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BYLAWS OF THE
HIGHLAND
CREST HOMEOWNER’S ASSOCIATION, INC.
A NONPROFIT
CORPORATION
ARTICLE I.
OFFICES
The
principal office of the corporation in the State of Alabama
shall be located in the City of Hoover,
County of Jefferson.
The corporation may have such other offices either within or without the
State of Alabama, as the Board
of Directors may determine or as the affairs of the corporation may require
from time to time.
The corporation shall have and continuously maintain in
the State of Alabama a
registered office, and a registered agent whose office is identical with such
registered office, as required by the Alabama Nonprofit Corporation Act. The
registered office may be, but need not be, identical with the principal
office in the State of Alabama,
and the address of the registered office may be changed from time to time by
the Board of Directors.
ARTICLE
II. MEMBERS
SECTION 1. Classes of Members. The corporation shall have
one class of members. The following three requirements for membership must be
met:
a.
hold legal title to a lot within the estate section of the Highland Crest
Planned Unit Development as such development exists of record on October 8, 1990,
b. reside
in a single family home located on the lot described in subparagraph A of this
Section, and
c. pay the
membership dues in the Association as set by the membership from time to
time.
SECTION 2. Voting Rights. The members as described in
SECTION One shall be entitled to one vote per lot. When more than one person
holds an ownership interest or interests in any lot, the vote for such parcel
shall be exercised as they among themselves shall determine, but in no event
shall more than one person be entitled to cast the vote with respect to any
lot. In the event of disagreement among such persons and an attempt by more
than one to cast the vote of such lot, such persons shall not be recognized
and the vote with respect to such lot shall not be counted.
SECTION 3. Termination of Membership. Any member who shall
be in default in the payment of dues for the period described in Article XI
of these By-Laws to comply with the restrictive covenants of record, or fails
to comply with the rules and regulations of the Corporation shall be expelled
from membership by a majority vote of the Board of Directors.
ARTICLE
III. MEETINGS OF MEMBERS
SECTION 1. Annual General Meeting. The Board
of Directors shall call and conduct at least one General Meeting of the
association each year
SECTION 2. Special Meetings. Special meetings of the
members may be called by the President, the Board of Directors, or not less
than one-tenth of the members having voting rights.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Alabama,
as the place of meeting for any annual meeting or for any special meeting
called by the Board of Directors. If no designation is made or if a special
meeting be otherwise called, the place of meeting shall be the registered
office of the corporation in the State of Alabama; but if all of the members
shall meet at any time and place, either within or without the State of
Alabama, and consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be
taken.
SECTION 4. Notice of Meetings. Written notice stating the
place, day and hour of any meeting of members shall be delivered, either
personally or by mail, to each member entitled to vote at such meeting, not
less than ten nor more than fifty days before the date of such meeting, by or
at the direction of the President, or the Secretary, or the officers or
persons calling the meeting. In case of a special meeting or when required by
statute or by these by-laws, the purpose or purposes for which the meeting is
called shall be stated in the notice. 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
address as it appears on the records of the corporation, with postage thereon
prepaid.
SECTION 5. Informal Action by Members. Any action required
by law to be taken at a meeting of the members, or any action which may be
taken at a meeting of members, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members entitled to vote with respect to the subject matter thereof.
SECTION 6. Proxies. At any meeting of members, a member
entitled to vote may vote by proxy executed in writing by the member or by
his duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in
the proxy.
SECTION 7. Manner of Acting. A majority of the votes entitled
to be cast on a matter to be voted upon by the members present or represented
by proxy at a meeting at which a quorum is present shall be necessary for the
adoption thereof unless a greater proportion is required by law or by these
by-laws.
SECTION 8. Voting by Mail. Where Directors or officers are
to be elected by members or any class or classes of members, such election
may be conducted by mail in such manner as the Board of Directors shall
determine.
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. General Powers. The affairs of the corporation
shall be managed by its Board of Directors. Each Director is an Officer and
must be a member of the Association.
SECTION 2. Number, Tenure and Qualifications. The number
of Directors shall be determined by the Board of Directors. Each Director
shall hold office until the next annual meeting of members and until his
successor shall have been elected and qualified. In addition to the Directors
elected by the members, the President of the Highland Crest Ladies Club shall
also be a member of the Board of Directors provided she is a member of the
Corporation.
SECTION 3. Regular Meetings. A regular annual meeting of
the Board of Directors shall be held without other notice than this by—law,
immediately after, and at the same place as, the annual meeting of members.
The Board of Directors may provide by resolution the time and place, either
within or without the State of Alabama,
for the holding of additional regular meetings of the Board without other
notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the President or any two
Directors. The person or persons authorized to call special meetings of the
Board may fix any place, either within or without the State of Alabama,
as the place for holding any special meeting of the Board called by them.
SECTION 5. Notice. Notice of any special meeting of the
Board of Directors shall be given at least two days previously thereto by written
notice delivered personally or sent by mail or telegram to each Director at
his address as shown by the records of the corporation. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegram company. Any Director may waive notice of any meeting. The
attendance of a Director at any meeting shall constitute a waiver of notice
of such meeting, except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting, unless
specifically required by law or by these bylaws.
SECTION 6. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting of
the Board; but if less than a majority of the Directors are present at said
meeting, a majority of the Directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. Manner of Action. The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required by
law or by these by-laws.
SECTION 8. Vacancies. Any vacancy occurring in the Board
of Directors and any directorship to be filled by reason of an increase in
the number of directors may be filled by the affirmative vote of a majority
of the remaining directors, though less than a quorum of the Board of
Directors. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
SECTION 9. Compensation. Directors as such shall not
receive any stated salaries for their services.
SECTION 10. Informal Action by Directors. Any action
required by law to be taken at a meeting of directors, or any action which
may be taken at a meeting of directors, may be taken without a meeting if a
consent in writing setting forth the action so taken, shall be signed by all
of the Directors.
SECTION 11. Authorization for Expenditure of
Association Funds. An action of the Board of Directors is required for
the expenditure of $50.00 or more.
ARTICLE
V. OFFICERS
SECTION 1. Officers. The officers of the corporation shall
be a President, Vice President/President Elect, a Secretary, a Treasurer, the
Immediate Past President and all other officers as elected in accordance with
the provisions of this Article. The Board of Directors may elect or appoint
such other officers, including one or more Assistant Secretaries and one or
more Assistant Treasurers, as it shall deem desirable, such officers to have
the authority and perform the duties prescribed, from time to time, by the
Board of Directors.
SECTION 2. Election and Term of Office. The officers of
the corporation shall be elected annually by the membership of the
Corporation at the regular annual meeting of the membership. The Board
of Directors shall nominate the slate of officer nominees for the following
year. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. New
offices may be created and filled at any meeting of the Board of Directors.
Each officer shall hold office until his successor shall have been duly
elected and shall have qualified.
SECTION 3. Removal. Any officer elected or appointed by
the membership may be removed by the membership whenever in its judgment the
best interest of the corporation would be served thereby.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal
executive officer of the corporation and shall in general supervise and
control all of the business and affairs of the corporation. He shall preside
at all meetings of the members and of the Board of Directors. He may sign,
with the Secretary or any other proper officer of the corporation authorized
by the Board of Directors, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these by-laws or by statute to some other
officer or agent of the corporation; and in general he shall 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.
SECTION 6. Vice President-President Elect. In the absence
of the President or in event of his inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order of their election) shall perform the duties of the
President, and while so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President shall perform
such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. The Vice President shall be the
President of the Corporation for the succeeding year after service as Vice
President.
SECTION 7. Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine. He shall have charge and custody of and be responsible for
all funds and sureties of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provision of Article VII of these by-laws; and in general perform all the
duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.
SECTION 8. Secretary. The Secretary shall keep the minutes
of the meetings of the members and of the Board of Directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these by—laws or as required by law; be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution
of which on behalf of the corporation under its seal is duly authorized in
accordance with the provisions of these by—laws; keep a register of the
post-office address of each member which shall be furnished to the Secretary
by such member; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
SECTION 9. Immediate Past President. The
outgoing President shall serve as Immediate Past President to assure
continuity of leadership.
ARTICLE
VI. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents of the corporation, in addition to
the officers so authorized by these bylaws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
SECTION 2. 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 corporation, shall be signed by the President and
the Treasurer of the corporation 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 or an Assistant Treasurer and countersigned by the
President or a Vice President of the corporation.
SECTION 3. Deposits. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.
SECTION 4. Gifts. The Board of Directors may accept on behalf
of the corporation any contribution, gift, bequest or devise for the general
purposes or for any special purpose of the corporation, unless such gift is
real estate. In the event such gift is real estate, then the gift may only be
accepted by a vote of the membership at a special meeting.
ARTICLE
VII. BOOKS AND RECORDS
The corporation shall
keep correct and complete books and records of account and shall also keep
minutes of the proceedings of its members, Board of Directors and committees
having any of the authority of the Board of Directors, and shall keep at its
registered or principal office a record giving the names and addresses of the
members entitled to vote. All books and records of the corporation may be
inspected by any member, or his agent or attorney, for any proper purpose at
any reasonable time.
ARTICLE
VIII. FISCAL YEAR
The fiscal year of the
corporation shall begin on the first day of January and end on the last day
of December in each year.
ARTICLE
IX. DUES
SECTION 1. Annual Dues. The members may determine from
time to time the amount of initiation fee, if any, and annual dues payable to
the corporation by members.
SECTION 2. Payment of Dues. Dues shall be payable in
advance on the first day of January in each fiscal year. Dues of a new member
shall be prorated from the first day of the month in which such new member is
elected to membership, for the remainder of the fiscal year of the
corporation.
ARTICLE
X. SEAL
The Board of Directors shall provide a corporate seal, which
shall be in the form of a circle and shall have inscribed thereon the name of
the corporation and the words “Corporate Seal.”
ARTICLE
XI. WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of the Alabama Nonprofit Corporation Act or under the provisions
of the articles of incorporation or the by—laws of the corporation, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE
XII. AMENDMENTS TO BY-LAWS
These By-Laws altered, amended or repealed and new by-laws
may be adopted by a majority of the Directors present at any regular meeting or
at any special meeting, if at least two days’ written notice is given of
intention to alter, amend or repeal or to adopt new by—laws at such meeting.
RATIFICATION OF BY-LAWS
These By-Laws are ratified and approved by the Board of
Directors as of this date, May 11, 2004.
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