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BYLAWS OF DRESDEN SQUARE HOMEOWNERS ASSOCIATION, INC.
ARTICLE 1
Section 1. Name. The name of the corporation shall be DRESDEN SQUARE HOMEOWNERS ASSOCIATION, INC. (hereinafter sometimes referred to as the "Association").Section 2. Membership. The Association shall be comprised of all record title owners to Lots which are part of the Properties as defined in Article I, Section 3 of the Declaration of Covenants and Restrictions for Dresden Square.
Section 3. Applicability. These Bylaws are applicable to the property in the Articles of Incorporation of the Association and said Declaration. The mere acquisition, rental or act of occupancy of any part of the property included within the Community shall signify that these Bylaws are accepted, ratified, and will be complied with.
Section 4. Definitions. The words used in these Bylaws shall have the same meaning as set forth in said Declaration unless the context shall prohibit.
ARTICLE II
MEETINGS, QUORUM, VOTING, PROXIES
Section 1. Place of Meeting.
Membership meetings of the Association shall be held in the Community
at such suitable place as may be designated by the Board of Directors,
or at such other suitable place convenient to the members as may be
designated by the Board of Directors.
Section 2. Annual Meetings. The first annual meeting of the members of the Association shall be held within one year from the filing of the Declaration. Future annual meetings of the membership of the Association shall be held at the discretion of the Board of Directors, but said meeting must be held not less than annually. The annual meeting shall be a meeting for all members of the Association. At such annual meetings there shall be elected by the members a Board of Directors as provided in Article III of these Bylaws. The members may also transact such other business of the Association as may properly come before the meeting.
Section 3. Special Meetings. The President shall be required to call a special meeting of the membership as directed by resolution of the Board of Directors, or upon a petition signed by members representing at least twenty-five (25%) percent of the votes of the members of the Association presented to the Secretary. The call of the special meeting shall be notice stating the date, time, place, purpose and the order of business of such special meeting. Unless by consent of at least seventy-five (75%) percent of the members present in person or by proxy, only the business stated in the notice may be transacted at a special meeting.
Section 4. Notice of Meetings. Except as otherwise stated in this Section, it shall be the duty of the Secretary or other authorized person to mail a notice of each annual or special membership meeting, stating the purpose thereof as well as the date, time and place where it is to be held, to each member of the Association. Such notice, except as may be otherwise specifically provided herein, or in the Articles of Incorporation of the Association, or said Declaration, or by law, shall be given by mailing a copy thereof, postage prepaid, to the last known residence, or at such other address as may be furnished to the Secretary of the Association, at least ten (10) days, but not more than sixty (60) days, prior to such meeting. The mailing of a notice in the manner provided in the Section shall be considered notice given. Any member (or any mortgagee entitled to notice) may waive the notice of the meeting by doing so in writing before or after the meeting. Attendance at a meeting, either in person or by proxy, shall itself constitute waiver of notice. A recitation in the minutes of any membership meeting that notice of such meeting had been properly given shall be prima facie evidence that such notice was so given. Notwithstanding anything contained hereinabove, in the event the member occupies and resides in his Townhome, the notice may be given by placing said notice in the mailbox of said member-occupant in lieu of mailing said notice as described hereinabove.
Section 5. Order of Business. The order of business at all annual meetings shall be as follows:
(a)Roll call and certification of
proxies.
(b)Proof of Notice of Meeting or Waiver of Notice.
(c)Reading of Minutes of preceding meeting.
(d)Reports of Officers, if any.
(e)Reports of committees, if any.
(f)Election of Directors.
(g)Unfinished business.
(h)New business.
(b)Proof of Notice of Meeting or Waiver of Notice.
(c)Reading of Minutes of preceding meeting.
(d)Reports of Officers, if any.
(e)Reports of committees, if any.
(f)Election of Directors.
(g)Unfinished business.
(h)New business.
In the case of a special meeting, items (a) through (d) shall be applicable and thereafter the agenda shall consist of the items specified in the notice of the meeting.
Section 6. Quorum. At membership meetings, annual or special, a quorum of members shall consist of such number of the members in attendance in person or by proxy as shall represent at least fifty-one (51%) percent of the votes of the members of the Association. Provided, however, the foregoing provisions of these Bylaws to the contrary notwithstanding, any action, which by law, or pursuant to the provisions of the Articles of Incorporation, or said Declaration, or pursuant to specific provisions of the Bylaws of the Association, requires the assent of a specified percentage of the votes of the members of the Association different than that herein specified, shall not be considered the act of the members unless such requisite prescribed percentage is obtained. The members present in person or by proxy at a duly called meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If the number of members at a meeting drops below a quorum and the question of a lack of a quorum is raised, no business may thereafter be transacted; provided, however, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time until a quorum as aforesaid shall be present or represented. No member shall be counted for a quorum who is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payments due the Association.
Section 7. Adjourned Meetings. Any meeting of the membership which cannot be organized because a quorum has not attended, may be adjourned to a time not exceeding forty-eight (48) hours from the time the original meeting was called, by the vote of a majority of the members present in person or represented by proxy. When any membership meeting, either annual or special, is adjourned for forty-eight (48) hours or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except ad aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by an announcement at the meeting at which such adjournment is taken.
Section 8. Voting. Voting by the membership shall be as provided in the Articles of Incorporation of the Association, said Declaration and as herein provided. No member shall be eligible to vote or to be elected to the Board of Directors who is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payments due the Association. Any vote duly called may be by ballot upon demand made by a member prior to the commencement of the voting. The acts of a majority of the members voting in person or by proxy at a meeting, annual or special, at which a quorum is present, shall be the acts of the membership. Provided, however, any action, Which by law, or pursuant to the provisions of the Articles of Incorporation, or said Declaration, or pursuant to specific provisions of the Bylaws of the Association, requires the assent of a specified percentage of the votes of the members of the Association different than that herein specified, shall not be considered the act of the members unless such requisite prescribed percentage is obtained.
Section 9. Proxy. Every member entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent on the proper form and accepted by the Secretary of the Association; provided, however, no such proxy shall be valid after the expiration of three (3) months from the date of its execution, unless the member executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed one (10 year from the date of its execution. The transfer of title to any Lot shall void any outstanding proxy pertaining to the voting rights of the membership appurtenant to that Lot. No proxy shall be honored until delivered to the Secretary of the Association.
ARTICLE III
BOARD OF DIRECTORS, NUMBER, POWER, MEETINGS
Section 1. Governing Body.
The affairs of the Association shall be governed by a Board of
Directors, who need not be members of the Association.
Section 2. Number of Directors. The number of directors of the Association shall be set from time to time by the members, but the number of Directors shall not be less than three (3).
Section 3. Election and Term of Office. At the first annual meeting of the membership, and at each annual meeting of the membership thereafter, all Directors shall be elected for a term of one year, or until their respective successors are elected and qualified; provided, however the membership of the association may adopt an arrangement whereby the terms of the Directors shall be staggered and expire at different times. The election shall be by written ballot (unless dispensed by unanimous consent) and by a plurality of the votes cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of said Declaration. There shall be no cumulative voting.
Section 4. Vacancies. Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association shall be filled by vote of the majority of the remaining Directors, event though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
Section 5. Removal of Directors. Directors elected by the entire membership may be removed with or without cause by a majority of the vote of the members of the Association in attendance in person or proxy at any regular or special meeting of the Association duly called. A successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members hall be given an opportunity to be heard at the meeting. Moreover, any Director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings or is more than sixty (60) days past due in the payment of any assessment may be removed by the vote of a majority of the other directors.
Section 6. Fees and Compensation. No fee or compensation shall be paid by the Association to Directors for their services as Directors unless such fee or compensation if first fixed by a resolution adopted by the members of the Association. The Directors shall be entitled in all events, however, to reimbursement for reasonable expenses incurred by them in the performance of their duties.
Section 7. Organization Meeting. The first meeting of each Board of Directors newly elected by the members shall be held within ten (10) days of election at such place and time as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, providing a majority of the whole Board shall be present.
Section 8. Regular 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 four (4) such meetings shall be held during each fiscal year. Notice or regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meetings.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President, the Chairman of the Board, or by any two Directors, on three (3) days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place, and purpose of the meeting. Unless otherwise agreed by a majority of the Directors, the place of any such special meeting shall be held at the residence of the Chairman.
Section 10. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 11. Entry of Notice. Whenever any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given such Director, as required by law and the Bylaws of the Association.
Section 12. Notice of Adjournment. Notice of adjournment of any Director's meeting either regular or special, need not be given to absent Directors, if the time and place are fixed at the meeting adjourned.
Section 13. Adjournment. A quorum of the Directors may adjourn any Director's meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum a majority of the Directors present at the Directors meeting, either regular or special, may adjourn the meeting until the time fixed for the next regular or special meeting of the Board.
Section 14. 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, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting until the time fixed for the next regular or special meeting of the Board. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 15. Action Without Formal Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee appointed by the Board of Directors may be taken without a meeting if, prior to such action, written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or Committee.
ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers and Duties. The
Board of Directors shall have the powers and duties necessary for the
administration of the affairs of the Association and may do all such
acts and things as are not by law or by said Declaration or these
Bylaws directed to be exercised and done by the members.
Section 2. Other Powers. The Board of Directors shall have power to:
(a) levy and collect assessments
pursuant to Article IV of the Declaration;
(b) suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 3. Other Duties. It
shall be the duty of the Board of Directors to:
(b) suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
(a) cause to be dept a complete record
of all its acts and corporate affairs and to present a statement
thereof to the members at the annual meeting of the members, or at any
special meeting when such statement is requested in writing by
one-fourth (1/4) of members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c)as more fully provided in the Declaration, to:
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association, if any, if, in the judgement of the Board of Directors, such insurance is necessary;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may be deemed appropriate;
(g) cause the Property as described in Article VII, Section I of the Declaration to be maintained;
(h) retain an amount equal to at least one month's assessment in the operating account of the Association.
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c)as more fully provided in the Declaration, to:
(1) fix the amount of the annual
assessment against each Townhome at least thirty (30) days in advance
of each annual assessment period, consistent with Article VI of the
Declaration;
(2) fix the amount of any special assessment against each Townhome at least fifteen (15) days in advance of each special assessment, consistent with Article VI of the Declaration;
(3) establish the due dates of the annual and special assessments;
(4) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual or special assessment period; and
(5) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date, or exercise any and all rights and remedies against the Owner personally obligated to pay the same, which are permissible under Georgia law at the time of said delinquency, including, but not limited to, bringing an action at law against said Owner.
(d) issue or cause an appropriate office to issue, upon demand by any
person, a certificate setting forth whether or not any assessment has
been paid. A reasonable charge may be made by the Board for the
issuance of these certificates. If a certificate states an assessment
has been paid, such certificate shall be conclusive evidence of such
payment;
(2) fix the amount of any special assessment against each Townhome at least fifteen (15) days in advance of each special assessment, consistent with Article VI of the Declaration;
(3) establish the due dates of the annual and special assessments;
(4) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual or special assessment period; and
(5) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date, or exercise any and all rights and remedies against the Owner personally obligated to pay the same, which are permissible under Georgia law at the time of said delinquency, including, but not limited to, bringing an action at law against said Owner.
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association, if any, if, in the judgement of the Board of Directors, such insurance is necessary;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may be deemed appropriate;
(g) cause the Property as described in Article VII, Section I of the Declaration to be maintained;
(h) retain an amount equal to at least one month's assessment in the operating account of the Association.
ARTICLE V
OFFICERS
Section 1. Generally. The
Board of Directors at its first meeting after each annual membership
meeting shall elect the following officers: a President, one or more
Vice-Presidents, a Secretary and a Treasurer. The Board of Directors at
any time and from time to time may appoint such other officers as it
shall deem necessary, including one or more Assistant Vice-Presidents,
or one or more Assistant Treasurers, and one or more Assistant
Secretaries, who shall hold their offices for such terms as shall be
determined by the Board of Directors. Any person may hold two or more
offices, except that no person may hold the office of President and
Secretary simultaneously.
Section 2. Tenure. Each officer of the Association shall hold office until his successor is chosen or until his earlier resignation, death, or removal, or the termination of his office. Any officer may be removed by the Board of Directors whenever in its judgement the best interests of the Association will be served thereby.
Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. President. The President shall be a Director and shall be Chairman of the Board of Directors. The President shall be chief executive officer of the Association and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of the Association. He shall when present, preside at all membership meetings. He may sign, with the Secretary or any other proper officer of the Association thereunto authorized by the Board of Directors, any contracts, deeds, mortgages, bonds, policies of insurance, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing of the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association, or shall be required by law or said Declaration to be otherwise signed or executed; and in general shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice-President. In the absence of the president, or in the event of his death or inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-President in the order designated at the time of their education, or in the absence of any designation, in the order of election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may perform such duties as shall from time to time be assigned to him by the President or the Board of Directors.
Section 6. Secretary. The Secretary shall: (a) attend and keep the minutes of the membership meetings and of the Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the Articles of Incorporation, said Declaration, these Bylaws, or as required by law; (c) be custodian of the Association records; (d) keep a register of the post office address of each member, and the post office address of the holder of any mortgage encumbering such member's Townhome, if requested by the Board of Directors, which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 7. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
Section 8. Assistant Secretaries and Assistant Treasurers. The assistant Secretaries and Treasurers, in general, shall perform such duties as shall be assigned by the Secretary or Treasurer, respectively, or by the Board of Directors.
ARTICLE VI
OBLIGATIONS OF MEMBERS
Section 1. Assessments. The
members of the Association shall be obligated to pay the Association
assessments imposed by the Association pursuant to the provisions of
said Declaration.
Section 2. Conduct. All members, as well as their licensees, tenants, invitees and guests, shall at all times observe the rules and regulations which may from time to time be established by the Association or its Board of Directors. Said rules and regulations shall be kept in the office of the Association as a matter of record, and copies furnished to any member on request.
Section 3. Notices. If requested to do so by the Board of Directors, a member who mortgages his Townhome, or executes and delivers, or assumes or purchases his Townhome, shall notify the Secretary of the Association of the name and address of the holder of any such mortgage, and thereby authorize the Association to furnish such information as such mortgage may request respecting unpaid assessments, taxes, or other information concerning such Townhome, or as may be provided by said Declaration.
ARTICLE VII
AMENDMENTS
Section 1. Amendments by Declarant.
So long as the amendment shall not (a) adversely affect the title to
any Owner's Townhome; (b) materially alter or change any Owner's right
to use the enjoyment of his Townhome; or (c) otherwise make any
material changes in these Bylaws, each Townhome Owner agrees that, if
requested to do so by the Association, such Townhome Owner will consent
to the amendment of these Bylaws (I) if such amendment is necessary to
bring any provision hereof into compliance with applicable governmental
statute, rule, regulation or judicial determination which shall be in
conflict therewith; (ii) if such amendment is necessary to enable any
reputable title insurance company to issue title insurance coverage
with respect to the Townhomes subject to these Bylaws (iii) if such
amendment is required by an institutional or governmental lender or
purchaser of mortgage loans, including for example, the Federal
National Mortgage Association or Federal Home Loan Mortgage
Corporation, to enable such lender or purchaser to make or purchase
mortgage loans on the Townhomes subject to these Bylaws; or (iv) if any
such amendment is necessary to enable any governmental agency or
reputable private insurance company to insure mortgage loans of the
Townhomes subject to the Bylaws.
Section 2. Amendment by Townhome Owners. Amendment of these Bylaws shall require the assent of two-thirds majority of the total vote of the entire membership of the Association. Amendments to these Bylaws may be proposed by the Declarant, the Board of Directors of the Association, or by petition signed by the Townhome Owners having at least 30% of the total votes of the Association. Agreement of the Townhome Owners to any amendment of these Bylaws shall be evidenced by their execution of the amendment. Any such amendment of these Bylaws shall become effective only upon the effective date as stated in the amendment.
Section 3. Consent by Mortgages. No amendment to these Bylaws shall alter, modify, change or rescind any right, title, interest or privilege herein granted or forwarded to the holder of any mortgage affecting any of the Townhomes, unless such holder shall consent thereto in writing. Upon written notice to the Association by the holder of any first mortgage affecting any Townhome in the Community, written notice of any meeting being called for the purpose of amending these Bylaws shall be sent to the holders of all first mortgages encumbering any of the Townhomes located within the Property. Written notice by the corporation shall be sent to the holders of all first mortgages encumbering any Townhome located with in the Property not less than thirty (30) days in advance on any meeting being called for the purpose of having the members of this corporation approve any amendment to these Bylaws. Provided, further, that the Federal Housing Administration or the Veteran's Administration shall have the right to veto amendments.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
This Association shall have the power to indemnify its officers,
Directors, employees, and agents, and to purchase and maintain
liability insurance on their behalf, to the extent provided in and
subject to the limitations of Georgia law.
ARTICLE X MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Association shall be the year ending September 30th.Section 2. Parliamentary Rules. Robert's Rules of Order (latest edition) shall govern the conduct of the Association proceedings when not in conflict with Georgia law, the Articles of Incorporation, said Declaration, or the Bylaws.
Section 3. Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law, the Articles of Incorporation of the Association, said Declaration, and these Bylaws, the provisions of Georgia law, said Declaration and said Articles (in that order) shall prevail.
