BYLAWS OF THE HOMEOWNER S ASSOCIATON OF PINE RIDGE SUBDIVISON, INC. ARTICLE I OFFICE The principal office of the Association shall be located at: ARTICLE II LOT OWNERS Section 2.1. Lot Owners As Members. All those persons owning a lot in Pine Ridge Subdivision and Pine Branch Subdivision, Oglethorpe County, Georgia, shall be members. Section 2.2. Annual Meeting Date The annual meeting of the lot owners shall be held on the third Monday in March of each year, or, if said date be a legal holiday, then on the next succeeding day which is not a holiday. Section 2.3. Special Meetings Special meetings of the lot owners may be called at any time by the President or by lot owners having twenty-five (25%) percent or more of the total vote of the Association. Section 2.4. Place Annual or special meetings of the lot owners may be held at any place within reasonable proximity to said subdivisions 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, or if no place is so specified, at the registered office of the Association. Section 2.5. Notice Notice of the annual meeting of the lot owners shall be given to each lot owner at least twenty-one (21) days in advance of any annual or regularly scheduled meeting, and at least seven (7) days in advance of any special meeting, stating the time, place and purpose of such meeting, Such notice shall be delivered personally, by electronic transmission or sent by United States mail, postage prepaid, to all lot owners of record at such address or addresses as any of them may have designated, or, if no other address has been so designated, at the address of their respective lots. Section 2.6. Quorum A quorum shall be deemed present throughout any meeting of the lot owners until adjourned if lot owners, in person or by proxy, entitled to cast more than one-third (1/3) of the votes of the Association are present at the beginning of such meeting. Section 2.7. Vote of Lot Owners On all matters upon which the lot owners are entitled to vote, each lot owner shall be entitled to cast the number of votes which are allocated to each lot owned by such lot owner by the Declaration. Any action of the Association shall be deemed valid upon the majority vote of the members present in person or by proxy at any annual or special meeting of the Association at which a quorum is present, unless otherwise specified in these Bylaws. The vote of the owners or a lot owned by a corporation or other legal entity shall be cast by the person named in a certificate signed by the agent of such corporation or entity, or by a general partner of a partnership, as the case may be, and filed with the Secretary of the Association. Such certificate shall be valid until revoked by a subsequent certificate. If such a certificate is not on file, the vote of such lot shall not be considered in determining
the requirement for a quorum nor for any other purpose. In no event shall more than one vote be cast with respect to any lot. Section 2.8. Proxies Votes may be cast in person or by proxy. All proxies shall be in writing filed with the Secretary of the Association. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon the sale by the lot owner of his lot. Section 2.9. Presiding Officer The presiding officer at all meetings of the lot owners shall be the President, in whose absence the Vice-President shall preside. If neither of such officers is present, the members shall elect a chairman to preside at the particular meeting. Section 2.10. Adjournments Any meeting of the lot owners, whether or not a quorum is present, may be adjourned by the holders of a majority of the votes 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, if the time and place of the reconvened meeting are announced at the meeting which was adjourned. At any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transferred at the meeting which was adjourned. Section 2.11. Action in Lieu of Meeting Any action to be taken at a meeting of the lot owners, or any action that may be taken at a meeting of the lot owners, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the lot owners entitled to vote with respect to the subject matter thereof and any further requirements of law pertaining to such consents have been complied with. Section 2.12. Relationship to Covenants This Association is formed pursuant to the covenants for Pine Branch and Pine Ridge Subdivision dated July 20, 2005, recorded in Deed Book, page, in the Office of the Clerk of the Superior Court of Oglethorpe County, Georgia, and shall act as the Pine Ridge Land Owners Association and the Pine Branch Land Owners Association as fully and to the same extent as if the covenants had originally named this Association. Said covenants are incorporated herein by reference. ARTICLE III DIRECTORS Section 3.1. General Powers Except as provided otherwise in the Georgia Nonprofit Corporation Code, the Declaration, the Articles of Incorporation, or these Bylaws, the powers inherent in or expressly granted to the Association may be exercised by the Board of Directors, acting through the officers, without any further consent or action on the part of the lot owners. The Board of Directors shall have the authority to adopt from time to time reasonable rules and regulations governing the use of the property owned by the Association. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting. The Board of Directors shall also be authorized to enter into such agreements for professional management of the Association as the Board shall deem to be in the best interests of the Association; provided, however, that all such, agreements must provide for termination on ninety (90) days' written notice and a maximum contract term of three (3) years. Section 3.2. Number of Directors The Board of Directors of the Association shall consist of no less than three (3) members and no more than six (6) who shall be elected at each annual meeting of
the lot owners and serve for a term of one year and until their successors are elected. Board members may be re-elected and can serve no more than two consecutive terms. Section 3.3. Vacancies The Directors may fill the place of any Director which may become vacant prior to the expiration of his term, and such appointment by the Directors is to continue until the expiration of the term of the Director whose place has become vacant. Section 3.4. Meetings The Directors shall meet annually without notice, following the annual meeting of the lot owners. Special meetings of the Directors may be called at any time by the President or by any two Directors, on two days notice to each Director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof. Section 3.5. Action in Lieu of Meeting Any action to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors and any further requirements of law pertaining to such consents have been complied with. Section 3.6. Compensation Officers and directors shall serve without compensation, but they shall be entitled to reimbursement for reasonable expenses incurred in the performance of their duties. ARTICLE IV OFFICERS Section 4.1. General Provisions The officers of the Association shall consist of a President, Vice-President and Secretary-Treasurer. All officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected and qualified. Section 4.2. President The President shall be the chief executive officer of the Association and shall have general and active management of the operation of the Association. He shall be responsible for the administration of the Association, including general supervision of the policies of the Association, general and active management of the financial affairs of the Association, and shall execute bonds, mortgages or other contracts in the name and on behalf of the Association. Section 4.3. Vice-President The Vice-President shall act in the President s absence and shall have such other duties as may be assigned to him by the Board of Directors. Section 4.4. Secretary-Treasurer The Treasurer shall be charged with the management of the financial affairs of the Association, and 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 the same to the Board of Directors and President as they may request. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the lot owners and the Directors. He shall have authority to give all notices required by law or these Bylaws. He shall have charge of the minute books, records, contracts, corporate seal, and other documents of the Association. The Secretary may affix the corporate seal to any lawfully executed documents requiring the same, and shall sign such instruments as may require his signature. In addition, the Secretary shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.
ARTICLE V INSPECTION OF BOOKS; NOTICE OF MORTGAGEES Section 5.1. The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any lot owner or the mortgagee of any lot owner. Section 5.2. All mortgagees who request the same shall be entitled to receive a written notification from the Association of any default in the performance by the individual lot owner/mortgagor of any obligations owed the Association. ARTICLE VI SEAL Section 6.1. The seal of the Association shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such seal at any time, the signature of the Association followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Association. The seal shall be in the custody of the Secretary and affixed by him on all appropriate papers. ARTICLE VII FISCAL YEAR Section 7.1. The Board of Directors shall be authorized to fix the fiscal year of the Association and to change the same from time to time as it shall deem appropriate. ARTICLE VIII AMENDMENT Section 8.1. These bylaws may be amended, at a regular or special meeting of the members, pursuant to a resolution adopting a proposed by either the Board of Directors or by the membership of the Association. Such resolutions must be approved by members to which at least two-thirds (2/3rds) of the votes in the Association appertain. Directors and members not present at the meeting considering the amendment may express their approval in writing. ARTICLE IX DUES Section 9.1. The Association shall have the power to assess such dues as are reasonably necessary for the operation of the Association including the maintenance of the common areas, which shall include, without limitation, the payment of ad valorem taxes, the provision of a general liability insurance policy and such other matters as the Association deems reasonably necessary. The Association shall establish a budget at its annual meeting. Dues notices shall be mailed promptly after the establishment of such budget and shall be due upon receipt of same by the Lot Owners. Any Lot Owner who elects not to be a member of the Association shall be billed in a similar manner by the Association as provided in the Declaration.
ARTICLE X INDEMNIFICATION AND INSURANCE Section 10.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the corporation against expenses, including attorneys fees (and in the case of actions other than those by or in the right of the corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him or her in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law. Section 10.2. Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 12.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 10.3. Insurance. To the extent permitted by Georgia law, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.