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AMENDED AND RESTATED BYLAWS
OF
TUXFORD HOMEOWNERS ASSOCIATION, INC.

Article I - General

  1. Applicability. These Amended and Restated Bylaws provide for the self-government of Tuxford Homeowners Association, Inc., in accordance with the Georgia Property Owners' Association Act ("Act"), the Articles of Incorporation filed with the Georgia Secretary of State, as amended from time to time, and the Declaration of Protective Covenants and Mandatory Membership for Tuxford, recorded in the Fulton County, Georgia land records, as amended from time to time ("Declaration").

  2. Name. The name of the corporation is Tuxford Homeowners Association, Inc. ("Association").

  3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in Paragraph 2 of the Declaration.

  4. Membership. The rights, duties and privileges of membership are more fully set forth in the Declaration and in these Bylaws.

    1. Full Mandatory Members. Each Person who is the record owner of a fee or undivided fee interest in any Lot subject to the Declaration, and whose Lot is submitted to Full Mandatory Membership in the Association by written Consent or by acceptance of a deed recorded in the Fulton County, Georgia land records shall be a Full Mandatory Member of the Association and shall be entitled to vote as set forth herein and in the Declaration. Full Mandatory Membership shall be appurtenant to the Member Lot and shall be transferred automatically by conveyance of that Lot and may be transferred only in connection with the transfer of title. An Owner of a Full Mandatory Member Lot shall automatically become a member of the Association upon taking title to the Lot and shall remain a member for the entire period of ownership.

    2. Associate Mandatory Members. Each person who is the record owner of a fee or undivided fee interest in any Lot subject to the Declaration, and whose Lot is submitted to Associate Mandatory Membership in the Association by written Consent recorded in the Fulton County, Georgia land records shall be an Associate Mandatory Member of the Association and shall be entitled to vote as set forth herein and in the Declaration. An owner may only elect to become an Associate Mandatory Member prior to the end of the Enrollment Period. After November 15, 1999, no owner may elect Associate Mandatory Membership status. An Associate Mandatory Member shall be entitled to use and enjoy all Common Property, except for the Recreation Facilities. An Associate Mandatory Member shall not be permitted to use the Recreation Facilities as an Associate Mandatory Member or as a guest of any other Member except that Associate Members may use the Recreation Facilities upon payment each year of the Recreation Assessment as set forth in the Declaration which shall be one hundred fifty percent (150%) of the Full Mandatory Membership Assessment. Also, an Associate Mandatory Member may attend all Association sponsored social functions or events, including those which may be held at the Recreation Facilities, and shall be permitted access to the Recreation Facilities during such functions or events. Furthermore, Associate Mandatory Members may reserve and use the clubhouse for private functions upon payment of a fee, which shall be one hundred fifty percent (150%) of the fee that Full Mandatory Members must pay, and subject to any and all rules and regulations established by the Board of Directors for rental and use of the clubhouse.

      Associate Mandatory Membership shall be mandatory and shall be appurtenant to, and may not be separated from, ownership of such Associate Mandatory Membership Lot. Upon conveyance or transfer of an Associate member’s Lot, such Lot shall automatically convert to Full Membership without the payment of an initiation fee and shall be subject to the rights and obligations of Full Membership. Associate Members also may convert to Full Membership at any time, by executing and recording a Full Membership Consent, as provided herein and without the payment of an initiation fee. Associate Membership shall continue permanently for an Associate Member Lot unless and until the Lot is converted to a Full Membership Lot hereunder.

    3. Non-Members. All Owners in the Tuxford subdivision who do not sign and record a consent to become either Full Mandatory Members or Associate Mandatory Members shall be Non-Members of the Association. In order for a Non-Member to become a Member of the Association after the Enrollment Period, such Non-Member must sign a written consent to submit his or her Lot to Full Mandatory Membership status, which consent must be recorded in the Fulton County land records, and pay an initiation fee of five (5) times the Full Membership annual dues or $2,500.00, whichever is greater, as set forth in the Declaration. No Non-Member can elect Associate Mandatory Member status after the Enrollment Period.

    4. Entity Members. In the event an Owner is a corporation, partnership, limited liability company, trust, or other legal entity not being a natural person or persons, then any natural person who is an officer, director, or other designated agent of such corporation or limited liability company, partner of such partnership, beneficiary or other designated agent of such trust, or manager of such other legal entity shall be eligible to represent such entity in the affairs of the Association. Such person's relationship with the Association shall terminate automatically upon the termination of such person's relationship with the entity which is the Owner, which will create a vacancy in any elected or appointed position within the Association in which such person may have been serving, to be filled by the Board.

      The foregoing definitions of membership are not intended to include Persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate an Owner's membership. No Owner, whether one or more Persons, shall have more than one (1) membership per Lot owned. In the event of multiple Owners of a Lot, votes and rights of use and enjoyment shall be as provided in the Declaration and herein. Any rights and privileges of membership, including the right to vote and to hold office, may be exercised by a Member or the Member's spouse, but in no event shall more than one (1) vote be cast nor office held for each Lot owned.

  5. Voting. Each Full Mandatory Member and each Associate Mandatory Member in good standing whose voting rights have not been suspended for any reason hereunder shall be entitled to one equally weighted vote, which vote may be cast by the Owner, the Owner's spouse, or by a lawful proxy as provided below. When more than one (1) Person owns a Full or Associate Mandatory Member Lot, the vote for such Lot shall be exercised as such owners determine between or among themselves, but in no event shall more than one (1) vote be cast with respect to any Lot. If only one (1) co-owner attempts to cast the vote for a Lot, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast a vote for such Lot. In the event of disagreement among co-owners and an attempt by two (2) or more of them to cast a vote, such Persons shall not be recognized and such vote or votes shall not be counted. Associate Mandatory Members may not vote on matters directly related to the Recreation Facilities, as determined in the discretion of the Board of Directors. However, any Associate Mandatory Member who has elected to pay the Recreation Assessment of one hundred fifty percent (150%) of the Full Mandatory Member Assessment in order to use the Recreation Facilities may vote on matters directly related to the Recreation Facilities during the year he or she has paid such fees.


    No Full or Associate Mandatory Member shall be eligible to vote, either in person or by proxy, or to be elected to the Board, if that Member is shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in any payment due the Association or if the Mandatory Member has had his or her voting rights suspended for the infraction of any provision of the Declaration, these Bylaws, or any rule or regulation of the Association. If the voting rights of a Mandatory Member have been suspended, such Mandatory Member shall not be counted as an eligible vote for purposes of establishing a Majority or a quorum or for purposes of amending these Bylaws or the Declaration.

  6. Majority. As used in these Bylaws, the term "majority" shall mean those votes of Mandatory Members or other group as the context may indicate totaling more than fifty (50%) percent of the total number of eligible votes of Mandatory Members or other group, respectively. Unless otherwise specifically stated, the words "majority vote" mean more than fifty (50%) percent of those eligible Mandatory Members who are voting in person or by proxy or ballot, as provided herein. Except as otherwise specifically provided in the Declaration or these Bylaws, all decisions shall be by majority vote.

  7. Purpose. The Association shall have the responsibility of administering the Common Property, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Common Property and performing all of the other acts that may be required to be performed by the Association pursuant to the Act, the Georgia Nonprofit Corporation Code and the Declaration. Except as to those matters which the Declaration, the Act or the Georgia Nonprofit Corporation Code specifically require to be performed by the vote of the Association membership, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth below.