CHAPEL HILL PROPERTY OWNERS' ASSOCIATION BY-LAWS AMENDED

Transcription

1 CHAPEL HILL PROPERTY OWNERS' ASSOCIATION BY-LAWS AMENDED NOVEMBER 201

2 ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE ARTICLE ARTICLE TABLE OF CONTENTS PURPOSE AND APPLICATIONS Purpose and Application PRINCIPLE ADDRESS AND AGENT Principal Address 2.02 Principal Agent DEFINITIONS Declarations Defined 3.02 Other Terms Defined 3.03 Personal References ASSOCIATION MEMBERSHIP..01 Qualifications..02 No Additional Qualifications.03 Succession.0 Certificates of Membership MEMBER VOTING RIGHTS..01 Classes of voting Membership.02 Members in Good Standing.03 Voting Percentages..0 Proxies... MEETING OF MEMBERS..01 Annual Meeting.02 Special Meeting.03 Notice for Annual and Special Meeting.0 Quorums..0 Order of Business.0 Minutes of Meetings..... ARTICLE 7 ARTICLE 8 BOARD OF DIRECTORS Board of Directors Nonelected Member of the Board 7.03 Elections for Board 7.0 Terms MEETINGS OF DIRECTORS Regular Meetings 8.02 Actions without Meetings 8.03 Quorum for Board Members

3 ARTICLE 9 GENERAL POWERS & DUTIES OF BOARD OF DIRECTORS Powers and Duties Costs of the Board of Directors 8 ARTICLE 10 OFFICERS AND THEIR DUTIES The Officers and Their Duties Vacancies Duties of the President Duties of the Vice President Duties of the Secretary Duties of the Treasurer Assignment of Duties Compensation 10 ARTICLE 11 FISCAL MANAGEMENT Fiscal Year Annual Budget Assessments Special Assessments Reserve Funds Accounting Records Lender's Notice 11 ARTICLE CHARGES AND PROCEDURES FOR NON-PAYMENT OF ANNUAL ASSESSMENT..01 Late Fees.02 Lien for Overdue Assessment.03 Notification of Lien.0 Priority of Lien... ARTICLE 13 OWNER OBLIGATIONS Assessments Maintenance and Repair Use Insurance... ARTICLE 1 RULES AND REGULATIONS Rules and Regulations... ARTICLE 1 AMENDMENTS TO THE BY-LAWS Notice Adoption 1.03 Prohibited Amendments ARTICLE 1 MISCELLANEOUS Captions 1.02 Parliamentary Rules 1.02 Conflict 1.03 Compliance

4 BYLAWS CHAPEL HILL PROPERTY OWNERS' ASSOCIATION ARTICLE 1 PURPOSE AND APPLICATION 1.01 PURPOSE AND APPLICATION. The following are the By-Laws of the Chapel Hill Property Owners' Association, herein referred to as the "Association," a not for profit corporation, organized pursuant to the Mississippi Nonprofit Corporation Act formed for the purpose of managing and operating a certain development located in Lamar County, Mississippi, known as Chapel Hill, herein after referred to as the Property." The provisions of the By-Laws are applicable to the entirety of the Property. All present or future owners, tenants and their employees and any other persons or entities that might use the facilities of Chapel Hill, in any manner, are subject to the regulations and provisions set forth by the By-Laws and to the Rules and Regulations established and promulgated by the Association pursuant to the By-Laws and the Declarations. The mere acquisition of a lot, residence, or rental of a residence at Chapel Hill or the mere occupancy of any residence will signify that these By-Laws and the provisions of the Declarations and the Rules and Regulations, as they may be amended from time to time, are accepted, ratified and will be complied with. ARTICLE 2 PRINCIPLE ADDRESS AND AGENT 2.01 PRINCIPLE ADDRESS. The principle address of the Association is PO Box 190, Hattiesburg, MS or at such other place as may be designated subsequently by the Board of Directors PRINCIPLE AGENT. The principle agent of the Association is Mr. Lamar Evans of Association Management Systems, Inc. The principle address of the agent is 29 N. Main Street, Hattiesburg, MS ARTICLE 3 DEFINITIONS 3.01 DECLARATIONS DEFINED. The "Declaration" shall mean that certain Declaration of Covenants, Conditions and Restrictions for Chapel Hill, a development in Lamar County, MS and filed with the Chancery Clerk office in Lamar County, MS, as the same may be amended from time to time in accordance with the terms thereof 3.02 OTHER TERMS DEFINED. Other terms used herein this document and in the Rules and Regulations shall have the meaning given to them in the main Declaration and are hereby incorporated by reference and made a part of these documents PERSONAL REFERENCES. Whenever the context so permits, the singular shall include the plural, the plural shall include the singular and the use of one gender shall be deemed to include both genders.

5 ARTICLE ASSOCIATION MEMBERSHIP.01 QUALIFICATIONS. The sole qualification for membership shall be ownership of a lot in the Property. No membership may be separated from the lot to which it is attached..02 NO ADDITIONAL QUALIFICATIONS. No additional fees or dues shall be assessed as a condition of the exercise of the right of membership except as specifically authorized by the Declarations..03 SUCCESSION. The membership of each owner shall automatically terminate on the transfer or other disposition of an owner's interest in the lot. The membership will automatically be transferred to the new owner succeeding to such ownership interest..0 CERTIFICATES OF MEMBERSHIP. The Association shall issue no shares of stock of any kind whatsoever. ARTICLE MEMBERS VOTING RIGHTS.01 CLASSES OF VOTING MEMBERSHIP. The Association shall have two (2) classes of voting membership as provided for in Article IV of the Declaration Class A. Class A members shall be all members with the exception of the Declarant or his nominee(s), if any. Class A members shall be entitled to one (1) vote for each Lot owned. When more than one person or entity holds an interest(s) in any Lot, all such persons or entities shall be members, and the vote for such Lot shall be exercised as they, among themselves, determine. Should such persons fail to agree on their vote, the vote attached to said Lot shall not be counted. In no event shall more than one vote be cast for said Lot. Class B. Class B members shall be Declarant, or his nominee(s), if any. Class B members shall be entitled to four () votes for each Lot owned.02 MEMBERS IN GOOD STANDING. Members in good standing shall be those members who are current in their annual assessment. Only members in good standing shall be eligible to vote in any member meeting..03 VOTING PERCENTAGES. Whenever any provision of the Declaration or By-Laws requires a vote of a specified percentage of the voting power of each class of Members, then such provisions shall require a separate vote by the specified percentage of the voting power of Class A Members and by the specified percentage of the voting power of Class B Members. Whenever any provisions of the Declaration or the By-Laws requires a separate percentage of the voting power f the Members, then shall such provision shall require a vote by the specified percentage of the combined voting power of all members..0 PROXIES. A Member may appoint only another Member or the Management Agent as his proxy; provided that in no case may any Member cast more than one (1) vote on behalf of another Member by virtue of a proxy from such Member All proxies must be in writing and must be in such form as has been approved by the Board of Directors and must be given to the Secretary prior to the appointed time of the meeting at which the proxy is to be exercised. Unless limited by its provisions to a shorter term, each proxy shall continue until revoked in writing and given to the Secretary or by the death of the Member who gave the proxy provided, however, that no proxy shall be effective for a period in excess of one hundred eighty (180) days. All proxies shall automatically cease upon the conveyance by the Member of the Lot.

6 ARTICLE MEETING OF MEMBERS.01 ANNUAL MEETING. An Annual Meeting of the Members shall be held on the date, at the place and at the time as determined by the Board provided that there shall be an annual meeting every calendar year and not later than thirteen (13) months after the last Annual Meeting. a. The purpose of the Annual Meeting shall be to elect Directors, adopt a budget for the coming year, set the assessment for the coming year if need be and to transact any other business authorized to be transacted by the Board or the Membership. b. Notices for the Annual Meeting shall not be given less than thirty (30) days in advance (Declaration.) Such notice shall state the date, time and place of the meeting and the items on the agenda. This notice will include the general nature of any proposed amendment to the Declaration or By- Laws, any proposed budget changes or any other items that are to be on the agenda. c. The Annual Meeting shall be subject to the quorum rules noted in Declaration.0 and stated below in By-Laws SPECIAL MEETING. Special meetings of the Members may be called at any time by the Board or upon the Board's receipt of a written request for a Special Meeting from Members representing at least thirty-three percent (33%) of the votes of the Association. a. The purpose of the Special Meeting shall be limited to that stated in the request for the meeting. b. Notices for a Special Meeting shall not be given less than 1 days in advance. c. Special Meetings are subject to the quorum rules noted in Declaration and stated below in By-Laws..03 NOTICE FOR ANNUAL AND SPECIAL MEETINGS. All notices for meetings of members shall state the date, time and place of the meeting and the item(s) on the agenda. These notices for Annual Meeting or Special Meetings may be delivered to members personally, by mail or by . In addition, a notice may be posted in a conspicuous place on the property prior to the meeting..0 QUORUMS. Taking any actions during the Annual Meeting or a Special Meeting shall be deemed passed by a simple majority of those voting in the affirmative..0 ORDER OF BUSINESS. The order of business at the Annual Meeting of members, and at all other meeting, if possible, shall be: Call to Order Counting the number of Members of each class and certifying proxies Reading and disposal of any unapproved minutes Report of officers Reports of committees Election of Directors Unfinished business New business Adjournment.0 MINUTES OF MEETINGS. The minutes of all meetings of members shall be kept in a book available for inspection by owners or their authorized representatives. ARTICLE 7 BOARD OF DIRECTORS 7.01 BOARD OF DIRECTORS. The Board of Directors of the Chapel Hill Property Owners' Association shall consist of no less than seven (7) or more than nine (9) persons elected at large.

7 The Declarant of Chapel Hill shall be a non-elected member of the Board of Directors and shall have full voting rights. The Declarant of Chapel Hill is Fordham/Thompson Development, LLC. The Board shall hold elections on an annual basis at the Annual Meeting. Only Members in good standing shall run for Director. Directors shall be those Members with the highest number of votes. All Directors wanting to remain on the Board after his term shall stand for re-election at the Annual Meeting. Each director shall serve a term of one (1) year or until his successor shall be elected or appointed. Any director may succeed himself if elected by the members at the Annual Meeting. ARTICLE 8 MEETING OF DIRECTORS 8.01 REGULAR MEETINGS. The Board shall have regular meeting as are needed to conduct the business of the Association. Regular meetings are to be open to the Membership. During such regular meetings, the Board, at it's discretion, may or may not give special notice to members and may or may not seek input from the Members concerning topics to be discussed. Reminders of the regular meetings of the Board of Directors shall be made to the other Directors by the President or the Management Agent at least three (3) days before the meeting and state the date, time and place for the meeting and shall allow for items to be added to the agenda 8.02 ACTION WITHOUT MEETING. Any action permitted or required to be taken at a regular meeting of the Board may be taken without a meeting if written consent setting forth the action to be taken is signed by all the Directors, providing a simple majority of Directors vote in the affirmative. Such actions are to be filed with the minutes of the preceding meeting of the Board QUORUM. At all meeting of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the actions of the majority of the Directors present at any meeting at which a quorum is present shall be the actions of the Board of Directors. If at any meeting of the Board of Directors, including any one or adjourned meetings, there should be less than a quorum present, the majority of those present may adjourn the meeting to a later time, At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. ARTICLE 9 GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS 9.01 POWERS AND DUTIES. The Board of Directors shall have all the powers, authorities and duties necessary or appropriate for the management and administration of the affairs of the Association as stated in the Declaration, Article 7. In managing and administering such affairs, the Board of Directors shall have power and authority to do all acts necessary except those which by law or the Declaration or By-Laws may be done and exercised only by the Members or developer. The powers, authorities and duties of the Board shall include, but shall not be limited to, the following: a) To provide for the care and the upkeep of the Common Areas/Facilities and Services in a manner consistent with law and the provisions of the Declaration and the By-Laws. To provide for the designation, hiring, and dismissal of the personnel necessary and appropriate for the proper care and maintenance of the Common Area/Facilities and to provide services on the property in a manner consistent with the law, the Declaration and the By-Laws. 7

8 b) To establish an annual budget and to provide for the establishment, collection, use and expenditure of assessments to defray all costs and expenses of this budget. To provide adequate legal remedies for failure to pay such assessments. c) To maintain a bank account on behalf of the Association. To pay all bills and taxes, local and federal, when due. d) To make, establish and promulgate, and at its discretion, to repeal and re-enact reasonable Rules and Regulations, not in conflict with the Declaration, By-Laws or law as it deems proper. e) To provide for the promulgation and enforcement of such rules, regulations, restrictions and requirements as may be deemed proper respecting the use, occupancy and maintenance of the Common Areas/Facilities. Such rules, regulations, restrictions and requirements shall be consistent with law, the Declaration and the By-Laws. f) To sell, lease, mortgage or otherwise deal with Lots acquired by the Association. g) To borrow money on behalf of the Association when required in connection with the operation, care, upkeep and maintenance of the Common areas, provided, however, that the consent of at least bwo-thirds 2/3 of the votes of the Members obtained at a meeting duly called and held for such purpose in accordance with the provision of these By-Laws, shall be required for the borrowing of such money. h) To purchase fire, extended coverage and comprehensive public liability insurance for the Common Areas/Facilities deemed advisable to adequately protect the Association and its members against liability in connection with these Common areas/facilities. To purchase insurance for the Board against personal liability while carrying out their duties serving on the Board and to procure fidelity bonds, if the Board deems advisable, covering officers responsible for Association funds and personal property. i) To repair, restore or reconstruct all or any part of the Common Areas/Facilities after any casualty loss in a manner consistent with law and the provisions of the By-Laws. j) To employ for the Association, at Board discretion, a management agent (referred to as Management Agent) at a rate of compensation established by the Board to perform such duties and services as the Board from time to time shall prescribe. Any management agreement shall provide that such agreement may be terminated for cause by either party upon thirty (30) days written notice to the other party. The term of said management agreement may not exceed one year and shall provide that the term of such agreement may be renewable by mutual agreement of the parties for successive one year periods. k) To retain attorneys and accountants as needed. l) To enforce by legal means the provisions of the Declaration, the Articles of Incorporation, these By-Laws and the Rules and Regulations for the use of the property. j) To elect Officers of the Board k) To create both standing and ad hoc committees as deemed necessary to address neighborhood concerns COSTS OF THE BOARD OF DIRECTOR. All costs, charges, expenses and premiums incurred by the Board while carrying out the above powers and duties described in Article 9 shall be a common expense of all Property Owners and shall be a part of the assessment. 8

9 ARTICLE 10 OFFICERS AND THEIR DUTIES THE OFFICERS OF THE BOARD. The Officers of the Board shall consist of the President, Vice President, Secretary and Treasurer. Pursuant to Article 9.01 the new Board at their first opportunity shall select officers from the members elected as Directors to the Board at the Annual Meeting. Any person re-elected at an Annual Meeting may be reappointed by the Directors to succeed himself VACANCIES. Should an officer not be able to continue in his office for the entire year of his term, the Board shall appoint a successor. The Board shall also advertise for additional members in the Chapel Hill Newsletter or through if needed DUTIES OF THE PRESIDENT. The President, who shall be a director, is the principal executive officer of the Association. He shall have all the powers and duties that are usually vested in the office of a president of a POA including but not limited to: a) b) c) d) e) f) Setting dates of and presiding over all meetings of the Board and the Members. Signing all contracts and other instruments that have been duly approved by the Board. Calling special meetings of the Board whenever deemed necessary in accordance with these By- Laws Guiding the general business and affairs, direction and control of the Association. Along with the Secretary, prepare, execute, certify and record amendments to the Declarations, Rules and Regulations and By-Laws of the Association. Preside over the annual Meeting DUTIES OF THE VICE PRESIDENT. The vice-president, who shall be a director, will assume the duties of the president when asked or in the event the President cannot fulfill that role. His duties shall include but not be limited to: a) Assisting the President when asked. b) Serving as a co-coordinator of standing and ad hoc committees. c) Assisting, if asked, all other officers in their duties DUTIES OF THE SECRETARY. The Secretary, who shall be a director, shall record, keep and propagate minutes of all Board meetings as well as the Annual meeting. The Secretary's duties shall include but not be limited to: a) Keeping accurate records of all Association business such as notices, reports, incorporation paperwork and all other documents that pertain to the ongoing business of the Association. b) Along with the President, prepare, execute, certify and record amendments to the Declarations, Rules and Regulations and By-Laws of the Association. c) Passing all historical documents on to the next Secretary at the end of his/her term DUTIES OF THE TREASURER. The Treasurer, who shall be a director, shall be the financial officer of the Association and shall have all powers and duties that are customarily vested in the office of the treasurer of a POA. The Treasurer shall be responsible to work with and supervise the maintenance of books and records by the Management Company. These books and records shall include but not be limited to: a) Receiving and depositing all funds of the Association into the CHPOA account. b) Disbursing and withdrawing funds as the Board may from time to time direct c) Paying all Association bills as appropriate. d) Being responsible for and supervising the maintenance of books and records to account for all funds of the Association. e) Preparing and distributing the financial statements of the Association. f) Keeping a record of all homeowner assessments owed. g) Keeping a record of all receipts and expenditures. h) Being a signee, along with one other officer, on all checks used by the Association. i) Making a copy of the budget available to homeowners when requested. 9

10 10.07 ASSIGNMENT OF DUTIES. As per By-Law Article 9, the Board, at its discretion, may employ a manager to handle some of the duties of the Board officers. This in no way moderates the responsibility to see that all duties are carried out in an appropriate and timely manner COMPENSATION. Except upon resolution of at least two-thirds (2/3) of the then Members of the Association, no compensation shall be paid to Directors for their services as Directors. After the first Annual Members meeting, no remuneration shall be paid to any Director who is also a Member for services performed by him for the Association on in any other capacity unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors before such services are undertaken. Directors may be reimbursed for their out-of-pocket expenses necessarily incurred in connection with their services as Directors. ARTICLE 11 FISCAL MANAGEMENT FISCAL YEAR. The fiscal year of the Association shall be such as shall from time to time be established by the Association ANNUAL BUDGET. The Board shall prepare or cause to be prepared and adopt a proposed annual budget for each fiscal year in accordance with the Declaration, Article 8 and By-Laws, Article 9. The annual budget shall be detailed and shall show the amounts by expense classifications. Expenses shall be estimated for each category and item of the common expenses. The budget shall also include reserve funds for capitol expenditures, deferred maintenance and contingencies. The budget shall set forth each property owner's proposed assessment for the common expenses. In the event the Board proposes to increase the property owners' assessment above the ten percent (10%) allowed in accordance with the Declarations, Article 8, the budget must be ratified by the owners at the Annual Meeting. Notice of the proposed budget shall be included in the Annual Meeting notice and copies of the proposed budget shall be available for property owners upon request ASSESSMENTS. Assessments for common expenses shall be made in accordance with the Declarations and these By- Laws. The Board shall cause to be sent to each owner a statement of assessment. Assessments may be collected on a yearly or quarterly basis when due. However, the failure to send or receive such statement shall not relieve the owner of his obligation to make a timely payment of the assessment. If the ratification of a new assessment, which needs to be passed by the Members, shall not be approved at the Annual Meeting, each owner shall continue to pay the assessment as last determined. No owner shall be relieved of his obligation to pay his assessment by abandonment of his property or lack of use of the Common Areas/Facilities SPECIAL ASSESSMENTS. In addition to the annual assessment authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying the cost of any reconstruction, repair or replacement of capital improvements on the Common Areas/Facilities as provided in the Declaration, Article 8. This special assessment will be approved at a Special Meeting called for this purpose and shall be subject to Article of the By-Laws RESERVE FUNDS. The Board shall establish reserve funds as stated in the Declaration, Article 8. These funds shall be maintained out of regular assessment fund. All such funds may be deposited only in such banking institutions where such accounts are guaranteed by the FDIC or invested in obligations which are fully guaranteed as to principle by The United States of America ACCOUNTING RECORDS. The Association shall keep financial records sufficiently detailed to enable the Association to comply with the requirements of the Declarations and any applicable laws. These records shall be in accordance with generally accepted accounting principles and shall include a record of receipts and expenditures and an 10

11 account for each owner showing the assessments or charges due and the dates thereof. Each owner or his authorized agent shall have access to his individual record at all times LENDER'S NOTICES. Upon written notice to the Association, identifying the name and address of the holder, insurer or guarantor and the lot number, any mortgage holder, insurer, or guarantor will be entitled to timely written notice of: a) any condemnation or casualty loss that affects either a material portion of the project or the lot securing the mortgage. b) any 0 day delinquency in the payment of assessment or charges owed by the owner of any Lot on which it holds a mortgage. ARTICLE CHARGES AND PROCEDURES FOR NON-PAYMENT OF ANNUAL ASSESSMENT.01 LATE FEES. If any owner shall fail or refuse to pay his part of the common expenses or assessment within 30 days (30) of the due date, a late fee of $10.00 shall be added to the amount due. Notice of each late fee addition shall be sent to the property owner and considered to be delivered 8 hours after being put in the U. S. postal service. If such default in assessment is not cured within 0 (sixty) days notice shall be sent to the owner by registered mail..02 LIEN FOR OVERDUE ASSESSMENTS. Since the Association has the obligation to collect all assessments, assessments over $ and 90 (ninety) days in default shall constitute a lien on the non-paying property owner. The lien shall include a fee of $0.00 to cover the costs of collection including but not limited to late fees, attorney fees, postal charges for registered mail, costs for preparation and filing all paperwork. Notice of such potential late fees shall be included on the assessment statement..03 NOTIFICATION OF LIEN. Notice to property owner of impending lien against his property shall be by registered mail..0 PRIORITY OF LIEN. Any lien of the Association shall be subject to the rules of priority as stated in the Declarations and applicable State of Mississippi laws. ARTICLE 13 OWNER OBLIGATIONS ASSESSENTS. Every property owner of any lot in Chapel Hill shall contribute pro rata toward the expense of administration, maintenance, alteration, repair and improvement of the property as provided by the Declarations and these By-Laws. Each assessment against a lot shall also be the personal obligation of the owner at the time the assessment fell due. Such personal obligation shall not pass to successors in title unless assumed by such successors or required by applicable law MAINTENANCE AND REPAIR. Every owner of any lot in Chapel Hill shall promptly perform all maintenance and repair work to his Lot or residence as provided by the Declarations, Article and the Rules and Regulations. An owner shall also be responsible to reimburse the Association for any expenses incurred in repairing or replacing any Common Areas/Facilities damaged through the owners fault USE. The property shall be utilized in accordance to the provisions of the Declarations, Article and these By- Laws and the Rules and Regulations of the Association. 11

12 13.0 INSURANCE. Each owner of an Improvement shall obtain and maintain coverage sufficient to repair or replace said Improvement. ARTICLE 1 RULES AND REGULATIONS 1.01 RULES AND REGULATIONS. The Board of Directors may from time to time adopt, modify, amend or add to the rules and regulations concerning the use of and activities at Chapel Hill and for the general welfare and quality of life of the residents. ARTICLE 1 AMENDMENTS TO THE BY-LAWS Notice of the subject matter of a proposed amendment to these By-Laws by the Board shall be delivered to each owner not less than fourteen (1) days prior to the date of the Board meeting at which the proposal is to be considered. This notice shall be by mail, or direct contact ADOPTION. These By-Laws may be altered, amended, or appealed or new By-Laws may be adopted by the affirmative vote or agreement of the majority Members at any membership meeting 1.03 PROHIBITED AMENDMENTS. No proposed rule or regulation addition or change that conflicts with the Declaration shall be adopted. ARTICLE 1 MISCELLANEOUS 1.01 CAPTIONS. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these By-Laws or the intent of any provision hereof PARLIAMENTARY RULES. Robert's Rules of Order (latest edition) shall govern the conduct of Association meetings when not in conflict with the Declarations or these By-Laws CONFLICT. In the event of any conflict between the provisions of these By-Laws and the Declarations, the Declaration shall govern, except to the extent the Declaration is inconsistent to the Mississippi Nonprofit Corporation Act. 1.0 COMPLIANCE. These By-Laws are set forth to comply with the requirements of the Mississippi Nonprofit Corporation Act, and shall be considered an appendage to the Declaration filed prior hereto in accordance with said Act. In any case, if any By-Laws conflict with the provisions of said Mississippi statues, it is hereby agreed and accepted that the provision of the Acts will apply.