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BYLAWS

OF

BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC.


TABLE OF CONTENTS

ARTICLE I ............................................................................................................................................ 1
Section 1.1 Name..................................................................................................................... 1
Section 1.2. Location ............................................................................................................... 1

ARTICLE II........................................................................................................................................... 1
Section 2.1. General................................................................................................................. 1

ARTICLE III.......................................................................................................................................... 1
Section 3.1. Membership. ........................................................................................................ 1
Section 3.2. Voting Rights....................................................................................................... 1
Section 3.3. Suspension of Voting Rights............................................................................... 2

ARTICLE IV ......................................................................................................................................... 2
Section 4.1. Annual Meetings.................................................................................................. 2
Section 4.1. Special Meetings.................................................................................................. 2
Section 4.3. Notice of Meetings. ............................................................................................. 2
Section 4.4. Quorum. ............................................................................................................... 3
Section 4.5. Proxies. ................................................................................................................ 3
Section 4.6. Order of Business. ............................................................................................... 3
Section 4.7. Decisions of Unit Owners. .................................................................................. 4
Section 4.8. Conduct of Meetings. .......................................................................................... 4
Section 4.9. Action by Association Without Meeting............................................................. 4

ARTICLE V .......................................................................................................................................... 5
Section 5.1. Number and Qualifications. ................................................................................ 5
Section 5.2. Nomination, Election, and Term of Office. ........................................................ 5
Section 5.3. Removals; Vacancies........................................................................................... 6
Section 5.4. Annual Organization Meeting. ............................................................................ 6
Section 5.5. Regular Meetings................................................................................................. 6
Section 5.6. Special Meetings.................................................................................................. 6
Section 5.7. Waiver of Notice; Action Without Meeting. ...................................................... 6
Section 5.8. Voting; Quorum of the Board, Adjournment of Meetings. ................................ 7
Section 5.9. Powers and Duties. .............................................................................................. 7
Section 5.10. Compensation. ................................................................................................... 9

ARTICLE VI ......................................................................................................................................... 9
Section 6.1. Designation. ......................................................................................................... 9
Section 6.2. Election of Officers.............................................................................................. 9
Section 6.3. Removal of Officers. ........................................................................................... 9
Section 6.4. Multiple Officers. ..............................................................................................10
Section 6.5. President.............................................................................................................10
Section 6.6. Vice President....................................................................................................10
Section 6.7. Secretary.............................................................................................................10
Section 6.8. Treasurer. ...........................................................................................................10
Section 6.9. Compensation. ...................................................................................................11
Section 6.10. Special Committees. ........................................................................................11

ARTICLE VII......................................................................................................................................11
Section 7.1. Contracts with Interested Parties. ......................................................................11
Section 7.2. Indemnification..................................................................................................11

ARTICLE VIII.....................................................................................................................................12
Section 8.1. Books and Records. ...........................................................................................12
Section 8.2. Contracts. ...........................................................................................................12
Section 8.3. Checks, Drafts, etc.............................................................................................12
Section 8.4. Deposits. ............................................................................................................12
Section 8.5. Gifts....................................................................................................................12
Section 8.6. Fiscal Year. ........................................................................................................12

ARTICLE IX .......................................................................................................................................13
Section 9.1. Amendments......................................................................................................13

ARTICLE X ........................................................................................................................................13
Section 10.1. Conflicts...........................................................................................................13
Section 10.2. Association Seal. .............................................................................................13
Section 10.3. Agreements. .....................................................................................................13
Section 10.4. Severability. .....................................................................................................14
Section 10.05. Gender and Grammar. ...................................................................................14
Section 10.06. Headings and Captions..................................................................................14
BYLAWS
OF
BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

Section 1.1 Name. The name of the association is BALLANTRAE AT


CREEKSTONE CONDOMINIUM ASSOCIATION, INC., a Georgia nonprofit corporation
(hereinafter referred to as the "Association").

Section 1.2. Location. The principal office of the Association shall be located in the
Atlanta, Georgia, metropolitan area. Meetings of members and directors may be held at such places
within the Atlanta, Georgia, metropolitan area as may be designated from time to time by the Board
of Directors.

ARTICLE II

DEFINITIONS

Section 2.1. General. The terms used in these Bylaws, unless otherwise specified or
unless the context otherwise requires, shall have the meanings specified in O.C.G.A. §44-3-71 and
the Declaration for BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC.
(hereinafter called the "Declaration"). Statutory references shall be construed as meaning the
referenced statute or portion thereof as the same may exist from time to time.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS

Section 3.1. Membership. Each Unit owner shall automatically be a member of the
Association, which membership shall continue during the period of ownership by such Unit owner.

Section 3.2. Voting Rights. The Association shall have one class of voting
membership which shall consist of all Unit owners, including Declarant. Such owners shall be
entitled to exercise voting rights as provided in the Georgia Nonprofit Corporation Code, the
Declaration, and as prescribed herein. The number of votes allocated to each Unit is as set forth in
the Declaration. When a Unit is owned by other than one or more natural persons, the person
entitled to cast the vote for such Unit shall be designated by a certificate signed by the record owner
of such Unit and filed with the Secretary of the Association. Each such certificate shall be valid until
revoked, superseded by a subsequent certificate, or a change occurs in the ownership of such Unit.

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Unit. When a Unit is owned by more than one natural person, they may, without being required to
do so, designate the person entitled to cast the vote for such Unit as provided above. In the event
they do not designate such a person, the following provisions shall apply:

(a) If only one is present at a meeting, the person present shall be counted for
the purposes of a quorum and may cast the vote for the Unit, just as though he owned
it individually, and without establishing the concurrence of the absent person or
persons.

(b) If more than one of such owners, whether or not all of them, are present at
a meeting and concur, any one of the owners may cast the vote for the owners.

(c) If more than one of such owners, whether or not all of them, are present at
a meeting and are unable to concur in their decision upon any subject requiring a
vote, they shall lose their right to vote on that subject at that meeting.

The votes of the Unit owners shall be cast under such rules and procedures as may be prescribed in
the Declaration or in these Bylaws, as amended from time to time, or by law.

Section 3.3. Suspension of Voting Rights. During any period in which a Unit owner
shall be in default in payment of any assessment, the voting rights of such Unit owner may be
suspended by the Board of Directors until such assessment has been paid. Such rights of a Unit
owner may also be suspended, for a period not to exceed sixty (60) days, for violation of any rules
and regulations established and published by the Board of Directors in accordance with the
procedure outlined in the Declaration.

ARTICLE IV

MEETING OF UNIT OWNERS

Section 4.1. Annual Meetings. The first annual meeting of the Unit owners shall be
called by the President upon request of the Declarant and shall be held on the second Tuesday in
May 2006. Each subsequent regular meeting of the owners shall be held on or before 90 days prior
to the end of each fiscal year of the Association. Membership meetings shall be held at a suitable
place convenient to the members as may be designated by the Board of Directors. At the annual
meeting, comprehensive reports of the affairs, finances, and budget projections of the Association
shall be made to the Unit owners.

Section 4.2. Special Meetings. Special meetings of the Unit owners may be called at
any time by the President or by the Board of Directors, or upon written request of the Unit owners
who are entitled to vote at least fifteen percent of the votes of the membership.

Section 4.3. Notice of Meetings. Written notice of each meeting of the Unit owners

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shall be given by, or at the direction of, the Secretary or person authorized to call the meeting at least
twenty-one (21) days in advance of any annual or regularly scheduled meeting, and at least seven (7)
days in advance of any such other meeting, stating the time, place and purpose of such meeting.
Such notice shall be delivered personally, sent by United States mail, postage prepaid, or by
facsimile or email to all Unit owners of record at such address or addresses, or to such facsimile
number or email address, respectively, as any of them may have designated, or, if no other address
has been so designated, at the address of their respective Units. Such notice shall also be sent by
United States mail, postage prepaid, to each institutional holder of a first mortgage, or any insurer or
guarantor of such mortgage, on a Unit having theretofore requested same in writing. Each such
holder, insurer, and guarantor shall be permitted to designate a representative to attend each such
meeting without voice or vote except pursuant to Section 4.5 hereof. Attendance at a meeting by a
Unit owner or other person entitled to attend, either in person or by proxy, shall of itself constitute a
waiver of notice and waiver of any and all objections to the place or time of such meeting or the
manner in which it has been called or convened, unless a member or other person entitled to notice
attends such meeting solely for the purpose of stating, at the beginning of such meeting, any such
objection or objections relating to such meeting. The recitation in the minutes of any membership
meeting that notice of such meeting was properly given shall be prima facie evidence that such
notice was so given.

Section 4.4. Quorum. The presence at the beginning of a meeting of the Unit owners
and/or proxies entitled to cast at least one-third (1/3) of the votes of the membership shall constitute
a quorum throughout such meeting for any action except as otherwise expressly provided. If,
however, such quorum shall be not be present or represented at any meeting, the Unit owners and/or
proxies entitled to cast a majority of the votes 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 4.5. Proxies. Subject to the provisions of Section 3.2 hereof, at all meetings
of the Unit owners, each Unit owner may vote in person or by proxy except that in the case of any
owner not a natural person or persons, the vote for the Unit shall be cast pursuant to a proxy
executed by or on behalf of the owner. All proxies shall be in writing and filed with the Secretary.
Any such proxy shall not be revocable except by written notice delivered to the Secretary by the
owner, shall automatically cease upon conveyance by a Unit owner of his Unit, and shall not be valid
after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section 4.6. Order of Business. The order of business at all annual meeting of the
owners shall be as follows:

(a) Roll call and certification of proxies.

(b) Proof of notice of meeting or waiver of notice.

(c) Reading of minutes of preceding meeting.

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(d) Reports of officers.

(e) Report of Board of Directors, including comprehensive reports of the


affairs, finances, and budget projections of the Association.

(f) Reports of committees.

(g) Election of directors.

(h) Unfinished business.

(i) New business.

Section 4.7. Decisions of Unit Owners. Unless otherwise expressly provided in the
Georgia Nonprofit Corporation Code, the Declaration, or these Bylaws, a majority of the votes cast
on any particular issue shall be necessary to adopt decisions at any meeting of the Unit owners. A
majority of the votes shall mean more than 50% of those voting in person or by proxy. In the event
of any tie vote at any regular, special, or adjourned meeting, the President, or the Vice President in
the absence of the President, shall cast a separate vote to break the tie. When the Georgia Nonprofit
Corporation Code, the Declaration, or these Bylaws require the approval or consent of all or a
specified percentage of mortgagees and/or other lien holders, no decision or resolution duly adopted
by the Unit owners shall be effective or valid until such approval or consent shall have been
obtained. During such time as the Declarant has the right to control the Association pursuant to the
provisions of O.C.G.A. §44-3-101, no decision or resolution duly adopted by the Unit owners shall
be effective or valid until Declarant's approval or consent shall have been obtained.

Section 4.8. Conduct of Meetings. The President shall preside over all meetings of
the Unit owners and the Secretary shall keep the minutes of the meetings and record in a minute
book all resolutions duly adopted as well as all other transactions occurring at such meetings. Unless
waived by a majority vote of the members, the latest edition of Roberts Rules of Order shall govern
the conduct of all meetings of the Unit owners when not in conflict with the Georgia Nonprofit
Corporation Code, the Declaration, or these Bylaws.

Section 4.9. Action by Association Without Meeting. Any action which may be
taken at a meeting of the owners may be taken without a meeting if written approval and consent,
setting forth the action authorized, shall be signed by each of the owners entitled to vote on the date
on which the last such owner signs such approval and consent and upon the filing of such approval
and consent with the Secretary of the Association. Such approval and consent so filed shall have the
same effect as unanimous vote of the owners at a special meeting called for the purpose of
considering the action authorized.

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ARTICLE V

BOARD OF DIRECTORS

Section 5.1. Number and Qualifications. So long as Declarant shall have the right to
appoint and remove members of the Board of Directors and officers of the Association, the Board of
Directors shall contain at least three (3) members who shall be appointed by and serve at the pleasure
of Declarant. Following expiration of the period of the Declarant's right to control the Association
pursuant to the provisions of O.C.G.A. §44-3-101, the Board of Directors of the Association shall be
composed of not less than three (3) or more than five (5) persons as determined by the Board of
Directors, provided that no decrease shall have the effect of shortening the term of any incumbent
director. With the exception of those persons appointed as directors by Declarant pursuant to the
provisions of O.C.G.A. §44-3-101, each such person shall be a Unit owner, or shall be the spouse of
a Unit owner if, and only if, both such spouses reside in the Unit.

Section 5.2. Nomination, Election, and Term of Office. Upon the termination of the
Declarant's right to control the Association pursuant to the provisions of the Declaration, the
Declarant shall give at least seven (7) days' written notice to each member of a special meeting of the
members, to be held not more than sixty (60) days after the date of such termination, to elect a new
Board of Directors. The number of directors determined by the Board of Directors shall be divided
into three classes, Class A, Class B and Class C, with each class to be as nearly equal in number as
possible. The term of office of the directors in the Class A directors shall expire at the first annual
meeting of members after the election of that class; the term of office of the Class B directors shall
expire at the second annual meeting after the election of that class; and the term of office of the Class
C directors shall expire at the third annual meeting after the election of that class. At each annual
meeting thereafter, the Unit owners shall elect directors as necessary to fill the vacancies thus created
by expiring terms of directors of the then expiring Class. Such directors so elected shall each serve
for a term of three (3) years. Notwithstanding the foregoing, all directors elected at said special
meeting shall also serve for the portion of a year between the date of said special meeting and the
date of the first annual meeting following said special meeting so that their respective terms shall
expire at the time of the second, third or fourth annual meeting after the date of said special meeting,
as the case may be. Except in the case of death, resignation, or removal, each director elected by the
members shall serve until the annual meeting at which his term expires and until his successor has
been duly elected and qualified. Persons may be nominated for election to the Board of Directors by
nominating committee and by nominations made from the floor at the meeting. The nominating
committee shall consist of a chairman, who shall be a member of the Board of Directors, and two (2)
or more members of the Association, all of whom shall be appointed by the incumbent Board of
Directors prior to each annual meeting of members. Election to the Board of Directors shall be by
secret written ballot, unless dispensed with by unanimous consent. Cumulative voting shall not
apply. The procedure for the election of the Board of Directors at the special meeting shall be as
follows: nominations shall be accepted for not less than three (3) nor more than five (5) Unit owners
to serve on the Board of Directors; upon the closing of such nominations, each member present in

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such nominations, each member present in person or by proxy shall cast a ballot listing thereon the
names of the respective number of nominations for each Class of directors (no more, no less) for
whom such member wishes to vote; the ballots shall then be collected and tallied and election shall
be by vote of a plurality of the votes cast.

Section 5.3. Removals; Vacancies. Following expiration of the period of Declarant's


right to control the Association pursuant to the provisions of the Declaration, any director may be
removed from the Board of Directors, with or without cause, by a majority vote of the Unit owners
and a successor shall be elected by the owners to fill such director's unexpired term. After any
director fails to attend three meetings of the Board of Directors during such director’s term, or if any
director is more than 30 days delinquent (or is the resident of a Unit whose owner is more than 30
days delinquent) in payment of any assessment or charge due the Association, such director may be
removed by the majority vote of the other directors. Any such successor shall serve for the
unexpired term of his predecessor. Subsequent to the expiration of Declarant's control of the
Association, vacancies in the Board of Directors caused by any reason other than the removal of the
vote of the members shall be filled by the vote of the majority of the remaining directors, even
though they may constitute less than a quorum, and each person so elected shall serve until a
successor is elected at the next annual meeting of the owners. The sale of his Unit, or other
termination of his interest therein, by an owner shall terminate his directorship.

Section 5.4. Annual Organization Meeting. The first meeting of the Board of
Directors following each annual meeting of the Unit owners shall be held within ten (10) days
thereafter, at such time and place as shall be fixed by the newly elected directors at such annual
meeting, and no notice shall be necessary in order legally to constitute such meeting.

Section 5.5. Regular Meetings. Regular meetings of the Board of Directors may be
held at such time and place as shall be determined from time to time by the Board of Directors.
Notice of the time and place of regular meetings shall be given to every director personally, by mail
or telephone, at least three (3) days prior to the date of such meetings.

Section 5.6. Special Meetings. Special meetings of the Board of Directors may be
called by the President on three (3) days' notice to every director given personally, by mail or
telephone, which notice shall state the time, place, and purpose of the meeting. Special meetings
shall be called by the President or Secretary in like manner and on like notice on the written request
of directors entitled to cast a majority of votes at such meetings.

Section 5.7. Waiver of Notice; Action Without Meeting. Whenever notice of a


meeting of the Board of Directors is required to be given under any provision of these Bylaws or by
law, a written waiver thereof, executed by a director before or after the meeting and filed with the
Secretary, shall be deemed equivalent to notice to the director executing the same. Attendance at a
meeting by the director shall constitute a waiver by the director of notice of such meeting and a
waiver of any and all objections to the place or time of the meeting or the manner in which it has
been called or convened, if such director attends the meeting without protesting prior thereto or at the

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the meeting's commencement the lack of notice to him. Whenever any director has been absent from
any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has
been duly given shall be prima facie evidence that due notice of such special meeting was given such
director as required hereunder. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in any written waiver of notice. Any action
required or permitted to be taken at any meeting of the Board of Directors may be taken without a
meeting provided that all directors consent to the action in writing and the written consents are filed
with the records of the proceedings of the Board of Directors. Such consents shall be treated for all
purposes as a vote at a meeting.

Section 5.8. Voting; Quorum of the Board, Adjournment of Meetings. At all


meetings of the Board of Directors, each director shall be entitled to cast one vote. The presence in
person of directors representing at least one-half (½) of the votes of the Board of Directors shall be a
quorum at any Board of Directors meeting and a majority of the votes present and voting shall bind
the Board of Directors and the Association as to any matter within the powers and duties of the
Board of Directors. If any Board of Directors meeting cannot be held because of the absence of a
quorum, a majority of the votes present and voting may adjourn the meeting to a later time.

Section 5.9. Powers and Duties. The Board of Directors shall have the powers and
duties necessary for administration of the affairs of the Association and may do all such acts and
things except as by law or the Declaration may not be delegated to the Board of Directors by the Unit
owners. In exercising its powers and duties, the Board of Directors shall take as its standard the
maintenance of the general character of the Units and Common Areas as a first-class residential
community in the quality of its maintenance, use, and occupancy. Such powers and duties of the
Board of Directors shall be excised in accordance with and subject to all provisions of the Georgia
Nonprofit Corporation Code, the Declaration, and these Bylaws and shall include without limitation
powers and duties to:

(a) Operate, care for, maintain, repair, and replace the Condominium and
common elements and employ personnel necessary or desirable therefor.

(b) Determine common expenses of the Association.

(c) Collect assessments from the Unit owners.

(d) Adopt and amend rules and regulations governing the details of the
operation and use of the Condominium and of the personal conduct of the members
and their guests thereon.

(e) Open bank accounts on behalf of the Association and designate the
signatories required therefor.

(f) Manage, control, lease as lessor, and otherwise deal with the common

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elements, including the right to grant permits, licenses and easements over, under and
across the common elements for utilities, road and other purposes reasonably
necessary or useful for the proper operation or maintenance of the Condominium, as
well as the power to make shut-offs of common services and other interruptions of
the normal functioning of the buildings to facilitate performance of any maintenance
or repair work or the making of additions, alterations, or improvements by the
Association or the Unit owners pursuant to provisions of the Declaration. The Board
of Directors shall use reasonable efforts to disrupt the Unit owners and occupants as
little as possible in exercising such power to make shut-offs and other interruptions.

(g) Purchase, lease, or otherwise acquire Units offered for sale or lease or
surrendered by their Unit owners to the Association.

(h) Own, sell, lease, encumber, and otherwise deal in, but not vote with
respect to, Units owned by the Association.

(i) Obtain and maintain insurance for the Condominium pursuant to the
provisions of the Declaration and as may be authorized by O.C.G.A. § 44-3-107.

(j) (1) Make additions, improvements, and alterations to the common


elements, and (2) make repairs to and restoration of the Condominium after damage
or destruction by fire or other casualty, or as a result of condemnation.

(k) Enforce by any legal or equitable remedies available all obligations of the
Unit owners or any of them to the Association. Such enforcement power shall
include, without limitation, the power to levy, as assessments, fines against Unit
owners in accordance with the procedure provided in the Declaration, for default in
the performance of said obligations.

(l) Appoint auditors and accountants for the Association and make and file
tax returns for and on behalf of the Association.

(m) Employ a manager or managing agent and delegate thereto any duties of
the Board of Directors under subparagraphs (a), (b), (c), (e), (f), (i), (j), (l) and (o) of
this Section 5.9.

(n) Conduct litigation and be subject to suit as to any cause of action


involving the common elements or arising out of the enforcement of the provisions of
the Georgia Nonprofit Corporation Code, the Declaration, or these Bylaws.

(o) Make contracts in connection with the exercise of any of the powers and
duties of the Board of Directors.

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(p) Take all other actions the Board of Directors deems necessary or proper
for the sound management of the Association and fulfillment of the terms and
provisions of the Georgia Nonprofit Corporation Code, the Declaration, and these
Bylaws.

In the case of those powers and duties specified in the foregoing clauses (d), (g), (h), (j) and (m), the
Board of Directors need exercise the same only to the extent, if any, it deems necessary or desirable
or is required to do so by the vote of the Unit owners. The Board of Directors shall not be obligated
to take any action or perform any duty imposed upon it requiring an expenditure of funds unless in
its opinion it shall have funds of the Association sufficient therefor.

Section 5.10. Compensation. No director shall receive compensation from the


Association for acting as such unless such compensation and the amount thereof is authorized by a
majority vote of the owners, but each director shall be entitled to reimbursement from the
Association as a common expense for reasonable out-of-pocket disbursements made by him in the
performance of his duties. No director shall be obligated to make any such disbursements.

ARTICLE VI

OFFICERS AND EXECUTIVE COMMITTEE

Section 6.1. Designation. The principal officers of the Association shall be the
President, the Vice President, the Secretary, and the Treasurer, all of whom shall be elected by the
Board of Directors and shall each serve one (1) year terms. The Board of Directors may appoint an
assistant treasurer, an assistant secretary, and such other officers as in its judgment may be necessary
and such officers shall hold their offices for such terms and shall exercise such powers and perform
such duties directed from time to time by the Board of Directors. The President and Vice President
shall be members of the Board of Directors. Any other officers may be, but shall not be required to
be, members of the Board of Directors. Except with respect to officers appointed by Declarant, all
officers shall be Unit owners.

Section 6.2. Election of Officers. After said right of Declarant shall have terminated
or been relinquished, the officers of the Association shall be elected annually by the Board of
Directors at the organizational meeting of each new Board of Directors and shall hold office at the
pleasure of the Board of Directors. Any vacancy in an office shall be filled by the Board of Directors
for the unexpired portion of the term.

Section 6.3. Removal of Officers. Upon the affirmative vote of a majority of the
votes of the Board of Directors, any officer may be removed, either with or without cause, and his
successor may be elected at any regular meeting of the Board of Directors or at any special meeting
of the Board of Directors called for such purpose.

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Section 6.4. Multiple Officers. 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 6.1 hereof.

Section 6.5. President. The President shall be a director and the chief executive
officer of the Association and, subject to the control of the Board of Directors, shall in general
manage, supervise, and control all of the business and affairs of the Association and perform all
duties incident to the office of President and such other duties as may be prescribed by the Board of
Directors from time to time. He may sign, with the Secretary or any other proper officer of the
Association authorized by the Board of Directors, any contracts, deeds, notes, mortgages, bonds,
policies of insurance, checks, or other instruments which the Board of Directors has authorized to be
executed, except in cases where signing or execution thereof shall be expressly delegated by the
Declaration or these Bylaws or by the Board of Directors to some other officer or agent of the
Association, or shall be required by law to be otherwise signed or executed.

Section 6.6. Vice President. The Vice President shall take the place of the President
and perform his duties whenever the President shall be absent or shall refuse or be unable to act.
When so acting, the Vice President shall have all the powers of and be subject to all restrictions upon
the President. If neither the President nor the Vice President is able to act, the Board of Directors
shall appoint some other member of the Board of Directors to act in the place of the President on an
interim basis. The Vice President shall also perform such other duties as shall, from time to time, be
imposed upon him by the Board of Directors or by the President.

Section 6.7. Secretary. The Secretary shall keep the minutes of all meetings of the
Unit owners and of the Board of Directors, and of all committees having any of the authority of the
Board of Directors; shall record in a minute book all resolutions adopted at such meetings; shall have
charge of such books and papers as the Board of Directors may direct; shall keep the Association
seal and affix it on such papers and documents requiring it; shall keep appropriate current records
showing the members of the Association and their addresses; shall see that all notices are duly given
in accordance with the Declaration, these Bylaws, or as required by law; and shall, in general,
perform all the duties incident to the office of secretary of a corporation and such other duties as
shall, from time to time, be imposed upon him by the Board of Directors or by the President.

Section 6.8. Treasurer. The Treasurer shall have the responsibility for Association
funds and securities and shall be responsible for keeping full and accurate financial records and
books of account showing all receipts and disbursements, and for the preparation of all required
financial data; shall be responsible for the deposit of all monies and other valuable effects in the
name of the Association in such depositories as may from time to time be designated by the Board of
Directors; shall authorize vouchers and sign checks for monies due and payable by the Association;
shall prepare and execute any statements regarding past-due and unpaid assessments as provided in
O.C.G.A. §44-3-109(d); and shall, in general, perform all the duties incident to the office of treasurer
of a corporation and such other duties as shall, from time to time, be imposed upon him by the Board

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upon him by the Board of Directors or by the President.

Section 6.9. Compensation. Unless otherwise expressly provided by the majority


vote of the Association, no officer shall receive compensation from the Association for acting as
such, but shall be entitled to reimbursement from the Association as a common expense for
reasonable out-of-pocket disbursements made by him in the performance of his duties. No officer
shall be obligated to make any such disbursements.

Section 6.10. Special Committees. The Board of Directors shall have the power and
authority to create special committees, including but not necessarily limited to, a recreation
committee, a maintenance committee, an insurance committee, and an audit committee. Any such
committee shall advise the Board of Directors of matters pertaining to the purpose for which any
such special committee shall have been created and shall have and exercise such powers as may be
provided by resolution of the Board of Directors. Each such committee shall act by a majority of its
members unless otherwise ordered by the Board of Directors. The members, including the chairman,
of any such special committee, shall be appointed by and shall serve at the pleasure of the Board of
Directors. A majority of the members of any such committee shall constitute a quorum.

ARTICLE VII

OFFICERS AND DIRECTORS: GENERAL PROVISIONS

Section 7.1. Contracts with Interested Parties. No contract or transaction between


the Association and one or more of its officers or directors, or between the Association and any other
entity in which one or more of the Association's officers or directors are officers, directors, partners,
or trustees, or have a financial interest, shall be void or voidable solely for this reason, or solely
because the Association's officers or director is present at or participates in the meeting of the Board
of Directors which authorizes the contract or transaction, or solely because his or their votes are
counted for such purposes, if (a) the material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors and the Board of Directors in good
faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the
vote or votes of the interested director or directors; or (b) the material facts as to his interest and as to
the contract or transaction are disclosed or are known to Unit owners entitled to vote thereon, and the
contract or transaction is specifically approved or ratified in good faith by vote of such Unit owners;
or (c) the contract or transaction is fair as to the Association as of the time it is authorized, approved,
or ratified by the Board of Directors or the Unit owners. Interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors which authorizes the
contract or transaction.

Section 7.2. Indemnification. Pursuant to the provisions of O.C.G.A. §14-3-851 et


seq., and subject to the limitations of the Georgia Nonprofit Corporation Code, the Association shall
indemnify its offers and directors to the extent provided in the Declaration and as permitted by the
Georgia Nonprofit Corporation Code and shall have the power to purchase and maintain liability

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liability insurance on their behalf to the fullest extent provided by O.C.G.A. §14-3-857.

ARTICLE VIII

BOOKS AND RECORDS AND FISCAL MATTERS

Section 8.1. Books and Records. The Association shall keep such books and records
as by law provided and shall make same available for inspection by any Unit owner, any holder,
insurer, or guarantor of a first mortgage on a Unit, and their respective agents and attorneys, for any
proper purpose during normal business hours but only to the extent same are required to be provided
for inspection to Unit owners by the Georgia Condominium Act. In addition, an annual financial
statement for the immediately preceding fiscal year of the Association shall be made available to any
holder of a first mortgage on a Unit, upon a written request from such holder.

Section 8.2. Contracts. The Board of Directors may authorize any officer of officers,
or agent or agents, of the Association, in addition to the officers so authorized by the Declaration and
these Bylaws, to enter into any contract or execute and deliver any instrument in the name of, or on
behalf of, the Association, and such authority may be general or confined to specific instances.

Section 8.3. Checks, Drafts, etc. All checks, drafts, or orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the Association shall be
signed by such officer or officers, or agent or agents, of the Association and in such manner as shall
from time to time be determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed by the Treasurer and
countersigned by the President or Vice President of the Association.

Section 8.4. Deposits. All funds of the Association shall be deposited from time to
time to the credit of the Association in such banks, trust companies, or other depositories as the
Board of Directors may elect.

Section 8.5. Gifts. The Board of Directors may accept, on behalf of the Association,
any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the
Association.

Section 8.6. Fiscal Year. The fiscal year of the Association shall begin on the first
day of January and end on the 31st day of December of every year, except that the first fiscal year
shall begin on the date on which the Association was incorporated under the laws of the State of
Georgia.

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ARTICLE IX

AMENDMENTS

Section 9.1. Amendments. These Bylaws may be amended by the vote of at least
two-thirds (2/3) of the members of the Board of Directors at a meeting duly called for such purposes
pursuant to a resolution of the board of Directors adopting a proposed amendment, written notice of
which meeting shall be delivered or sent to all Unit owners not less than twenty-one (21) days in
advance of the meeting stating the time, place and purpose of such meeting and the subject matter of
the proposed amendment; but any such amendment may be rejected by the affirmative vote of 51%
of all Unit owners at any such meeting or any subsequent meeting. Amendments to these Bylaws for
the sole purpose of correcting typographical or clerical errors or of complying with the requirements
of any governmental or quasi-governmental entity authorized to fund or guarantee mortgages on
individual Units (including, without limitation, Federal National Mortgage Association, Federal
Home Loan Mortgage Corporation, Veterans Administration or Federal Housing Administration), as
such requirements may exist from time to time, may be effected by an instrument duly executed by
Declarant during the period that Declarant owns any Unit, primarily for the purpose of sale or an
unexpired option to add Additional Property to the Declaration, or thereafter by a majority of the
directors of the Association. Each such amendment shall be effective when adopted or at such later
date as may be specified therein. Notwithstanding the foregoing to the contrary, every amendment to
the Bylaws is subject to the prior written approval of Declarant so long as Declarant owns any Unit
primarily for the purpose of sale or has an unexpired option to add Additional Property to the
Declaration, whichever is last to occur.

ARTICLE X

MISCELLANEOUS

Section 10.1. Conflicts. In the event of any conflict between the provision of
Georgia law or the Declaration and these Bylaws, Georgia law and the Declaration, in that order,
shall control.

Section 10.2. Association Seal. The Association shall have a seal in circular form
having within its circumference the words: BALLANTRAE AT CREEKSTONE CONDOMINIUM
ASSOCIATION, INC.

Section 10.3. Agreements. Subject to the provisions of the Declaration or these


Bylaws, all agreements and determinations lawfully authorized by the Board of Directors of the
Association shall be binding upon all Unit owners, their heirs, legal representatives, successors,
assigns, or others having an interest in the Association, and in performing its responsibilities
hereunder, the Association, through the Board of Directors, shall have the authority to delegate to
such persons of its choice such duties of the Association as may be determined by the Board of
Directors.

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Section 10.4. Severability. Invalidation of any covenant, condition, restriction,
provision, sentence, clause, phrase, or word of these Bylaws, or the application thereof in any
circumstances, shall not affect the validity of the remaining portions thereof and of the application
thereof, and such remaining portions shall remain in full force and effect.

Section 10.5. Gender and Grammar. The singular wherever used herein shall be
construed to mean the plural when applicable, and the necessary grammatical changes required to
make the provisions hereof apply either to corporations or individuals, men or women, shall in all
cases be assumed as though in each case fully expressed.

Section 10.6. Headings and Captions. The Article and Section headings and
captions herein are for convenience and reference only and in no way define or limit the scope and
content of these Bylaws or in any way affect the provisions hereof.

Section 10.7. Roberts Rules. All meetings of the Board of Directors and Unit
owners shall be governed by the latest version of Roberts Rules of Order.

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