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.
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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, or 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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