SHADOWBROOK ASSOCIATION, INC.

Bylaws -- Executive Summary

Board Make-up:
1. There must be 5 board members made up of lot owners or their spouses. Only one person per lot may serve on
the board at the same time. It takes 3 board members (a quorum) to make key decisions.
2. Board members are elected annually via a written ballot at the annual meeting held in November or December
(timeframe established by our governing documents). A quorum of the membership, 1/3 of the eligible voters
either in person or by proxy, is required to be represented to be valid.
3. The duly elected board members must meet within 10 days of the annual meeting. At that time they must
determine who of the 5 will hold the following offices:
a. President
b. Vice President
c. Secretary
For clarity, all board members do not have to hold an office and all officers are not necessarily board members.
4. The Treasurer does not have to be (but can be) a board member

Board Responsibilities:
1. Establish a budget and the contribution required of each member to the Common Expenses which shall be
provided to the Membership 21 days before the annual meeting for approval or rejection.
2. Collect member contributions, properly account for all monies and pay bills to maintain Common Property. All
documents and checks require the signature of 2 officers.
3. Enforce rules and establish sanctions for violations of Covenants
4. Meet regularly, but at least once every 3 months and publish minutes of the meeting. All decisions made by the
board must be recorded as to who voted in favor and who opposed.
5. Ensure the annual meeting is held in Nov/Dec of each year. Provide notice for the annual meeting at least 21
days ahead. Absentee/Proxy ballots must be provided for those that do not plan to be in attendance.
6. Ensure all Common Property is properly maintained and repaired.
7. Conduct Special Meetings as required by providing 7 days notice to the Membership. A written ballot must be
provided for each proposed action, providing the membership an opportunity to vote in person or by proxy.
8. The board must conduct all meetings based on Roberts Rules of Order

General Rules:
1. Only association members in good standing are allowed to vote
2. Each lot can only cast one vote
3. It takes 66 2/3 of the potential votes to pass an amendment to the bylaws
4. Most decisions, electing board members, imposing a special assessment, etc. require a majority vote defined as
more than 50% of those voting in person or by proxy, once a quorum is established.
5. A quorum for the Board is 3 board members and a quorum for the Membership is 1/3 of the membership in
good standing.

NOTE: This document does not cover all rules associated with the governance of the Association; however, it is
intended to provide a high level overview for the Membership to know what to expect from the Board. It also will
provide anyone thinking of running for a board position a general understanding of their roles and responsibilities. All
Members should obtain copies of all key documents and familiarize themselves with them.
Key documents include:
1. Shadowbrook Association Bylaws
2. Shadowbrook Covenants
3. Georgia Property Owners Association Act, http://www.lexisnexis.com/ (O.C.G.A. TITLE 44 Chapter 3 Article 6)
4. Shadowbrook Articles of Incorporation