HARLINSDALE HOMEOWNERS’ ASSOCIATION
BYLAWS
These are the By-laws of the Harlinsdale Homeowners’ Association (hereafter sometimes referred to as the “Association”), a non-profit, non-stock association of property owners consisting of all the then owners of lots of Harlinsdale Subdivision. The Association has been organized for the purpose of administering an association of homeowners and for the maintenance, upkeep and beautification of the entrance way and other common areas located within the Harlinsdale Subdivision and to administer and collect the assessments from each homeowner or lot owner for the purposes described herein. The association has been formed pursuant to paragraph eleven (11) of the Restrictive Covenant of the Harlinsdale Subdivision executed by First Land Company, Inc. dated December 7, 1988, and recorded December 7, 1988, in Deed Book 1065 at Page 195.
I. GENERAL
A. Purpose. The Association has been organized for the purpose of administering an association of homeowners and for the maintenance, upkeep and beautification of the entrance way and other common areas located within the Harlinsdale Subdivision and to administer and collect the assessments from each homeowner or lot owner for the purposes described herein.
B. Goal. The goal of the Association is to enhance and maintain neighborhood enjoyment and property values through the participation, teamwork and cooperation of its members.
C. Office of the Association. The office of the Association shall be designated by the presiding Association President.
D. Fiscal Year. The fiscal year of the Association shall be the calendar year.
E. Application. These by-laws shall apply automatically to all lt. owners, lessees of such others and any other persons who use the property.
II. OFICES AND AGENTS
A. Principal Office. The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time. If the location of the principal office is changed, the corporation within thirty days shall file a Notice of Change of Principal Office with the Secretary of State, as required by law.
B. Registered office and registered agent. The corporation, as required by law, shall continuously maintain in the State of
III. MEMBERS
A. Definition. “Member” as used in these By-Laws shall mean and include a lot owner, co-owner, First Land Company, Inc. (to the extent of unsold lots and undeveloped lots) and each of their respective heirs, representatives and successors. Any persons becoming a lot owner shall automatically become a member of the Association and be subject to these By-Laws, and this membership shall terminate without any formal action of the Association whenever such person ceases to be a lot owner, but such termination shall not relieve any such former lot owner from any liability or obligation incurred under or in any way connected with the lot during the period of this ownership and membership, or impair any effective remedies which the Board of Directors or the Association of others may have against such former lot owner arising out of, pr in any way connected with, such ownership and membership and the covenants and obligations incident thereto.
B. Vote of the Members. On all matter upon which the members are entitled to vote, each member shall cast one vote per assessment.
C. Initial Meeting. The initial meeting of members shall be held at the office of the Association at a date to be determined, for the purpose of electing directors and transacting any other business authorized to be transacted.
D. Annual Meeting. An annual meeting will be held for the purpose of electing directors and transacting any other business authorized to be transacted by the members. The meeting will be held during the first quarter of each year or at such other time and date as the Board authorizes.
E. Special Meetings. Special meetings of the members shall be held whenever called by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from members entitled to cast a majority of the total vote of the Association. Notices of special meeting shall include a description of the purpose or purposes for which the meeting is called.
F. Notice of Meetings. Notices of all meetings of members stating the time and place and the reasons for which the meeting is called shall be given by the President or Secretary unless waived in writing. Written notice stating the date, time and place of the meeting shall be given no fewer than ten, or if notice is mailed by other than first class or registered mail, thirty, nor more than sixty days before the date of any members’ meeting, either by personal delivery, by mail, by fax or by electronic mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the
The Secretary shall prepare or cause to be prepared, at least ten (10) days before every meeting of the members, a complete list of members entitled to vote at the meeting arranged in alphabetical order, showing the address and number of votes for each. Such list shall be open to the examination of any member upon request.
Notice of meeting may be waived in writing either before or after meetings, and attendance at any meeting by a member shall be deemed a waiver of the notice requirements with respect thereto unless such member delivers written objection of failure to comply with such notice requirements of the person presiding at the meeting.
G. Quorum. A quorum for a meeting of the members shall consist of fifty-one (51%) of the members.
H. Lots Owned Jointly, Etc. The vote of the owners of a lot owned, by more than one person or by a corporation or other entity shall be cast by the person named in a certificate signed, by all of the owners of the lot or, by the agent of such partnership, as the case may be, and filed with the Secretary of the Association. Such certificate shall be valid until revoked by a subsequent certificate. If such a certificate is not on file, the vote of such members shall not be considered in determining the requirements for a quorum or for any other purpose.
I. Proxies. Votes may be cast in person or by proxy. Proxies shall be valid only for the particular meeting designated therein and shall be effective when received by the Secretary or other officer or agent authorized to tabulate votes.
J. Presiding Officer. The presiding officer at all meetings of members shall be the President, in whose absence the Vice-President shall preside. If neither such officer is present, the members shall elect a chairman to preside at the particular meeting.
K. Order of Business. The order of business at all Annual Meetings of the members shall be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of inspectors of election.
7. Election of Directors.
8. Unfinished business.
9. New business.
The order of business at all Special Meetings of the Members shall include items (1) through (4) above, and thereafter, the agenda shall consist of the items specified in the notice of meeting.
L. Powers and Duties of Members. Posers and duties of members include but are not limited to the following:
1. Election of directors, as provided in these By-Laws.
2. Removal of any director upon a vote of 75% of the total vote of the Association, and election of a replacement therefore upon vote of a majority of said total vote.
3. Approval of amendments to the By-Laws, as provided in these By-Laws.
4. Approval of an increase in assessments as provided in the Restrictive Covenants.
M. Obligation of the Members.
1. Assessments. All members are obligated to pay periodic assessments imposed by the Association to meet all Association expenses, which shall include a capital improvements and obsolescence fund to make improvements to the entranceway and replace worn out, deteriorated and obsolete portions of the entranceway and which shall also include a liability insurance premium and an insurance premium for a policy to cover repair and reconstruction work in case of hurricane, earthquake or other hazard. The assessment shall be made on a per lot basis.
2. Rules of Conduct.
a. Owners shall exercise extreme care to avoid unnecessary noise or the use of musical instrument, radios, television and amplifiers that may disturb other owners.
b. No owner of the Property shall:
(1) Post any advertisements, signs or posters of any kind in or on the property except as authorized by the Association.
(2) Hang garments, rugs or similar objects from the windows of the property, or install clotheslines.
(3) Act so as to interfere unreasonably with the peace and enjoyment of the other residents of the Property.
(4) Cut any trees on any part of the common area.
(5) Install or erect any fences or walls of any kind on or around any structure or in any area except such as are installed in accordance with the original construction or approved by the Architectural Review Committee and the Board of Directors.
(6) Install or erect any structure of a temporary nature, including, without limitation, a shack, tent (except for a period of 48 hours or less), garage, barn or other similar structure.
(7) Install or erect a radio. Television or satellite tower or disc within the Association, other than discs smaller than 24 inches in diameter.
(8) Have yard sales.
(9) Place debris for city pickup more than 24 hours before the scheduled time of pickup.
c. All Owners shall comply with the Restrictive Covenants of the Harlinsdale Subdivision.
3. Compliance and Default.
a. Each member shall be governed by and shall comply with the terms of the Restrictive Covenants of Harlinsdale, by the Articles of Incorporation, By-Laws and regulations adopted pursuant thereto, and by such documents and regulations as they may be amended from time to time. A default shall entitle the other members to the relief described hereafter in addition to the remedies provided by law.
b. A member shall be liable for the expenses of any maintenance, repair or replacement rendered necessary by his act, neglect or carelessness or by that of any member of his family or his or their guests, employees, agents, or lessees, but only to the extent that such expense is not met by the proceeds of insurance carried by the member of the Association. In any proceeding arising because of an alleged default by a member, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorney’s fees as may be awarded by the court.
c. The failure of the members to enforce any covenant, restriction, or other provision of the Act, the Restrictive Covenants, the Articles of Incorporation, the By-Laws, or the regulations adopted pursuant thereto, shall not constitute a waiver of their right to do so thereafter.
IV. Directors
A. Number and Election. The Board of Directors shall consist of five (5) members who shall be elected by the members of the Association. The first Board shall be elected at the initial meeting of members, two such directors being elected for three (3) years, two for two (2) years and one for one (1) year or until the next annual meeting following the expiration of their various respective terms, whichever is later. Upon expiration of the original terms, the vacancies this created shall thereafter be filled for terms of three (3) years. In the event of any increase or decrease in the number of directors, the additional or eliminated directorships shall be so classified or chosen that all classes of directors shall remain or become as nearly equal in number as may be. The number of directors may be fewer until Declarant transfers management pursuant to the Declaration.
B. Nomination of Directors. Any member may nominate individuals for the position of director. Such nomination must be in writing, signed by the nominee authorizing that his or her name may be placed on the ballot, and delivered to the Board of Directors not less than two (2) weeks nor more than four (4) weeks before such meeting. Any such additional nominee shall be included on the Ballot at an annual meeting at which an election of directors occur.
C. Manner of Election Removal. The Directors shall be chosen by ballot at the initial meeting of members, and at appropriate annual meetings thereafter, or at any meeting held in place thereof. Each Director when elected shall serve, unless removed as hereinafter set forth, until the annual meeting of members at which his term expires and until his successor is elected. Any director or directors may be removed at any time, with or without cause, by vote of 75% of the total vote of the Association at any regular of special meeting thereof, and the removed director may be replace by a majority of the total vote of the Association at any regular or special meeting thereof, each new Director to serve the remainder of the term of the removed Director. Any Director whose removal has been proposed shall be given the opportunity to be heard at the meeting.
D. Vacancies. Vacancies in the Board of Directors caused by any other reason than the removal of a member of the Board by a vote of the members shall be filled by vote of the majority of the remaining Board members, even though they may constitute less than a quorum; and each person so elected shall be a member of the Board until a successor is elected at the next meeting of the members.
E. Organization Meeting. The first meeting of a newly elected Board shall be held within thirty (30) days of election at such place as shall be fixed by the Board at the meeting at which such Board members were elected by the council, and no further notice shall be necessary to take action at the organization meeting provided a quorum of the Board shall be present.
F. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be determined, from time to time, by a majority of the Board, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given by the Secretary, or other designated person, to each Board member, personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting.
G. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request of at least two of the Directors.
Notice of the special meetings shall be given by the Secretary/Treasurer, or other designated person, at least three (3) days prior to the day named for such meeting unless notice is waived.
H. Waiver of Notice. Before any meeting of the Board, any Board member may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Board member at any meeting of the Board shall be a waiver of notice by him.
I. Vote of Directors. Each director shall have one whole vote.
J. General Provisions. Any meeting of the Board at which all directors are present shall be as valid as if held pursuant to proper notice and if a meeting is held with notice, but if the absent directors sign the minutes of the meeting thereafter, the same shall be a valid meeting as though called upon due notice.
K. Board Quorum. At all meetings of the Board, any three of the Board members shall constitute a quorum for the transaction of business. Board action shall require the approval of at least two (2) Directors. If, at any meeting of the Board, there be less than a quorum present, the meeting shall be adjourned and rescheduled as soon as practicable thereafter. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
L. Presiding Officer. Presiding officers of Directors’ meetings shall be the chairman in whose absence a Vice-Chairman shall preside.
M. Compensation. Compensation of directors, if any, shall be determined by the members.
N. Powers and Duties of the Board. The powers and duties of Directors shall include, but not be limited to, the following:
1. Election of officers.
2. Appointment of Standing Committees.
O. Non-Liability and Indemnity of Directors. Any person who at any time serves or has served as a director of the corporation, or who, while serving as a director of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys; fees, incurred by such person in connection with any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold such person liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by such person in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he or she may have become liable in any such action, suit or proceeding. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this by-law, including without limitation, making a determination that indemnification is permissible in the circumstance and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due such person. The Board of Directors may appoint a committee of special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to and obtain approval by, the members of the corporation for any decision to indemnify.
Any person who at any time after the adoption of this by-law serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall insure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this by-law.
V. POWERS AND DUTIES OF OFFICERS
A. Elected Officers. The Board of Directors, by vote of a majority of the whole board, shall elect annually from the members of the Association a President, Vice President and Secretary/Treasurer, which officers or any of them may be removed, either with or without cause, at any meeting by vote of a majority of the whole board. No person may hold more than one such office at the same time.
B. Powers and Duties of President. The President shall be the chief executive officer of the Association and shall exercise the duties which shall include, but not be limited to the following:
1. To report on the state of the Association at regular meetings of the Board of Directors, and at special board meetings called for that purpose, in such detail as shall be required by the Board.
2. To manage the affairs of the Association including, without limitation, supervision of employees of the Association, purchase of supplies and equipment as authorized by the Board of Directors, and supervision of performance of contracts to which the Association is a party.
3. To preside at meetings of the members.
4. To attend all meetings of the Board of Directors.
5. To appoint such committees of the Association as he/she in his/her discretion determine to be appropriate in the conduct of the affairs of the Association.
6. To exercise such other powers and perform such other duties as shall be prescribed by the directors.
C. Vice President. The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. He/She shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors.
D. Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of all proceedings of the directors and members. He/She shall attend to the giving and serving of all notices to the members and directors and other notices required by law. He/She shall keep the records of the Association, except those of the President and shall perform such other duties incident to the office of secretary as may be required by the directors or the President. He/She shall also keep full and accurate accounts of all receipts and disbursements in books belonging to the Association and to deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board.
The Secretary/Treasurer may be referred to herein as “Secretary”, “Treasurer”, or “Secretary/Treasurer”.
VI. Fiscal Management of the Association
The provisions for fiscal management of the Association set forth in the Declaration and elsewhere in these By-Laws shall be supplemented by the following provisions:
A. Assessments.
1. Creation of the Lien and Personal Obligation of Assessments. By the Restrictive Covenants, each member is deemed to covenant and agree to pay: (1) to the Association, a sum to be assessed for the maintenance and beautification of the common areas by the Association. The annual assessments together with such interest thereon and costs of collection thereof, as hereinafter provided shall be a charge on the land and shall be a continuing lien upon the property against which each assessment is made. Each such assessment, together with such interest, costs and reasonable attorney’s fees shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them.
2. Purposes of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of owners in the Association and in particular for the improvement and maintenance of the Common Property, services and facilities devoted to this purpose and related to the use and enjoyment of the common area which includes, but is not limited to, the entranceway and any other land conveyed by the developer or designated by the developer as common area or green area.
3. Basis and Maximum of Annual Assessments. Until January 1st of the year immediately following the conveyance of sixty (60) percentage of the lots to the owners, the annual assessment shall be $200.00 per year per lot or homeowner, with a 50% reduction for all undeveloped lots (“undeveloped” shall be defined as not having a permanent single-family house constructed and completed.)
4. Emergency Assessment for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the property or common elements, including the necessary fixtures and personal property related hereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of the members in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than ten (10) days nor more than Thirty (30) days in advance of the meeting setting forth the purpose of the meeting. See Declaration, Section IX, Paragraph F.
5. Uniform Rate. Both annual and special assessments shall be assessed on a per lot basis.
6. Quorum for Any Action Authorized Under Sections 3 and 5. At the first meeting called, as provided in Sections 3 and 5 hereof, the presence at the meeting of the members or of proxies entitled to cast fifty-one (51) percent of all the votes shall constitute a quorum.
7. Date of Commencement of Annual Assessments: Due Dates. The annual assessment provided for herein shall commence as to all lots on the first day of the month following the conveyance of the property. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment. Written notice of the annual assessment shall be sent to every member subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certification in writing, signed by an officer of the Association, setting forth whether the assessments on a specified lot have been paid.
8. Effect of Non-Payment of Assessments: Remedies of the Association. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the legal rate of interest per annum, and the Association may bring action at law against the member personally obligated to pay the same or foreclose the lien against the property, and interest, cost and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No member may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Elements or abandonment of his lot.
9. Effect of Default in Payment of Taxes or Assessment for Public Improvements by Association. It is further provided that upon default by the Association in payment of the governmental authority entitled thereto of any taxes levied against the Common Elements and the property or assessments for public improvements to the Common Elements and the property, which default shall continue for a period of six (6) months, each member shall become personally obligated to pay to the taxing or assessing governmental authority a portion of such unpaid taxes or assessments in an amount determined by the computing the share due said governmental authority in relation to the members lot value as set in the Master Deed. If such sum is not paid by the member within thirty (30) days following receipt of notice of the amount due, then such sum shall become a continuing lien on the lot of the member, his heirs, devises, personal representatives and assigns, and the taxing or assessing governmental authority may either bring an action at law against said member or may elect to foreclose the lien against the real property.
10. Subordination of the Lien to the Mortgages. The lien of the assessments provided herein shall be subordinate to the lien of any mortgage, mortgages, deed of trust or deeds of trust.
11. Exempt Property. The following property subject to the Restrictive Covenants shall be exempt from the assessments created thereon: All properties dedicated to and accepted by a local public authority.
12. Assessment Roll. The assessment roll shall be maintained by the Secretary/Treasurer in a set of accounting books in which there shall be an account for each member of the association. Such an account shall designate the name and address of the member, the amount of each assessment against the member, the dates and amount in which the assessments come due, the amounts paid upon the account and the balance due upon the assessments.
13. Budget.
a. The Secretary/Treasurer shall prepare a budget for each calendar year which shall contain estimates of the cost of performing the functions of the Association, including, but not limited to, the following items:
(1) Common expense budget:
i. Maintenance and operation of common area, (that Association is to maintain) and facilities.
ii. Casualty Insurance.
iii. Liability Insurance.
iv. Administration.
v. Water and sewer charges, if any.
vi. Charges for electricity and gas use in common areas.
vii. Repair of streetlights, capital improvements and obsolescence fund.
viii. Other.
(2) Proposed assessments against each member:
i. Common expense budget.
ii. Other.
b. Copies of the budget and proposed assessments shall be transmitted to each member on or before December 1 proceeding the year for which the budget is made. If the budget is subsequently amended before the assessments are made, a copy of the amended budget shall be furnished each member concerned.
14. Bank Accounts. The depository of the Association shall be such bank or banks as shall be designated from time to time by the directors and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall be only by check signed by the Secretary/Treasurer and/or other board members.
15. Audit of Accounts. Audits are not required unless approved by the board.
VII. Parliamentary Rules
A. Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is to be considered.
B. Amendment. A resolution adopting an amendment to the By-Laws must receive approval of fifty-one (51) percent of the total vote of the Association. Directors and members not present at the meetings considering the amendment may express their approval in writing.
VIII. Books and Record
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Restrictive Covenants, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principle office of the Association where copies may be purchased at reasonable cost.
IX. Corporate Seal
The Association shall have a seal in circular form having within its circumference the words: Harlinsdale Homeowner’s Association.
X. Construction
In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in case of any conflict between the Restrictive Covenants and these By-Laws, the Master Deed shall control.
XI. Mortgages
Section 1. Notice to Board. A member who mortgages his/her lot shall notify the Board of the name and address of his/her mortgagee; and the Association shall maintain such information in a book entitled, “Mortgagees of Lots”.
Section 2. Notice of Unpaid Assessments. The Board shall, at the request of a mortgagee of a lot, report any unpaid assessments due to the Association from the owner of such lot.
XII. Use of Pronouns
Whenever the masculine singular form of the pronoun is used in these By-Laws, it shall be construed to mean the masculine, feminine or neuter, singular or plural, wherever the context so requires, and vice versa.
Certification
That the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the ___________________ day of ___________________ 1997.
(SEAL) ___________________________________
Secretary/Treasurer
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