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Table of Contents
- Membership and Voting Rights
- Directors and Officers
- Control of Finances
- Insurance & Indemnification
- Architectural Control Committee
- Common Facilities
Membership and Voting Rights
Membership in the Arden Lake Homeowners Association, hereinafter referred to as the Association, shall be as defined in Section 1 of Article IV of the “Declarations of Covenants, Conditions and Restrictions for Arden Lake,” hereinafter referred to as the Covenants.
Voting rights shall be as established in Section 2 of Article IV of the Covenants.
Changes of these Bylaws shall be made as described in Section b of Article 10 of the Articles of Incorporation. A change shall be considered effective immediately upon approval by the membership as stated in the Articles.
Changes to the Bylaws may be proposed to the Board of Directors by any Officer or Director of the Association or by petition of not less than seven (7) Members of the Association, no two of whom shall be members of the same family or household. Within thirty (30) days after receiving any such proposal, the Board of Directors shall call a special meeting of the membership of the Association to consider such proposal. At that meeting, the secretary shall provide to all members present a written statement of the proposed wording of the Bylaw and of the existing Bylaw, if applicable. Approval of the change of the Bylaws shall be by show of hands or written ballot as determined by the chairman of the meeting.
Directors and Officers
The business and affairs of the Association shall be managed by a Board of Directors, hereinafter sometimes referred to as the Board, consisting of five members.
The Directors shall be resident members of the Arden Lake Subdivision and shall be elected at large by the membership. No two Directors can be members of the same family or household. The term of office of a Director shall be for one year beginning October 1 of each year. Directors may be re-elected but shall serve no more than three consecutive terms. In the event of a tie vote for two candidates, the two candidates shall both serve unless one expressly concedes to the other by mutual agreement.
In August of each year the Board shall appoint a nominating committee of not less than three Members of the Association. The nominating committee shall solicit nominations from all resident Members and shall ascertain that each nominee is willing to serve on the Board. If two members of the same family or household are nominated, one may withdraw or the nominating committee shall accept the nomination of only one. The committee shall present to the Board the names of all nominated Members who are willing to serve on the Board.
The Board shall present the names of all nominated Members who are willing to serve on the Board to the membership of the Association in September as candidates for election to the next Board of Directors. The Board shall distribute or cause to be distributed to the membership the list of candidates and a ballot along with instructions for returning the completed ballot. All ballots for the Directors shall be anonymous. The Board shall establish a reasonable time and place for the opening and counting of the ballots and shall conduct the opening and counting of the ballots publicly before all interested Members of the Association. The five nominees receiving the most votes shall be the new Directors.
Each voting member of the Association shall be entitled to vote for up to five nominees for the Board. Voting as defined in Section 2 of Article I of these Bylaws.
Action of the Board of Directors shall be by majority vote of a quorum of at least three Directors at a meeting called as provided herein or may be taken without a meeting by written consent of at least three Directors.
The Directors shall elect one of their members as Chairman. The Chairman shall call and preside at meetings of the Board and shall appoint committees of the Board when needed.
The Board shall appoint each year Officers to administer and carry on the business of the Association. The Officers shall include, as a minimum, a President, a Vice-President, a Treasurer, and a Secretary. These Officers shall normally be selected from the Directors but may be selected from any other Members of the Association if the Board deems appropriate. No two offices may be held by the same person or by two people who are members of the same family or household. The Officers may be re-appointed, but shall serve no more than three consecutive terms.
The President shall be the chief executive officer of the Association and shall have the general supervision of the business of the Association. The President shall see that all orders and resolutions of the Board are carried out. The President shall perform such other duties as may from time to time be delegated to him or her by the Board. The President shall have all of the general powers and duties which are incident to the office of the president of an association organized under the Georgia Nonprofit Corporation Code, including but not limited to the power to Appoint committees.
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. The Vice-President shall perform whatever duties and have whatever powers the Board may from time to time assign.
The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Association or its Directors. In the absence of the Secretary, the President shall appoint another person to take minutes of meetings and to provide those minutes to the Secretary. The Secretary shall have authority to give all notices required by law or by these bylaws. The Secretary shall be custodian of the Association minutes, records, contracts and other documents. The Secretary shall perform whatever additional duties and have whatever additional powers the Board may assign and shall perform all duties incident to the office of secretary of an association organized in accordance with Georgia law.
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. The Treasurer shall keep full and true accounts of all receipts and disbursements and shall make such reports of the same to the Board and President upon request. The Treasurer shall perform all other duties as may be assigned by the Board. The Treasurer shall prepare or cause to be prepared all required financial statements, tax returns and the budget as provided herein. If the Association employs an accountant, attorney, or other agent these duties may be delegated to the agent. However, the treasurer shall remain responsible for supervising the agent.
Individual Directors or the Board as a whole may be recalled by a majority vote of a quorum of at least one-third of the Members of the Association. The Board shall arrange a recall election within thirty (30) days of receipt of a petition signed by at least thirteen (13) Members of the Association, no two of whom may reside in the same household. Any officer or other agent other than a Director may be removed from office by a majority
vote of all Directors.
Vacancies on the Board shall be filled by a special election called by the Board if the remaining unfilled term
exceeds six months. If such remaining unfilled term is less than six months, such vacancy shall not be filled unless agreed to by a majority of the remaining Directors. Vacancies of appointed officers and committees shall be filled by the Board as it deems necessary or prudent. Whenever an officer is absent or whenever for any reason the Board may deem it desirable, the Board may delegate the powers and duties of any office to any other officer or to any Director.
Directors and Officers shall not be paid or receive any compensation for their services.
The Board or the Officers may appoint committees or individual Members each year to accomplish such functions or tasks as they deem necessary or desirable.
For the year beginning October 1, 1987, and ending September 30, 1988, only, the Board of Directors shall consist of the four Officers elected by the Membership of the Association.
There shall be at least two general meetings of the membership of the Association annually. One such general meeting shall be held on the third Tuesday of each January. The Board may change the date of the meeting by up to one month if it deems necessary or prudent. The Board shall report or cause to be reported at the annual meeting the affairs and finances of the previous year and shall propose a budget for the current year.
The Secretary shall mail to or cause to be delivered to each Member of the Association notice of any general meeting of the Association at least ten (10) and no more than thirty (30) days prior to the meeting. The notice shall include a proposed agenda, pertinent information about the date, time, and place of the meeting, and other information deemed by the Board as appropriate.
The Board may call such special meetings of the membership of the Association as it deems necessary or desirable. The Board shall call such special meetings when requested by the President or by any two Directors or within thirty (30) days of receiving a petition for such a special meeting signed by at least seven (7) Members of the Association, no two of whom may reside in the same household.
All general or special meetings of the Association shall be conducted according to Robert’s Rules of Order. The President, or in his absence the Vice-President, shall serve as chairman of meetings of the general membership unless some other person is elected to serve as Chairman by a majority vote of the Members at the meeting. The Chairman shall appoint such persons as he deems required to assist with the meeting. Unless specified otherwise by these Bylaws, the Covenants, or the Articles, all actions of the Association shall be by a majority voting in person or by proxy of a quorum of at least twenty-five (25) percent of the Members of the Association.
Regular meetings of the Board may be called by the chairman without notice to the membership at such time and place as is convenient to all Directors. Special meetings of the Board may be called at any time by the Chairman of the Board, by the President, or by any two Directors. At meetings of the Board, a majority vote of a quorum of at least three Directors shall be required for the transaction of business.
The Board shall make minutes of all meetings available to any Member of the Association at a reasonable time and place upon receiving a request from that Member.
Control of Finances
The fiscal year of the Association shall be from January 1 through December 31.
Expenditures of the budgeted funds shall be controlled by a majority vote of the Board except as delegated to individual committees or people for specified and approved purposes.
Checks written against the Association’s bank account(s) shall require the signatures of the Treasurer and the
President or, in the absence of the President, the Treasurer and the Vice-President.
The annual assessment for each Member shall be due in full on the anniversary of the purchase of each home by the original resident thereof.
The Board shall prepare or cause to be prepared on a monthly and annual basis balance sheets and income and expense statements for the Association. The annual statement shall be made available at reasonable times and places to all Members of the Association within two months after the close of each fiscal year. The monthly statement shall be made available to any Member upon request allowing reasonable time for preparation and
viewing. The financial statements shall be signed by the person preparing them. The preparer shall be responsible for the accuracy and completeness of the financial statements.
The Board may from time to time, but not more often than once per year, require the financial statements to be audited at the expense of the Association.
The Board shall prepare an annual budget for the Association as described in Article VI, Sections 3 and 5, of the Covenants.
Insurance and Indemnification
The Association shall maintain in effect at all times as an expense of the Association casualty and liability insurance as specified in this Article of the Bylaws, other types of coverage required by law, and other such insurance as the Board may from time to time deem appropriate.
The casualty insurance policy affording fire and extended coverage insurance shall be written in the name of the
Association. The policy shall insure all common facilities for their full insurable value. The Board shall review or cause to be reviewed at least annually the amount of insurance in effect, taking into account the value and replacement cost of improvements, and the Board may engage appraisers, cost estimators or others as it deems appropriate in connection therewith.
The Board shall consider and endeavor to obtain casualty insurance on the following terms and conditions:
- the insurer shall waive its right of subrogation against the Association, the Board of Directors, any Directors or Officers, any agent or employee of the Association, all Members of the Association, and all other residents of the Arden Lake Subdivision.
- the policy shall not be cancelled, invalidated or suspended on account of the conduct of any person listed in item “a” above without prior demand in writing delivered to the Board and the all allowance of a reasonable time thereafter within which to cure the defect.
- any “no other insurance” provision in the policy shall expressly exclude the individual Members of the Association from its operation.
- the policy shall not be cancelled or materially altered for the nonpayment of premium or otherwise until the insurer has given thirty (30) days prior written notice of such cancellation or material alteration.
- the policy shall include a waiver of any co-insurance provisions.
- the policy shall include an agreed value endorsement.
- the policy shall include a deductible amount of whatever value the Board deems appropriate.
- the insurer shall be financially sound and responsible and qualified to do business in the State of Georgia.
If the cost of repairing or restoring any damage exceeds the insurance proceeds available for such purposes, any excess funds required shall be an expense of the Association.
The liability insurance coverage shall be written for the common area and shall include provisions against reasonable perils as may be deemed appropriate by the Board. The Board shall review or cause to be reviewed at least annually the liability coverage in effect, and may engage appraisers, cost estimators or
others as it deems appropriate in connection therewith.
The Association may purchase and maintain insurance on behalf of any Officers and Directors against any liabilities asserted against such persons whether or not the Association would have the power to indemnity such Officers or Directors against such liability under the laws of the state of Georgia.
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 of proceeding, completed, pending or threatened, in which such person may be involved by reason of his being or having been a Director or Officer of the Association. Such indemnification shall be made only in accordance with the laws of the state of Georgia and subject to the conditions therein.
Architectural Control Committee
The chairperson and members of the Architectural Control Committee shall be appointed by the President of the
Association with the consent of the Board. Members shall serve one year and may be re-appointed, but shall not serve more than three consecutive years. The committee shall consist of at least three but not more than nine members, no two of which may reside in the same house.
The conduct of the Architectural Control Committee shall be as specified in Article III of the Covenants.
All properties and facilities, notably the clubhouse, the swimming pool, the tennis courts, and the land they occupy, sometimes referred to as the common facilities or common area in these Bylaws, of the Association shall be maintained for the official use of the Association and for the recreational use of all members of the Association who have paid all of their assessments and fees, and to the guests of such members.
The Board shall establish rules of conduct for users of the common facilities to protect the health and safety of all users and to protect and maintain the material condition of the facilities. Members or their guests who do not comply with the established rules of conduct while using the facilities shall leave said facilities and shall not return until granted permission by the Board or its designee.
The common facilities of the Association shall not be used for the private gain or exclusive use of any member or group except as granted specific permission by the Board or its designee. Such permission shall not extend beyond one year, but may be renewed annually by the Board.
All expenses incurred by the Association when a member or group of members use the common facilities for private gain or for exclusive use shall be immediately reimbursed to the Association. These expenses may include but are not limited to apportioned insurance and mortgage costs, utilities, cleaning and maintenance costs, property damage, and other services. The Board may require an advanced security deposit covering all anticipated
costs or a portion thereof plus a deposit for possible damages.
The Board shall renew the Association’s corporate status annually.
All accounts, books, and records of the Association shall be open to the inspection of Members of the Association or their designated representatives at any reasonable time and location.
The corporate seal shall be in such a form as the Board of Directors may from time to time determine. In the event that it is inconvenient at any time to use the corporate seal, the words “Seal” or “Corporate Seal” enclosed in parentheses or scroll shall be deemed the corporate seal.
In the event of any conflict between the provisions of the Covenants, the Covenants shall govern.