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AMENDED AND RESTATED BYLAWS
OF
TUXFORD HOMEOWNERS ASSOCIATION, INC.

Article IV - Officers

  1. Designation. The principal officers of the Association shall be the President, the Vice President, the Secretary, and the Treasurer. The officers shall be elected by and from the Board of Directors. The Board may appoint one or more Assistant Treasurers, Assistant Secretaries, and such other subordinate officers as in its judgment may be necessary. Any assistant or subordinate officers shall not be required to be Board members, however, such officers must be Mandatory Members or spouses of Mandatory Members. Except for the offices of Secretary and Treasurer, which may be held by the same person, no person may hold more than one (1) office.

  2. Election of Officers. The Association officers shall be elected annually by the newly elected Board at the meeting which is held pursuant to the Article III, Section B(3.9) above and shall hold office at the pleasure of the Board and until a successor is elected.

  3. Removal of Officers. Upon the affirmative vote of a Majority of the Board members, any officer may be removed, either with or without cause, and a successor may be elected.

  4. Vacancies. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board for the unexpired portion of the term.

  5. President. The President shall be the chief executive officer of the Association and shall preside at all Association and Board meetings. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation Code, including, but not limited to, the power to appoint committees from among the members from time to time as he or she may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.

  6. Vice President. The Vice President shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting.

  7. Secretary. The Secretary shall keep the minutes of all Association and Board meetings and shall have charge of such books and papers as the Board may direct, and shall, in general, perform all duties incident to the office of the secretary of a corporation organized under Georgia law.

  8. Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board. The Treasurer shall be responsible for the preparation of the budget as provided in the Declaration. The Treasurer may delegate all or a part of the preparation and notification duties associated with the above responsibilities to a management agent. The Treasurer shall make a financial statement available for distribution at the annual membership meeting.

  9. Other Officers. Other offices may be created by the Board, and the Board members which hold such offices shall have such titles and duties as are defined by the Board.

  10. Agreements, Contracts, Deeds, Leases, Etc. All agreements, contracts, deeds, leases, checks in excess of $1,500.00, promissory notes, and other instruments of the Association shall be executed by the Association’s President and Treasurer or by such other person or persons as may be designated by Board resolution