JACKSON COUNTY SOUTHAMPTON FALLS HOMEOWNERS ASSOCIATION BY-LAWS Article I Name and Location The name of the corporation is Jackson County Southampton Falls Homeowners Association, Inc. hereinafter referred to as SOUTHAMPTON HOA or the Association. Meetings of its members and directors may be held at such places within the State of Georgia as may be designated by the Board of Directors. Article II Definitions Section 1. SOUTHAMPTON HOA or Association shall mean and refer to Jackson County Southampton Falls Homeowners Association, Inc. Section 2. Properties shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. Common Area shall mean all real property owned by the Association for the common use and enjoyment of the owners. Section 4. Lot shall mean and refer to any plot of land shown upon recorded subdivision map of the Properties with the exception of the Common Area. Section 5. Owner shall mean and refer to the recorded owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. Declaration shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Clerk of the Superior Court of Jackson County, Georgia. Section 7. Member shall mean and refer to those persons who own a lot or lots in the subdivision. Where a lot or lots is/are owned by more than one person, each person shall be deemed a member, but together they shall have only one vote.
Article III Meeting of Members Section 1. Annual Meetings The Board of Directors shall hold at least annual meetings of the members in the fourth month of each year at the hour and location as designated by the Board. Section 2. Special Meetings Special meetings of the Members may be called by the Board of Directors or upon written request signed by one-fourth of all the Members who are entitled to vote. Section 3. Notice of Meetings Notice of each Regular and/or Annual Meeting shall be given in the community newsletter by U.S. Mail addressed to the Member s address last appearing on the books of the SOUTHAMPTON HOA for the purpose of notice. Notices of Special Meetings shall be mailed to each Member, postage prepaid, at least fifteen (15) days before such meetings. All such notices shall specify the place, day and hour of the meeting and, in the case of a Special Meeting, the purpose of the meeting. Section 4. Quorum The presence at any meeting of the Members of one or more persons (in addition to the members of the Board of Directors) of those entitled to cast, or of proxies entitled to cast, votes shall constitute a Quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these By- Laws. If such a quorum shall not be present or represented at any meeting, the Members entitled to vote shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum as aforesaid shall be present or represented. Section 5. Absentee Voting At all meetings of the Members, each Member may vote in person, by absentee ballot or by proxy. All absentee ballots shall be in writing, signed by the Member and delivered to the Secretary before noon on the day of the meeting. A signed proxy, authorizing another Member to vote for the absent Member, shall be presented at the meeting and shall automatically cease upon adjournment of that meeting. During any period in which a Member shall be in default in the payment of any amount due and owing to the Association, the vote which is allocated to any Lot in which such Member owns a fee interest shall not be counted for any purpose.
Article IV Officers and Directors Section 1. Number The affairs of the SOUTHAMPTON HOA shall be managed by a Board of Directors consisting of five (5) Members of which (4) Members are to be Officers plus a member at large who shall also hold the position of Chairman of the Modification Committee. In the case of a vote ending in a tie, the President shall cast the deciding vote. The four Officers shall be the President, the Vice President, the Secretary and the Treasurer. In addition, the Association shall have such other Officers as the Board of Directors shall deem to be desirable in connection with the administration of the affairs of the Association. All of the Officers of the Association shall be appointed by and serve at the pleasure of a majority of the Members of the Board of Directors. The Board of Directors shall meet as required and provide notice to the Members that a Board meeting is being convened so that any member who has an interest may attend the Board meeting as an observer. The Board will allow for time to be set aside for Member comment(s) at these meetings. Section 2. Term of Office With the exception of the first Member elected to the Board of Directors each Officer shall be elected for a two year term, provided, however, an Officer may be re-elected for an unlimited number of such two year terms. The terms of the President and Secretary will begin in alternate years from the terms of the Vice President and Treasurer. Each additional Director shall be elected for (2) year terms and may be re-elected for an unlimited number of such two (2) year terms. Section 3. Removal Any Officer may be removed from the Board, with or without cause, by a three fourths (3/4) majority vote of the total membership of the SOUTHAMPTON HOA. In the event of death, resignation or removal of an Officer, his or her successor shall be selected by the remaining members of the Board and shall serve until the next annual meeting. Section 4. Compensation No Officer shall receive compensation for any service he or she may render to the SOUTHAMPTON HOA. However, any Officer may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.
Article V Nomination and Election of Officers and Directors Section 1. Nomination All Nominations for Officers and/or Directors of the SOUTHAMPTON HOA must be made, in writing, at least thirty (30) days before the annual meeting. The ballot of eligible candidates shall be made available upon request from the current Secretary at least one (1) week prior to the Annual Meeting. No write-in votes are permitted. Only Members may nominate Director candidates for the SOUTHAMPTON HOA Board of Directors. A Member may nominate themselves. Only Members in good standing may be nominated, elected or serve as Officers or Directors. In order to be placed upon the ballot and eligible for election as an Officer and/or Director of the SOUTHAMPTON HOA a Member must receive a minimum of two (2) nominations. For purposes of this Section, a Member shall be considered to be in good standing if that Member has no overdue indebtedness to the SOUTHAMPTON HOA and is otherwise in compliance with these by-laws and the Declaration of Protective Covenants on record with the Superior Court Clerk of Jackson County, Georgia. Section 2. Election Election as a Director shall be by secret ballot at the annual meeting of the SOUTHAMPTON HOA. At such election, Members may vote in person, by absentee ballot or by proxy and cast their votes for each vacancy to be filled. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Newly elected Directors shall take office on the first day of May. Article VI Officers, Directors and Their Duties Section 1. Enumeration of Officers and Directors The Officers of SOUTHAMPTON HOA shall be a President, a Vice President, a Secretary and a Treasurer. These four Officers shall at all times be members of the Board of Directors. No member shall simultaneously hold more than one of any of the other offices except in the case of special assignments pursuant to the good of the SOUTHAMPTON HOA.
Section 2. Duties The duties of the Officers are as follows: President: The President shall be the chief executive Officer of the Association and shall preside at all meetings of the members of the Board of Directors and the general Membership meeting of SOUTHAMPTON HOA. The president shall manage, supervise and control all of the business and affairs of the Association, and shall have the powers and duties which incident to the office of the President of a corporation organized under the Georgia Nonprofit Corporation Code. The President shall see that orders and resolutions of the Board and membership are carried out, shall sign all contracts and other written documents. Vice President: The Vice President shall act in the place and instead of the President in the event of his or her absence, inability or refusal to act and shall exercise and discharge such other duties as may be required by the Board. If neither the President nor the Vice President shall be able to perform such duties, the Board of Directors shall appoint one of their members to act in the place of the President on an interim basis. Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members, keep the corporate seal of the SOUTHAMPTON HOA and affix it on all papers requiring said seal, serve notice of meetings of the Board and of the members, keep appropriate current records showing the members of the SOUTHAMPTON HOA together with their addresses and telephone numbers, and shall perform such other duties as required by the Board and such other duties as are incident to the office of the Secretary of a corporation organized under the Georgia Nonprofit Corporation Code. Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts all monies of the SOUTHAMPTON HOA and shall disburse such funds as directed by resolution of the Board of Directors, shall sign all checks of the SOUTHAMPTON HOA, shall keep proper books of the account, and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at the regular annual meeting. The Treasurer shall also perform all of the duties which are incident to the office of Treasurer of a corporation organized under the Georgia Nonprofit Corporation Code. Directors: The four Officers conduct the business of the SOUTHAMPTON HOA. Their overlapping terms of office are aimed at bringing stability and continuity to the business of the SOUTHAMPTON HOA.
Duties & Powers: Except as specifically provided otherwise in the Georgia Nonprofit Corporation Code, the declaration of Covenants, the Article of Incorporation of the Association or these by-laws, the posers inherent in or expressly granted to the Association may be exercised by the Board of Directors acting through the Officers of the Association without any further consent or action on the part of the Members. The Board of Directors shall also have the responsibility of discharging all of the duties imposed upon the Board of Directors under the terms and provisions of the aforesaid instruments. Without limiting the generality of the provisions of this Section the Board of Directors shall have the following specific powers: (a) (b) (c) To suspend the Membership rights of any Member of the Association, including the right to vote and use the Association Property and the facilities located thereon, during the period of time such Member shall be delinquent in the payment of any assessment, assessment installment, or any other amount or amounts as shall be due and payable to the Association or shall fail to comply with or abide by any rule or regulation adopted by the Board of Directors in regard to the Association Property; and To enter into management agreements for the Association. To establish and set the annual budget, annual homeowners association fees, and any special assessments as required. Article VII Books and Records The books, records and papers of the SOUTHAMPTON HOA shall at all times during reasonable business hours be subject to inspection by any Member. The Declaration, Article of Incorporation and the By-Laws of the SOUTHAMPTON HOA shall be available for inspection by any member upon request to the SOUTHAMPTON HOA.
Article VIII Amendments Section 1. The By-Laws and the Declaration of Covenants may be amended only by the following procedure: the SOUTHAMPTON HOA Board of Directors shall first adopt a resolution proposing the amendment and recommending its adoption by the Members. Such proposed amendment(s) shall then be presented to the Members at a meeting thereof duly called and held for the purpose of considering such proposed amendment. The proposed amendment must be approved by 75% of the eligible Association Members in person, by proxy, or by absentee ballot to become effective. In the event that the Members amend these By-laws by a 3/4 majority vote, that portion thus amended by the Members may subsequently be modified only by another 3/4 majority vote of the eligible Members in person, by proxy, or by absentee ballot. Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control, and in the cases of any conflict between the Declaration of Covenants and these By-Laws or the Articles of Incorporation, the Declaration of Covenants shall control. Article IX Hours of Operation for Common Areas and Rules Pertaining Thereto [Reserved] Article X Miscellaneous Fiscal Year: The fiscal year of the Association shall be May 1 through April 30 Reserve Fund: The Board of Directors shall establish a Reserve Fund as a separate account. Funding for the Reserve Fund account shall be from the Annual Assessment and shall be determined by the Board on an annual basis within the reserve funding section of the annual budget. When the funds within the Reserve Fund account reach an amount determined by the Board to be sufficient, the Board may discontinue further funding of the Reserve Fund account and in its discretion may reduce the amount of the Annual Assessment for subsequent years.
Funds within the Reserve Fund account may not be withdrawn from said account until such time as the purpose for such withdrawal is first approved by the Members of the Association with a 75% majority of the eligible Members voting in favor of the proposed use for the designated funds. The intent of requiring the Reserve Fund account is to help ensure that adequate funding is available for capital improvements, capital repairs and unforeseen expenses of the Association when such funding becomes necessary and with the approval of the membership as provided herein. The creation of the Reserve Fund account shall not affect the authority of the Board of Directors to levy a special assessment as it deems necessary. Certain Notices: Any Member who shall sell or lease any lot in which he has a fee or undivided fee interest shall promptly give the Secretary a written notice of such sale or lease which notice shall also set forth the name and address of such purchaser or lessee. The address so furnished for such purchaser or lessee shall be the address to which the Secretary shall send any notices to be sent to such purchaser or lessee, until such purchaser or lessee shall furnish the Secretary with another address for such purpose. Article XI Enforcement of Covenants and By-Laws Section 1. The Board of Directors shall have the authority to enforce compliance with the Declaration and these By-Laws, as well as to set fines for violations of the Declaration and these By-Laws. Section 2. Every Owner shall be responsible for ensuring that his or her respective Lot is in compliance with the Declaration and these By-Laws, regardless of whether that Owner occupies the premises. Moreover, each Owner is responsible for the conduct of his or her tenants, guests, or invitees. Section 3. (a) Reporting Covenant and By-Law Violations. All alleged violations of either the Declaration or these By-Laws shall be reported to the SOUTHAMPTON HOA Board of Directors, in writing delivered at P.O. Box 399, Hoschton, Georgia 30548. (b) Discussion of Allegations by the Board. The President, upon receiving a report of an alleged violation of the Declaration or these By-Laws, shall promptly discuss the allegations with each respective member of the Board of Directors, either together or individually. (c) Oral Notification Upon A Finding of Reasonable Possibility. If three (3) members of the SOUTHAMPTON HOA Board find that there is a reasonable possibility that the complaint is well-founded, the Board of
Directors shall designate one or more Members to contact the Owner of the Lot in question and provide oral notification of the believed violation. No fines shall be assessed in connection with said oral notification. (d) Written Notification Upon Failure to Correct Alleged Violation. If the alleged violation is not corrected within five (5) days after said oral notification (or, in the case of a non-continuous but recurring violation, if the alleged violation continues to occur following oral notification), the Board of Directors shall provide written notification of the alleged violation to the Owner of the Lot in question by regular U.S. Mail, Federal Express, or U.P.S., addressed to the Lot Owner s last known address on record with the SOUTHAMPTON HOA. Said written notification shall include the following information: (i) the nature of the alleged violation, (ii) the provision of the Declaration and/or By-Laws believed to be violated, (iii) the Owner s right to request, in writing, a formal hearing before the Board of Directors (or such other committee of Members designated by the Board of Directors to sit at any such hearing); and (iv) that the Lot Owner shall be fined according to the schedule set forth herein if the Lot Owner fails to correct the alleged violation within ten (10) calendar days from the date the written notification was deposited for delivery. (e) Formal Hearing Procedures. If the Lot Owner requests a formal hearing in a writing that is either: (i) postmarked within ten (10) days of the date of the written notice, or (ii) hand-delivered to the Board of Directors within 10 days of the date of the written notice, the Board of Directors (at its sole discretion) shall set a date, time, and location for the formal hearing and provide notice to all parties involved. To the extent possible, the Formal Hearing shall follow Robert s Rules of Order. Said hearing shall take place no sooner than three (3) days after the Lot Owner s written demand for hearing is received by the SOUTHAMPTON HOA Board of Directors. No fines shall begin to accrue against the Lot Owner until such time that the formal hearing is conducted. At the formal hearing, the Lot Owner shall be entitled to present evidence in his or her defense. Moreover, any Member shall be entitled to be present at the formal hearing and, upon being recognized, may present evidence in support of, or against, the alleged violations. After the presentation of evidence, the SOUTHAMPTON HOA Board of Directors (or its designees as provided herein) shall deliberate regarding whether the Lot Owner has committed the alleged violation(s), with a majority vote controlling as to each respective alleged violation. Upon a finding that the Lot Owner has committed a violation, fines for each respective violation shall be imposed as set forth herein, unless corrected in full within two (2)
days following the hearing. (f) If the Lot Owner fails to request a formal hearing in the manner provided herein, the alleged violation is deemed admitted. Moreover, unless corrected in full within ten (10) calendar days from the date the written notification was deposited for delivery, fines for each respective violation shall be imposed as set forth herein. (g) If the SOUTHAMPTON HOA Board of Directors (or its designees) finds following the formal hearing that the Lot Owner has committed the alleged violation(s) in question, or if the Lot Owner fails to request a formal hearing and further fails to correct the violation in full as provided in subsection (f), the SOUTHAMPTON HOA Board of Directors (or its designees) shall impose a fine of $25 for each violation of the Declaration or these By-Laws. Said fines shall begin to accrue on the third (3 rd ) day following a formal hearing if one is requested, and on the eleventh (11 th ) day after the written notification is deposited for delivery if no hearing was requested in the manner provided for herein. For purposes of continuous violations, it shall be considered a separate violation each day a violation continues once the fines begin to accrue. Moreover, for re-occurring violations by the same Lot Owner, the notice and hearing provisions contained herein shall only be given once, after which time the fines shall automatically begin accruing for each subsequent violation. Article XII Indemnification Each person who is or was a director or officer of the Association shall be indemnified by the Association against those expenses (including attorneys fees), judgments, fines, and amounts paid in settlement which are allowed to be paid or reimbursed by the Association under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any action, suit, or proceeding, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his/her 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 prescribed therein. In any instance where the laws of the State of Georgia permit indemnification to be provided to persons who are or have been an officer or director of the Association only on a determination that certain specified standards of conduct have been met, upon application for indemnification by any such person the Association shall promptly cause such determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time
parties to the proceeding; (ii) if a quorum cannot be obtained by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding (iii) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be obtained under (i) and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties my participate); or (iv) by the Members, but Members who are also directors who are at the time parties to the proceeding may not vote on the determination. As a condition to any such right of indemnification, the Association may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the Association and at the expense of the Association The Association may purchase and maintain insurance on behalf of any such persons whether or not the Association would have the power to indemnify such officers and directors against any liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by the Members or by any insurance carrier, the Association shall provide notice of such payment to the Members in accordance with the provisions of the laws of the State of Georgia. Certification I, the undersigned, do hereby certify that I am the duly elected Secretary of Jackson County Southampton Falls Homeowners Association, Inc., a Georgia Corporation and that the foregoing Bylaws were duly adopted, as required by the Declaration of Covenants, at a meeting of the Board of Directors of the SOUTHAMPTON HOA held on the 3 rd. day of August, 2007. Chad Clark, Secretary Jackson County Southampton Falls Homeowners Association