Caley's Mill HOA - Caley's Mill HOA BYLAWS

BYLAWS

OF

CALEY'S MILL HOMEOWNERS ASSOCIATION, INC.

ARTICLE I

Registered Office

Caley's Mill Homeowners Association, Inc. a Georgia

nonprofit corporation (the "Association"), shall have at all

times within the State of Georgia a registered office and a

registered agent. The Association may have other offices within

the State of Georgia as may be determined from time to time by

its Board of Directors (the "Board).

ARTICLE II

Membership in Association

2.1 Eligibility Developer Control. The Association

shall have two (2) classes of membership as follows.

(a) Class A Members. All owners of lots in any

phase of Caley's Mill Subdivision.(as originally defined by

Declaration of Covenants, Restrictions and Easements recorded in

Deed Book____, page____, Fulton County records, and as may be

hereafter amended, hereinafter referred to as the "Declaration")

shall be Class A members of the Association.

(b) Class B; Developer Control. Notwithstanding

any other provisions of these by-laws, the Association shall

initially operate with Class B member or members which shall be

LCL Development, Inc., its Successors and assigns, or any other

person or entity, owning undeveloped or developed but unsold lots

in any phase of Caleys Mill Subdivision (hereinafter

cumulatively referred to as the "Developer"). The Class B member

or members shall have the absolute right to elect the Board of

Directors of the Association and to have full voting control of

the Association until such time as set forth in the Declaration.

2.2 Membership Assessments. All members shall pay

an annual (calendar year) membership assessment, in an amount

and manner of payment as may be specified by the Board of

Directors from time to time. Members joining during any

calendar year shall pay a prorated initial assessment. Nothing

provided herein shall prohibit the Board from establishing

membership fees or special assessments in addition to the

annual membership assessment, as set forth in the Declaration.

2.3 Regular Meetings. The members shall annually

hold a regular meeting, one of the purposes of which shall be

to elect directors. The first regular annual meeting of

members may be held, subject to the terms hereof, on any date,

at the option of the Board, within one year after the

incorporation of the Association. Subsequent to the first

meeting, there shall be a regular annual meeting of members

held each year within fifteen days of the anniversary of the

first regular annual meeting. All such meetings of members

shall be held at such place in Cobb County, Georgia, and at

such time as is specified in the written notice of such

meeting. Subject to the terms of the Declaration, such notice

shall be delivered to all members at least thirty (30) days and

not more than sixty (60) days prior to the date of such

meeting. Such notice shall also state the purpose of such

meeting.

2.4 Special Meeting. shall be the duty of the

President to call a special meeting of the members if so

directed by (1) resolution of the Board of Directors or (2)

upon a petition signed and presented to the Secretary by the

members entitled to at least twenty-five (25%) percent of the

total votes of all members. Subject to the terms of the

Declaration, special meetings shall be called by delivering

written notice to all members not less than ten (10) days nor

more than thirty (30) days prior to the date of said meeting,

stating the date, time, place and purpose of the special

meeting.

2.5 Delivery of Notice of Meetings. It shall be the

duty of the Secretary to mail a notice to each member of record

of each meeting. Each notice of meeting shall state the

purpose thereof as well as the time and place where it is to be

held. Notices of meetings may be delivered either personally

or by mail to a member at the address given to the Board by

said member for such purpose.

2.6 Waiver of Notice. Waiver of notice of meeting

of the members shall be deemed the equivalent of proper notice.

Any member may, in writing, waive notice of any meeting of the

members, either before or after such meeting. Attendance at a

meeting by a member, whether in person or by proxy, shall be

deemed waiver by such member of notice of the time, date and

place thereof unless such member specifically objects to lack

of proper notice at the time the meeting is called to order.

Attendance at a special meeting shall also be deemed waiver of'

notice of all business transacted thereat unless objection to

lack of notice is raised before the business, of which proper

notice was not given, is put to a vote.

2.7 Voting. Each Class A member shall be entitled

to one vote, which vote may be cast by the member, the spouse

or by a lawful proxy as provided below. When more than one

person owns a membership, the vote for such member shall be

exercised as they between. or among themselves determine, but in

no event shall more than one vote be cast attributable to such

membership. In the event of disagreement among such persons

and an attempt by two or more of them to cast such vote or

votes, such persons shall not be recognized and such vote or

votes shall not be counted. No member shall be eligible to

vote, either, in person or by proxy, or be elected to the

Board, if that member is shown on the books or management

accounts of the Association to be more than sixty (60) days

delinquent in any payment due the Association.

Notwithstanding the above, the Class e member(s) shall have

absolute voting control of the Association until the

termination of Class membership as set forth in the

Declaration,

2.8 Voting List. A list of names and addresses and

class designation of members entitled to vote shall be

maintained at the registered office of the Association.

2.9 Quorum. Subject to the terms of the

Declaration, a quorum of members for any meeting shall be

deemed present throughout such meeting if members represented

in person or by proxy and holding more than one-third (1/3) of

the votes entitled to be cast at such meeting are present at

the beginning of such meeting.

2.10 Adjournment. Any meeting of the members may be

adjourned from time to time for periods not exceeding

forty-eight (48) hours by vote of the members holding the

majority of the votes represented at such meeting, regardless

of whether a quorum is present. Any business which could be

transacted properly at the original session of the meeting may

be transacted at an adjourned session, and no additional notice

of such adjourned session shall be required.

2.11 Proxy. Any member entitled to vote may do so by

written proxy duly executed by the member setting forth the

meeting at which the proxy is valid. To be valid, a proxy must

be filed with the Secretary prior to the opening of the meeting

for which it is to be used. Proxies must be dated and may be

revoked only by written notice delivered to the Association.

Presence in person at the meeting for which a proxy is given

shall automatically revoke the proxy.

2.12 Consents. Any action which may be taken by a

vote of the members may also be taken by written consent signed

by all members entitled to vote thereon.

2.13 Rules of the Meeting, The Board may prescribe

reasonable rules for the conduct of all meetings of the Board

members.

ARTICLE III

Board of Directors

3.1 Composition. The affairs of the Association

shall he governed by the Board of Directors. The Board shall

be composed of at least three (3) but no more than five (5)

persons. The precise number of directors shall be fixed from

time to time by resolution of the Board. The Class 8 member(s)

shall have absolute authority to select any persons as

Directors until termination of the Class B membership as set

forth in the Declaration.

3.2 Term of Office. The directors shall be elected

as provided in Section 3.7 of this Article. Each director,

except in case of death, resignation, retirement, disqualifi-

cation or removal, shall serve until the next succeeding annual

meeting and thereafter until his successor shall have been

elected and qualified.

•3.3 Removal of Directors by Members; Resignations.

At any regular or special meeting of the Association duly

called, any one or more of the directors may be removed with or

without cause by a majority vote of the members of the

Association and a successor may then be elected to fill the

vacancy thus created. Any director whose removal has been,

proposed by the members shall be given at least ten (10) days

notice of the calling of the meeting and the purpose thereof

and shall be given an opportunity to be heard at the meeting.

Any director may resign at any time and shall be deemed to have

resigned upon any disposition of his or his spouse's lot.

3.4 Vacancies. Vacancies in the Board caused by any

reason, including the addition of a new director or directors

but excluding the removal of a director by vote of the

Association, shall be filled by a vote of the majority of the

remaining directors, even though less than a quorum, at any

meeting of the Board for the remainder of the term of the

director being replaced. Said director shall serve until a

successor shall be elected at the next annual meeting of the

Association to fill the unexpired portion of the term.

3.5 Compensation. Directors shall not be

compensated unless and to the extent the members of the

Association authorize at any meeting duly called for that

purpose.

3.6 Nomination. Nomination for election to the

Board shall be made by a nominating committee which shall

consist of two (2) members appointed by the President to serve

from the close of one annual meeting to the close of the

succeeding annual meeting. Such appointment shall be announced

at the annual meeting. The nominating committee may nominate

any number of qualified individuals, but no less than the

number of directors to be elected. The nominations shall be

made at least twenty-one (21) days prior to the annual meeting

and a brief statement about the qualifications of each

individual so nominated shall be included with the notice of

the annual meeting. Failure to comply with the provisions

hereof shall in no way invalidate the election of directors so

nominated.

3.7 Elections. Directors to be elected by the

members shall be elected, from among those nominated, by a

majority vote 'at the annual meeting, a quorum being present.

3.8 Regular meetings of the Board

may be held at such time and place as shall be determined from

time to time by the Board, but such meetings shall be held at

least once every three months. The Board shall meet within ten

10) days after each annual meeting of members. Notice of

regular meetings of the Board of Directors shall be given to

each director, by mail or in person, at least three (3)

business days prior to the day named for the meeting.

3.9 Special Meetings. Special Meetings of the Board

may be called by the President on twenty-four (24) hours notice

which notice shall state the time, place and purpose of the

meeting. Special meetings of the Board shall be called by the

President, secretary or Treasurer in like manner and on like

notice on the written request of any director.

3.10 Waiver of Notice. Any director may, in writing,

waive notice of any meeting of the Board, either before or

after such meeting, and such waiver shall be deemed equivalent

to the giving of such notice. Attendance by a director at any

meeting of the board 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 meeting of the Board, no notice

shall be required and any business may be transacted at such

meeting.

3.11 Quorum. At all meetings of the Board, a

majority of the members thereof shall constitute a quorum for

the transaction of business, and the votes of a majority of the

directors present at a meeting at which a quorum is present

shall constitute the decision of the board. If at any meeting

of the Board there shall be less than a. quorum present,

majority of those present may adjourn the meeting from time to

to time. At any such adjourned meeting at which a quorum is

present, any business which might have been transacted at the

meeting originally called, may be transacted without further

notice.

3.12 Conduct of Meeting. The President shall preside

over all meetings of the Board 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. Roberts Rules_of Order (latest

edition) shall govern the conduct .of the meetings of the Board

when not in conflict with the Declaration or these Bylaws.

3.13 Action Without a Meeting-. Any action by the

Board required or permitted to be taken at any meeting may be

taken without a meeting if all of the directors .consent in

writing to such action. Such written consent or consents shall

be filed with the minutes of the Board.

3.14 Powers and Duties. The Board shall exercise for

.the Association ,all powers, duties and authority vested therein

by these Bylaws, except for such powers, duties and authority

reserved thereby to the members of the Association. Such

powers of the Board shall include but shall not be limited to,

the following:

(a) to elect and remove the officers of the

Association as hereinafter provided;

(b) to administer the affairs of the Association;

(c) to engage the services of an agent (hereinafter

sometimes referred to as the "Managing Agent")

to maintain, repair, replace, administer and

operate the common area, upon such terms and for

such compensation as the Board may approve,

including a Managing Agent which is affiliated

with one or more directors or the developer of

the subdivision, the common area, or both;

(d) to administer, manage and operate the common

area, and to formulate policies therefor;

(e) to adopt rules and regulations, with written

notice thereof to all members, governing the de-

tails of the administration, management, opera-

tion and use of the common area and the

Subdivision, and to amend such rules and

regulations from time to time;

(f) to provide for the operation, care, upkeep,

maintenance, repair, replacement and improvement

of the common area and payments therefor, and to

approve payment vouchers or to delegate such

approval to the officers of the Association or

the Managing Agent;

(g) to obtain adequate and appropriate kinds of in-

surance;

(h) to engage or contract for the services of

others, and to make purchases for the mainte-

nance, repair, replacement, administration,

management and operation of the common area, and

to delegate any such powers to a Managing Agent

(and any employees or agents of a Managing

Agent);

(i) to appoint committees and to delegate to such

committees the Board's authority to carry out

certain duties of the Board;

(j) to determine the fiscal year of the Association

and to change said fiscal year from time to time

as the Board deems advisable;

(k) to estimate the amount of, prepare, adopt and

distribute the budget for the Association not

less frequently than annually, to provide the

manner of assessing, levying on and collecting

from the members the general and special assess-

ments, and to levy fines against one or more

occupants in accordance with the Bylaws;

(1) to keep detailed, accurate records of the

receipts and expenditures affecting the use and

operation of the common area;

(m) to act in a representative capacity in relation

to matters involving the common area on behalf

of the members, as their interests may appear;

(n) to enforce by legal means the provisions of

these Bylaws with respect to the common area;

(o) to renew, extend or compromise indebtedness owed

to or by the Association;

(p) at its discretion, to authorize occupants to use

the common area for private parties and

gatherings and, at its discretion, to impose

reasonable charges for such private use;

(q) unless otherwise provided herein to comply with

the instructions of a majority of the members as

expressed in a resolution duly adopted at any

annual or special meeting of the Association;

and

(r) in addition to, and in furtherance of, the

powers referred to in these Bylaws, the Associa-

tion shall (i) have all the powers permitted to

he exercised by a nonprofit corporation under

the Georgia Nonprofit Corporation Code, as now

in force or hereafter amended and (ii) have and

exercise all powers necessary or convenient to

effect any or all of the purposes for which the

Association is organized, and to do every other

act not inconsistent with the law which may be

appropriate to promote and attain the purposes

set forth in "these Bylaws.

ARTICLE IV

Officers

4.1 Designation. At each regular annual meeting of

the Board after the members elect the Board, the directors

present at said meeting shall elect the following officers of

the Association by a majority vote:

(a) a President, who shall be a director and who

shall preside over the meetings of the Board and

of the members, and who shall be the chief

executive officer of the Association. He or she

shall have all of the general powers and duties

which are incident to the office of President of

a corporation organized under the Georgia Non-

Profit Corporation Code;

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(b) a secretary, who shall keep the minutes of all

meetings of the Board and of the members, and

shall be designated as the officer to mail and

receive all notices served by or upon the Board

or the Association and execute amendments to

these Bylaws, and shall, in general, perform all

the duties incident to the office of Secretary

of a corporation organized under the Georgia

Non-Profit Corporation Code and may be a repre-

sentative of the Managing Agent;

(c) a Treasurer, who shall be responsible for

financial records and books of account showing

all receipts and disbursements, and for the

preparation of all required financial data and

the manner in which such records and books are

kept and reported; he shall be responsible for

the deposit of all moneys and other valuable

effects in the name of the Board, or the

Managing Agent, in such depositories as may from

time to time be designated by the Board;

provided however, that the duties of Treasurer

may be performed by an employee or independent

contractor retained by the Board, who shall, in

general, perform all of the duties incident to

the office of Treasurer of a corporation

organized under the Georgia Non-Profit

Corporation Code; and

(d) such additional officers as the Board shall see

fit to elect.

Any two or more offices may be held by the same person, except

the offices of President and Secretary.

4.2 Powers. The respective officers shall have the

general powers usually vested in such officers; provided that

the Board may delegate any specific powers to any other officer

as the Board may see fit.

4.3 Term of Office. Each officer shall hold office

for the term of one year and until his successor shall have

been appointed or elected and qualified.

4.4 Vacancies. Vacancies in any office shall be

filled by the Board by a majority vote at a special meeting of

said Board. Any officer so elected by the Board to fill a

vacancy shall hold office for a term equal to the unexpired

term of the officer he succeeds.

4.5 Compensation. The officers shall receive no

compensation for their services as officers, unless expressly

provided for in a resolution duly adopted by the members.

4.6 Removal. Upon the affirmative vote of a

majority of the members of the Board, any officer may be

removed either with or without cause, and his successor may be

elected at any regular meeting of the Board, or at any special

meeting of the Board called for such purpose.

ARTICLE V

Contractual Powers

No contract or other transaction between the

Association and one or more of its directors or between the

Association and any corporation, firm or association in which

one or more of the directors are also directors, or are

financially interested, is void or voidable because such

director or directors are present at the meeting of the Board

or a committee thereof which authorizes or approves the

contract or transaction or because the vote or votes of

director or directors are counted toward such authorization or

approval, if the circumstances specified in either of the

following subparagraphs exist:

(a) the fact of the common directorship or financial

interest is disclosed or known to the Board or

committee and noted in the minutes thereof, and

the Board or committee authorizes, approves or

ratifies the contract or transaction in good

faith by a vote sufficient for the purpose,

without counting the vote or votes of such

director or directors; or

(b) the contract or transaction is just and reason-

able as to the Association at the time it is

authorized or approved.

Such common or interested directors may be counted in

determining the presence of a quorum at a meeting of the Board

or a committee thereof which authorizes, approves or ratifies

such a contract or transaction.

ARTICLE VI

Indemnification

6.1 General. The Association shall indemnify and

hold harmless each of its directors and officers, each member

of any committee appointed pursuant to the Bylaws of the

Association, and the Board against all contractual and other

liabilities to others arising out of contracts made by, or

other acts of, such directors, Board officers or committee

members, on behalf of the members, or arising out of their

status as directors, Board officers or committee members,

unless any such contract or act shall have been made

fraudulently or with gross negligence or criminal intent. It

is intended that the foregoing indemnification shall include

indemnification against all costs and expenses (including, but

not limited to counsel fees, amounts of judgments paid and

amounts paid in settlement) reasonably incurred in connection

with the defense of any claim, action, suit or proceeding,

whether civil, criminal, administrative or other, in which any

such director, officer, Board or committee member may be

involved by virtue of such persons being or having been such

director, officer, Board or committee member; provided,

however, that such indemnity shall not be operative with

respect to (a) any matter as to which such person shall have

been finally adjudged in such action, suit or proceeding to be

liable for gross negligence or fraud in the performance of his

duties as such director, officer, Board or committee member, or

(b) any matters settled or compromised, unless in the opinion

of independent counsel selected by or in a manner determined by

the Board, there is not reasonable ground for such persons

being adjudged liable for gross negligence or fraud in they

performance of his duties as such director, officer, Board or

committee member.

6.2 Success on Merits. To the extent that the

Board, a director, officer of the Association or member of any

committee appointed pursuant to these Bylaws has been success-

ful on the merits or otherwise in defense of any action, suit

or proceeding referred to in Paragraph 6.1, above, or in

defense of any claim, issue or matter therein, he shall be in-

demnified against expenses (including attorneys' fees) actually

and reasonably incurred by him in connection therewith.

6.3 Expenses in Advance of Disposition. Expenses

incurred in defending a civil or criminal action, suit or

proceeding may be paid by the Association in advance of the

final disposition of such action, suit or proceeding as

authorized in the specific case upon receipt of an undertaking

by or on behalf.of the director, officer, Board or committee

member to repay such amount unless it shall ultimately be

determined that he Is entitled to be indemnified by the

Association as authorized in this Article.

6.4 Non-Exclusive Remedy. The indemnification

provided by this Article VI shall not be deemed exclusive of

any other rights to which those seeking indemnification may be

entitled under any statute, agreement, vote of members of the

Association or disinterested directors or otherwise, both as to

action in his official capacity and as to action in another

capacity while holding such office. Such right to indemnifica-

tion shall continue as to a person or entity who has ceased to

be a director, officer of the Association or a member of such

committee, and shall inure to the benefit of the heirs,

executors, administrators, personal representatives, successors

and assigns of such person or entity.

ARTICLE VII

Use Restrictions and Rule Making

7.1 Authority and Enforcement. The Board shall have

the authority to make and to enforce reasonable rules and

regulations governing the conduct, use and enjoyment of the

common area provided that copies of all such rules and

regulations be furnished to all members. The Board shall have

the power to impose reasonable fines and to suspend a member's

right to vote or to use the common area for violation of any

duty imposed under the Declaration, these Bylaws or any rules

and regulations duly adopted hereunder.

7.2 Procedure. The Board shall not impose a fine,

suspend a member's right to vote or infringe upon any other

rights of a member for violation of rules unless and until the

procedure set forth in the Declaration is followed.

ARTICLE VIII

Amendments

These Bylaws may be amended, modified or rescinded,

from time to time, in the following manner:

8.1 Notice. Notice of the subject matter of a pro-

posed amendment shall be included in the notice of any meeting

at which a proposed amendment is to be considered.

8.2 Adoption. The Board shall have the power to

alter, amend or repeal any of these Bylaws or to adopt new

Bylaws by the affirmative vote of a majority of all of the

directors, but any Bylaws adopted by the Board may be altered,

Amended or repealed and new Bylaws adopted by the affirmative

voteof at least two-thirds (2/3) of the total number of votes

of all of the members then entitled to vote. The members may

prescribe in any Bylaw adopted by them that such Bylaw shall

not be altered, amended or repealed by the Board.

8.3 Proviso. No amendment may be adopted which

would eliminate, modify, prejudice, abridge or otherwise ad-

versely affect or conflict with the Articles of the

Association.

ARTICLE IX

Miscellaneous

9.1 Notice. Unless otherwise provided in these

Bylaws, all notices, demands, bills, statements or other

communications under these Bylaws shall be in writing and shall

be deemed to have been duly given if delivered personally or if

sent by registered or certified mail, return receipt requested,

first class postage prepaid:

(a) If to a member, at the address which the member

has designated in writing and filed with the

Secretary, or if no address has been designated,

at the last known address of such member; or

(bl If to the Association, the Board or the Managing

Agent, at the principal office of the Associa-

tion or the Managing Agent, if any, or at such

other address as shall be designated by the

notice in writing to the members pursuant to

this paragraph.

9.2 Severability. The invalidity of any part of the

these Bylaws shall not impair or affect in any manner these

validity, enforceability or effect of the balance of

Bylaws.

9.3 Captions The captions herein are inserted only

an a matter of convenience and for reference and in no way

define, limit or describe the scope of these Bylaws or the

intent of any provision hereof.

9.4 Gender and Grammar. The use of the masculine

gender in these Bylaws shall be deemed to include the feminine

gender, and the use of the singular shall be deemed to include

the plural, whenever the context so requires.

9.5 Fiscal Year. The fiscal year shall be set by

resolution of the Board.

9.6 Audit. An audit of the accounts of the

Association shall be made annually by a public accountant, and

a copy of the report shall be furnished to each member who

requests a copy in writing.

May 2, 1988

LEGAL CERTIFICATION FOR

CALEY'S MILL SUBDIVISION

PLANNED UNIT DEVELOPMENT

I am an attorney licensed to practice in the State of

Georgia, an not an employee, principal or officer of LCL

Development, Inc., developer of the development. I hereby

certify that the legal documents for the above Planned Unit

Development are in substantial compliance with all of the

following HUD legal requirements.

Articles of Incorporation.

1. Every person or entity who is a record owner of any

lot is entitled to membership and voting rights in

the association. Membership is appurtenant to, and

inseparable from, ownership of the lot.

2. If the association is dissolved, the assets shall be

dedicated to a public body, or conveyed to a

nonprofit organization with similar purposes.

3. Amendment of the Articles of Incorporation requires

the approval of at least 2/3 vote of the lot owners.

4. Annexation of additional properties, merger. and

consolidations, mortgaging of Common Area,

dissolution and amendment of the Articles, requires

prior approval of HUD/VA as long as there in a Class

B membership.

Declaration of Covenant:

1. A legal description of the Planned Unit Development

is contained.

2. All lots in the Planned Unit Development are subject

to the covenants.

3. Every owner has a right and easement of enjoyment to

the common area, which is appurtenant to the title to

the lot.

4. The lien of any assessment is subordinate to the lien

of any first mortgage.

5. Mortgagees are not required to collect assessments.

6. Annexation of additional properties, dedication of

Common Area, and amendment of this Declaration of

Covenants, conditions and restrictions, requires

HUD/VA prior approval as long as there is a class B

membership.

7. Failure to pay assessments does not constitute a

default under an insured mortgage.

8. The covenance assures lot owners of automatic

membership and voting rights in the association.

9. Each lot owner is empowered to enforce the covenants.

10. The approval of at least 2/3 of the lot owners is

required to amend the covenants except for amendments

which do not materially alter or change the use or

enjoyment of any lot or common property or adversely

affect any mortgage.

11. The common area cannot be mortgaged or conveyed

without the consent of at least 2/3 of the lot owners

(excluding the developer).

12. If ingress or egress to any residence is through the

common area, any conveyance or encumbrance of such

area is subject to lot owner's easement.

13. There is no provision in the covenants which

conflicts with the HUD requirement that the common

area shall be conveyed to the association free and

clear of all encumbrances before HUD insures the

first mortgage in the Planned Unit Development.

14. Absolute liability is not imposed on lot owners for

damage to common area or lots in the Planned Unit

Development.

15. The Class I membership (Declarant's control) ceases

and converts to Class A membership upon the earliest

of the following:

A. 75% of the units are deeded to homeowners,

B. On December 31, 1992, or

C. when a voluntary release of such control is Made

by Declarant.

16. The HUD suggested insurance clause has been

substantially incorporated into the Declaration.

III

1. The By-Laws art consistent with the Articles Incorporation and Declaration of covenants.

2.HUD/VA has the right to veto amendments while there is a Class B membership.

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