting is held and the complaint is not resolved at such meeting, then, in either such events the complaining Owner shall be deemed to have complied with the provisions of this Section.
Section 2. Conduct. All Owners, their guests, tenants, or occupants of the Lots shall at all times observe the rules of conduct which may from time to time be established by the Association or its Board of Directors. Said rules shall be kept in the office of the Association as a matter of record, and copies furnished to any Owner or other party entitled to inspect the same on request as provided in the Declaration.
Section 3. Notices to Association. An Owner who mortgages his Lot, or executes and delivers, or assumes or purchases his Lot subject to any mortgage which shall be or become a lien on his Lot, shall notify the Secretary of the Association of the name and address of the holder of any such mortgage, and thereby authorize the Association to furnish such information as such mortgagee may request respecting unpaid assessments, taxes, or other information concerning such Lot or as may be provided by the Declaration.
Section 5. Notices by Association. Whenever any notice by the Association to an Owner is required or permitted under these By-Laws, such notice shall be in writing and delivered personally, and/or sent by email with a read/receipt, or delivered by United States mail, postage prepaid, to the Owner at such address or addresses as such Owner may have designated with the Secretary of the Association, or, if no other address has been so designated, at the address of such Owner's Lot. Notice shall be considered given when delivered personally or on the second day following the date upon which such notice is so deposited in the United States mail, or when the read/receipt is acknowledged. [This section changed from original by-laws to include email]
ARTICLE VII
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 2. Parliamentary Rules. Unless waived by majority vote of the Owners in attendance in person or by proxy at any duly called membership meeting, or unless waived by a majority of the Directors present at any duly called meeting of the Board of Directors, Roberts' Rules of Order (latest edition) shall govern the conduct of the Association proceedings when not in conflict with Georgia law, the Declaration, or these By-Laws.
Section 3. Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law or the Declaration and these By-Laws, the provisions of Georgia law and the Declaration (in that order) shall prevail.
Section 4. Definitions. Unless the context shall otherwise require, words or phrases used herein which are defined in the Declaration shall have the same meaning as therein set forth.
Section 5. Amendment. These By-Laws may be amended by the Owners of the Association at any regular or special meeting; provided, however, that notice shall be given to all members not less than thirty (30) days in advance of the meeting setting forth the purpose of the meeting. If a quorum is present, the affirmative vote of a majority of the votes of Owners represented at the meeting shall be the vote of the Owners. Notwithstanding the foregoing, those provisions of these By-Laws which are governed by the Declaration or by Georgia law may not be amended, repealed or altered except as provided in the Declaration or by applicable law. Provided, further, any provision in these By-Laws or the Declaration to the contrary notwithstanding, written notice of any meeting being called for the purpose of amending these By-Laws shall be sent, upon the written request therefor, to the holders of any and all first mortgages affecting any of the Lots included in the Subdivision not less than thirty (30) days in advance of the meeting setting forth the purpose of the meeting. Further, no material amendment shall be made to these By-Laws without the prior written approval of the holders of two-thirds (2/3rds) of all first mortgages on all Lots in the Subdivision, and no amendment shall be made to these By-Laws without the consent of Declarant so long as Declarant owns any Lot in the Subdivision primarily for the purpose of sale.
Section 6. Acknowledgment of Adoption and Approval. These By-Laws have been unanimously adopted and approved by the Board of Directors of Calvary Lake Homeowners Association, Inc., as is evidenced by the signature of the Secretary of the Association set forth hereinbelow.