ARTICLE I
Name, Address, Membership and Definitions
Section 1.01. Name. The name of the Association shall be SOUTHBRIDGE HOME OWNERS ASSOCIATION, INC., (hereinafter referred to as the “Association”).
Section 1.02 Address. The address of the Association shall be, 5710 Ogeechee Road, Suite 200, Box 225, Savannah, Georgia, 31405.
Section 1.03. Membership. The Association shall have two classes of membership: Class “A” and Class “B”, each of which is more fully described in the Master Declaration, the terms of which are specifically incorporated herein by reference.
Section 1.04. Definitions. The words used in these Bylaws shall, unless the contrary clearly appears from the context, have the same meanings as the definitions set forth in the Master Declaration of Covenants, Conditions and Restrictions of Southbridge.
ARTICLE II
Meetings of the Association
Section 2.01 The first annual meeting of the Association shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Association, and each subsequent regular annual meeting of the Association shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 o’clock p.m. If the day for the annual meeting of the Association is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2.02. Attendance. Meetings of the Association shall be attended by the Voting Members or their alternates, and the voting rights of all Members shall be exercised through the Voting Member representing the Neighborhood within which a Member’s Unit is located.
Section 2.03. Special Meetings. Special meetings of the Association may be called at any time by the President or by the Board of Directors or by Voting Members representing at least ten percent (10%) of the total votes of the Association. The notice of any special meeting shall state the date, time and place of such meeting and the purpose thereof; no business shall be transacted at a special meeting unless described in such notice.
Section 2.04. Notice of Meetings. Written or printed notice of each meeting of the Association shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by personal delivery or by mailing a copy of such notice, postage prepaid at least 15 days before such meeting, to each Voting Member entitled to vote at such meeting. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of such meeting. Notice may be waived, and attendance at a meeting by a Voting Member shall be deemed waiver by such Voting Member of the requirements of notice, unless such Voting Member specifically objects to lack of proper notice at such meeting.
Section 2.05. Quorum. Except as otherwise provided in these Bylaws or in the Master Declaration, the presence in person or by alternate of the Voting Members representing one-tenth (1/10) of the votes of each class of membership shall constitute a quorum; provided, however, until Class “B” membership converts to Class “A”
membership, a quorum shall not be deemed to exist without the presence of the Declarant or it’s representative.
Section 2.06. Proxies. Voting Members may not vote by proxy, but only in person or through the alternate Voting Member.
Section 2.07. Action without a meeting. Any action required by law to be taken at a meeting of the Association, or any action which may be taken at a meeting of the Association, may be taken without a meeting if the consent in writing setting forth the
action so taken shall be signed by all of the Voting Members entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as an unanimous vote of the Association.
ARTICLE III
Board of Directors; Selection; Term of Office
Section 3.01 Number. The affairs of the Association shall be managed by a Board of Directors. Initially the Board shall consist of three (3) members, each of whom shall be appointed by the Declarent. At such time when twenty percent (20%) of the total number of Units shown in the Master Land Use Plan have been sold, the Board of Directors shall be increased to a total of five members, with one director being elected by the Class “A” members of the Association through their Voting Members and the remaining four directors being
appointed by the Delcarant. At such time when forty percent (40%) of the Units have been sold, two of the five directors shall be elected by the Class “A” members through their Voting Members, and the remaining three directors shall be appointed by the Delcarant. Within ninety (90) days after the termination of Class “B” membership, the
number of directors shall be increased so that each District shall be represented by at least one director who shall be a resident of the District he or she represents and shall be elected solely by the Voting Members within that District.
The Board of Directors will be determined by the total number of Units within the District, as that term is defined in the Master Declaration. Each District, through it’s Voting Members, shall be entitled to elect directors according to the following formula: The total number of units in the District shall be divided by the total number of units within the Properties; the resulting fraction shall be converted to a percentage. That District shall then be entitled to elect a specific number of directors as shown on the following table:
0 – 15% One Director
16 – 30% Two Directors
31 – 45% Three Directors
45 – 60% Four Directors
Section 3.02 Nomination of Directors. Except with respect to directors selected by the Declarant, nominations for election to the Board of Directors shall be made by the Voting Members of each District. The District shall make as many nominations for election to the Board of Directors as it shall in it’s discretion determine, but in no event
less than the number of vacancies or terms to be filled in accordance with Section 3.01 above.
Section 3.03. Election and Term of Office. Notwithstanding any other provision contained herein:
(a) Within thirty (30) days after the time Class “A” members own at least Twenty percent (20%) of the Units shown in the Master Land Use Plan for the Properties, or whenever the Declarant earlier determines, there shall be a special meeting at which the Voting Members other than the Declarant shall elect one of the directors from the Association at large. The director so elected shall not be subject to removal by the
Declarant acting alone and shall elected for the shortest available term. Within thirty (30) days after the time Class “A” members own at least forty percent (40%) of the United permitted in the Master Land Use Plan, or whenever the Declarant earlier determines, there shall be a special meeting of the Association at which Voting Members other
than the Declarant shall elect two directors from the Association at large. The directors so elected shall not be subject to removal by the Declarant acting alone, and shall be elected for the shortest terms available. Within ninety (90) days after the termination of
Class “B” membership, all directors shall be elected by the Voting Members, and at each annual meeting thereinafter.
(b) The initial terms of the directors shall be fixed at the time of their election as they among themselves determine, but no term shall be longer than three years. The initial directors may serve successive terms. Members of the Board of Directors shall hold office until their respective successors have been elected by the Voting Members.
Section 3.04 Removal. Any director elected solely by the votes of Voting Members other than the Declarant may be removed from office prior to expiration of his term by the votes of the majority of those Voting Members other than the Declarant. As long as there is a Class “B” membership, any director appointed by the Declarant may
only be removed by Declarant. After termination of the Class “B” membership, directors
appointed by the Declarant may be removed by the votes of Voting Members entitled to vote seventy-five percent (75%) of the votes of the Association.
Section 3.05. In the event of death or resignation of a director, his successor
shall be selected by a majority of the remaining members of the Board, and such
successor shall serve for the unexpired term of its predecessor.
Section 3.06. Compensation. No director shall receive compensation for any
service he may render to the Association. However, any director may be reimbursed for
his actual expenses incurred in the performance of his duties.
Section 3.07. Action Taken Without A Meeting. The director shall have the right to take any action in the absence of the meeting, which they could take at a meeting by obtaining the written approval of all directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE IV
Meetings of Directors
Section 4.01. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that
meeting shall be held at the same time on the next day, which is not a legal holiday.
Section 4.02. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President, or by any two directors. Written
notice thereof, giving the time, date and place of such meeting shall be delivered personally or mailed to the directors not less than three days prior to the date of such meeting.
Section 4.03. Quorum. At all meetings of the Board of Directors, the majority of the directors shall constitute a quorum for the transaction of business, and the vote of a major of the directors present at a meeting at which a quorum is present shall constitute
the decision of the Board of Directors.
ARTICLE V
Powers and Duties of the Board of Directors
Section 5.01. Powers. The Board of Directors shall be responsible for the Affairs of the Association, and shall have all the powers necessary therefore, including,
But not limited to, the following:
(a) To adopt and publish rules and regulations governing the use of
Common Area and facilities, and the personal conduct of Members and their guests thereon, and to establish penalties for the infraction thereof;
(b) To suspend the voting rights and the right to the use of the Common Area of any Member during any period in which such member shall be in default and the
payment of any assessment levied by the Association; such rights may also be suspended
after notice and hearing, for a period not to exceed sixty (60) days, for infraction of
published rules and regulations;
(c) to exercise for the Association all powers, duties and authority vested
in or delegated in the Association and not reserved to the membership or others by
provisions of these Bylaws, the Articles of Incorporation, or the Master Declaration.
(d) To declare the office of a member of the Board of Directors to be
vacant in the event such member shall be absent from three consecutive regular meetings
of the Board, unless such absence shall have been excused by a majority of the board;
(e) To employ a manager, independent contractor, or such other
employees as the Board deems necessary, prescribe their duties, fix their compensation,
and require of them such security of fidelity bonds as it may deem expedient;
(f) To make or contract for the making of repairs, additions and
improvements to or alterations of the Common Area, in accordance with other provisions of the Master Declaration and these Bylaws, after destruction by fire or other casualty;
(g) To enforce by legal means the provisions of the Master Declaration, those Bylaws and the Rules and regulations adopted hereunder;
(h) To permit utility suppliers to use portions of the Common Area
reasonably necessary to the on-going development or operation of the Properties.
Section 5.02 Duties. It shall be the duty of the Board of Directors:
(a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof at each annual meeting of the Association, or at
any special meeting when such is required as provided in these
Bylaws;
(b) To supervise all officers, agents and employees of this Association,
and to see that their duties are properly performed;
(c) To prepare and adopt an annual budget for the common expenses;
(d) To fix the amount of annual assessments to defray the common
expenses, establishing the means and methods of collecting such assessments, and to send written notices of each assessment to every Owner subject thereto at least thirty (30) days in advance of such annual assessment;
(e) To Provide for the operation, care, upkeep and maintenance of the Common Area.
(f) To make available upon request to any prospective purchaser of
Unit, any owner of a Unit, any first mortgagee, or the holders, insurers and guarantors of A first mortgage on any Unit, current copies of the Master Declaration Article of Incorporation and Bylaws, rules governing the Unit, and, as it may apply, the Land Segment, or any Neighborhood or other Residential Association, and all other books,
records an financial statements of the Association;
(g) To foreclose the lien against any property for which the assessment
are not paid within thirty (30) days after the due date, or to bring an action at law against the Owner personally obligated to pay the same;
(h) To issue, or cause an appropriate officer to issue upon demand
By any person, a certificate setting forth whether or not any assessment has been paid. A
reasonable charge may be made by the Board for the issuance of these certificates. If the
certificate states that an assessment has been paid, such certificate shall e conclusive
evidence of such payment;
(i) To procure and maintain adequate liability and hazard insurance on all Properties owned by the Association;
(j) To collect all assessments, and deposition the proceeds thereof in a bank depository which it shall approve, and use the proceeds to administer the
Association; the reserve fund may be deposited, in the director’s best judgment, in
depositories other than banks;
(k) To make and amend rules and regulations; and
(l) To open bank accounts on behalf o the Association and designate
The signatories required.
ARTICLE VI
Officers and Their Duties
Section 6.01 Officers. The officers of the Association shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board may from time to time by resolution create. No more than two officers shall come from any one District.
Section 6.02 Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at its meeting held following each annual meeting of the Voting Members.
Section 6.03 Term. The officers of the Association shall hold office for one year unless any such officer shall sooner resign, be removed or otherwise disqualified to serve.
Section 6.04 Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time upon giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice, or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.05 Execution of Documents All agreements, contract, deeds, leases and Other instruments of the Association shall be executed by at least two (2) officers, except that checks drawn on Association accounts may be executed, if authorized by proper resolution, by either the Treasurer or the President.
Section 6.06 Multiple Offices. No person shall simultaneously hold more than any oneoffice; except in the case of special offices created by the Board pursuant to the authority as set forth in this Article.
Section 6.07 Duties. The duties of the officers are as follows:
(a) President. The president shall preside at all meetings of the
Association and Board of Directors; shall see that orders and resolutions of the Board are carried out; and shall be one of the signatories on all notes, leases, mortgages, deeds and other written instruments, other than checks, which may be signed by either the President or the Treasurer, if the Board shall by resolution so provide.
(b) Vice President. The Vice President shall act in the place and stead of The President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) Secretary. The Secretary shall record the votes and keep the minutes of the proceedings of the Board and the Association; keep the corporate seal of the Association and affix it on all papers requiring such seal; serve notice of meetings on the Board and Voting Members; keep current records showing the names of members of the Association, together with their addresses, and shall perform such other duties as may be required by the Board.
(d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of the budget approved by the Board; he shall, unless signed by the President, sign all checks of the Association and all promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year, and shall prepare an annual budget and statement of income and expenditures to be presented at the regular annual meeting of the Association.
ARTICLE VII
Committees
Section7.01 General. Committees to perform such tasks and to serve for such periods as may be designated by resolution adopted by the Board of Directors are hereby authorized. Each committee shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee, or with rules adopted by the Board of Directors, or provisions of these Bylaws or the Master Declaration.
Section7.02 Neighborhood Committees. In addition to other committees provided by
Section 7.01, There shall be Neighborhood committees for each of the Neighborhoods established within the Properties. Each Neighborhood committee shall consist of three Members; provided, however, by vote of at least fifty percent (50%) of the Members of the Neighborhood, the number may be increased to five. Any Director elected from a Neighborhood shall be an Ex Officio, Member of the Neighborhood Committee. It shall be the responsibility of the Neighborhood committee to nominate Directors and to determine the nature and extent of services, if any, to be provided to Members in the Neighborhood, in addition to those provided to all Members of the Association in accordance with the Master Declaration.
ARTICLE VIII
Books and Records
Section 8.01. Inspection by Members and Mortgagees. The Master Declaration and Bylaws, Membership Register, Books of Account, Minutes of Meetings and other records and papers of the Association shall be available for inspection and copying by any Member, and by any holder, insurer or guarantor of any first mortgage, at all times during reasonable business hours, or under other reasonable circumstances.
Section 8.02 Rules of Inspection. The Board shall establish reasonable rules with respect to:
(a) Notice to be given to the custodian of the records
.
(b) Hours and days of the week when such inspections may be made; and
(c) Payment of the costs of reproducing copies of documents requested.
Section 8.03 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical Properties owned or controlled by the Association. The right of inspection of a Director includes the right to make extracts and copies of relevant documents at the expense of the Association.
Section 8.04 Upon written request, any Owner, or the holder of any first mortgage on any Lot or Unit, shall be entitled to receive a financial statement showing the statement of operations and the balance sheet of the Association for the immediately
preceding fiscal year.
ARTICLE IX
Assessments
As more fully provided in the Master Declaration, each Member is obligated to pay to the Association annual and special assessments, which are secured by a continuing lien upon the property against which the assessment is made. Any assessments, which are not paid when due, shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of interest charged on judgments in the State of Georgia, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose, the lien against the Property; and interest, costs and reasonable atttorneys’ fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided herein by non-use of the Common Area or by abandonment of his Lot or Unit.
ARTICLE X
Corporate Seal
The Association may have a seal in circular form having within its circumference the words: Southbridge Homeowners Association, Inc.
