BY-LAWS Section 1. Name and Location Section 2. Governing Statutes and Documents.. Section 3. Definitions Section 4. Application . Section 5. Corporate Seal Section 6 Books and Records Section 1. Membership Section 2. Suspension of Membership Rights . Section 1. Purpose and Powers Section 2. Dedication Section 2. Annual Meeting Section 3. Special Meetings Section 4, Quorum Section 5. Adjourned Meetings Section 6. Order of Business Section 7. Elections and Voting Committee Section 8. Voting, Petitions and Proxies Section 9. Nomination and Election of Directors Section 1. Number Section 2. Term Section 3. Vacancies Section 4. Compensation Section 5. Indemnity Section 6. Removal and Resignation of Directors .... Section 7. Powers Section 8. Duties Section 2. Regular Meetings Section 3. Special Meetings Section 4. Waiver of Notice Section 5. Board of Directors Quorum Section 6. Action taken Without a Meeting Section 1. Enumeration of Officers . Section 2. Election of Officers Section 3. Term Section 4. Resignation and Removal Section 5. Vacancies Section 6. Multiples Offices Section 7. Duties Section 1. Fiscal Year Section 2. Fidelity Bonds Section 3. Records and Statements of Account Section 4. Annual Budget Section 5. Special Assessments Section 6. Collection of Assessments Section 7. Audits and Reports Section 1. Adoption Section 2. Notice to Members Section 3. Enforcement of Rules and Regulations Section 4. -Enforcement Procedures Section 5. No Waiver by Non-Enforcement Section 1. By the Board Section 2. By the Members Section 3. Limitations Section 4. Notice and Copies Section 1. Special Meeting of the Members to Amend the By-Laws Section 2. Resolution to Amend, How Made Section 3. Calling and Notice of Meeting Section 4. Amendments at Annual Meeting Section 5. Notice of Adoption of Amendment to By-Laws Section 6. Limitations Section 1. Notice of Meetings and Elections Section 2. Notice of Adoption of Rules and Regulations BY-LAWS of PROJECT RENEW, INC. ARTICLE I GENERAL PROVISIONS Section 1. Name and Location: The name of the Corporation shall be Project Renew, Incorporated and the principal office of the Corporation shall be located at 521 North Hull Street, Athens, Georgia 30601. Section 2. Governing Statutes and Documents: The Articles of Incorporation of Project Renew, Inc. (the "Articles"), Conditions, Restrictions, etc. shall be recorded in the County of Clarke and may be amended from time to time with respect to the Declarations, these By-Laws, and any rules and regulations (the "Rules and Regulations") promulgated pursuant to these by-laws, shall constitute the governing documents of the Corporation. Section 3. Definitions: Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the Declarations. As used in these By-Laws, the masculine, feminine and neuter each includes the other, the singular and the plural each includes the other, and these By-Laws shall be read accordingly when required by the facts. Section 4. Application: All of the present or future members, owners and tenants, guests and invitees of members and any other person that might use or occupy the property or any part of shall be subject to the rules, restrictions, terms and conditions contained in the Articles, the Declarations, these By-Laws, and the Rules and Regulations. Section 5. Co!porate Seal: The Corporation shall have a sea] in circular form having within its circumference the words: PROJECT RENEW, INC., and the words "Corporate Seal". Section 6. Books and Records: The books, records, and papers of the Corporation shall be subject to inspection by any Member during, reasonable business hours upon reasonable notice. The Declarations, the Articles, the By-Laws and the Rules and Regulations of the Corporation shall be available for inspection by any Member or his agent at the principal office of the Corporation and copies may be purchased at a reasonable cost. ARTICLE II MEMBERSHIP Section 1. MembershilL The membership of the Corporation shall be limited to those persons entitled to membership as provided in the Declarations. Any person who has been issued a Certificate of Membership may be a member. Section 2. Suspension of Membership Rights- Without limiting the remedies of the Corporation under the Declarations, during any period in which a member breaches their fiduciary responsibility, the Board of Directors may suspend the voting rights of such member. ARTICLE III PURPOSE AND POWERS OF THE CORPORATION Section 1. Purpose and Powers: The purpose of the Corporation is to provide housing and other activities which re-establish and maintain a strong, clean, wholesome community. In ~d-dition to, but not in limitation of, the general powers coiiferred by law, but subject to the provisions of the Declarations the Corporation shall have the power to own, acquire, construct, operate and maintain the Wimberly Property; to maintain unkempt lands, trees, shrubbery flowers or other vegetation; to enforce any and all covenants, casements, rules, regulations and restrictions applicable to various roperties; to acquire, convey and manage properties of every kind and description, whether real or personal to borrow money, issue bonds, promissory notes and other obligations and evidences of indebtedness and to secure the same by mortgage, deed, security deed, pledge or otherwise; and insofar as is permitted by law and the Declarations, to do any other thing that will promote, directly or indirectly, the recreation, health, safety, welfare, benefit and enjoyment of the Wimberly Property; to enhance, preserve and maintain property values within Hancock Avenue; and to take any other actions which might be necessary, proper, useful or incidental to the carrying out of the functions for which the Corporation is organized. Section 2. Dedication: The Corporation is irrevocably dedicated to and operated exclusively for nonprofit purposes. The Corporation shall have no stock or stockholders. The Corporation shall not create or participate in the carrying on of propaganda, or otherwise attempt to influence legislation, nor shall the Corporation participate. in or intervene in any political campaign on behalf of any candidate for public office (including publishing or distributing of political statements). ARTICLE IV MEETINGS OF MEMBERS Section 1. Place of Meeting: Meetings of the Members of the Corporation shall be held at such suitable place convenient to the Members as may be designated by the Board of Directors in the notice thereof, or at such other place as may be agreed upon by a majority of the Members entitled to vote thereon and designated in the notice thereof. Section 2. Annual Meqin& The annual meeting of the Members shall be held on the first Saturday in November at 5:00 p.m. at the C. D. Wilkerson Center of the First A.M.E. Church, 521 North Hull Street, Athens, Georgia 30601. Section 3. Special Meetings: The President shall be required to call a special meeting of the Members when so directed by a resolution of the Board of Directors, or when so directed by a petition signed by one-tenth (1/10) of all of the Members of the Corporation entitled to cast votes and presented to any Director. The call of a special meeting shall be by potice stating the time, the place, the purpose, and the order of business of such speci meeting. Only the business stated in the notice may be transacted at a special meeting. Section 4. Qgorum: At all meetings of the Members of the Corporation, regular or special, the presence, in person or by proxy, of Members entitled to cast at least fifteen percent (15%) of the total number of votes of the Corporation shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declarations, or these By-Laws. The acts of the majority of the Members present, in person or by proxy, entitled to cast votes, at a meeting at which a'quorum is present shall be the acts of the Members of the Corporation. Section 5 Adjourned Meetings If business cannot be transacted at any meeting because a quorum is not present, a maJority of the Members, present in person or by proxy, entitled to cast votes, may adjourn and may call a reconvened meeting which may be held no sooner than eight (8) days, but no more than thirty (30) days, after the date of the adjourned meeting, subject to the notice requirements set forth in Article XI, Section 1(c). The quorum required at the reconvened meeting shall be one-half (1/2) of the quorum required at the previous meeting, but shall be not less than fifteen (15%) of Members, present in person or by proxy, entitled to cast votes. However, the quorum required to amend the By-Laws shafl remain as set forth in Article X No business may be transacted at the reconvened meeting that could not have been transacted at the original meeting. Section 6. Order of Business: The order of business at meetings of the Members shall be as follows: (a) (b) (c) (d) (e) (f) (9) (h) (i) Closing of registration of Members and proxies. Proof of notice of meeting or waiver of notice. Reading of minutes of preceding meeting. Reports of officers. Reports of committees, if any. Report of election of Directors. Presentation and discussion or proposed budget. Unfinished business. New business. Section 7. Elections and Voting Committee: The Board of Directors shall appoint an Elections and Voting Committee as a standing committee. The said committee shall consist of a chairman and at least two or more other members. None of the committee members may be a Director or a candidate for office. It shall be the duty of the Elections and Voting Committee to conduct all elections and votes of the Members in accordance with rules adopted by the Board pursuant to Article IX of the By-Laws. Section 8. Voting, Petitions and Proxies: In every election, or vote of the Members, or petition, there shall be'one vote for each Member for each issue to be decided, or petition to be signed, or Director to be elected. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary, or Board designee, before the appointed time of each meeting at which a vote or election is to be held, or at such earlier time as may be established by the Elections and Voting Committee. Every proxy shall be revocable pursuant to the rules estabfished by the Elections and Voting committee and adopted by the Board of Directors. All voting, whether in person or by proxy, shall be done in accordance with the procedures established by the Elections and Voting Committee. All procedures established by the Elections and Voting Comn-dttee must be first approved by the Board of Directors before becoming effective. Section 9. Nomination and Election of Directors: Each,nominated candidate for a specific office election shall file a petition for candidacy, signed by not less than five (5) Members of the Corporation in good standing. The petition for candidacy shall be filed with any member of the Board of Directors, or Board designee, at least ten (10) days before the date of the election. The Elections and Voting Committee shafl provide all Members of the Corporation with baflots containing the names of all candidates not later than five (5) days before the date of the election. Election shall be by secret written ballot. Should terms of varying lengths be open, the candidate receiving the most votes shall be deemed elected to the office with the longest term, the candidate receiving the next highest number of votes shall be deemed elected to the office with the next longest term, and so forth, until all vacancies have been filled. No candidate receiving less than five (5) votes shall be deemed elected to any office. ARTICLE V BOARD OF DIRECTORS Section 1. Number: The affairs of the Corporation shall be governed by a Board of Directors composed of five (5) persons, each of whom must be a resident-owner Member of the Corporation in good standing at all times during his service as a Director. Section 2. Term: The term of each Director shall be two (2) years. Two (2) seats shall be filled at each regular election occurring in an odd-numbered year. Three (3) seats shall be filled at each regular election occurring in an even-numbered year. The regular election of Directors shall be held on the same day as the annual meeting of the Members. Section 3. Vacancies: In the event of the death, resignation or removal of any Director, the following rules shall apply: (a) If, from the date of vacancy, the number of days remaining until the next scheduled election is 183 days br more, then the Board 'shall call a special election to be held within sixty (60) days to fill the remainder of the unexpired term. The special election shaH be cafled and held in accordance with the provisions of Article IV. "Meeting, of Members" and Article X, "Notice". (b) If, from the date of vacancy, the number of days remaining in the term is 183 days or more, and the number of days until the next scheduled election is 182 days or less, then the vacancy shall be filled at a special election which shall take place concurrently with such scheduled election, provided that the notice requirements for special elections set forth in Article X can be met. If the notice requirements cannot be met, then the Board shall call a special election to fill the vacancy, the same manner as is set forth in Article V, Section 3(a). (c if the remainder of the term is 182 days or less, no special election shall be held. (d) In any event in which a vacancy exists, a majority of' the remaining members of the Board may, but need* not, appoint a temporary Director to fill the vacancy until a special or regular election to fill such vacancy is held in accordance with the By-Laws. Such temporary Director must meet the qualification requirements for elected Directors. Section 4. Compensation- No Director shall receive compensation for any service he may render to the Corporation. However, any Director may be reimbursed with Board approval, for his actual expenses incurred in the performance of his duties, upon proper substantiation. Section 5. Indemni1y: The Corporation shall, to the extent permitted by law, indemnify each Officer and Director of the Corporation against expenses and liabilities reasonably incurred by him in connection with the defense of any action, suit, or proceedinc,, civil or criminal, to which he may be a party by reason of being, or having been, an Officer or Director of the Corporation, whether or not he is an Officer or Director at the time such expenses or liability arises. However, no Officer or Director shall be indemnified for any expense or liability arising from his own gross negligence or willful misconduct. The Corporation may purchase an maintain insurance on behalf of any Officer or Director against any claim asserted against him or any liability incurred by him in such capacity or arising out of his status as such, regardless of whether the Corporation has the power to indemnify him against such liability under this Article or otherwise. Premiums for any such insurance shall be paid by the Corporation. Section 6. Removal and Resignation of Directors: Failure of any Director to attend at least one (1) regular or special meeting of the Board of Directors for any period of one hundred (100) consecutive days shall be deemed to be a resignation. If any Director fails to meet the qualifications as set forth herein for the Board of Directors, such Director shall be deemed to have resigned, and his seat shall be declared vacant by the remaining Directors. Any Director may be removed from the Board of Directors, with or without causA~, by a vote or petition of a simple majority of the Members of the Corporation. Section 7. Powers: The Board of Directors shall have the power to: (a) Exercise for the Corporation all powers, duties and authority vested in or delegated to the Corporation by law, the Declarations, or these By-Laws, and not reserved for the Members by other provisions of these By-Laws, the Articles of Incorporation, or the Declarations: (b) Employ managers, independent contractors, and such other employees as it deems necessary, and to prescribe their duties. No management contract entered into by the Board may run in excess of one (1) year, unless it contains a provision granting the Corporation the right to cancel the contract, with or without cause, on thirty (30) days notice; (c) Cause the foreclosure of the lien against any property for which any general or special assessment has not been paid within thirty (30) days after its due date, or cause an action at law to be brought against the Member personally obligated to pay the same; and (d) Enter into mortgage agreements and obtain capital debt financing, subject to the provisions of the Declarations. Section 8. Duties: It shall be the duty of the Board of Directors to: (a) Adopt and publish rules and regulations governing the use of the facilities and the personal conduct of the Members and their guests thereon; (b) Enforce a of the terms of the Declarations, Articles, By-Laws, and Rules and Regulations of the Corporation; (c) Keep a complete record of all its corporate affairs (including minutes of the meetings of its Members and the meetings of its Board of Directors) and a record of the names and addresses of the Members; to prepare an annual financial statement available for the inspection by any Member or his agent, at any reasonable time; (d) Supervise all Officers, agents, and employees of the Corporation and see that their duties are properly performed; (e) Issue upon demand by any Member, for a reasonable charge, a certificate setting forth whether or not any assessment has been paid by such Member and giving evidence thereof, (f) Cause the property to be maintained; and (g) Purchase adequate liability insurance, including, but not limited to, errors and omissions coverage with respect to Officers, Directors and employees, and hazard insurance on the Common Area and other property owned by the Corporation. I ARTICLE VI MEETINGS OF DIRECTORS I Section 1. Organization Meeting: Within ten (10) days following the election of appointment of any new Director(s), the Board of Directors shall hold a meeting at such place As shall be fixed by the Directors at the meeting at which such newly elected Director was elected or appointed. No additional notice shall be necessary to the newly elected Director to call and hold such organization meeting; provided, however, that a majority of the whole Board was present at the meeting at which the new Director was elected or appointed. Section 2. Regglar Meetings: Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held bi-monthly. Notice of regular meetings of the Board of Directors shall be given by the Secretary or other Board designee to each Directors, personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting. The regular monthly meeting of the Board of Directors shall be open to the Members, but such meeting shall not be deemed to be a meeting of the Members of the Corporation. Section 3. Special Meetings: Special meetings of the Board of Directors may be called by the President on two (2) 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, upon the written request of at least two (2) Directors. Section 4. Waiver of Notice: Before, at or after any meeting of the Board of Directors, any Director may waive notice of such meeting. 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 of the time and place thereof. Section 5. Board of Directors Quorum: At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business. The acts of the majority of the Directors present at a meetina at which a quorum is present shall be the acts of the Board of Directors. If, at any meetings of the Board of Directors, less than a quorum is present, the majority of Directors present may adjourn the meeting and call for its reconvening at a later time. Directors not present at the adjourned meeting shall be given at least twenty-four (24) hours notice of the time and place of the g reconvening of such meeting. At any such reconvened meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 6. Action Takqn Without a Meeting: The Directors may take any action in the absence of a meetincr if the action taken receives the unanimous written approval of all of the Directors. ARTICLE VII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers: The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board may from time to time create by resolution. All Officers shall at a times be duly elected or appointed member of the Board of Directors, in good standing. Section 2. Election of Officers: The election of Officers shall take place at the first meeting of the Board of Directors following the regularly schedules annual election of the Board. Section 3. Term: The Officers of this Corporation shall be elected annually by a majority of the Board of Directors. Each Officer shall hold office for one year unless he shall sooner resign, be removed or otherwise be disqualified from serving. Section 4. Resignation and Removal: Any Officer may be removed from office by a vote of a majority of the Board of Directors. Any Officer may resign at any time by giving written notice to the Board, to the President, or to the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. Unless otherwise specified therein, such resignation need not be accepted in order to be effective. Section 5. Vacancies: A vacancy in any office may be filled at any time by a majority vote of the Board of Directors. The person elected to fill such vacancy shall serve for the remainder of the term of the Officer being replaced. Section 6. Multiple Offices: Each Director may hold more than one office, except that no Director may hold both the offices of President and Secretary at the same time.. Section 7. Duties: The duties of the Officers are as follows: (a) President. The President shall be the Ch~ief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shah, in general, manage, supervise and control all of the business and affairs of the Corporation, and perform such other duties as may be required by the Board. The President shall, when present, preside at all meetings of the Members. The president may sign any contract, deed, mortgage, bond, policy of insurance, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing or the execution thereof shall be expressly delegated by the Declarations, the By-Laws, or a resolution of the Board of Directors to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. (b) Vice-President: The Vice-President shall act in the place and stead of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and perform such other duties as may be required by the Board. (c) Secretary: The Secretary, or Board designee, shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members, shall keep the corporate seal of the Corporation and affix it upon the minutes of the meetings of the Board of Directors, and Members and upon other calendar year.papers requiring the sea], shall serve notice of meetings of the Board and of the Members, shall keep appropriate current records showing the Members of the Corporation, together with their addresses, shall maintain and keep current a book of Rules and Regulations of the Corporation, and shall perform such other duties as may be required by the Board. (d) Treasurer: The Treasurer shall cause all monies of the Corporation to be received and deposited in the appropriate bank accounts and shall disburse such funds as directed by resolution of the Board of Directors, shall keep proper books of account, shall cause an annual audit of the Corporation books to be made by a Certified Public Accountant selected by the Board of Directors at the completion of each fiscal year, shall cause to be prepared monthly reports reflecting financial matters pertinent to the Corporation, shall cause to be prepared a proposed annual budget and a statement of income and expenditures to be presented to the Members at the regular annual meeting of the Members, and shall make available a copy of any such documents to the Members. The Treasurer shall sign a checks and promissory notes of the Corporation; except that the Board may (a) elect another Board member as Assistant Treasurer who shall share the duties with the Treasurer; and (b) may establish an office operating fund or checking account to be administered by designated employees. The Board shall set reasonable maximum limits for both the balance and individual expenditures of such account. The Treasurer shall also perform such other duties as may be required by the Board. ARTICLE VIII FINANCES Section 1. Fiscal Year: The fiscal year of the Corporation shall be the Section 2. Fidelijy Bonds: The Board shall require that any Director,' Officer, managing agent, contractor, or employee of the Corporation handlincr or responsible for Corporation funds shall furnish an adequate fidelity bond; provided, however, that the Corporation shall pay the premium for any such bond that it requires. Section 3. Records and Statements of Account: The Board shall cause to be kept detailed and accurate accounting records of the Corporation, including, but not limited to, records of all receipts, expenditures, operating accounts, reserve accounts and committee accounts. The Corporation shall maintain such records in accordance with generally accepted accounting principles. All financial records of the Corporation hours,on reasonable notice, during weekdays. Separate accounts shall be maintained for all expenditures, receipts, and capital reserves pertaining to the Corporations obligation to provide exterior operations maintenance for those living units for which exterior maintenance xpenses are required. Section 4. Annual Budget: Each year the Board shall prepare and distribute to all Members a proposed estimated budget not later than thirty (30) days prior to the annual meeting of the Members. The Board shall adopt a final budget not later than the adjournment of the December regular Board meeting. The Board shall distribute to the Members copies of the budget as finally adopted, along with the notice of the general assessment of the ensuing fiscal year. Both the proposed and the finally adopted budget (i) shall set forth with particularity all anticipated expenses, by category, as well as all anticipated assessments, other income and cash requirements for the ensuing fiscal year, including, but not limited to, salaries, wages, payroll taxes, legal and accounting fees, working capital funds, and costs of supplies, materials, parts, services, maintenance, repairs, replacements, landscaping, insurance, fuel, power, and all other expenses; (ii) shall set forth the amount of and schedule of payments for each Mernber's general assessment for ARTICLE IX RULES AND REGULATIONS Section 1. Adoption: Each rule and regulation of the Corporation must be adopted by resolution of the Board of Directors. To be effective and enforceable, a rule or regulation must be adopted by the Board; must not conflict with the Declarations, the Articles of Incorporation, or these By-Laws; and must be placed in the Book of Rules and Regulations maintained by the Secretary of the Corporation. Section 2. Notice to Members: Notice of the adoption or modification of any rule or regulation shall be given to the Members in accordance with Article X, Section 2. Section 3. Enforcement of Rules and Regulations: In order to enforce the terms and provisions of the Declarations, these By-Laws and the Rules and Regulations, and in addition to other rights of the remedies available to the Corporation under the Declarations or these By-Laws or otherwise at law or in equity, the Corporation shall be empowered to impose and assess fines. The Corporation shall not impose fines or suspend any rights of any tenant or other occupant, unless and until the procedures set forth in Section 4, below, are followed. Section 4. Enforcement Procedures: If the Corporation shall discover any breach of the Declarations or of these By-Laws, or of any violation of the Rules and Regulations, the Board shaH implement the following procedures prior to imposing any fines or suspending any fights of any Member: (i) The Board shall deliver written demand to the alleged violator (and if such alleged violate is an occupant, lessee, tenant, invitee or guest of any Member, shall also deliver such demand to the Member) to cease and desist from the alleged breach or violation. Such written demand shall describe the alleged violation, the action required to abate the violation and the time period, not less than ten (10) days, during which the violation ma be abated without further sanction. The y notice shall contain the penalty that may be imposed for the violation. The notice may also contain a statement that any further violation of the same rule may result in the imposition of sanction after notice and hearing. If the original violation can be cured or abated, and is cured or abated within ten days of the demand, then no further sanction will be imposed. (ii) Within twelve (12) months of such demand, if the violation or breach continues past the period allowed in the demand for abatement without penalty, the Corporation shall deliver to the alleged violator (and if such alleged violator is an occupant, tenant, lessee.' invitee or guest of any Member, shall also deliver to the Member) notice of a hearing to be held b the Board during a regular or special Board meeting. The notice shall contain the nature of the alleged violation, the time and place of the hearing, which time shall not be less than ten (10) days from the giving of the notice, an invitation to attend the hearing and produce any statement, evidence and witnesses on his or her behalf, and the proposed sanction to be imposed. (iii) The Board shall hold the hearing pursuant to the notice affording the alleged violator a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meetings. Such proof shall be deemed adequate if a copy of the notice together with a statement of the date and manner of the delivery is entered by the Officer or Director who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting at which hearing is held shall contain a written statement of the results of the hearing and the sanction, if any, imposed. Section 5. No Waiver by Non Enforcement: Inasmuch as the enforcement of the Declarations, these By-Laws and the Rules and Regulations is essential for the protection of the present and future Members, it is hereby declared that any violation or breach thereof cannot be adequately compensated by recovery of damages, and that the Corporation, in addition to all other remedies, shall be entitled to an injunction to restrain any such violation, breach, or threatened violation or breach. No delay, fOure, or omission on the part of the Corporation in enforcing any of the Rules or Regulations shall be construed to be an acquiescence to the violation thereof No delay, failure, or omission on the part of the Corporation in enforcing any rule or regulation shall be deemed to be a waiver or bar to the Corporation's right thereafter to enforce such Rule or Regulations as ' to the same or any other violation or breach. No right of action shall accrue, nor shall any actions be brought or maintained against the Corporation or any of its Members, Directors, Officers, employees or agents because of any failure by the Corporation to bring any action to remedy any violation, breach, or threat of violation or of breach of any Of the Rules or Regulations, however long continues, or for the imposing of provisions or restrictions which may be unenforceable. ARTICLE X NOTICE Section 1. By the Board: Except as otherwise provided herein, the Board shall have the power to alter, amend or repeal any of the By-Laws, or to adopt new ByLaws, by a unanimous affirmative vote of all of the Directors. Section 2: By the Members: Any of these By-Laws may be altered, amended, or repealed, and new By-Laws adopted, at the annual meeting of the Members or at any special meeting of the Members called for the purpose of amending the By-Laws. The quorum required at any meeting of the Members amending the By-Laws shall be the presence, in person or by proxy, of Members entitled to cast at least fifteen percent (15%) of the total number of votes of the Corporation. An affirmative vote of two-thirds (2/3) of the quorum is required to amend the By-Laws. The Members may prescribe in any ByLaw altered, amended, repealed or adopted by them that such by-law shall not be further altered, amended, repealed or reinstated by the Board. This Article X shall not be altered, amended, or repealed by the Board. Section 3. Limitations: Neither the Board nor the Members shall alter, amend, repeals or adopt any By-Law i n any manner which conflicts with the Articles of Incorporation or the Declarations. Section 4. Notice and Copies: The Board may adopt amendments at any regular Board meeting and the Members may adopt amendments at their annual meeting, whether or not notice of such purpose has been given with respect to such meeting. Amendments shall not be adopted in any special Board meeting or any special meeting of the Members unless a notice of the subject matter of the proposed amendment shall have been included in the notice of such meeting. A copy of any By-Laws or any changes in the By-Laws, adopted by the Board or by the Members, shaH be delivered to each Member not more than fifteen (15) days after their adoption, an in any event, before the annual meeting of the Members next following the adoption of such By-Law or change. ARTICLE XI AMENDMENT Section 1. Special Meeting of the Members to Amend the By-Laws: These By-Laws may belamended at a special meeting of the Members, called for the purpose of amending the By-Laws. The quorum required at such special meetina, shall be the presence, in person or by proxy, of Members entitled to cast at least fifteen percent (15%) of the total number of votes of the Corporation. An affirmative vote of two-th~irds (2/3) of the quorum is required to amend the By-Laws. If business cannot be transacted at the special meeting to amend the By-Laws because a quorum is not present, a majority of the Members, present in person or by proxy, entitled to cast votes, may adjourn the meeting and may call a reconvened meeting which may be held no sooner than eight (8) days, but no more than thirty (30) days after the date of the adjourned meetinor, subject to the notice requirements set forth in Article XII, Section 1(c). The quorum required at the reconvened meetincgr shaH be one-half (1/2) of the quorum required at the previous meetings. If the quorum requirements of the Section are not met at the reconvened meeting, the President or Secretary of Board may call a special meeting of the Board to decide the issue, Said meeting must be held within sixty (60) days of the reconvened meeting. The proposed By-Law amendment may then be adopted only upon a unanimous vote of all of the Directors present at the special meeting of the Board of Directors called pursuant to this Section. Section 2. Resolution to Amend, How Made:. A resolution to amend to ByLaws may be proposed only: (1) by the President or the Board of Directors; or (2) by a petition to amend the By-Laws stating the substance of any proposed amendment, signed by Members entitled to cast at least one-tenth (1/10) of the total number of votes of the Corporation. A petition to amend the By-Laws shall be presented to the Board of Directors by delivering it to the President or the Vice-President of the Corporation. Section 3. Calling and Notice of Meeting: If the proposal to amend the ByLaws is made by the President or the Board of Directors, the Board of Directors shall call a special meeting of the Members to vote on the proposed amendment. If the proposal to amend the By-Laws is made by petition, the Board of Directors shall call a special meeting of the Members to vote on the proposed amendment. Notice of the meeting shall specify the place, day, and hour of the meeting, and shall state the substance of the proposed amendment which will be the subject of the meeting. Section 4. Amendments at Annual Meeting- The annual meeting of the Members of Corporation may be deemed to be a special meeting to amend the BY-Laws if the requirements of Section 3 of this Article are met. Section 5. Notice of Adoption of Amendment to By-Laws: A copy of any additions, changes, or amendments to these By-Laws shall be delivered to each Member not more thah fifteen (15) days after their adoption by delivering a copy to his mailing address as it appears olt the membership list of the Corporation. Section 6. Limitations: No amendment that is in conflict with the Articles of Incorporation or the Declarations may be adopted. ARTICLE XII NOTICE Section 1. Notice of Meetings and Elections: It shall be the duty of the Secretary or Board designee to mail a notice of each annual or special meeting of the Members to each Member whose name appears on the membership list of the Corporation, within the designated time from set forth below. Such notice shall state the purpose of the meeting, *the time, and the place where the meeting is to be held. Notice shall be deemed given when delivered to the Member or when deposited in the U. S. Mail, postage prepaid, addressed to the Member at his mailing, address as it appears on the membership list of the Corporation. Any Member may waive notice of any meeting in writing before, at, or after the meeting. The time frames for giving such notices shall be as follows: (a) Annual meetings, regular elections, and special elections: Notice shall be .given at least thirty (3 0) days, but not more than forty-five (45) days, prior to the meetina or election. The notice shall state the order of business of such meeting, shall invite petitions for candidates to run for Director, and shall state the requirements and time limitations for petitions of candidacy. (b) Special meeting of the membership: Notice shall be given at least fifteen (15) days, but not more than thirty (30) days, prior to the meeting. The notice shall state the order of business of such meeting. However, in the event that a special election shaU be held at such special meeting, the notice requirements for a special election must be satisfied, and, if amendment of the By-Laws is on the agenda of the meeting the time requirement of Article X must be met. (c) Reconvened Meetings: If any meeting of the membership is adjourned to be reconvened, notice of the reconvened meeting ., shall be given at least seven (7) days, but not more than thirty ('30) days prior to the date of the reconvened meeting. Section 2. Notice of Adoption of Rules and Regulations: Notice of the adoption or modification of any rule or regulation shall be given to the Members, within a reasonable time after the effective date of such adoption or. modification, by distributing a copy thereof to the Members. For the purposes of the Section (Article )G, Section 2) only, notice miy be debvered by any or all of the following methods (1) Posting a copy conspicuously in the use are affected; (2) Publishing a copy in the community newsletter; (3) Delivering a copy to each Lot. |
Project Renew, Inc. |
FIRST AME |
BY-LAWS Section 1. Name and Location Section 2. Governing Statutes and Documents.. Section 3. Definitions Section 4. Application . Section 5. Corporate Seal Section 6 Books and Records Section 1. Membership Section 2. Suspension of Membership Rights . Section 1. Purpose and Powers Section 2. Dedication Section 2. Annual Meeting Section 3. Special Meetings Section 4, Quorum Section 5. Adjourned Meetings Section 6. Order of Business Section 7. Elections and Voting Committee Section 8. Voting, Petitions and Proxies Section 9. Nomination and Election of Directors Section 1. Number Section 2. Term Section 3. Vacancies Section 4. Compensation Section 5. Indemnity Section 6. Removal and Resignation of Directors .... Section 7. Powers Section 8. Duties Section 2. Regular Meetings Section 3. Special Meetings Section 4. Waiver of Notice Section 5. Board of Directors Quorum Section 6. Action taken Without a Meeting Section 1. Enumeration of Officers . Section 2. Election of Officers Section 3. Term Section 4. Resignation and Removal Section 5. Vacancies Section 6. Multiples Offices Section 7. Duties Section 1. Fiscal Year Section 2. Fidelity Bonds Section 3. Records and Statements of Account Section 4. Annual Budget Section 5. Special Assessments Section 6. Collection of Assessments Section 7. Audits and Reports Section 1. Adoption Section 2. Notice to Members Section 3. Enforcement of Rules and Regulations Section 4. -Enforcement Procedures Section 5. No Waiver by Non-Enforcement Section 1. By the Board Section 2. By the Members Section 3. Limitations Section 4. Notice and Copies Section 1. Special Meeting of the Members to Amend the By-Laws Section 2. Resolution to Amend, How Made Section 3. Calling and Notice of Meeting Section 4. Amendments at Annual Meeting Section 5. Notice of Adoption of Amendment to By-Laws Section 6. Limitations Section 1. Notice of Meetings and Elections Section 2. Notice of Adoption of Rules and Regulations BY-LAWS of PROJECT RENEW, INC. ARTICLE I GENERAL PROVISIONS Section 1. Name and Location: The name of the Corporation shall be Project Renew, Incorporated and the principal office of the Corporation shall be located at 521 North Hull Street, Athens, Georgia 30601. Section 2. Governing Statutes and Documents: The Articles of Incorporation of Project Renew, Inc. (the "Articles"), Conditions, Restrictions, etc. shall be recorded in the County of Clarke and may be amended from time to time with respect to the Declarations, these By-Laws, and any rules and regulations (the "Rules and Regulations") promulgated pursuant to these by-laws, shall constitute the governing documents of the Corporation. Section 3. Definitions: Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the Declarations. As used in these By-Laws, the masculine, feminine and neuter each includes the other, the singular and the plural each includes the other, and these By-Laws shall be read accordingly when required by the facts. Section 4. Application: All of the present or future members, owners and tenants, guests and invitees of members and any other person that might use or occupy the property or any part of shall be subject to the rules, restrictions, terms and conditions contained in the Articles, the Declarations, these By-Laws, and the Rules and Regulations. Section 5. Co!porate Seal: The Corporation shall have a sea] in circular form having within its circumference the words: PROJECT RENEW, INC., and the words "Corporate Seal". Section 6. Books and Records: The books, records, and papers of the Corporation shall be subject to inspection by any Member during, reasonable business hours upon reasonable notice. The Declarations, the Articles, the By-Laws and the Rules and Regulations of the Corporation shall be available for inspection by any Member or his agent at the principal office of the Corporation and copies may be purchased at a reasonable cost. ARTICLE II MEMBERSHIP Section 1. MembershilL The membership of the Corporation shall be limited to those persons entitled to membership as provided in the Declarations. Any person who has been issued a Certificate of Membership may be a member. Section 2. Suspension of Membership Rights- Without limiting the remedies of the Corporation under the Declarations, during any period in which a member breaches their fiduciary responsibility, the Board of Directors may suspend the voting rights of such member. ARTICLE III PURPOSE AND POWERS OF THE CORPORATION Section 1. Purpose and Powers: The purpose of the Corporation is to provide housing and other activities which re-establish and maintain a strong, clean, wholesome community. In ~d-dition to, but not in limitation of, the general powers coiiferred by law, but subject to the provisions of the Declarations the Corporation shall have the power to own, acquire, construct, operate and maintain the Wimberly Property; to maintain unkempt lands, trees, shrubbery flowers or other vegetation; to enforce any and all covenants, casements, rules, regulations and restrictions applicable to various roperties; to acquire, convey and manage properties of every kind and description, whether real or personal to borrow money, issue bonds, promissory notes and other obligations and evidences of indebtedness and to secure the same by mortgage, deed, security deed, pledge or otherwise; and insofar as is permitted by law and the Declarations, to do any other thing that will promote, directly or indirectly, the recreation, health, safety, welfare, benefit and enjoyment of the Wimberly Property; to enhance, preserve and maintain property values within Hancock Avenue; and to take any other actions which might be necessary, proper, useful or incidental to the carrying out of the functions for which the Corporation is organized. Section 2. Dedication: The Corporation is irrevocably dedicated to and operated exclusively for nonprofit purposes. The Corporation shall have no stock or stockholders. The Corporation shall not create or participate in the carrying on of propaganda, or otherwise attempt to influence legislation, nor shall the Corporation participate. in or intervene in any political campaign on behalf of any candidate for public office (including publishing or distributing of political statements). ARTICLE IV MEETINGS OF MEMBERS Section 1. Place of Meeting: Meetings of the Members of the Corporation shall be held at such suitable place convenient to the Members as may be designated by the Board of Directors in the notice thereof, or at such other place as may be agreed upon by a majority of the Members entitled to vote thereon and designated in the notice thereof. Section 2. Annual Meqin& The annual meeting of the Members shall be held on the first Saturday in November at 5:00 p.m. at the C. D. Wilkerson Center of the First A.M.E. Church, 521 North Hull Street, Athens, Georgia 30601. Section 3. Special Meetings: The President shall be required to call a special meeting of the Members when so directed by a resolution of the Board of Directors, or when so directed by a petition signed by one-tenth (1/10) of all of the Members of the Corporation entitled to cast votes and presented to any Director. The call of a special meeting shall be by potice stating the time, the place, the purpose, and the order of business of such speci meeting. Only the business stated in the notice may be transacted at a special meeting. Section 4. Qgorum: At all meetings of the Members of the Corporation, regular or special, the presence, in person or by proxy, of Members entitled to cast at least fifteen percent (15%) of the total number of votes of the Corporation shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declarations, or these By-Laws. The acts of the majority of the Members present, in person or by proxy, entitled to cast votes, at a meeting at which a'quorum is present shall be the acts of the Members of the Corporation. Section 5 Adjourned Meetings If business cannot be transacted at any meeting because a quorum is not present, a maJority of the Members, present in person or by proxy, entitled to cast votes, may adjourn and may call a reconvened meeting which may be held no sooner than eight (8) days, but no more than thirty (30) days, after the date of the adjourned meeting, subject to the notice requirements set forth in Article XI, Section 1(c). The quorum required at the reconvened meeting shall be one-half (1/2) of the quorum required at the previous meeting, but shall be not less than fifteen (15%) of Members, present in person or by proxy, entitled to cast votes. However, the quorum required to amend the By-Laws shafl remain as set forth in Article X No business may be transacted at the reconvened meeting that could not have been transacted at the original meeting. Section 6. Order of Business: The order of business at meetings of the Members shall be as follows: (a) (b) (c) (d) (e) (f) (9) (h) (i) Closing of registration of Members and proxies. Proof of notice of meeting or waiver of notice. Reading of minutes of preceding meeting. Reports of officers. Reports of committees, if any. Report of election of Directors. Presentation and discussion or proposed budget. Unfinished business. New business. Section 7. Elections and Voting Committee: The Board of Directors shall appoint an Elections and Voting Committee as a standing committee. The said committee shall consist of a chairman and at least two or more other members. None of the committee members may be a Director or a candidate for office. It shall be the duty of the Elections and Voting Committee to conduct all elections and votes of the Members in accordance with rules adopted by the Board pursuant to Article IX of the By-Laws. Section 8. Voting, Petitions and Proxies: In every election, or vote of the Members, or petition, there shall be'one vote for each Member for each issue to be decided, or petition to be signed, or Director to be elected. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary, or Board designee, before the appointed time of each meeting at which a vote or election is to be held, or at such earlier time as may be established by the Elections and Voting Committee. Every proxy shall be revocable pursuant to the rules estabfished by the Elections and Voting committee and adopted by the Board of Directors. All voting, whether in person or by proxy, shall be done in accordance with the procedures established by the Elections and Voting Committee. All procedures established by the Elections and Voting Comn-dttee must be first approved by the Board of Directors before becoming effective. Section 9. Nomination and Election of Directors: Each,nominated candidate for a specific office election shall file a petition for candidacy, signed by not less than five (5) Members of the Corporation in good standing. The petition for candidacy shall be filed with any member of the Board of Directors, or Board designee, at least ten (10) days before the date of the election. The Elections and Voting Committee shafl provide all Members of the Corporation with baflots containing the names of all candidates not later than five (5) days before the date of the election. Election shall be by secret written ballot. Should terms of varying lengths be open, the candidate receiving the most votes shall be deemed elected to the office with the longest term, the candidate receiving the next highest number of votes shall be deemed elected to the office with the next longest term, and so forth, until all vacancies have been filled. No candidate receiving less than five (5) votes shall be deemed elected to any office. ARTICLE V BOARD OF DIRECTORS Section 1. Number: The affairs of the Corporation shall be governed by a Board of Directors composed of five (5) persons, each of whom must be a resident-owner Member of the Corporation in good standing at all times during his service as a Director. Section 2. Term: The term of each Director shall be two (2) years. Two (2) seats shall be filled at each regular election occurring in an odd-numbered year. Three (3) seats shall be filled at each regular election occurring in an even-numbered year. The regular election of Directors shall be held on the same day as the annual meeting of the Members. Section 3. Vacancies: In the event of the death, resignation or removal of any Director, the following rules shall apply: (a) If, from the date of vacancy, the number of days remaining until the next scheduled election is 183 days br more, then the Board 'shall call a special election to be held within sixty (60) days to fill the remainder of the unexpired term. The special election shaH be cafled and held in accordance with the provisions of Article IV. "Meeting, of Members" and Article X, "Notice". (b) If, from the date of vacancy, the number of days remaining in the term is 183 days or more, and the number of days until the next scheduled election is 182 days or less, then the vacancy shall be filled at a special election which shall take place concurrently with such scheduled election, provided that the notice requirements for special elections set forth in Article X can be met. If the notice requirements cannot be met, then the Board shall call a special election to fill the vacancy, the same manner as is set forth in Article V, Section 3(a). (c if the remainder of the term is 182 days or less, no special election shall be held. (d) In any event in which a vacancy exists, a majority of' the remaining members of the Board may, but need* not, appoint a temporary Director to fill the vacancy until a special or regular election to fill such vacancy is held in accordance with the By-Laws. Such temporary Director must meet the qualification requirements for elected Directors. Section 4. Compensation- No Director shall receive compensation for any service he may render to the Corporation. However, any Director may be reimbursed with Board approval, for his actual expenses incurred in the performance of his duties, upon proper substantiation. Section 5. Indemni1y: The Corporation shall, to the extent permitted by law, indemnify each Officer and Director of the Corporation against expenses and liabilities reasonably incurred by him in connection with the defense of any action, suit, or proceedinc,, civil or criminal, to which he may be a party by reason of being, or having been, an Officer or Director of the Corporation, whether or not he is an Officer or Director at the time such expenses or liability arises. However, no Officer or Director shall be indemnified for any expense or liability arising from his own gross negligence or willful misconduct. The Corporation may purchase an maintain insurance on behalf of any Officer or Director against any claim asserted against him or any liability incurred by him in such capacity or arising out of his status as such, regardless of whether the Corporation has the power to indemnify him against such liability under this Article or otherwise. Premiums for any such insurance shall be paid by the Corporation. Section 6. Removal and Resignation of Directors: Failure of any Director to attend at least one (1) regular or special meeting of the Board of Directors for any period of one hundred (100) consecutive days shall be deemed to be a resignation. If any Director fails to meet the qualifications as set forth herein for the Board of Directors, such Director shall be deemed to have resigned, and his seat shall be declared vacant by the remaining Directors. Any Director may be removed from the Board of Directors, with or without causA~, by a vote or petition of a simple majority of the Members of the Corporation. Section 7. Powers: The Board of Directors shall have the power to: (a) Exercise for the Corporation all powers, duties and authority vested in or delegated to the Corporation by law, the Declarations, or these By-Laws, and not reserved for the Members by other provisions of these By-Laws, the Articles of Incorporation, or the Declarations: (b) Employ managers, independent contractors, and such other employees as it deems necessary, and to prescribe their duties. No management contract entered into by the Board may run in excess of one (1) year, unless it contains a provision granting the Corporation the right to cancel the contract, with or without cause, on thirty (30) days notice; (c) Cause the foreclosure of the lien against any property for which any general or special assessment has not been paid within thirty (30) days after its due date, or cause an action at law to be brought against the Member personally obligated to pay the same; and (d) Enter into mortgage agreements and obtain capital debt financing, subject to the provisions of the Declarations. Section 8. Duties: It shall be the duty of the Board of Directors to: (a) Adopt and publish rules and regulations governing the use of the facilities and the personal conduct of the Members and their guests thereon; (b) Enforce a of the terms of the Declarations, Articles, By-Laws, and Rules and Regulations of the Corporation; (c) Keep a complete record of all its corporate affairs (including minutes of the meetings of its Members and the meetings of its Board of Directors) and a record of the names and addresses of the Members; to prepare an annual financial statement available for the inspection by any Member or his agent, at any reasonable time; (d) Supervise all Officers, agents, and employees of the Corporation and see that their duties are properly performed; (e) Issue upon demand by any Member, for a reasonable charge, a certificate setting forth whether or not any assessment has been paid by such Member and giving evidence thereof, (f) Cause the property to be maintained; and (g) Purchase adequate liability insurance, including, but not limited to, errors and omissions coverage with respect to Officers, Directors and employees, and hazard insurance on the Common Area and other property owned by the Corporation. I ARTICLE VI MEETINGS OF DIRECTORS I Section 1. Organization Meeting: Within ten (10) days following the election of appointment of any new Director(s), the Board of Directors shall hold a meeting at such place As shall be fixed by the Directors at the meeting at which such newly elected Director was elected or appointed. No additional notice shall be necessary to the newly elected Director to call and hold such organization meeting; provided, however, that a majority of the whole Board was present at the meeting at which the new Director was elected or appointed. Section 2. Regglar Meetings: Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held bi-monthly. Notice of regular meetings of the Board of Directors shall be given by the Secretary or other Board designee to each Directors, personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting. The regular monthly meeting of the Board of Directors shall be open to the Members, but such meeting shall not be deemed to be a meeting of the Members of the Corporation. Section 3. Special Meetings: Special meetings of the Board of Directors may be called by the President on two (2) 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, upon the written request of at least two (2) Directors. Section 4. Waiver of Notice: Before, at or after any meeting of the Board of Directors, any Director may waive notice of such meeting. 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 of the time and place thereof. Section 5. Board of Directors Quorum: At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business. The acts of the majority of the Directors present at a meetina at which a quorum is present shall be the acts of the Board of Directors. If, at any meetings of the Board of Directors, less than a quorum is present, the majority of Directors present may adjourn the meeting and call for its reconvening at a later time. Directors not present at the adjourned meeting shall be given at least twenty-four (24) hours notice of the time and place of the g reconvening of such meeting. At any such reconvened meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 6. Action Takqn Without a Meeting: The Directors may take any action in the absence of a meetincr if the action taken receives the unanimous written approval of all of the Directors. ARTICLE VII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers: The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board may from time to time create by resolution. All Officers shall at a times be duly elected or appointed member of the Board of Directors, in good standing. Section 2. Election of Officers: The election of Officers shall take place at the first meeting of the Board of Directors following the regularly schedules annual election of the Board. Section 3. Term: The Officers of this Corporation shall be elected annually by a majority of the Board of Directors. Each Officer shall hold office for one year unless he shall sooner resign, be removed or otherwise be disqualified from serving. Section 4. Resignation and Removal: Any Officer may be removed from office by a vote of a majority of the Board of Directors. Any Officer may resign at any time by giving written notice to the Board, to the President, or to the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. Unless otherwise specified therein, such resignation need not be accepted in order to be effective. Section 5. Vacancies: A vacancy in any office may be filled at any time by a majority vote of the Board of Directors. The person elected to fill such vacancy shall serve for the remainder of the term of the Officer being replaced. Section 6. Multiple Offices: Each Director may hold more than one office, except that no Director may hold both the offices of President and Secretary at the same time.. Section 7. Duties: The duties of the Officers are as follows: (a) President. The President shall be the Ch~ief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shah, in general, manage, supervise and control all of the business and affairs of the Corporation, and perform such other duties as may be required by the Board. The President shall, when present, preside at all meetings of the Members. The president may sign any contract, deed, mortgage, bond, policy of insurance, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing or the execution thereof shall be expressly delegated by the Declarations, the By-Laws, or a resolution of the Board of Directors to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. (b) Vice-President: The Vice-President shall act in the place and stead of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and perform such other duties as may be required by the Board. (c) Secretary: The Secretary, or Board designee, shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members, shall keep the corporate seal of the Corporation and affix it upon the minutes of the meetings of the Board of Directors, and Members and upon other calendar year.papers requiring the sea], shall serve notice of meetings of the Board and of the Members, shall keep appropriate current records showing the Members of the Corporation, together with their addresses, shall maintain and keep current a book of Rules and Regulations of the Corporation, and shall perform such other duties as may be required by the Board. (d) Treasurer: The Treasurer shall cause all monies of the Corporation to be received and deposited in the appropriate bank accounts and shall disburse such funds as directed by resolution of the Board of Directors, shall keep proper books of account, shall cause an annual audit of the Corporation books to be made by a Certified Public Accountant selected by the Board of Directors at the completion of each fiscal year, shall cause to be prepared monthly reports reflecting financial matters pertinent to the Corporation, shall cause to be prepared a proposed annual budget and a statement of income and expenditures to be presented to the Members at the regular annual meeting of the Members, and shall make available a copy of any such documents to the Members. The Treasurer shall sign a checks and promissory notes of the Corporation; except that the Board may (a) elect another Board member as Assistant Treasurer who shall share the duties with the Treasurer; and (b) may establish an office operating fund or checking account to be administered by designated employees. The Board shall set reasonable maximum limits for both the balance and individual expenditures of such account. The Treasurer shall also perform such other duties as may be required by the Board. ARTICLE VIII FINANCES Section 1. Fiscal Year: The fiscal year of the Corporation shall be the Section 2. Fidelijy Bonds: The Board shall require that any Director,' Officer, managing agent, contractor, or employee of the Corporation handlincr or responsible for Corporation funds shall furnish an adequate fidelity bond; provided, however, that the Corporation shall pay the premium for any such bond that it requires. Section 3. Records and Statements of Account: The Board shall cause to be kept detailed and accurate accounting records of the Corporation, including, but not limited to, records of all receipts, expenditures, operating accounts, reserve accounts and committee accounts. The Corporation shall maintain such records in accordance with generally accepted accounting principles. All financial records of the Corporation hours,on reasonable notice, during weekdays. Separate accounts shall be maintained for all expenditures, receipts, and capital reserves pertaining to the Corporations obligation to provide exterior operations maintenance for those living units for which exterior maintenance xpenses are required. Section 4. Annual Budget: Each year the Board shall prepare and distribute to all Members a proposed estimated budget not later than thirty (30) days prior to the annual meeting of the Members. The Board shall adopt a final budget not later than the adjournment of the December regular Board meeting. The Board shall distribute to the Members copies of the budget as finally adopted, along with the notice of the general assessment of the ensuing fiscal year. Both the proposed and the finally adopted budget (i) shall set forth with particularity all anticipated expenses, by category, as well as all anticipated assessments, other income and cash requirements for the ensuing fiscal year, including, but not limited to, salaries, wages, payroll taxes, legal and accounting fees, working capital funds, and costs of supplies, materials, parts, services, maintenance, repairs, replacements, landscaping, insurance, fuel, power, and all other expenses; (ii) shall set forth the amount of and schedule of payments for each Mernber's general assessment for ARTICLE IX RULES AND REGULATIONS Section 1. Adoption: Each rule and regulation of the Corporation must be adopted by resolution of the Board of Directors. To be effective and enforceable, a rule or regulation must be adopted by the Board; must not conflict with the Declarations, the Articles of Incorporation, or these By-Laws; and must be placed in the Book of Rules and Regulations maintained by the Secretary of the Corporation. Section 2. Notice to Members: Notice of the adoption or modification of any rule or regulation shall be given to the Members in accordance with Article X, Section 2. Section 3. Enforcement of Rules and Regulations: In order to enforce the terms and provisions of the Declarations, these By-Laws and the Rules and Regulations, and in addition to other rights of the remedies available to the Corporation under the Declarations or these By-Laws or otherwise at law or in equity, the Corporation shall be empowered to impose and assess fines. The Corporation shall not impose fines or suspend any rights of any tenant or other occupant, unless and until the procedures set forth in Section 4, below, are followed. Section 4. Enforcement Procedures: If the Corporation shall discover any breach of the Declarations or of these By-Laws, or of any violation of the Rules and Regulations, the Board shaH implement the following procedures prior to imposing any fines or suspending any fights of any Member: (i) The Board shall deliver written demand to the alleged violator (and if such alleged violate is an occupant, lessee, tenant, invitee or guest of any Member, shall also deliver such demand to the Member) to cease and desist from the alleged breach or violation. Such written demand shall describe the alleged violation, the action required to abate the violation and the time period, not less than ten (10) days, during which the violation ma be abated without further sanction. The y notice shall contain the penalty that may be imposed for the violation. The notice may also contain a statement that any further violation of the same rule may result in the imposition of sanction after notice and hearing. If the original violation can be cured or abated, and is cured or abated within ten days of the demand, then no further sanction will be imposed. (ii) Within twelve (12) months of such demand, if the violation or breach continues past the period allowed in the demand for abatement without penalty, the Corporation shall deliver to the alleged violator (and if such alleged violator is an occupant, tenant, lessee.' invitee or guest of any Member, shall also deliver to the Member) notice of a hearing to be held b the Board during a regular or special Board meeting. The notice shall contain the nature of the alleged violation, the time and place of the hearing, which time shall not be less than ten (10) days from the giving of the notice, an invitation to attend the hearing and produce any statement, evidence and witnesses on his or her behalf, and the proposed sanction to be imposed. (iii) The Board shall hold the hearing pursuant to the notice affording the alleged violator a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meetings. Such proof shall be deemed adequate if a copy of the notice together with a statement of the date and manner of the delivery is entered by the Officer or Director who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting at which hearing is held shall contain a written statement of the results of the hearing and the sanction, if any, imposed. Section 5. No Waiver by Non Enforcement: Inasmuch as the enforcement of the Declarations, these By-Laws and the Rules and Regulations is essential for the protection of the present and future Members, it is hereby declared that any violation or breach thereof cannot be adequately compensated by recovery of damages, and that the Corporation, in addition to all other remedies, shall be entitled to an injunction to restrain any such violation, breach, or threatened violation or breach. No delay, fOure, or omission on the part of the Corporation in enforcing any of the Rules or Regulations shall be construed to be an acquiescence to the violation thereof No delay, failure, or omission on the part of the Corporation in enforcing any rule or regulation shall be deemed to be a waiver or bar to the Corporation's right thereafter to enforce such Rule or Regulations as ' to the same or any other violation or breach. No right of action shall accrue, nor shall any actions be brought or maintained against the Corporation or any of its Members, Directors, Officers, employees or agents because of any failure by the Corporation to bring any action to remedy any violation, breach, or threat of violation or of breach of any Of the Rules or Regulations, however long continues, or for the imposing of provisions or restrictions which may be unenforceable. ARTICLE X NOTICE Section 1. By the Board: Except as otherwise provided herein, the Board shall have the power to alter, amend or repeal any of the By-Laws, or to adopt new ByLaws, by a unanimous affirmative vote of all of the Directors. Section 2: By the Members: Any of these By-Laws may be altered, amended, or repealed, and new By-Laws adopted, at the annual meeting of the Members or at any special meeting of the Members called for the purpose of amending the By-Laws. The quorum required at any meeting of the Members amending the By-Laws shall be the presence, in person or by proxy, of Members entitled to cast at least fifteen percent (15%) of the total number of votes of the Corporation. An affirmative vote of two-thirds (2/3) of the quorum is required to amend the By-Laws. The Members may prescribe in any ByLaw altered, amended, repealed or adopted by them that such by-law shall not be further altered, amended, repealed or reinstated by the Board. This Article X shall not be altered, amended, or repealed by the Board. Section 3. Limitations: Neither the Board nor the Members shall alter, amend, repeals or adopt any By-Law i n any manner which conflicts with the Articles of Incorporation or the Declarations. Section 4. Notice and Copies: The Board may adopt amendments at any regular Board meeting and the Members may adopt amendments at their annual meeting, whether or not notice of such purpose has been given with respect to such meeting. Amendments shall not be adopted in any special Board meeting or any special meeting of the Members unless a notice of the subject matter of the proposed amendment shall have been included in the notice of such meeting. A copy of any By-Laws or any changes in the By-Laws, adopted by the Board or by the Members, shaH be delivered to each Member not more than fifteen (15) days after their adoption, an in any event, before the annual meeting of the Members next following the adoption of such By-Law or change. ARTICLE XI AMENDMENT Section 1. Special Meeting of the Members to Amend the By-Laws: These By-Laws may belamended at a special meeting of the Members, called for the purpose of amending the By-Laws. The quorum required at such special meetina, shall be the presence, in person or by proxy, of Members entitled to cast at least fifteen percent (15%) of the total number of votes of the Corporation. An affirmative vote of two-th~irds (2/3) of the quorum is required to amend the By-Laws. If business cannot be transacted at the special meeting to amend the By-Laws because a quorum is not present, a majority of the Members, present in person or by proxy, entitled to cast votes, may adjourn the meeting and may call a reconvened meeting which may be held no sooner than eight (8) days, but no more than thirty (30) days after the date of the adjourned meetinor, subject to the notice requirements set forth in Article XII, Section 1(c). The quorum required at the reconvened meetincgr shaH be one-half (1/2) of the quorum required at the previous meetings. If the quorum requirements of the Section are not met at the reconvened meeting, the President or Secretary of Board may call a special meeting of the Board to decide the issue, Said meeting must be held within sixty (60) days of the reconvened meeting. The proposed By-Law amendment may then be adopted only upon a unanimous vote of all of the Directors present at the special meeting of the Board of Directors called pursuant to this Section. Section 2. Resolution to Amend, How Made:. A resolution to amend to ByLaws may be proposed only: (1) by the President or the Board of Directors; or (2) by a petition to amend the By-Laws stating the substance of any proposed amendment, signed by Members entitled to cast at least one-tenth (1/10) of the total number of votes of the Corporation. A petition to amend the By-Laws shall be presented to the Board of Directors by delivering it to the President or the Vice-President of the Corporation. Section 3. Calling and Notice of Meeting: If the proposal to amend the ByLaws is made by the President or the Board of Directors, the Board of Directors shall call a special meeting of the Members to vote on the proposed amendment. If the proposal to amend the By-Laws is made by petition, the Board of Directors shall call a special meeting of the Members to vote on the proposed amendment. Notice of the meeting shall specify the place, day, and hour of the meeting, and shall state the substance of the proposed amendment which will be the subject of the meeting. Section 4. Amendments at Annual Meeting- The annual meeting of the Members of Corporation may be deemed to be a special meeting to amend the BY-Laws if the requirements of Section 3 of this Article are met. Section 5. Notice of Adoption of Amendment to By-Laws: A copy of any additions, changes, or amendments to these By-Laws shall be delivered to each Member not more thah fifteen (15) days after their adoption by delivering a copy to his mailing address as it appears olt the membership list of the Corporation. Section 6. Limitations: No amendment that is in conflict with the Articles of Incorporation or the Declarations may be adopted. ARTICLE XII NOTICE Section 1. Notice of Meetings and Elections: It shall be the duty of the Secretary or Board designee to mail a notice of each annual or special meeting of the Members to each Member whose name appears on the membership list of the Corporation, within the designated time from set forth below. Such notice shall state the purpose of the meeting, *the time, and the place where the meeting is to be held. Notice shall be deemed given when delivered to the Member or when deposited in the U. S. Mail, postage prepaid, addressed to the Member at his mailing, address as it appears on the membership list of the Corporation. Any Member may waive notice of any meeting in writing before, at, or after the meeting. The time frames for giving such notices shall be as follows: (a) Annual meetings, regular elections, and special elections: Notice shall be .given at least thirty (3 0) days, but not more than forty-five (45) days, prior to the meetina or election. The notice shall state the order of business of such meeting, shall invite petitions for candidates to run for Director, and shall state the requirements and time limitations for petitions of candidacy. (b) Special meeting of the membership: Notice shall be given at least fifteen (15) days, but not more than thirty (30) days, prior to the meeting. The notice shall state the order of business of such meeting. However, in the event that a special election shaU be held at such special meeting, the notice requirements for a special election must be satisfied, and, if amendment of the By-Laws is on the agenda of the meeting the time requirement of Article X must be met. (c) Reconvened Meetings: If any meeting of the membership is adjourned to be reconvened, notice of the reconvened meeting ., shall be given at least seven (7) days, but not more than thirty ('30) days prior to the date of the reconvened meeting. Section 2. Notice of Adoption of Rules and Regulations: Notice of the adoption or modification of any rule or regulation shall be given to the Members, within a reasonable time after the effective date of such adoption or. modification, by distributing a copy thereof to the Members. For the purposes of the Section (Article )G, Section 2) only, notice miy be debvered by any or all of the following methods (1) Posting a copy conspicuously in the use are affected; (2) Publishing a copy in the community newsletter; (3) Delivering a copy to each Lot. |
Officers and Members President .............................................Dr. Ivery D. Clifton Vice-President .....................................Mrs. Ruby Shaw Treasurer .............................................Mrs. Aurelia Scott Secretary & Project Manager..................Ms. Patricia A. Harrison Construction Project Manager.................Mr. Claude McKenzie Member................................................Mr. Lawrence Jenkins Member................................................Dr. Garfield Warren |
