Greystone Estates By-Laws
Name, Principal Office and Definitions
The name of the Association shall be Greystone Estates Homeowners' Association (herein sometimes referred to as the "Association").
The principal office of the Association in the State of Tennessee shall be located in Sumner County. The Association may have such other offices, either within or outside the State of Tennessee, as the Board of Directors may determine or as the affairs of the Association may require.
The words used in these By-Laws shall have the same meaning as set forth in that Declaration of Covenants, Conditions, and Restrictions for Greystone Estates (said Declaration as amended, renewed, or extended from time to time, is hereinafter sometimes referred to as the "Declaration", unless the context shall prohibit.
Association: Membership, Meetings, Quorum, Voting, Proxies
The Association shall have two (2) classes of membership, Class "A" and Class "B", as more fully set forth in the Declaration. the terms of which pertaining to membership axe specifically incorporated herein by reference.
Place of Meeting
Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors either within the Property or as convenient thereto as possible and practical.
The first meeting of the Association whether a regular meeting or special meeting, shall be held within one (1) year from date of incorporation of the Association. Meeting shall be of the Members. Subsequent regular annual meetings shall be set by the Board so as to occur at least ninety (90), but not more than one hundred twenty (120) days before the close of the Association's fiscal year on a date and at a time set by the Board of Directors.
The President may call special meetings In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or upon a petition signed by the Members representing at least ten percent (10%) of the total votes of the Association. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Notice of Meetings
Written or printed notice stating the place, day, and hour of a meeting of the Members shall be delivered, either personally or by mail to each Member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days
before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting.
In the case of a special meeting or when required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid.
Waiver of Notice
Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to vote.
Adjournment of Meeting
If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not less than five (5), nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.
The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that Members representing at least twenty-five percent (25%) of the total votes of the Association remain in attendance, and provided further that any action taken is approved by at least a majority of the Members required to constitute a quorum.
The voting rights' of the Members shall be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein.
A Member may vote by written proxy subscribed by such Member and bearing a date not more than eleven (11) months prior to the meeting in which the proxy is to be used.
As used in these By-Laws, the term "majority" shall mean those votes, owners, or other group as the context may indicate totaling more than fifty (50%) percent
of the total number.
Except as otherwise provided in these By-Laws or in the Declaration, the presence in person or by proxy of the Members representing a majority of the total votes in the Association shall constitute a quorum at all meetings of the Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.
Conduct of Meetings
The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.
Action Without A Meeting
Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if written consent setting forth the action so taken is signed by all of the Members entitled to vote with respect to the subject matter thereof; and any such consent shall have the same force and effect as a unanimous vote of the Members.
Board of Directors: Number, Powers, Meetings
COMPOSITION AND SELECTION
Governing Body: Composition
The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one (1) vote. Except with respect to directors appointed by the Declarant, the directors shall be Members or spouses of such Members; provided, however, no person and his or her spouse may serve on the Board at the same time. In the case of an Owner that is a corporation or partnership, the person designated in writing to the Secretary of the Association as the representative of such corporation or partnership shall be eligible to serve as a director.
Directors During Class "B" Controls
The Directors shall be selected by the Class "B" Member acting in its sole discretion and shall serve at the pleasure of the Class "B" Member until the first to occur of the following:
when seventy-five percent (75%) of the Units permitted by the Plan for the property of the Declaration have certificates of occupancy issued thereon and have been conveyed to persons other than the Declarant or builders holding title solely for purposes of development and sale;
December 31, 2011
when, in its discretion, the Class "B" Member so determines
Right to Disapprove Actions
This Section 3 may not be amended without the express, written consent of the Class "B" Member as long as the Class "B" membership exists.
So long as the Class "B" membership exists, the Class "B" Member shall have a right to disapprove actions of the Board and the Architectural Control Committee as is more fully provided in this Section. This right shall be exercisable only by the Class "B" member, its successors, and assigns who specifically take this power in a recorded instrument. The right to disapprove shall be as follows:
No action authorized by the Board of Directors or the Architectural Control Committee shall become effective, nor shall any action. policy, or program be implemented until and unless:
The Class "B" Member shall have been given written notice of all meetings and proposed actions approved at meetings of the Board or any committee thereof by certified mail, return receipt requested, or by personal delivery at the address it has registered with the Secretary of the Association, as it may change from time to tune, which notice complies as to the Board of Directors meetings with Article III, Sections, 8, 9, and 10, of these By-Laws and which notice shall, except in the case of the regular meetings held pursuant to the By-Laws, set forth in reasonable particularity the agenda to be followed at said meeting; and
The Class "B"' Member shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action, policy, or programs to be implemented by the Board, any committee thereof; or the Association. The Class "B" Member, its representatives or agents shall make its concerns, thoughts, and suggestions known to the members of the subject committee and/or the Board. The Class "B" Member shall have and is hereby granted a right to disapprove any such action, policy, or program authorized by the Board of Directors or any committee thereof and to be taken by the Board, such committee, the Association or any individual member of the Association, if Board, committee, or Association approval is necessary fox such action. This light may be exercised by the Class "B" Member, its representatives or agents, at any time, within ten (10) days following the meeting held pursuant to the terms and provisions hereof. This right to disapprove may be used to block proposed actions but shall not extend to the requiring of any action or counteraction on behalf of any committee, or the Board of the Association. The Class "B" Member shall not use its right of disapproval to require a reduction in the level of services which the Association is obligated to provide or to prevent capital repairs or any expenditure required to comply with applicable laws and regulations.
Number of Directors
The number of directors in the Association shall not be less than three (3) nor more than five (5), as provided in Section 6 below the initial Board shall consist of three (3) members.
Election and Term of Office
Notwithstanding any other provision contained herein:
Within thirty (30) days after the Class "A" Members, other than the Declarant or a builder holding title solely for the purposes of development and sale, own twenty-five percent (25%) of the Units permitted by the Plan for the property, or whenever the class "B" Member earlier determines, the Association shall call a special meeting at which Members other than the Declarant shall elect one (1) of the three (3) directors. The remaining two (2) directors shall be appointees of the Class "B" Member. The director elected by the Members shall not be subject to removal by the Class "B" Member acting alone and shall be elected for a term of two (2) years or until the happening of the event described in subsection (2) below, whichever is shorter if such director's term expires prior to the happening of the event described in subsection (2) below, a successor shall be elected for a like term.
Within thirty (30) days after the Class "A" Members, other than the Declarant or a builder holding title solely for the purposes of development and sale, own twenty-five percent (25%) of the Units permitted by the Plan for the property, or whenever the class "B" Member earlier determines, the Board shall increase to five (5) directors. The Association shall call a special meeting at which Members other than the Class "B" Member shall elect two (2) of the five (5) directors. The remaining three (3) directors shall be appointees of the Class "B" Member. The directors elected by the Members shall not be subject to removal by the Class "B" Member acting alone and shall be elected for a term of two (2) years or until the happening of the event described in subsection (3) below, whichever is shorter. If such directors' terms expire prior to the happening of the event described in subsection (3) below, successors shall be elected for a like term.
Within thirty (30) days after termination of the Class "B" Control Period, the Association shall call a special meeting at which Members other than the Class "B" Member shall elect three (3) of the five (5) directors. The remaining two (2) directors shall be appointees of the Class "B" Member. The directors elected by the Class "A" Members shall not be subject to removal by the Class "B" Member acting alone and shall serve until the first annual meeting following the termination of the Class "B" ContI'Ol Period. If such annual meeting occurs within thirty (30) days after termination of the Class "B" Control Period, this subsection shall not apply and directors shall be elected in accordance with subsection 4 below.
At the first annual meeting of the membership after the termination of the Class "B" Control Period the Class "A" Members shall elect (5) directors. Three (3) directors shall be elected to serve a term of two (2) years and two (2) directors shall be elected to serve a term of one (1) year. Upon the expiration of the initial term of office of each such director, a successor shall be elected to serve a term of two (2) years. Thereafter, all directors shall be elected to serve two (2) year terms.
At any election of directors, each Member shall be entitled to cast one (1) equal vote with respect to each vacancy to be filled. The candidates receiving the largest number of votes shall be elected. The Directors elected by the Members shall hold office until their respective successors have been elected by the Association. Directors may be elected to serve any number of consecutive terms.
Remove of Director and Vacancies
Any director elected by the Members may be removed with or without cause, by the majority vote of Members. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. A director who was elected solely by the votes of Members other than the Declarant, may be removed from office prior to the expiration of his or her term only by the votes as a majority of Members other than the Declarant Upon removal of a director, a successor shall then and there be elected by the Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director.
Any director elected by the Members who has three (3) consecutive unexcused absences from Board meeting or who is delinquent in the payment of any assessments or other charge due the Association fox more than thirty (30) days may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the reminder of the term. In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board and it may appoint a successor. Any director appointed by the Board shall serve for the remainder of the term of the director who vacated the position.
COMPOSITION AND SELECTION
The first meeting of the Board of Directors following each annual meeting of the membership shall be held within ten (10) days thereafter at such a time and place as shall be fixed by the Board.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least four (4) such meetings shall be held during each fiscal year at least one (1) per quarter. Notice of the time and place of the meeting shall be communicated to directors not less than four (4) days prior to the meeting; provided. however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any three (3) directors. The notice shall specify the time and place of the meeting to be considered The notice shall be given to each director by one of the following methods:
by personal delivery;
written notice by first class mail, postage prepaid;
by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; or
by telegram, charges prepaid. All such notices shall be given at the director's telephone number or sent to the director's address as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at lease seventy-two (72) hours before the time set for the meeting.
Waiver of Notice
The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if:
a quorum is present, and
either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice
Quorum of Board of Directors
At all meetings of the Board of directors. a majority of the directors shall constitute a quorum for the transaction of business and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business, which might have been transacted at the meeting originally called, may be transacted without further notice.
No director shall receive any compensation from the Association for acting as such unless approved by Members representing a majority of the total vote of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the directors.
Conduct of Meetings
The President shall preside over all meetings of the Board of Directors, and the Secret&y shall keep a minute book of meetings of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and ail transactions and proceedings occurring at such meetings Meetings may be conducted by telephone and shall be considered as any other meeting; provided all directors &e able through telephone connection to hear and to be heard.
Subject to the provisions of Section 16 of this Article all meetings of the Board shall be open to all Voting Members, but Voting Members other than directors may not participate in any discussion or deliberation, unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak.
Action Without a Formal Meeting
Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.
POWERS AND DUTIES
The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are directed to be done, and exercised exclusively by the Members, for the Declaration, Articles, or these By-Laws.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these By-Laws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and shall be responsible for the following, in a way of explanation, but not limitation:
preparation and adoption of annual budgets in which there shall be established the contribution of each Owner to the Common Expenses;
making assessments to defray the Common Expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessments; provided, unless otherwise determined by the Board ofDirectors, the annual assessment for ead1 Unit's proportionate share of the Common Expenses shall be payable in all equal monthly installments, each such installment to be due and payable in advance on the first day of each month for said month;
providing for the operation, cate, upkeep, and maintenance of all of the Common Area;
designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair; arid replacement of the Association, its property, and the Common Area and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties;
collecting the assessments, depo siting the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the· Association; provided, any reserve fund may be deposited, in the Directors' best business judgment, in depositories other than banks;
making and amending rules and regulations;
opening of bank accounts on behalf of the Association and designating the signatures required;
making or contacting for the making of repairs, additions, and improvements to alterations of the Common Area in accordance with other provisions of the Declaration and these By-Laws after damage or destruction by fire or other casualty;
enforcing by legal means the provisions of the Declaration, these By-Laws, and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association;
obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof,
paying the cost of all services rendered to the Association or its Members and not chargeable directly to specific Owners;
keeping books with derailed accounts of the receipts and expenditures affecting the Association and its administrations, specifying the maintenance and repair expenses and any other expenses incurred;
making available to any prospective purchaser of a Unit, any Owner of a Unit, any first Mortgagee, and the holders, insurers, and guarantors of a first Mortgage on any Unit, current copies of the Declaration, the Articles of Incorporation, the By-Laws, rules governing the Unit and all other books, records, and financial statement of the Association; and
permitting utility suppliers to use portions of the Common Area reasonably necessary to the ongoing development or operation of the Property.
The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager; subject to the Board's supervision, all of the powers granted to the Board ofDirectors by these By-Laws, other than the powers set forth in subparagraphs (1), (2), (6), (7), and (9) of Section 16 of this Article The Declarant, or other affiliate of the Declarant, may be employed as managing agent or manager.
No management contract may have a termination in excess of one (1) year and must permit termination by either party without cause and without termination fee upon ninety (90) days or less written notice.
Accounts and Reports
The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
accrual accounting, as defined by generally accepted principles, shall be employed;
accounting and controls should conform to generally accepted accounting principles:
cash accounts of the Association shall not be commingled with any other accounts;
no remuneration shall be accepted by the managing agent from vendors, independent contractors or others providing good or services to the Association. whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Association; provided, nothing herein shall prohibit the managing agent from earning commissions for services performed by the managing agent in leasing Units on behalf of the Owners of such Units;
any financial or other interest which the managing 11gent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors;
commencing at the end of the month in which the first Unit is sold and closed, financial response shall be prepared for the Association at least quarterly containing:
an income statement reflecting all income and expense activity for the preceding period on an accrual basis;
a statement reflecting all cash receipts and disbursements for the preceding period;
a variance report reflecting the status of all accounts in an "actual'' versus "approved" budget format;
a balance sheet as of the last day of the preceding period; and ( v) a delinquency report listing all Owners who are delinquent in paying the monthly installments of assessments at the time of the report and describing the status of any action to collect such installments which remain delinquent (A monthly installment of the assessment shall be considered to be delinquent on the fifteenth (15) day of each month unless otherwise determined by the Board of Directors); and
an annual report consisting of at least the following shall be distributed to all Members within one hundred twenty (120) days after the close of the fiscal year:
a balance sheet;
an operating (income) statement; and
a statement of changes in financial position for the fiscal year. The annual report referred to above shall be prepared on an audited or reviewed basis, as determined by the Board, by an independent public accountant; provided, during the Class "B" Control Period, the annual report shall include certified financial statements
The Board of Directors shall have the power to borrow money for the purpose of maintenance, repair or restoration of the Common Area without the approval of the Members of the Association The Board shall also have the power to borrow money for other purposes; provided, the Board shall obtain Member approval in the same manner provided in Article X, Section 3, of the Declaration for special assessments in the event that the proposed borrowing is for the purpose of modifying, improving, or adding amenities and the total amount of such borrowing exceeds or would exceed five (5%) percent of the budgeted gross expenses of the Association for that fiscal year. Notwithstanding anything to the contrary contained in the Declaration, these By-Laws or the Articles of Incorporation, during the Class "B" Control Period, no Mortgage lien shall be placed on any portion of the Common Area without the affirmative vote or written consent. or any combination thereof; of Voting Members representing at least fifty-one (51%) percent of the Members other than the Declarant and the Declarant's nominees.
Rights of Association
With respect to the Common Area, and in accordance with the Articles of incorporation and the Declaration, the Association shall have the right to contract with any person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, operational, or other agreements with other owner or resident associations. Such agreements shall require the consent of two- thirds (2/3) of all Directors of the Association.
The Association shall not be bound, either directly or indirectly, by any contract, lease. or other agreement (including any management contract) executed during the period of Declarant control of the Board of Directors unless such contract, lease or other agreement contains a right of termination exercisable by either party without penalty at any time, with or without cause, upon not more than ninety (90) days notice to the other party.
The Board shall have the power to impose reasonable fines which shall constitute a lien upon the penalty of the violating Owner, and to suspend an Owner's right to vote or to use the Common Area for violation of any duty imposed under the Declaration, these By-Laws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize the Association or the Board of Directors to limit ingress and egress to or from a Unit or to suspend an Owner's right to vote due to nonpayment of assessments In the event that any occupant of a Unit violates the Declaration, By-Laws, or a rule or regulation and a fine is imposed, the fine shall first be assessed against the occupant; Provided. however, if the fine is not paid by the occupant within the time period set by the Board, the Owner shall pay the fine upon notice from the Association. The failure of the Board to enforce any provision of the Declaration, By-Laws, or rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.
Prior to imposition of any sanction hereunder, the Board or its delegate shall serve the alleged violator with written notice describing:
the nature of the alleged violation,
the proposed sanction to be imposed,
a period of not less than ten (10) days within which the alleged violator may present written request to the Board of Directors for a hearing; and
a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within ten (10) days of notice. If a timely challenge is not made, the sanction stated in the notice shall be imposed.
If a hearing is requested in a timely manner, the hearing shall be held in executive session affording the Owner a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, a proof of proper notice shall be placed in !he minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.. The Board of Directors may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the ten (10) day period Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any person.
Additional Enforcement Rights
Notwithstanding anything to the contrary herein contained, the Association, acting through the Board of Directors, may elect to enforce any provision of the Declaration, these By-Laws, or the mies and regulations of the Association by self-,help (specifically including, but not limited to, the towing of vehicles that are in violation of the parking tules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the procedure set forth above. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.
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The Officers of the Association shall be a President, Vice President, Secretary, and Treasurer, to be elected from among the members of the Board. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries
and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same Person, except the offices of President and Secretary.
Election, Term of Office and Vacancies
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Voting Members, as herein set forth in Article III. A vacancy in any office arising due to death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Powers and Duties
The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association. The Treasurer shall have
primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.
Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Agreements, Contracts, Deeds, Leases, Checks, etc.
All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.
Committees are hereby authorized to perform such tasks and to serve for such period, as
may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present Each committee 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.
The fiscal year of the Association shall be set by resolution of the Board of Directors.
Except as may be modified by Board resolution, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Tennessee Law, the Articles of Incorporation, the Declaration, or these By-Laws.
If there are conflicts between the provisions of Tennessee law, the Articles of Incorporation, the Declaration, and these By-Laws, the provisions of Tennessee
Law, the Declaration, the Articles of Incorporation, and the By-Laws (in that order) shall prevail.
Books and Records
Inspection by Members and Mortgagees
The Declarations and By-Laws, membership register, books of account, and minutes of meeting of the Members, the Board, and committees shall be made available for inspection and copying by any Mortgagee, Member of the Association, or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place within the Property as the Board shall prescribe.
Rules For Inspection
The Board shall establish reasonable rules with respect to:
notice to be given to the custodian of the records
hows and days of the week when such an inspection may be made: and
payment of the cost of reproducing copies of documents requested.
Inspection by Director
Every Director shall have the absolute right at any reasonable time to inspect all books, records. and documents of the Association and the physical properties owned or conn oiled by the Association. The right of inspection by a Director includes the tight to make extracts and a copy of relevant documents at the expense of the Association.
Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications under these By-Laws shall be in Writing and shall be deemed to have been duly given if delivered personally or if sent by United States Mail first class postage prepaid.
if to a Member at the address which the Member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Unit of such Member; or
to the Association, the Board of Directors, or the managing agent, at the
principal office of the Association or the managing agent, if any, oz at such other address as shall be designated by notice in writing to the Members, pursuant to this Section.
Prior to the conveyance of the first Unit, Declarant may unilaterally amend these By-Laws. After such conveyance, the Declarant may unilaterally amend these By-Laws so long as it still owns property for development as part of the Property
and so long as the amendment has no material adverse effect upon any right of any Member. Thereafter and otherwise, these By-Laws may be amended only by the affirmative vote (in Person or by alternate) or written consent, or any combination thereof; of seventy-five percent (75%) of the Members, including seventy-five percent (75%) of the votes held by Members other than Declarant. However, the percentage of votes necessary to amend a specific clause shall nor
"be less than the prescribed percentage of affirmative votes required for action to be taken under that clause, No amendment shall be effective until recorded in the public records of Sumner County, Tennessee.
No amendment may remove, revoke, or modify any right or privilege of Declarant
without the written consent of Declarant or the assignee of such right or privilege. No amendment may impair the validity or priority of the lien of any Mortgage held by a Mortgagee or impair the rights granted to Mortgagees herein without the prior written consent of such Mortgagees.
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