AMENDED AND RESTATED BYLAWS
TUXFORD HOMEOWNERS ASSOCIATION, INC.
Article III - Board of Directors
A. Composition and Selection
Composition. The affairs of the Association shall be governed by a Board of Directors composed of a total of seven (7) persons. The directors shall be Full Mandatory Members or spouses of Full Mandatory Members; however, no Full Mandatory Member and his or her spouse may serve on the Board at the same time. All Directors shall be twenty-one (21) years of age or older and must be members in good standing of the Corporation.
Term of Office. Those directors serving on the date of adoption of these Bylaws shall remain in office until the terms for which they were elected expire. Four (4) successor directors shall be elected in odd years when the terms of the current directors expire, and three (3) successor directors shall be elected in even years when the terms of the other current directors expire. Successor directors shall be elected by the vote of those Members present or represented by proxy, at the annual election meeting held between October 1 and November 30 of each year, a quorum being present. Those persons receiving the most votes shall be elected to the number of positions to be filled. All successor directors shall be elected for two (2) year terms commencing on January 1 following their election.
Removal of Members of the Board of Directors. At any valid regular or special Association meeting, any one or more Board members may be removed with or without cause by a Majority of the other Mandatory Members and a successor may then and there be elected, if ready, willing and able to serve, to fill the vacancy created. Moreover, any director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings or is more than sixty (60) days past due in the payment of any assessment may be removed by the vote of a Majority of the other directors. Any director whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting to consider his or her removal and the purpose thereof and shall be given an opportunity to be heard at the meeting.
Vacancies. Vacancies in the Board caused by any reason, except the removal of a director by vote of the Mandatory Membership, shall be filled by a vote of the Majority of the remaining directors, even though less than a quorum, at any Board meeting. The successor selected shall hold office for the remainder of the term of the director being replaced.
Compensation. Directors shall not be compensated for services as such unless and only to the extent that compensation is authorized by a Majority vote of the members. Directors may be reimbursed for the expenses incurred in carrying out their duties as directors upon Board approval of such expenses and directors may be compensated for other goods and/or services provided to the Association outside of and in addition to the performance of their director duties. Directors may also be provided gifts of nominal value not to exceed $100.00 in any year as appreciation for services performed, such as awards, plaques or other items.
Director Conflicts of Interest. Nothing herein shall prohibit a director from entering into a contract and being compensated for services or supplies furnished to the Association in a capacity other than as director, provided that the director's interest is disclosed to the Board and the contract is approved by a Majority of the directors who are at a meeting of the Board of Directors at which a quorum is present, excluding the director with whom the contract is made. The interested director shall not count for purposes of establishing a quorum of the Board. The interested director shall be entitled to be present at any meeting at which the proposed contract is discussed and to discuss the proposed contract, unless requested by any other director to leave the room during the discussion.
Nomination. Nomination for election to the Board shall be made by a Nominating Committee which shall be appointed by the Board of Directors and shall consist of at least one (1) member of the Board of Directors and at least two (2) other members of the Association who are not Board members, at least thirty (30) days prior to the annual election meeting, held between October 1 and November 30 of each year, to serve a term of one (1) year. The members of the Nominating Committee shall be announced at the annual election meeting. The Nominating Committee may nominate any number of qualified individuals, but not less than the number of directors to be elected. The nominations shall be made at least twenty-one (21) days prior to the annual election meeting. Nominations shall also be allowed from the floor at the meeting. Each candidate shall be given a reasonable opportunity to communicate his or her qualifications to the membership prior to the election. No member shall be nominated for election to the Board of Directors, nor permitted to run for election, if more than thirty (30) days past due in the payment of any assessment. Failure to comply with this Section shall in no way invalidate the election of directors who were not nominated in accordance with the provisions hereof.
Elections. All Mandatory Members eligible to vote shall be entitled to cast their entire vote for each directorship to be filled. There shall be no cumulative voting. The directorships for which elections are held shall be filled by that number of candidates receiving the most votes. Voting for election of Board members shall be by secret written ballot (unless dispensed by unanimous consent at such meeting at which such voting is conducted).
Regular Meetings. Regular Board meetings may be held at such time and place as determined by the Board, but no less than six (6) times per year. The newly elected Board shall meet within thirty (30) days after each annual election meeting, at which time the association’s books and records shall be transferred to the newly elected Board.
Special Meetings. Special Board meetings may be called by the President on three (3) days' notice to each director given by regular United States mail, electronic mail, in person, by telephone, or by facsimile transmission, which notice shall state the time, place, and purpose of the meeting. Special Board meetings shall be called by the President, Vice President, Secretary, or Treasurer in like manner and on like notice on the written request of at least two (2) directors.
Waiver of Notice. Any director may, at any time, in writing, waive notice of any Board meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any Board meeting shall also constitute a waiver of notice by him or her of the time and place of such meeting. If all directors are present at any Board meeting, no notice shall be required and any business may be transacted at such meeting.
Conduct of Meetings. The President shall preside over all Board meetings, and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board and a record of all transactions and proceedings occurring at such meetings. The presence of directors entitled to cast one-half of the votes of the Board shall constitute a quorum for the transaction of business. One or more directors who participate in a meeting by means of telephone or electronic communication shall be deemed present and in attendance for all purposes at such meeting, provided all persons participating in the meeting can hear each other.
Open Meetings. The Board may, but need not, declare Board meetings open to all Members. However, the Board shall use every reasonable effort to permit Members to attend a Board meeting and/or include an item on the Board meeting agenda if the Member makes written requests at least seven (7) days prior to a Board meeting. If Members are permitted to attend Board meetings, the Members other than directors may not participate in any discussion or deliberation unless expressly authorized by the Board. Notwithstanding the above, the Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session if Members are present.
Action Without a Meeting. Any Board action required or permitted to be taken at any meeting may be taken without a meeting if a Majority of the directors consent in writing to such action. The written consents must describe the action taken and be signed by no fewer than a Majority of the directors. The written consents shall be filed with the minutes of the Board.
C. Powers and Duties
Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Property and may do all such acts and things as are not by the Act, the Declaration, the Articles of Incorporation, or these Bylaws directed to be done and exercised exclusively by the Members. In addition to the duties imposed by these Bylaws, the Board of Directors shall have the power to and shall be responsible for the following, in way of explanation, but not limitation:
preparation and adoption of an annual budget, in which there shall be established the contribution of each Member to the Common Expenses;
making assessments to defray the Common Expenses, establishing the means and methods of collecting such assessments, and establishing the due dates and period of the payments of the annual assessment;
providing for the operation, care, upkeep, and maintenance of all of the Common Property as defined in the Declaration;
designating, hiring, and dismissing the personnel necessary for the operation of the Association and the maintenance, repair, and replacement of the Common Property, and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties;
collecting the assessments and other fees or charges, depositing the proceeds thereof in a financial depository or institution which it shall approve, or otherwise investing the proceeds in accordance with any limitations set forth in O.C.G.A. § 14-3-302, and using the proceeds to administer the Association;
making and amending rules and regulations and imposing sanctions for violation thereof, including reasonable monetary fines;
opening of bank or other financial accounts on behalf of the Association and designating the signatories required;
making or contracting for the making of repairs, additions, and improvements to, or alterations of the Common Property in accordance with the other provisions of the Declaration and these Bylaws, after damage or destruction by fire or other casualty;
enforcing by legal means the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bringing any proceedings which may be instituted on behalf of or against the Members concerning the Association;
obtaining and carrying insurance against casualties and liabilities, as provided in the Act and the Declaration, and paying the premium cost thereof;
paying the costs of all services rendered to the Association or its members and not directly chargeable to specific Members;
establishing an office and/or Post Office box as may be necessary for the transaction of the business of the Association;
keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; and
contracting with any Person for the performance of various duties and functions. The Board shall have the power to enter into common management agreements with trusts or other associations or corporations. Any and all functions of the Association shall be fully transferable by the Board, in whole or in part, to any other entity.
Management Agent. The Association may, but shall not be required to, hire a professional management agent or agents, at a compensation established by the Board, to perform such duties and services as the Board of Directors shall authorize. The Board shall use reasonable efforts in any management contract to provide for termination of such contract with or without cause and without penalty, upon no more than thirty (30) days written notice, and for a term not in excess of one (1) year.
Borrowing. The Board of Directors shall have the power to borrow money for the purpose of maintenance, repair, restoration or improvement of the Common Property and facilities without the approval of the members of the Association; the Board shall also be authorized to borrow money for other purposes; provided, however, the Board shall obtain the approval of a Majority of Mandatory Members voting in person or by proxy at a duly called meeting or by ballot if the proposed borrowing is for the purpose of modifying, improving, or adding amenities to the Property and the total amount of such borrowing exceeds or would exceed ten thousand ($10,000.00) dollars outstanding debt at any one time.
Liability and Indemnification of Officers and Directors. The Association shall indemnify every officer and director against any and all expenses, including attorney's fees, reasonably incurred by or imposed upon such officer or director in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer or director, whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors shall not be liable for any mistake of judgment, negligent or otherwise, or for injury or damage caused by any such officer or director in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and, if obtainable, officers' and directors' liability insurance to fund this obligation, and the insurance shall be written as provided in the Declaration.
Appointment and Empowerment of Committees. The Board shall establish committees as necessary to carry out the business of the Association. Such committees shall include a Nominating Committee pursuant to Article III(A), Section 3.7. The chairman of all committees must be approved by a majority of the Board. Committee members shall be Mandatory Members in the Tuxford development or spouses of such Mandatory Members.
Service on Committees. Unless otherwise provided in these Bylaws or in the resolution authorizing a particular committee, the members of any committee shall be appointed by the chairman of the committee. However, the Board may elect to appoint committee members and/or determine the number of members to serve on any committee. Committee members serve at the pleasure of the chairman of the committee and the Board of Directors. Any committee member may be removed by the chairman or the Board of Directors with or without cause at any time and with or without a successor being named.