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BYLAWS OF HERON POINT HOMEOWNERS ASSOCIATION ARTICLE I
Section 1. "Declaration' shall mean the Declaration of Protective Covenants and Restrictions for Heron Point Subdivision, Bryan County, Georgia recorded in the Office of the Clerk of Superior Court of Bryan County, Georgia in Record Book 6G, Folio 584. A copy of the Declaration is attached to these Bylaws [Exhibit A] and is incorporated herein by reference each and every time said Declaration is referred to by these Bylaws. Section 2. "Subdivision" shall mean and refer to Heron Point Subdivision, a residential subdivision located in the 20th G. M. District of Bryan County, Georgia which is commonly referred to as "Heron Point" and is more particularly described as follows: Heron Point Subdivision: All those certain lots, tracts and parcels of land situate, lying and being in the 20th G.M. District of Bryan County, Georgia and known as Heron Point Subdivision, as is more particularly described on that certain plat of said subdivision recorded in the Office of the Clerk of Superior Court of Bryan County, Georgia in Plat Record Book M, Pages 116 and 117, to which reference is hereby specifically made. Section 3. "Supplemental Declaration" shall mean the Supplemental Declaration of Protective Covenants and Restrictions for Heron Point Subdivision, Bryan County, Georgia recorded in the Office of the Clerk of Superior Court of Bryan County, Georgia in Record Book _____ , Folio _____. A copy of the Supplemental Declaration is attached to these bylaws [Exhibit B] and is incorporated herein by reference each and every time said Supplemental Declaration is referred to by these Bylaws. Section 4. "Association" shall mean and refer to HERON POINT SUBDIVISION HOMEOWNERS ASSOCIATION, INC., a Georgia not-for-profit membership corporation organized and existing under the laws of the State of Georgia. Section 5. "The Property" shall mean and refer to all lots of the Subdivision known as Heron Point, the same being a subdivision of all those certain lots, tracts or parcels of land situate lying and being in Bryan County, Georgia, a plat of said subdivision being on record in the Office of the Clerk of Superior Court, Bryan County, Georgia in Plat Record Book M, Page 116 and 117, to which reference is hereby specifically made, and such additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation. Section 6. "Common Properties" shall mean and refer to the property known and designated as the "Recreation Area" on the subdivision plat of Heron Point Subdivision prepared by Helmly & Associates, Inc., for Charles L. Stafford, dated October 22, 1985, which Plat is recorded in the Office of the Clerk of Superior Court of Bryan county, Georgia, in Plat Record Book M, Pages 116 and 117, and any other properties and facilities at any time owned and/or maintained by the Association for the common benefit and enjoyment of the residents within the subdivision. Section 7. Every record owner of a lot in the Subdivision (hereinafter a "Lot") shall be a Member of the Association and shall be subject to these Bylaws. "Owner" and "Member" shall mean and refer to the record owner of a fee simple title to any Lot, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation; provided however, that if more than one such record owner has a fee simple interest in a Lot, the term "Owner" and "Member" with respect to that Lot shall refer collectively to said record owners Section 8. "Member" or "Members" shall mean and refer to those Owner(s) who are Members of the Association as hereinafter provided, provided however, that if the Owner of a Lot is one or more persons, the term "Member" with respect to that Lot, shall refer collectively to said Owners. ARTICLE II
Section 1. Membership in the Association shall be as set forth in paragraph 2(a) of the Supplemental Declaration. Section 2. The rights of membership are subject to the payment of annual assessments or charges to be established and collected as provided in the Supplemental Declaration and any special assessments established and collected as provided in the Supplemental Declaration. Section 3. The membership rights of any person more than 30 days in arrears on dues may be suspended by action of the Board of Directors during the period when dues remain unpaid; but, upon payment of such dues, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the Common Properties, and the personal conduct of any person thereon, they may, in their discretion suspend the rights of any such person for violation of such rules and regulations for a period not to exceed sixty (60) days. ARTICLE III
Section 1. Voting rights in the Association shall be as set forth in Paragraph 4 of the Supplemental Declaration. ARTICLE
IV Section 1. Each Member shall be entitled to the use and enjoyment of the Common Properties in accordance with the rules and regulations governing the Common Properties as set forth by the Board of Directors. Section 2. Any Member may delegate his rights of enjoyment in the Common Properties to the members of his family who reside in the subdivision or to any of his tenants who reside thereon under a leasehold interest for a term of one year or more. Such Member shall notify the Secretary in writing of the name of any such person and of the relationship of the Member to such person or persons. Such delegated person or persons are subject to suspension under Article II of these bylaws, to the same extent as those of the Member. ARTICLE V
Section 1. The Association has been organized for the following purposes: (a) to promote the health, safety and welfare of the residents of the Heron Point Subdivision; (b) to own, acquire, operate and maintain the areas designated as the Common Properties; (c) fix membership dues; (d) enforce any and all covenants, restrictions and agreements; and (e) pay taxes, if any, on the Common Properties Section 2. Additions to the Property described in Article I, Sections 4 and 5, shall extend the jurisdiction, functions, duties and membership if applicable, of the Association to such Properties. Section 3. The quorum required for any action governed by these Bylaws shall be as follows, unless otherwise provided: At the first meeting duly called as provided therein, the presence of Members, or proxies, entitled to cast sixty percent (60%) of the total vote of the Association shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirements set forth hereinabove. Section 4. The Association shall have the power to dispose of its real properties only as authorized under the Articles of Incorporation or the Supplemental Declaration. ARTICLE VI
Section 1. The affairs of the Corporation shall be managed by a Board of Directors who must be Members of the Corporation. The Board of Directors shall serve until their successors shall have been elected and qualify. The initial Directors shall be those three (3) Members specified in the Articles of Incorporation and those Directors shall serve until the regular annual meeting in January, 1993. At the regular annual meeting in January, 1992, four (4) additional Members shall be selected as Directors to serve until the regular annual meeting in January, 1994, and the number of Directors from and after the regular annual meeting in January, 1992, shall be seven (7). All succeeding terms shall be for two (2) years. Section 2. Vacancies in the Board of Directors shall be filled by the majority of remaining Directors, any such appointed Director to hold office until his successor is elected by the Members, who may make such election at the next regular annual meeting duly called for that purpose. ARTICLE VII
Section 1. Election of the Board of Directors shall be by written ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, the appropriate number of votes according to their property interest. The names receiving the largest number of votes shall be elected. Section 2. Nominations for election to the Board of Directors shall be presented by a Nominating Committee which shall be one of the standing committees of the Association. Nominations may be made from the floor. Section 3. The Nominating Committee shall consist of a chairman who shall be a Member of the Board of Directors, and two or more Members of the Association. The Nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the Members. Section 4. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, hut not less than the number of vacancies that are to be filled. ARTICLE VIII
Section 1. The Board of Directors shall have power: (a) To call special meetings of the Members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4) of the voting membership. (b) To appoint and remove at pleasure all officers, agents and employees if any, of the Association, prescribe their duties, fix their compensation and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any Member, officer or Director of the Association in any capacity whatsoever. (c) To adopt and publish rules and regulations governing the use of the Common Properties and the personal conduct of the Members and their guests thereon. (d) To exercise for the Association all powers, duties and authority vested in or delegated to this Association except those reserved to the Members in the Articles of Incorporation, these Bylaws or the Supplemental Declaration. Section 2. It shall be the duty of the Board of Directors: (a) To cause to be kept a record of all its acts and corporate affairs. (b) To supervise all officers, agents and employees of this Association and to see that their duties are properly performed. ARTICLE IX
Section 1. Regular meetings of the Board of Directors shall be held in January, April, July, and October, at such places, dates, and times as the Board of Directors shall determine by resolution. Section 2. Ten (10) days written notice of such meeting shall be given to each Director. Section 3. Special meetings of the Board of Directors shall be held when called by any officer of the Association or by any two Directors after not less than three (3) days notice to each Director. Section 4. The transaction of any business at any meeting of the Board of Directors, however called, or whenever held, shall be as valid as though made at a meeting duly held after regular call and notice, if a quorum is present, and if either before or after the meeting each of the Directors not present signs a written waiver of notice, or a consent to the holding of such a meeting, or any approval of the minutes thereof. All such waivers, consents or approvals shall be field with the corporate records and made a part of the minutes of the meeting. Section 5. The majority of the Board of Directors shall constitute a quorum. ARTICLE X
Section 1. The officers shall be a president, a vice-president, a secretary, and a treasurer. Any or all officers may be, but shall not be required to be, Members of the Board of Directors. Section 2. The officers shall be chosen by majority vote of the Directors. Section 3. All officers shall hold office at the pleasure of the Board of Directors. Section 4. The President shall preside at all meetings of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried out. Section 5. The Vice-President shall perform all the duties of the President in his absence. Section 6. The Secretary shall be ex officio secretary of the Board of Directors, shall record the votes and keep the Minutes of all proceedings in a book to be kept for that purpose. He shall keep the records of the Association. He shall record in a book kept for that purpose the names of all Members of the Association together with their addresses as registered by such Members. Section 7. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided however, that the resolution of the Board shall not be necessary for disbursement in the ordinary course of business. The Treasurer shall sign all checks of the Association, provided that such checks shall also be signed by the President or Vice President. Section 8. The Treasurer shall keep proper books of account and may cause an annual audit of the Association books to be made at the completion of each fiscal year. He shall prepare an annual budget and an annual balance sheet statement, and the budget and balance sheet shall be presented to the membership at its regular annual meeting. ARTICLE XI
Section 1. Committees to perform tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee shall be comprised and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors. Section 2. The standing committees of the Association shall be the Nominations Committee and the Audit Committee. Each committee shall consist of a chairman and two or more Members and shall include a Member of the Board of Directors for board contact. The committees shall be appointed by the Board of Directors following each annual meeting to serve through the close of the next annual meeting. Such appointments shall be announced at each such annual meeting. The Board of Directors may appoint such other committees as it deems desirable. Section 3. The Nominations Committee shall have the duties and functions described in Article VII of these Bylaws. Section 4. The Audit Committee shall select the person to conduct the annual audit of the Association's books. The person selected may be a Member of the Association but may not be an Officer or Director of the Association. ARTICLE XII
Section 1. The regular annual meeting of the Members shall be held on the fourth Tuesday of the month of January in each year. If the day for the annual meeting of the Members shall fall upon a holiday, the meeting will be held at the same hour on the first day following which is not a holiday. Section 2. Special meetings of the Members for any purpose may be called at any time by the President or by any two or more Members of the Board of Directors, or upon written request of one-fourth (1/4) of the entire membership. Section 3. Notice of any meetings shall be given to the Members by the Secretary. Notice may be given to the Member either personally, or by sending a copy of the notice by mail, postage prepaid to his address appearing on the books of the Association. Notice of any meeting shall be given at least three (3) days in advance of the meeting. Section 4. The presence at the meeting of Members entitled to cast, or of the proxies entitled to cast, forty percent (40%) of the total votes of the Association shall constitute a quorum for any action governed by these Bylaws. Any action governed by the Articles of Incorporation or by the Supplemental Declaration applicable to the Property shall require a quorum as therein provided. ARTICLE XIII
Section 1. At all corporate meetings of Members, each Member may vote in person or by proxy. Section 2. All proxies shall be in writing and filed with the Secretary. No proxy shall extend beyond a period of eleven (11) months and every proxy shall automatically cease upon sale by the Member of his interest in the Property. ARTICLE XIV
Section 1. The amount of annual membership dues of the Association and the date for payment of which shall be determined by a resolution of the Board of Directors. ARTICLE XV
Section 1. The books, records and documents of the Association shall be subject to the inspection of any Member. ARTICLE XVI
Section 1. These Bylaws may be amended at a regular or special meeting of the membership by two-thirds (2/3) of the vote at a duly called meeting and provided that any matter stated herein to be or which is in fact governed by the Declaration and/or Supplemental Declaration may not be amended except as provided in the Declaration and/or Supplemental Declaration. Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Supplemental Declaration applicable to the Property referred to in Section 1 and these Bylaws, the Supplemental Declaration shall control. ARTICLE XVII
Section 1. The Association shall have a seal in circular form having within its circumference the words: "HERON POINT HOMEOWNERS ASSOCIATION". ARTICLE XVIII
Section 1. The principal office of the Association shall be located at 13 Heron Point, or at such other location designated by the Directors of the Association. |