By-Laws
BY-LAWS
OF
COUNTRY PLACE HOMEOWNERS ASSOCIATION, INC.
A R T I C L E I
Name
The name of the Association shall be Country Place Homeowners Association, Inc. (hereinafter referred to as the “Association”), a non-profit corporation organized and existing under the laws of the State of Mississippi.
A R T I C L E II
Purpose
The purposes of the Association are:
a) to maximize the value of the members’ property;
b) to provide for the maintenance of all common areas of the neighborhood, including the pool and lake;
c) to provide mechanism for enforcement of covenants of the Country Place subdivision;
d) to govern the neighborhood, exercise the rights, power, and authority, and fulfill the duties of the Association, as provided in these Bylaws and those certain Declaration of Covenants, Conditions, and Restrictions of Country Place Homeowners Association, Inc., and any amendments thereto, as may be recorded or to be recorded in the office of the Clerk and Recorded of Rankin County, Mississippi (“Declaration”) (terms which are defined in the Declaration shall have the same meanings herein unless otherwise defined), and those certain Articles of Incorporation, and any amendments thereto, filed in the office of the Secretary of State of the State of Mississippi (“Articles of Incorporation”).
All present and future owners and occupants of lots and/or single family homes, Garden Homes, and Condominium units located within the neighborhood as defined by the Declaration or any other person who may utilize in any manner the subdivision of any facilities or appurtenances thereto or thereon, shall be subject in all respects to the covenants, conditions, restrictions, reservations, easements, regulations, and all other terms and provisions set forth in the Declaration, Articles of Incorporation, and these By-laws. The mere acquisition, rental, or occupancy of any lot and/or single family home, Garden home, or Condominium unit, or any portion thereof, shall signify that all terms and provision of the Declaration, Articles of Incorporation, and these By-laws are accepted, ratified, and shall be complied with.
A R T I C L E III
Membership
A Member of the Association is defined as the homeowner of record of each address in the Country Place subdivision in Pearl, Rankin County, Mississippi, and who has paid all dues and assessments.
a) Each address shall consist of one membership.
b) Dues shall be payable annually. Annual dues will be due and payable in
January of each year.
c) The dues will be assessed annually and approved by the Association’s Board
Of Directors.
d) Membership, whether by prescription or at will, will carry equal gravity.
e) Membership is not intended to encumber your property.
f) Membership entitles residents the benefit of access to all common areas including, but not limited to, the swimming pool and lake.
A R T I C L E IV
Association Meetings, Quorum, Voting, and Proxies
Section 1. Place of Meeting. Meetings of the Association shall be held at the principle office of the Association or at such suitable place convenient to the members as may be designated by the Board of Directors.
Section 2. First Meeting and Annual Meetings. An annual meeting of the membership shall be held at the principle office of the Association or such other place as may be designated by the Directors on such date which shall be set by the board so as to occur no later than sixty (60) days after the close of the Association’s fiscal year, beginning January 1.
Section 3. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association within thirty (30) days if so directed by resolution of a Majority of the Board of Directors or upon a petition signed by at least twenty (20%) percent of the Members. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting, except as stated in the notice.
Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail or cause to be delivered to the owner of record of each residence of each annual meeting or special meeting of the Association, stating the purpose of the special meeting, as well as the time and place where such meeting is to be held. If an owner wishes notice to be given at an address other than their residence, they shall have designated by notice in writing to the Secretary such other address. The mailing or delivery of a notice of meeting in the manner provided in this Section shall be considered service of notice. Notices shall be served no less than ten (10) and no more than thirty (30) days before a meeting.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his or her address as it appears on the records of the Association, with postage prepaid.
Section 5. Voting. Only those persons who are owners of record who are dues-paying members shall be allowed to vote. It is the intent of these By-laws that dues and assessments may be brought up-to-date at or prior to any meeting of the Association in order to exercise voting privileges. It is also the intent of the By-laws that each residence shall have only one (1) vote and that the person or alternate person designated to vote shall be noted on the membership application.
Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing, dated, and naming the authorized person responsible to cast the vote for the member, witnessed and filed with the Secretary before the appointed time of each meeting.
a) Every proxy shall be revocable upon receipt of notice by the Secretary, and
every proxy shall terminate at the end of the meeting for which it is submitted.
b) Proxy votes are counted individually when considering the quorum of any
meeting.
c) No member will be permitted to vote more than three proxies at any meeting.
Section 7. Quorum. The presence, in person or by proxy, of a minimum of forty percent (40 %) of the membership to which eligible votes appertain shall constitute a quorum of all meetings of the Association. In the event that a quorum is not present at a called meeting of the Association, the President shall schedule a new meeting within ten (10) days, at which meeting twenty-five percent (25%) of the membership shall be considered a quorum.
Section 8. Officers of Meetings. The President, if present, shall preside at all meetings of the members. In the President’s absence, the next officer in due order that may be present shall preside; for the purpose of these bylaws, the due order of the officers shall be as follows: President, Vice President, Secretary, and Treasurer.
Section 9. Rules Governing Meetings. Membership and Board of Directors Meetings will be governed and conducted under Roberts Rules of Order, 21st Century edition.
A R T I C L E V
Nomination and Election of Officers
A Nomination Committee shall make nomination for election to the Board of Directors. Nominations shall 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. Prior to each annual meeting of the Members, the Board of Directors shall appoint the Nominating Committee, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
A R T I C L E VI
Powers and Duties of the Board of Directors
Section 1. General Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and/or the operation and maintenance of a first class residential development. The Board of Directors may do all such acts and things except as prohibited by law or by the By-laws or by the Declaration.
Section 2. Others Powers and Duties. Such powers and duties of the Board of Directors shall include, but shall not be limited to, the following, all of which shall be done for and on behalf of the Owners of the properties:
a) Administration. To administer and enforce the covenants, conditions,
restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration, the By-laws of the Association, and supplements and amendments thereto.
b) Rules. To adopt, amend, publish, and repeal rules and regulations governing
the use of the public and common areas of the neighborhood, and the personal
conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
c) Maintenance of Common Areas. To keep in good order, condition, and repair
all of the Common Areas and all items of common personal property used by the Owners in the enjoyment of the entire neighborhood.
d) Insurance. To insure and keep insured all of the Insurable Common Areas of
the property in an amount equal to their replacement value as is provided in the Declaration. To insure and keep insured all of the common fixtures, equipment, and personal property for the benefit of the residents and their mortgages. Further, to obtain and maintain comprehensive liability insurance covering the Common Areas.
e) Budget; Determination of Assessment; Increase or Decrease of Same; Levy of Special Assessments. To prepare a budget for the Association at least annually, determine the amount of Common Expenses payable by the Owners to meet the financial needs of the Association; and allocate the assess such Common Expenses among the Owners, and by a majority vote of the Board to adjust, decrease, or increase the amount of the annual assessments, and remit or return any excess of assessments over expenses, working capital, sinking funds, reserve for deferred maintenance, and for replacement to the Owners at the end of each operating year. To levy and collect special assessments whenever, in the opinion of the Board, it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies.
f) Protect and Defend. To protect and defend the Common Areas of the neighborhood from loss and damage by suit or otherwise.
g) Borrow Funds. To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the recorded Declarations and these By-laws and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary.
h) Contract. To enter into Contracts within the scope of their duties and powers.
i) Bank Account. To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Directors.
j) Manage. To make repairs, additions, alterations, and improvements to the Common Areas consistent with the best interest of the Owners.
k) Records. To keep and maintain full and accurate books and records showing all of the receipts, expenses, or disbursements and to permit examination thereof by each of the Owners and each first mortgagee, and to cause a complete audit of the books and records annually by a person or persons approved by the Board.
l) Annual Statement. To prepare and deliver annually to each member a statement showing receipts, expenses, and disbursements since the last such statement.
m) Personnel. To designate, employ, and dismiss the personnel necessary for the maintenance and operation of the Common Areas or other administration of the project.
n) Administration of Association. In general, to carry on the administration of this Association and to do all those things necessary and reasonable in order to carry out the governing and the operation of the areas of Common Property of the neighborhood.
o) All Things Necessary and Proper. To do all things necessary and proper for sound and efficient management of the Common Areas of the neighborhood.
p) Tax Exempt Status. To determine each year the advisability of election of tax-exempt status under the Internal Revenue Code.
A R T I C L E VII
Board of Directors: Number and Meetings
The affairs of this Association shall be managed by a Board of Directors. No person may serve as a director of the Association unless such person is a Member of the Association, paid current and in good standing, and a resident of Country Place subdivision. Only one person per household may serve on the Board at any given same time.
Section 1. Number. The Board of Directors, elected from its members, shall have four (4) Executive Officers. The Board of Directors shall be made up of one (1) member from each of the five non-“Gardens” districts, two members from the “Gardens,” and four members at large, for a total of eleven directors. (See Appendix A for definition/division of districts.)
Section 2. Annual Meeting. The annual meeting of the Board of Directors of the Association shall be held at the principle office of the Association or such other place as may be designated by the Directors, on such date which shall be set by the Board so as to occur no later than sixty (60) days after the close of the Association’s fiscal year. Notice of such meeting must be noted at least ten (10) days prior to the meeting.
Section 3. Regular Meetings. Regular meeting of the Board of Directors of the Association shall be held during the first week of each month at the principle office of the Association or at such other times and place as may be designated by the Board of Directors.
Section 4. Special Meetings. Special meetings of the Board of Directors may be held at the time or place upon call of the President, either oral or written, and notice thereof shall be given at least seventy-two (72) hours before the time for holding such special meeting.
Section 5. Officers. The President shall govern the Board of Directors and other officers as provided elsewhere in the By-laws.
Section 6. Compensation. No Director of Officer of this Association shall receive compensation for any service they may render to the Association. However, any Director or Officer may be reimbursed for his or her actual expenses which are reasonable and necessary in the course of his or her duties.
Section 7. Quorum. At any meeting of the Board of Directors, a majority consisting of fifty percent (50%) (Rounded up) plus one, of the members of the Board shall be necessary to constitute a Quorum.
Section 8. Removal. Any Director may be removed from the Board with or without cause by the affirmative vote of two-thirds (2/3rds) of the Directors present at any meeting. Removal action may be taken at any meeting of the Board of Directors with respect to which notice of such purpose has been given, and a removed Director’s successor may be elected at the same time and at the same meeting to serve the remaining term of the Director removed.
Section 9. Absences. Unexcused absences from two Board meetings shall constitute a resignation. The Board shall notify the absent member and replace him or her with nomination from the President, presented for Board approval, at the next regular meeting.
Section 10. Election of Directors. All voting members of the Association in attendance and in good standing shall elect the members of the Board of Directors at the annual meeting as required by these By-laws. Nominations will be accepted from the floor. The Directors and Officers so elected shall hold office for a period of two years or until their successor is elected.
Section 11. Fidelity Bonds. The Board of Directors may require that all officers and employees, if any, of the Association handling or responsible for Association funds furnish adequate fidelity bonds. The premiums on such bonds shall be a Common Expense of the Association.
A R T I C L E VIII Officers
Section 1. Officers Designated. The Officers of this Association shall be the President, Vice President, Secretary, and Treasurer. These Officers shall have one (1) vote each on the Board of Directors, except the President who shall only vote in the event of a tie.
Section 2. Duties of Officers.
a) President. The President shall preside at all Association business meetings and meetings of the Board of Directors. He or she shall be the Chief Executive Officer of the Association. Subject to the control of the Board of Directors, he or she shall have general charge and supervision of the administration of the affairs and business of the Association. He or she shall supervise the Executive Director, if the Association employs one. The President shall see that all orders and resolutions of the Board are carried into effect. He or she shall sign and execute all legal documents in the name of the Association when authorized to do so by the Board and shall perform such duties as may be assigned to him or her from time to time by the Board.
The President shall submit plans and suggestions to the Board for the work of the Association, direct general correspondence, and present his or her recommendations in each case to the Board for decision. He or she shall submit a report of the activities and business affairs of the Association at each annual meeting of the Board and at other times when called upon to do so by the Board. The President may spend not more than Five Hundred ($500.00) Dollars, at any one time, on “incidental” and/or “emergency” expenses directly related to the operation of the Association.
b) Vice President. The Vice President shall perform such duties as may be assigned to them by the President or Board of Directors. In case of death, disability, or absence of the President, the Vice President shall perform and be vested with all the duties of the President.
c) Secretary. The Secretary shall keep a record of the minutes of the proceedings of meetings of members and of Directors, and shall give notice as required in these Bylaws of all meetings. The Secretary shall have custody and charge of all nonfinancial books, papers, and records of the Association except such as by resolution shall be given to the President of the Association.
d) Treasurer. The Treasurer shall keep an account of all monies, credits, and property of the Association that come into the Association and keeps an accurate account of all monies received and discharged. The Treasurer shall keep proper books of accounts and other books showing at all times the amount of the funds and other property belonging to the Association, all of which shall be open at all times to the inspection of the Board. He or she shall submit a detailed written line-item financial report of the accounts and financial condition of the Association at each meeting of the Board and at such other times as directed by the Board of Directors. The Treasurer shall, under the direction of the Board of Directors, disburse all monies and sign or countersign all checks and other instruments drawn on or payable out of the funds of the Association. The President, Vice President, or Secretary, requiring two (2) signatures, must countersign checks.
The treasurer shall make such transfers and alterations in the securities of the Association as ordered by the Board. In general, the Treasurer shall perform all the duties that are incident to the Office of Treasurer, subject to directions of the Board, and perform such additional duties as prescribed from time to time by the Board.
The Association shall purchase errors and omissions insurance (and/or treasurer’s insurance bond) covering all individuals who are signatories on all accounts. The Treasurer will present to the Board a review or audit performed by a person or persons to be approved by the Board, which shall include a review of all accounts payable, receivable, and shall provide a detailed report annually of all Association accounts.
A R T I C L E I X Books and Records
The Association shall keep detailed, accurate, and complete books and records of its receipts and expenditures (including receipts and expenditures affecting the Common Areas), shall keep minutes of the proceedings of the Board of Directors and Members, and shall keep at its registered or principal office, a record of the names and addresses of the Members entitled to vote. Current copies of the Declaration, Articles of Incorporation, and Bylaws of the Association, rules and regulations governing the Association, and others books, records, and financial statements of the Association, shall be made available to Members, first mortgagees, and insurers or guarantors of any first mortgage. Current copies of the Declaration, Articles of Incorporation, Bylaws, rules and regulations, and financial statement of the Association shall be available for examination by purchasers in Country Place subdivision. The word “available,” as used herein, shall at least mean available for inspection (during normal weekday business hours or under other reasonable circumstances) upon written request made to the Secretary or President of the Board of Directors. The requesting party will be responsible for the reasonable and necessary costs of reproducing copies of requested documents.
A R T I C L E X
Corporate Seal
The Association shall have a seal, in circular form and within its circumference the words: COUNTRY PLACE HOMEOWNERS ASSOCIATION, INC.
A RT I C L E XI
Indemnification of Directors
The Association shall indemnify every incorporator, director, officer, agent, or employee, and any former director, officer, agent, and employee, against all loss, costs, and expense, including counsel fees, reasonable incurred in connection with any action, suit, or proceeding to which such person may be made a party by reason of being or having been a director, officer, agent, or employee of the Association, except for matters in which such person shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or fraud. Any such indemnification shall be limited to and may only be paid out of the insurance proceeds provided by an insurer furnishing officers and directors errors and omissions insurance coverage and any other insurance protecting the Association from liability because of the negligent acts of its servants, including insurance covering motor vehicles or public liability, property damage, medical, and other similar coverage, it being the intent and purpose of this provision to limit all payments or settlements in indemnification to the actual proceeds of insurance policies. No indemnification shall be provided for acts constituting gross negligence, or for fraud, or for more reprehensible conduct. In the event of a settlement, the settlement shall be approved by the insurance carrier and paid for by the insurance carrier out of the insurance proceeds. The foregoing rights shall not be exclusive of other rights to which such director or office may be entitled.
A R T I C L E XII Miscellaneous
Section 1. Funds of the Association. All monies of this Association, or under its charge, deposited in any bank or other place of deposit shall be deposited to the Credit of the Association in its corporate name. Such signature shall make checks withdrawing funds of the Association from the bank deposits as required by these By-laws or as provided by resolution of the Board of Directors. All bonds, notes, and other evidences of indebtedness, mortgages, deeds, and contracts of this Association shall be signed in its name by the President and attested by the Secretary; and no such instrument shall be valid without being so signed, unless otherwise stated by the Board of Directors.
It is the express intent no deficit spending and no borrowing of funds unless approved by fifty-five percent (55%) of the total membership of the Association.
Section 2. Duality in Office. No officer or Director shall hold more than one office at any time, and in order to be nominated for another office than the one presently held, must resign from the office presently held first.
Section 3. Vacancies in Office. In case of the death, resignation, or otherwise of one or more of the Officers or Directors, the remaining Directors, although less than a quorum, shall make appointments from the membership to fill the vacancies of the unexpired term.
Section 4. Amendment. These By-laws may be changed, amended, or revised by the Board of Directors at any meeting of the Board of Directors by the affirmative vote of two-thirds majority, provided that they are then ratified by a two-thirds majority vote of the members present at any annual or special meeting. Prior written notice or intent to change these By-laws shall be mailed to each Association voting member at least thirty (30) days prior to such meeting.
Section 5. Committees. Advisory functions may be delegated to various standing and special committees as designated by the President or Board of Directors. Standing Committees are to remain in existence permanently, with its members serving extended terms. These terms are the same as those served by the Board of Directors. Standing Committees include, but are not limited to: Architectural Review, Swimming Pool, Lake, and Common Area Maintenance. Special Committees are disbanded when their particular assigned task is completed.
Section 6. Finances and Dues. The Board of Directors shall establish a budget and present it to membership for approval at the annual meeting each year. Dues shall be assessed each member based upon the approved budget.
a) Budget approval requires approval of two-thirds (2/3rds) majority of Members present at any called meeting of the membership of the Association.
b) Special Assessments for Members of this Association requires approval of two-thirds (2/3rds) majority of Members present at any called meeting of the membership of the Association.
Section 7. Association Properties. Any change or deletion of existing property requires approval of fifty-five percent of the membership of the Association
.
EXECUTED this the 24th day of January, 2005, by the undersigned, being all of the incorporators of Country Place Homeowners Association, Inc.
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JOHN NIKOLIC
______________________________________
JOHN BLACKWELL
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PATRICIA OLMSTEAD
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CYNTHIA ACY