Our Bylaws
The purpose of our Bylaws is to provide our community with clear communication on how exactly the board members are held accountable while in their positions.
THE SANCTUARY AT LAKE NOTTELY
BYLAWS
This instrument contains the Bylaws for the Sanctuary at Lake Nottely Homeowners' Association (hereafter referred to as the "Association"). These Bylaws are hereby adopted for the purpose of regulating and managing the affairs of the Association in accordance with the Declaration of Covenants, Conditions, and Restrictions for the Sanctuary at Lake Nottely (hereafter referred to as "the Declaration of Covenants").
These Bylaws shall govern the operation of the Association including, among other things:
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the election or appointment of Members of the Board of Directors, the election of Officers of the Association, "
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the term of office and method of removal of Board Members and Officers, notice requirements for Regular and Special Meetings,
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the timing and mechanics of elections and Annual and Special Meetings, matters relating to the budget and assessments,
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the method of amending the Bylaws, and
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such other matters reasonably related to the proper operation and functioning of the Association.
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The Definitions contained in Article I the Declaration of Covenants are incorporated into these Bylaws as if recited verbatim herein.
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ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
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1.01 If the Association becomes an incorporated entity, it shall then maintain a registered agent and a registered office in accordance with Georgia's non-profit corporation code set forth at O.C.G.A. sec. 14-3-501 (as such code section may be hereafter amended).
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ARTICLE II - MEETINGS OF MEMBERS
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2.01 Location of Meetings. All meetings shall be held at such place as may from time to time be fixed by the Board, or as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof, or if not so fixed or stated, at the Association's registered office.
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2.02 Annual Meetings. Annual Meetings of Members shall be held on the ____ Saturday of ____ in each year, or if such day is a legal holiday, then on the following Saturday. At each such meeting, the Members shall elect a Board and transact such other business as may be properly brought before the meeting.
At the annual meeting, comprehensive reports of the affairs, finances, and budget projections of the Association shall be made to the Owners. At an Annual Meeting of Members, any matters relating to the affairs of the Association, whether or not stated in the notice of meeting may be brought up for action. Notwithstanding the foregoing, unless twenty percent or more of the voting power is present in person or by proxy, the only matters which may be voted upon at an Annual Meeting of Members are those matters which have been described in the meeting notice. (See 2.04 below)
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2.03 Special Meetings. Special Meetings may be called for any purpose by the President, three Directors, or by the Members at any time upon the written request of at least 15 percent of the Owners. Unless a majority of the Members of the Association entitled to vote are present at a Special Meeting, and specifically agree thereto, no matter shall be brought up for action at such Special Meeting unless it was described in the notice of a Special Meeting. (See Section entitled "Majority" below.)
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2.04 Meetings and Notice Requirements. Meetings of the Members of the Association shall be held not less frequently than annually. Notice shall be given to each Owner at least 15 days in advance of any annual or regularly scheduled meeting and at least 7 days in advance of any other meeting and shall state the time, place, and purpose of such meeting. Such notice shall be delivered personally or sent by United States mail, postage prepaid, to all Lot owners of record at such address or addresses as any of them may have designated or if no other address has been so designated, at the address of their respective Lots. If mailed, such notice shall be considered to be delivered when deposited in the United States mail. When given by mail, notice is deemed to be given at the time of mailing.
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2.05 Quorum. A quorum shall be deemed present throughout any meeting of the members of the Association if persons entitled to cast at least twenty percent of the votes are present at the beginning of the meeting. If a quorum shall not ever be present, the Members present in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such reconvened meeting, any business may be transacted which might have been transacted at the adjourned meeting.
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2.06 Majority. Except as otherwise provided in these Bylaws or the Declaration, so long as a quorum is present, the affirmative vote of a majority of the Members entitled to vote at the meeting shall prevail and be the act of the Members.
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2.07 Voting. All voting contemplated by these Bylaws shall be governed by the Declaration and any reference hereto to the voting rights of any member shall be governed by the relevant provisions of the Declaration.
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2.08 Proxy. A member may vote either in person or by a proxy executed in writing by the member or by his duly authorized attorney-in-fact. Any proxy must be in writing, signed by the member, and submitted to the President or the Secretary prior to the meeting. No such proxy shall be revocable except by written notice delivered to the Association by the Owner. A proxy shall be void if it purports to be revocable without such notice. A proxy must be dated and is not valid after the expiration of ninety days from its date unless otherwise provided in the proxy. A proxy is not invalidated by the death or incompetence of the Member unless it so provides.
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2.09 Action by Consent. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if consent in writing is obtained by the requisite number of Members.
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2.10 Waiver of Notice. Notice of a meeting need not be given to any Member who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by the Member.
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2.11 Order of Business. The order of business at all meetings shall be as follows:
a. A statement explaining the manner in which notice of the meeting was given (or waiver of notice of the meeting).
b. Reading of minutes of the preceding meeting.
c. Reports of officers.
d. Reports of Board of Directors.
e. Reports of committees.
f. Election of Directors (at Annual Meetings).
g. Unfinished business.
h. New business.
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ARTICLE III - DIRECTORS
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3.01 Power. The Board of Directors will manage the business and affairs of the Association and may exercise all the powers of the Association except for those which are conferred by law, the Declaration, or by these Bylaws, upon the Members. The Board shall choose and appoint all the agents and Officers of the Association and shall fill all vacancies as provided herein.
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3.02 Number and Election of Directors. There shall be an odd number of Directors of the Association with a minimum of five (5) who collectively shall be known as the Board of Directors. All Directors must be over the age of eighteen and be Members of the Association. The Directors shall be elected at the Annual Meeting or at a Special Meeting convened for such purpose.
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3.03 Term of Office and Vacancies. Once elected, Directors shall hold office until the next Annual Meeting or Special Meeting convened for that purpose, and until their successors are elected and qualified, unless they are removed sooner in accordance with provisions of the Bylaws. Any vacancy in the office of a Director shall be filled by the remaining Directors who were elected by the Members even though the remaining Directors constitutes less than a quorum of the Board.
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3.04 Removal. Any Director may be removed with or without cause by a majority vote of the Members.
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3.05 Meetings of the Board of Directors.
a. The first meeting of every newly elected Board shall be held immediately following the Annual Meeting or Special Meeting convened for the purpose of electing the Board at the place where such meeting is held. Such meeting of the Board shall be designated as the Annual Meeting of the Board, and no notice of such meeting shall be necessary provided a quorum shall be present. Alternatively, the new Board may convene at such place and time as they may agree. At the initial meeting of the Board, the Directors shall appoint a Chairman from their ranks.
b. Regular Meetings of the Board should be held at least annually and may be held with such frequency and at such time and at such place as the Board shall determine.
c. Special Meetings of the Board may be called by the Chairman of the Board, by the President, or by any two Directors on one day's notice to each Director in accordance with paragraph 3.06 below. Notice may be waived so long as all the Directors agree in writing thereto.
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3.06 Notice of Meetings. Board Members shall be given at least twenty-four hours verbal or written notice of all Board meetings. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
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3.07 Quorum. A quorum shall be deemed present throughout any meeting of the Board if persons entitled to cast at least one-half of the votes in that body are present. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting from time to time until a quorum shall be present, without notice of the time and place that the meeting will be reconvened other than announcement at the adjourned meeting.
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3.08 Majority. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Declaration, or by the Articles of Incorporation (if any).
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3.09 Action by Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if before or after the action, all Members of the Board consent to it in writing. The written consents shall be filed with the minutes of the proceedings of the Board.
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3.10 Committees. The Board may form committees. to perform certain tasks beneficial to the Association so long as each committee formed shall have at least one Director as a member. Each committee shall serve at the pleasure of the Board.
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3.11 Compensation of Directors. The Board Members shall receive no compensation for acting in such capacity. This shall not prohibit the Board from retaining for reasonable compensation one or more of the Directors to perform services that are outside of the usual scope of services performed by a Director.
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ARTICLE IV - OFFICERS
4.01 Officers. The Board shall elect Officers from its ranks. At a minimum, the Officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and an Assistant Treasurer. As the need arises, there may also be other Officers elected or appointed by the Board, including without limitation, Assistant Secretaries. Any person may hold more than one office except that neither the President nor the Vice-President may also serve as the Secretary or the Assistant Secretary.
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4.02 Election. Officers shall be elected by the Board at the first meeting of the Board. Officers shall each hold office until their respective successors have been elected. If the Board shall fail in any year or years to meet and elect Officers, the Officers last elected shall continue to hold office until a new election can be held. Officers must be Members of the Board and must be Members of the Association.
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4.03 Removal and Vacancy. Any Officer elected by the Board may be removed by the Board at any time with or without cause by the affirmative vote of a majority of the Board whenever in their judgment the best interest of the Association will be thereby served. Any vacancy occurring in any office of the Association may be filled by the Board.
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4.04 President. The President shall preside at all meetings of Members and of the Board of Directors, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall have the authority and power to execute on behalf of the Association contracts and other documents and instruments (whether or not requiring a seal of the Association) except where such documents or instruments are required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association. Notwithstanding anything contained in these Bylaws to the contrary, the President shall not be authorized to execute any contract on behalf of the Association which has not first been approved by the Board, and no contract shall be executed by the President whatsoever unless the same shall also be executed by the Secretary (and if the Association is incorporated, sealed) on behalf of the Association.
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4.05 Vice President. In the absence of the President or in the event of the President's death, inability, or refusal to act, the Vice-President shall have all the powers and functions of the President and shall perform such other duties as the Board shall determine.
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4.06 Secretary. The secretary shall:
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a. Attend all meetings of the Board of Directors and of the Members;
b. Record all votes and minutes of all proceedings in a book to be kept for that purpose;
c. Give notice of all Annual and Special Meetings and Meetings of the Board;
d. Keep in his or her custody the seal of the Association (if any) and affix it to any instrument when authorized by the Board (See 6.2, below);
e. When required, prepare and make available at each Annual or Special Meeting a list in alphabetical order of the names of Members entitled to vote;
f. Keep all the documents and records of the Association as required by law or otherwise in a proper and safe manner, and;
g. Perform such other duties as may be assigned by the Board.
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4.07 Treasurer. The treasurer shall:
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a. Have the custody of the Association funds;
b. Keep full and accurate accounts of receipts and disbursements in the
Association books;
c. Deposit all money and other valuables in the name and to the credit of the Association in such depositories as may be designated by the Board. As to such Association bank account, there shall be at least two signatories, both of which shall be Directors and one of which shall be the Treasurer. No check shall be valid unless signed by the Treasurer and one other
signatory;
d. Disburse the funds of the Association as may be ordered or authorized by the Board and keep vouchers for such disbursements;
e. Give to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all his or her transactions as Treasurer and of the financial condition of the Association;
f. Give a full financial report at the Annual Meeting, and;
g. Perform other duties assigned by the Board.
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ARTICLE V - BUDGET, ASSESSMENTS, AND NON-PAYMENT
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5.01 Preparation of Budget. Within sixty days before the end of the fiscal year, the Board shall prepare and establish an annual budget for the upcoming year, specifically contemplating the previous year's expenses and any additional expenses which may be incurred in the upcoming year. The Board may add to such amount, a sufficient reserve in order to provide for unexpected expenditures. The Board shall deliver or mail a copy of the budget to the Members at least fifteen (15) days prior to the beginning of the ·fiscal year. The budget shall become effective unless disapproved by the vote of a two-thirds majority of the total Association vote at a duly noticed Annual Meeting of the Association. However, if a quorum is not obtained at the Annual Meeting, the budget shall become effective.
Notwithstanding the above, in the event, the proposed budget is disapproved or the Board fails to prepare and distribute the budget for any year, then until such a budget is prepared and distributed, the budget in effect for the immediately preceding year shall continue for the current year, and the Board may propose a new budget at any time during the year by causing the new proposed budget to be delivered to the Members at least fifteen days prior to the proposed effective date thereof. Unless, within ten days of delivery of the new proposed budget, a Special Meeting is requested by the Members, as provided in the Bylaws for Special Meetings, the new proposed budget shall take effect without a meeting of the Members. The budget shall be presented in writing at the Annual Meeting.
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5.02 Assessments. In accordance with the Declaration, the Board may establish Assessments in such amounts it deems appropriate to fund the budget for the Association including any reserves. Assessments shall be effective and due and payable unless disapproved by a twothird majority of the total Association vote at a duly called and noticed Special Meeting conducted prior to the due date of such assessment. However, if a quorum is not obtained at such Special Meeting, the assessment shall become effective.
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5.03 Notice of Assessments. The Board shall mail a Notice of Annual Assessment to the owners by first class mail no later than fifteen days prior to the end of the fiscal year. Unless a different payment period is hereafter established, one-twelfth (1/12th) of the annual Assessment for each Lot shall be due and payable on the first day of each month during the annual Assessment period and shall be paid to the Association on or before its due date without further notice from the Association. In the event any Owner fails to pay the Assessment or any portion thereof when due, the Board, in its discretion, may ac·celerate and declare immediately due and payable, the entire remaining annual Assessment due as to such Lot.
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5.04 Reserves. The Board may establish certain reserve accounts for the purpose of collecting from the Owners, monies to be set aside and accumulated to provide for maintenance, repairs, and capital improvements to the Common Area. As it deems appropriate and necessary, the Board may prepare a capital reserve budget which budget shall address the Association's future need for replacement,
repair(s), or upgrades to the Common Area, and the anticipated cost thereof.
The Board may assess against the Lots and the Owners a capital reserve contribution in an amount sufficient to accommodate said projected needs of the Association (as per the capital reserve budget) establishing the amount and due dates for payment. The capital reserve contribution required, if any, may be included within the annual budget and Assessment. A copy of the capital reserve budget shall be distributed to each member. The capital reserve budget and any assessment related thereto shall be effective and due and payable unless disapproved by a two-third majority of the total Association vote at a duly called and noticed Special Meeting conducted prior to the due date of such assessment. However, if a quorum is not obtained at such Special Meeting, the assessment shall become effective.
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5.05 Late Charges and Interest. Assessments shall be due and payable on the date an assessment statement is rendered. No interest or late fee shall be due as long as payment is received within thirty days of the date the assessment statement is rendered. If any Assessment or any part thereof is not paid in full within thirty days of the due date, a late charge equal to $50.00 will be imposed without
further notice or warning to the delinquent Owner. Furthermore, interest on the unpaid assessment shall accrue at the rate of eighteen percent (18%) per annum, from the due date until paid in full.
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5.06 Part Payment. If part or late payment of Assessments and related charges is made, the amount received may be applied first to outstanding costs and attorney's fees, then to late charges, then to interest, then to delinquent Assessments, and then to current Assessments.
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ARTICLE VI - GENERAL PROVISIONS
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6.01 Fiscal Year. The fiscal year of the Association shall be a calendar year unless otherwise fixed by resolution of the Board of Directors.
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6.02 Seal. If the Association establishes itself as a Georgia non-profit corporation, it shall have a corporate seal which shall have inscribed thereon the name of the Association, the year of its organization, and the words 'Corporate Seal -Georgia" or such other inscription as may be customarily utilized for corporations in Georgia. The seal may be used by causing it 6r a facsimile thereof to be
impressed or affixed or in any manner reproduced. The Board of Directors may from time to time authorize an officer to affix the seal of the Association and to attest to such affixation by his or her signature.
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6.03 Books and Records. The Association shall keep correct and complete books and records of accounts and shall keep minutes of the proceeding of its Members, Board of Directors, and committees.
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6.04 Conflict. In the event of any conflict between these Bylaws and the following, the controlling language shall be found in: the laws of the State of Georgia, the Declaration, the Articles of Incorporation (if any), these Bylaws, and the Rules and Regulations (if any) in the order listed.
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ARTICLE VII - AMENDMENTS
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7.01 Amendments. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the owners of the Lots to which two-thirds (2/3) of the votes in the Association cast their vote at a meeting duly called for such purpose, written notice of which shall be delivered or sent to all Lot owners not less than 21 days in advance of the meeting stating the time, place and purpose of such
meeting, so long as the entire proposed amendment has been stated in the notice of such meeting, or, in lieu of such vote, these Bylaws may be amended by an instrument duly executed by owners having at least two-thirds (2/3) of the entire voting interest of all owners. Amendments to these Bylaws for the sole purpose of complying with the requirements of any governmental or quasi-governmental entity authorized to fund or guarantee mortgages on individual Lots, as such requirements may exist from time to time, may be affected by an instrument duly executed by a majority of the directors of the Association. Each such amendment shall be effective when adopted or at such later date as may be specified therein.
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The foregoing is hereby adopted as the Bylaws of The Sanctuary at Lake Nottely Homeowners' Association this 25th day of May, 2004.
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Signed by Thomas E Downes, Lake Nottely Associates, LLC Declarant
