BY LAWS
OF
HIDDEN RIDGE COMMUNITY ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the Corporation is Hidden
Ridge Community Association, Inc., hereinafter referred to as the
“Association”. The principal office of
the Corporation shall be located at
ARTICLE II
DEFINITION
Section 1. “Association”
shall mean and refer to Hidden Ridge Community Association, Inc., its
successors and assigns.
Section 2. “Properties”
shall mean and refer to that certain real property described in the Declaration
of Covenants, Conditions, and Restrictions, and such additions thereto as may
hereafter be brought with the jurisdiction of the Association.
Section 3. “Common
Area” shall mean all real property owned by the Association for the common use
and enjoyment of the Owners.
Section 4. “lot”
shall mean and refer to any plot of land shown upon any recorded subdivision
map of the properties with the exception of the Common Area.
Section 5. “Owner”
shall mean and refer to the record holder, whether one or more persons or
entities, of the fee simple title to any Lot which is a part of the Properties,
including contract sellers, but excluding those having such interest merely as
security for the performance of an obligation.
Section
6. “Declarant” shall mean and
refer to Connolley Homes, Inc., its successors and assigns if such successors
of assigns should acquire more than one undeveloped
Section 7. “Declaration”
shall mean and refer to the Declaration of Covenants, Conditions, and
Restrictions applicable to the Properties recorded in the Office Land Records
for
Section 8. “Member”
shall mean and refer to those parties entitled to membership as provided in the
Declaration.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual
Meeting. The first annual meeting
of the members shall be held within one year from the date of incorporation of
the Association, and each subsequent regular meeting of the members shall be
held on the same day of the same month of each year thereafter, at the hour of
7:30 p.m. If the day of for the annual
meeting of the members is a legal holiday, the meeting will be held at the same
hour on the first day following which is not a legal holiday.
Section 2. Special
Meetings. Special meeting of the
members may be called at any time by the president or the Board of Directors,
or upon written request of the members who are entitled to vote one-forth (1/4)
of all of the votes of a Class A membership.
Section 3. Notice
of Meetings. Written notice of each meeting
of the members shall be given by, or at the discretion of, the secretary or
person authorized to call the meeting, by mailing a copy of such notice,
postage prepaid, at least 15 days before such meeting to each member entitled
to vote thereat, addressed to the member’s address last appearing on the books
of the Association, or supplied by such member to the Association for the
purpose of notice. Such notice shall
specify the place, day and hour of the meeting, and, in the case of a special
meeting the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members
entitled to cast or of proxies entitle to cast, one-tenth (1/10) of the votes
of each class of membership shall constitute a quorum for any action except as
otherwise provided in the Articles of Incorporation, the Declaration, or these
By Laws. If, however, such quorum shall
not be present or represented at any meeting, the members entitled to vote
thereat shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum as aforesaid
shall be present or be represented.
Section 5. Proxies. At all meetings of members, each member
may vote in person or by proxy. All
proxies shall be in writing and filed with the secretary. Eery proxy shall be revocable and shall
automatically cease upon conveyance by the member of his
ARTICLE IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number.
The affairs of the this Association
shall be managed by a Board of five (5) directors, who need not be members of
the Association.
Section 2. Term
of Office. At the first annual
meeting the members shall elect five (5) directors for a term of one (1) year
and at each annual meeting thereafter the members shall elect five (5)
directors for a like term.
Section 3. Removal. Any director may be removed from the
Board, with or without cause, by a majority vote of the members of the
Association. In the event of death,
resignation or removal of a director, his successor shall be selected by the
remaining members of the Board and shall server for the unexpired term of his
predecessor.
Section 4. Compensation. No director shall receive compensation
for any service he may render to the Association. However, any director may be reimbursed for
his actual expenses incurred in the performance of his duties.
Section 5. Action
Taken Without a Meeting. The directors shall have the right to
any action in the absence of a meeting which they could take at a meeting by obtaining
the written approval of all of the directors.
Any action so approved shall have the same effect as though taken at a
regular meeting of the directors.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of
Directors shall be made by a Nominating Committee. Nominations may also be made from the floor
at the annual meeting. The Nominating
Committee shall consist of a Chairman, who shall be a member of the Board of
Directors, and two or more members of the Association. The Nominating Committee shall be appointed
by the Board of Directors prior to each annual meeting of the members, to serve
from the cloase of th such annual meeting until the close of the next annual
meeting and such appointment shall be announced at each meeting. The Nominating Committee shall make as many
nominations for election to the Board of Directors as it shall in its
discretion determine, but not less than the number of vacancies that are to be
filled. Such nominations may be made
form among members or non-members.
Section 2. Election. Election to the board of Directors shall
be by secret written ballot. At such
election the members or their proxies may cast, in respect to each vacancy, as
many votes as they are entitled to exercise under the provisions of the
Declaration. The persons receiving the
largest number of votes shall be elected.
Cumulative voting is not permitted.
ARTICLE VI
MEETING OF DIRECTORS
Section 1. Regular
Meetings. Regular meetings of the Board
of Directors shall be held monthly without notice, at such place and hour as
may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal
holiday, then that meeting shall be held at the same time on the next day that
is not a legal holiday.
Section 2. Special
Meetings. Special meetings of the
Board of Directors shall be held when called by the President of the
Association, or by any two directors, after not less than three (3) days notice
to each director.
Section 3. Quorum. A majority of the number of directors
shall constitute a quorum for the transaction of business. Every actor or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power
to:
(a)
adopt and
publish rules and regulations governing the use of the Common Area and
facilities, and the person conduct of the members and their guests thereon, and
to establish penalties for the infraction thereof;
(b)
suspend the
voting rights and right to use the recreational facilities of a member during
any period in which such member shall be in default in the payment of any
assessment levied by the Association.
Such rights may also be suspended after notice and hearing, for a period
not to exceed 60 days for infraction of published rules and regulations;
(c)
exercise for
the Association all powers, duties, and authority vested in or delegated to
this Association and not reserved to the membership by other provisions of
these By Laws, the Articles of Incorporation, or the Declaration;
(d)
declare the
office of a member of the Board of Directors to be vacant in the event such
member shall be absent from three (3) consecutive regular meetings of the Board
of Directors; and
(e)
employ a
manager, an independent contractor, or such other employees as they deem
necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of
Directors to:
(a)
cause to be
kept a complete record of all its acts and corporate affairs and to present a
statement thereof to the members at the annual meeting of the members, or at
any special meeting when such statement is required in writing by one-fourth
(1/4) of the Class A members who are entitled to vote:
(b)
supervise all
officers, agents and employees of this Association, and to see that their
duties are properly performed;
(c)
as more fully
provided in the Declaration, to:
a. fix the amount of the annual assessment against each
lot at least thirty (30) days in advance f each annual assessment period and
b. send written notice of assessment to every owner
subject thereto at least thirty (30) das in advance eof each annual assessment
period; and
c. foreclose the lien against any property for which
asstssments are not paid within thirty (30) days after due date or to bring an
action at law against the Owner personally obligated to pay the same.
(d)
issue, or cause
an appropriate officer to issue, upon demand by any person, a certificate
setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board
for the issuance of these certificates.
If a certificate states an assessment has been paid. Such certificates
shall be conclusive evidence of such payment;
(e)
procure and
maintain adequate liability and hazard insurance on property owned by the
Association;
(f)
cause all
officers or employees having fiscal responsibilities to be bonded, as it may
deem appropriate;
(g)
cause the
Common Area to be maintained.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section
1. Enumeration of Offices. The Officers of this Association shall be a
president and vice-president, who shall at all times be members of the Board of
Directors, a secretary, and a treasurer, and such other offiders as the Board
may from time to time by resolution create.
Section
2. Election of Officers. The election of officers shall take place at
the first meeting of the Board of Directors following each annual meeting of
the members.
Section
3. Term. The officers of this Association shall be elected annually by the
Board and each shall hold office for one (1) year unless he shall sooner,
resign, or shall be removed, or otherwise disqualified to serve.
Section
4. Special Appointments. The Board may elect such officers as the
affairs of the Association may require, each of whom shall hold office for such
period, have such authority, and perform such duties as the Board may, from
time to time, determine.
Section
5. Resignation and Removal. Any officer may be removed from office with or
without cause by the Board. Any officer
may resign at any time giving written notice to the Board, the president or the
secretary. Such resignation shall take
effect on the date of receipt of such notice or at any later time specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section
6. Vacancies. A vacancy in any office may be filled by appointment by the
Board. The officer appointed to such
vacancy shall serve for the remainder of the term of the officer he
replaces.
Section
7. Multiple Offices. The offices of secretary and treasurer may
be held by the same person. No person
shall simultaneously hold more than one of the other offices except in the case
of special offices created pursuant to Section 4 of this Article.
Section
8. Duties. The duties of the officers are as follows:
PRESIDENT
(a) The president shall preside at all
meetings of the Board of Directors; shall see that orders and resolutions of
the Board are carried out; shall sign all leases, mortgages, deeds and other
written instruments and shall co-sign all checks and promissory notes.
VICE-PRESIDENT
(b) The vice-president shall act in the place
and stead of the president in the event of his absence, inability or refusal to
act, and shall exercise and discharge such other duties as may be required of
him by the Board.
SECRETARY
(c) The secretary shall record the votes and
keep the minutes of all meetings and proceedings of the Board and of the
members; keep the corporate seal of the Association and affix it on all papers
requiring said seal; serve notice of meetings of the Board and of the members;
keep appropriate current records showing the members of the Association
together with their addresses, and shall perform such other duties as required
by the Board.
TREASURER
(d) The treasurer shall receive and deposit in
appropriate bank accounts all monies of the Association and shall disburse such
funds as directed by resolution of the Board of Directors; shall sign all
checks and promissory notes of the Association; keep proper books of account;
cause an annual audit of the Association books to be made by a public
accountant at the completion of each fiscal year; and shall prepare an annual
budget and a statement of income and expenditures to be presented to the
membership at its regular meeting, and deliver a copy of each to the members.
ARTICLE IX
COMMITTEES
The Association shall appoint an Architectural Control
Committee, as provided in the Declaration, and a Nominating Committee, as
provided in these By Laws.
In addition, the Board of Directors shall appoints other
committees as deemed appropriate in carrying out its purpose.
ARTICLE XI
BOOKS AND RECORDS
The books, records, and papers of the Association shall at
all times, during reasonable business hours, be subject to inspection by any
member. The Delcaration, the Articles of
Incorporation and the By Laws of the Association shall be available for
inspection by any member at the principal office of the Association, where
copies may be purchased at reasonable cost.
ARTICLE XII
ASSESSMENTS
As more fully provided in the Declaration, each member is
obligated to pay to the Association annual and special assessments which are
secured by a continuing lien upon the property against which the assessment is
made. Any assessments which are not paid
when due shall be delinquent. If the
assessment is not paid within (30) days after the due date, the assessment
shall bear interest from the date of delinquency at the rat of sex percent (6%)
per annum, and the Association may bring an action at law against the property
and interest, costs and reasonable attorneys’ fees of any such action shall be
added to the amount of such assessment.
No owner may waive or otherwise escape liability for the assessments
provided for herein by non-use of the Common Area or abandonment of his