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TBD – President TBD – Vice-president TBD – Secretary/Treasurer John Bass – Master at Arms Bill Nixon – Architecture Control TBD – Director at Large
TBD - Director at Large |
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THE LIBERTY HILLS COMMUNITY ASSOCIATION, INC. BY-LAWS ARTICLE I - NAME |
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| 1.1 |
The
name of this organization shall be "The Liberty Hills Community
Association, Inc." hereinafter called the "Association." The
Association, its successors and assigns, is a Georgia nonprofit
organization. |
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ARTICLE II – PURPOSE |
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| 2.1 |
The
objective of the Association is to provide for the preservation of
values and for the maintenance of common facilities and services and for
a vehicle for the administration and enforcement of covenants and
restrictions. |
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| 2.2 |
The
Association is organized exclusively for Liberty Hills Subdivision
purposes and is an exempt organization under section 501(c)(3) of the
Internal Revenue Code (or the corresponding provision of any future
United States Internal Revenue Law). The Association shall not carry on
any activities not permitted by an organization exempt from Federal
income tax. No part of the net earnings of the Association shall inure
to the benefit of, or be distributable to, its Members, directors,
officers, or other private persons, except that the Association shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make distributions in furtherance of its purposes. |
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ARTICLE III - ASSOCIATION YEAR |
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| 3.1 | The Association
year shall be from January 1 to December 31. |
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ARTICLE IV - MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION |
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| 4.1 | Every homeowner
and the Regis Development Company, hereinafter called the "Company,"
shall be Members of the Association. |
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| 4.2 | The Association
shall have two types of regular voting membership, as further described
in the Declaration of Covenants and Restrictions Establishing and
Providing for the Liberty Hills Community Association, Inc.,
(hereinafter called the Declaration), Article III, Section 2. |
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| 4.2.1 | Type "A" Members shall be all
Owners of residential lots, family dwelling units, and unsubdivided
land, except the Company so long as it is a Type "B" Member. Each Type
"A" Member shall be entitled to one vote regardless of the number of
properties which he or she might own or the size or value of such
properties. |
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| 4.2.2 | The Type "B" Member shall be
the Company. The Type "B" Member shall be entitled to the same number of
votes as are cumulatively held from time to time by all Type "A" Members
plus one vote. The Company shall continue as a Type "B" Member until
January 1, 2002, or such earlier time as it might, in its sole
discretion, elect to relinquish such membership. At such time as the
Company ceases to be a Type "B" Member, it shall be a Type "A" Member if
it is an owner. |
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| NOTE: | The principles of the
Declaration, Article III, shall apply to executing of proxies, waivers,
consents or objections, for the purpose of ascertaining the presence of
a quorum, voting rights and voting. |
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| 4.3 | Membership,
regardless of type, within the Association, shall not be transferable
and any Member who shall remove his or her ownership without the Liberty
Hills Subdivision shall, upon such removal, automatically have such
membership terminated, together with all rights and privileges
appurtenant thereto; provided, however, that any unamortized portion of
any dues, fees or other charges applicable to, and paid by, said member
may, upon written instructions from said Member, be transferred to any
individual otherwise meeting the membership qualifications of the
Association and becoming an owner within the lot of the former Member. |
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ARTICLE V - MEETINGS OF MEMBERS |
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| 5.1 | "Duly called
Meetings" of the Members may be held at any place within reasonable
proximity to Liberty Hills Subdivision as set forth in the notice
thereof, or in the event of a meeting held pursuant to waiver of notice,
as may be set forth in the waiver. |
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| 5.2 | The initial
meeting of Members shall be held to approve these Bylaws and elect the
Board of Directors. Thereafter, the annual meeting of Members shall be
held on the third Tuesday in September if not a legal holiday, and if a
legal holiday, on the next day after which, is not a legal holiday, at
7:00 o’clock in the p.m., for the purpose of electing Directors and
transacting any and all other business that may properly come before the
meeting. |
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| 5.3 | If the annual
meeting is not held on the day designated in Section 5.2, any business,
including the election of Directors, which might properly have been
acted upon at that meeting may be acted upon at any subsequent meeting
held pursuant to these Bylaws or to a court order requiring a substitute
annual meeting. |
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| 5.4 | Special meetings
of the Members of any particular type may be called at any time by the
President, and shall be called by the President or Secretary when so
directed by the Board of Directors or at the request in writing of the
Members having fifty percent (50%) or more of the votes in their
respective type. Such request shall state the purpose or purposes of the
proposed meeting. |
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| 5.5 | Except as
otherwise required by statute of the Declaration, written notice of each
meeting of the Members, whether annual or special, shall be served,
either personally or by mail, upon each member of record entitled to
vote at such meeting, not less than thirty (30) days in the case of the
annual meeting and not less than seven (7) days in the case of any other
special meeting. If mailed, such notice shall be directed to the Member
at his or her residence address last shown on the records of the
Association. Notice of any special meeting of members shall state the
purpose or purposes for which the meeting is called. Notice of any
meeting of Members shall not be required to be given to any Member who,
in person or by-proxy, either before or after such meeting, shall waive
such notice. Attendance of a Member at a meeting, either in person or by
proxy, shall of itself constitute waiver of notice and waiver of any and
all objections of the place of the meeting, the time of the meeting, and
the manner in which it has been called or convened, except when a member
attends a meeting solely for the purpose of stating, at the beginning of
the meeting, any such objection or objections to the transaction of
business. Notice of any adjourned meeting need not be given otherwise
than by announcement at the meeting at which the adjournment is taken. |
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| 5.6 | When required by
the Board of Directors, there shall be sent with notices of regular or
special meetings of the Association, a statement of certain motions to
be introduced for vote of the Members and a ballot on which each member
may vote for or against each motion. Each ballot which is presented at
such meeting shall be counted in calculating the quorum requirements.
Such ballots shall not be counted in determining whether a quorum is
present to vote upon motions not appearing on the ballot. |
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| 5.7 | All meetings of
the Association shall be governed and conducted in conformity with the
latest edition of Robert’s Rules of Order. |
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| 5.8 | A quorum shall be
deemed present based on the requirements in the Declaration, Article
III, Section 5. |
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| 5.9 | Voting on all
matters-shall be by member type, by voice or by show of hands unless any
qualified voter, prior to the voting on any matter, demands vote by
ballot, in which case each ballot shall state the name of the Member
voting, and if such ballot be cast by proxy, it shall also state the
name of the person exercising such proxy. |
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| 5.10 | Members in
arrears of their annual or special assessments shall forfeit all voting
rights. |
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| 5.11 | The votes
appertaining to any lot may be cast pursuant to a proxy duly executed by
the Member. No such proxy shall be revocable if it is not dated or if it
purports to be revocable without notice as aforesaid. No proxy shall be
voted after eleven (11) months from its date, unless such proxy provides
for a longer period. |
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| 5.12 | The President, or
in his or her absence, the Vice-President, shall serve as a chairperson
of every meeting. In the absence of the President or Vice-President,
some other person may be elected to serve as chairperson by a majority
vote of the votes represented at that meeting. The chairperson shall
appoint such persons as deemed necessary to assist with the meeting. |
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| 5.13 | Any meeting,
whether or not a quorum is present, may be adjourned by a majority of
the Members of a particular type represented at the meeting to reconvene
at a specific time and place. It shall not be necessary to give any
notice of the reconvened meeting or of the business to be transacted, if
the time and place of the reconvened meeting are announced at the
meeting which was adjourned. At any such reconvened meeting at which
persons entitled to cast more than one-fourth (1/4) of the votes of that
particular type of Members of the Association are present or represented
at the beginning of such reconvened meeting, any business may be
transacted which could have been transacted at the meeting which was
adjourned. |
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| 5.14 | Any action which
may be taken at a meeting of the Members may be taken without a meeting
if a written approval and consent, setting forth the action authorized,
shall be signed by a majority of the members entitled to vote on the
date on which the last such Member signs such approval and consent and
upon the filing of such approval and consent with the Secretary of the
Association having custody of its books and records. Such approval and
consent so filed shall have the same effect as a majority vote of
Members at a special meeting called for the purpose of considering the
action authorized. |
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ARTICLE VI—BOARD OF DIRECTORS |
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| 6.1 | The business and
affairs of the Association, the direction of its work, and the control
of its property shall be vested in its Board of Directors (hereinafter
referred to as the "Board"). |
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| 6.2 | The Board shall
consist of seven (7) directors elected as hereinafter provided, the
current officers, and the immediate Past-President. Members in arrears
of their annual or special assessments shall forfeit their rights to be
nominated/elected as a Member of the Board. |
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| 6.3 | At the first
election of Directors by the Members of the Association, which election
shall be held at the initial meeting of the Members, the individuals
receiving the highest number of votes shall be elected for a two (2)
year term. The four (4) individuals receiving the next highest number of
votes shall be elected for an initial term of one (1) year. At the next
annual meeting and in alternate years thereafter, election to such
positions shall also be for two (2) year terms. The individual receiving
the seventh (7th) highest number of votes shall be elected for a one (1)
year term. Each Director shall hold office for the term to which he or
she is elected or appointed and until his or her successor shall have
been elected or appointed and qualified, or until his or her earlier
resignation, removal from office or death. |
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| 6.4 | Any Director may
be removed from office with or without cause by the affirmative vote of
a majority of the Association members at an election of Directors.
Removal action may be taken at any meeting with respect to which notice
of such purpose has been given, and a removed Director’s successor may
be elected at the same meeting to serve the unexpired term. |
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| 6.5 | A vacancy
occurring in the Board of Directors may be filled for the unexpired term
by affirmative vote of a majority of the Directors remaining in office
though less than a quorum of the Board of Directors. Provided, however,
a vacancy occurring in the Board of Directors by reason of removal of a
Director shall be filled by a vote of the Association. |
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| 6.6 | Directors shall
not receive compensation for their services as Directors. A Director may
serve the Association in a capacity other than that of Director and
receive compensation, as determined by the Board of Directors, for
services rendered in that capacity; provided such compensation is paid
in accordance with a written agreement approved by a majority of the
Association at a meeting of which notice is given that such agreement
will be voted on. Additionally, Directors may be reimbursed for properly
documented expenses incurred in connection with their duties hereunder. |
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| 6.7 | The Board of
Directors by resolution adopted by a majority of the full Board of
Directors may designate from among its Members an Executive Committee
and one or more committees, each consisting of four (4) or more
Directors. Except as prohibited by law, each committee shall have the
authority set forth in the resolution establishing such committee. |
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| 6.8 | The Executive
Committee may act for and on behalf of the Association when the board is
not In session, but shall report to the Board all action which it takes
and such action shall be ratified by the Board at its next regular
meeting. It shall meet at such times as the committee or the chairperson
of the Committee may determine. |
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ARTICLE VII - MEETINGS OF THE BOARD OF
DIRECTORS |
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| 7.1 | Regular meetings
of the Board of Directors shall be held no later than November 1
following the annual meeting of members or any meeting held in lieu
thereof. In addition, the Board of Directors may schedule other meetings
to occur at regular intervals throughout the year. |
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| 7.2 | Special meetings
of the Board of Directors may be called by or at the request of the
President, or in his or her absence by the Secretary of the Association,
or by any three (3) Directors in office at the time. |
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| 7.3 | Directors may
hold their meetings at any place within Columbia County, Georgia, or at
such other place or places, as the Board of Directors may from time to
time establish for regular meetings or as is set forth in the notice of
special meetings or, in the event of a meeting held pursuant to waiver
of notice, as may be set forth in the waiver. |
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| 7.4 | No notice shall
be required for any regularly scheduled meeting of the Directors of the
Association. Unless waived or unless action is taken without a meeting
as contemplated in Section 7.7, the President or Secretary of the
Association or any Director thereof shall give notice to each Director
of each special meeting stating the time, place and purpose(s) of the
meeting. Such notice shall be given by mailing a notice of the meeting
at least five (5) days before the date of the meeting, or by telephone,
telegraph, cablegram or personal delivery at least three (3) days before
the date of the meeting. Notice shall be deemed to have been given by
telegram or cablegram at the time notice is filed with the transmitting
agency. Attendance by a Director at a meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting the transaction of business because the
meeting is not lawfully called. |
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| 7.5 | At all meetings
of the Board of Directors, the presence of a majority of the authorized
number of Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business. The act of a majority of
Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically
provided by law, by the Declaration or by these Bylaws. In the absence
of a quorum a majority of the Directors present at any meeting may
adjourn the meeting from time to time until a quorum be had. Notice of
any adjourned meeting may only be given by announcement at the meeting
at which the adjournment is taken. |
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| 7.6 | Except as
otherwise provided in this section or by law, the act of a majority of
the Directors present at a meeting at which a quorum is, or was at the
beginning of the meeting, present shall be the act of the Board of
Directors. Vacancies in the Board of Directors may be filled as provided
in Section 6.5 of these Bylaws. |
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| 7.7 | Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a written consent thereto
shall be signed by a majority of the Directors, and such written consent
is filed with the minutes of the proceedings of the Board. Such consent
shall have the same force and effect as a majority vote of the Board of
Directors. |
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| 7.8 | A meeting of the
Board of Directors, whether or not a quorum is present, may be adjourned
by a majority of the Directors present to reconvene at a specific time
and place. It shall not be necessary to give notice of the reconvened
meeting or of the business to be transacted, other than by announcement
at the meeting which was adjourned. At any such reconvened meeting at
which a quorum is present, any business may be transacted which could
have been transacted at the meeting which was adjourned. |
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ARTICLE VIII – OFFICERS |
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| 8.1 | The Board of
Directors, at its initial meeting and its first meeting after each
annual meeting of Members, shall elect the following officers: a
President, a Vice-President, a Secretary and a Treasurer. Members in
arrears of their annual or special assessments shall forfeit their
rights to be nominated/elected/appointed as an officer. The Board of
Directors at any time and from time to time may appoint such other
officers as it shall deem necessary, including one (1) or more assistant
Vice-President, one (1) or more assistant Treasurers, and one (1) or
more assistant Secretaries, who shall hold their offices for such terms
as shall be determined by the Board of Directors and shall exercise such
powers and perform such duties as shall be determined from time to time
by the Board of Directors. The President and the Vice-President may not
hold any other office. |
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| 8.2 | Each Officer of
the Association shall hold office until his or her successor is chosen
or until his or her earlier resignation, death or removal, or the
termination of his or her office. Any officer may be removed by the
Board of Directors whenever in its judgment the best interest of the
Association will be served thereby. |
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| 8.3 | No officers shall
receive any compensation from the Association as a result of their
status as such officers. An officer may, however, serve the Association
in a capacity other than that of an officer and receive compensation, as
determined by the Board of Directors, for services rendered in that
capacity; provided such compensation is paid in accordance with a
written agreement approved by a majority of the Members at a meeting of
which notice is given that such agreement will be voted on.
Additionally, officers may be reimbursed for properly documented
expenses incurred in connection with their duties hereunder. |
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| 8.4 | Any officer or
agent elected by the Board of Directors may be removed by the Board of
Directors at any meeting with respect to which notice of such purpose
has been given to the Members thereof. |
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| 8.5 | The President
shall be the chief executive officer of the Association and shall have
the general supervision of the business of the Association and shall see
that all orders and resolutions of the Board of Directors are carried
into effect. The President shall call meetings of the Members and the
Board of Directors to order and shall act as Chairperson of such
meetings. The President shall perform such other duties as specifically
imposed upon him or her by law and as may from time to time be delegated
to him or her by the Board of Directors. |
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| 8.6 | The
Vice-President shall, in the absence or disability of the President, or
at the direction of the President, perform the duties and exercise the
powers of the President. If the Association has more than one
Vice-President, the one designated by the Board of Directors shall act
in lieu of the President. Vice-Presidents shall perform whatever duties
and have whatever powers the Board of Directors may from time to time
assign. |
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| 8.7 | The
Secretary
shall keep accurate records of the acts and proceedings of all meetings
of Members, Directors and committees of Directors. The Secretary shall
give, or cause to be given all notices required by law or these Bylaws.
He or she shall be custodian of the Association’s books, records,
contracts and other documents. The Secretary shall sign such instruments
as may require his or her signature. The Secretary shall perform
whatever additional duties and have whatever additional powers the Board
of Directors may from time to time assign. |
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| 8.8 | The
Treasurer
shall have custody of all funds and securities belonging to the
Association and shall receive, deposit or disburse the same under the
direction of the Board of Directors. The Treasurer shall keep full and
true accounts of all receipts and disbursements and shall make reports
of the same to the Board of Directors and President upon request. The
Treasurer shall perform all duties as may be assigned from time to time
by the Board of Directors. |
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| 8.9 | The
Assistant Secretary and Assistant Treasurer, if any, shall in the absence or
disability of the Secretary or the Treasurer, respectively, perform the
duties and exercise the powers of those officers, and they shall, in
general perform such other duties as shall be assigned to them by the
Board of Directors. |
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| 8.10 | Vacancies
occurring within the offices during the fiscal year will be filled by
presidential appointment with Board approval. The Board, by majority
vote, will elect a new President, if a vacancy occurs in that position. |
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ARTICLE IX - MEMBER COMMITTEES |
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| 9.1 | The Board of
Directors, by resolution adopted by a majority of the full Board of
Directors, may appoint Committees of members, each of which committees
shall contain at least one (1) Member of the Board of Directors and
shall consist of three (3) or more Members. Except as prohibited by law,
each such committee shall have the authority set forth in the resolution
establishing said committee. |
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| 9.2 | The Board shall
be empowered to appoint such standing committees and special committees
(e.g. Bylaws, Finance, Grounds, Architectural, Social, Welcoming,
Nomination) as may be deemed necessary for the conduct of the affairs of
the Association. |
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| 9.3 | It shall be the
function of the committee to investigate and make recommendations. No
Member Committee shall have power to commit the Association on any
matter of general policy. |
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| 9.4 | No committee of
the Association or any Member thereof shall contract any debt in behalf
of the Association, which shall in any manner render the Association
liable for payment of any sum unless the same shall have been approved
by the Board of Directors of the Association or shall have been provided
within the limitations of the approved budget. |
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ARTICLE X - BUDGETS AND ASSESSMENTS |
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| 10.1 | At each annual
meeting (or special meeting held in lieu thereof), the Board of
Directors shall have prepared and shall submit a budget for Membership
approval. This budget shall require the approval of a majority of the
Members present and eligible to vote at such meeting. |
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| 10.2 | Based upon
budgets approved as provided herein, the Board of Directors shall set
regular annual assessments and special assessments for each type of
Member. Regular annual assessments and the time and method of payment
shall be in accordance with the Declaration, Article V, Section 3.
Special assessments and the time and method of payment shall be in
accordance with the Declaration, Article V, Section 4. |
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| 10.3 | No special
assessments shall be levied against the Members of any type except upon
the approval of a majority vote of the Members in accordance with the
Declaration. |
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| 10.4 | The initial Board
of Directors shall, at the initial meeting of Members, submit to the
Members a budget together with a schedule of dues and fees. Anything
contained in Section 10.1 to the contrary notwithstanding, the approval
of such budget shall require a majority of each type of Member to
approve the budget and such initial budget shall remain in full force
and effect until the next annual meeting, or special meeting held in
lieu thereof. |
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| 10.5 | All monies
received by the Association shall be deposited in financial institutions
approved by-the Board. All disbursements shall be made by checks signed
by the Treasurer and one (1) other officer. |
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ARTICLE XI – MISCELLANEOUS |
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| 11.1 | The Board of
Directors is authorized to fix the fiscal year of the Association and to
change the same from time to time as it deems appropriate. |
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| 11.2 | Not later than
four (4) months after the close of each fiscal year, and in any case
prior to the next annual meeting of Members, the Treasurer shall prepare
(a) a balance sheet showing in reasonable detail the financial condition
of the Association as of the close of its fiscal year, and (b) an income
and expense statement showing the results of its operations during its
fiscal year. Upon receipt of written request, the Treasurer shall
promptly mail to any Member a copy of the most recent balance sheet and
income and expense statement. |
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| 11.3 |
All accounts, books and records of the Association shall
be opened to the inspection of the Members, subject to such reasonable
rules and regulations not in conflict with applicable laws as the Board
of Directors may impose. |
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| 11.4 | Each Director or
officer of the Association shall be indemnified by the Association
against those expenses which are allowed by the laws of the State of
Georgia and which are reasonably incurred in connection with any action,
suit or proceeding, contemplated, pending or threatened, in which such
person may be involved by reason of his or her being or having been a
Director or officer of this Association. Such indemnification shall be
made only in accordance with the laws of the State of Georgia and
subject to the conditions prescribed therein. The Association may
purchase and maintain insurance on behalf of any such officers and
Directors against any liabilities asserted against such persons whether
or not the Association would have the power to indemnify such officers
and Directors against such liability under the laws of the State of
Georgia. If any expense or other amounts are paid by way of
indemnification, other than by court order, action by members or by any
insurance carrier, the Association shall provide notice of such payment
to the Members in accordance with the provisions of the laws Of the
State of Georgia. |
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| 11.5 | Whenever any
notice is required to be given to any Member or Director by law, a
waiver thereof in writing signed by the Director or Member entitled to
such notice, whether before or after the meeting to which the waiver
pertains, shall be deemed equivalent thereto. |
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| 11.6 | Upon merger or
consolidation of the Association with another association, the surviving
or consolidated Association may administer the existing property,
together with the covenants and restrictions established upon any other
properties, as one plan. |
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ARTICLE XII – AMENDMENT |
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| 12.1 | The Bylaws of the
Association may be altered or amended and new Bylaws may be adopted by
the members at any annual or special meeting of the Members provided,
however, that, if such action is to be taken at a meeting of the
Members, notice of the general nature of the proposed change in the
Bylaws shall be given in the notice of the meeting. |
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ARTICLE XIII - DISSOLUTION |
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| 13.1 | Upon dissolution
of the Association, the Board of Directors shall, after paying or making
provisions for the payment of all of the liabilities of the Association,
dispose of all of the assets exclusively for the purposes of the
Association, purposes as at the time qualify as an exempt organization
under Section 501(c)(3) of the Internal Revenue code (or the
corresponding provisions of any future United States Internal Revenue
Law), as the Board of Directors shall determine. |
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| 13.2 | All non-cash assets of the Association shall be converted to cash, at fair market value if possible, at the best public-auction price if not. Association accounts payable shall have first priority for disbursement of those funds. Any remaining funds shall be assigned to future improvements at the Liberty Hills Subdivision. | |
