These are the bylaws of The Lakes as filed with Lafayette County, July, 2007
The Lakes of Lafayette County Home Owners Association
These are the Bylaws of The Lakes of Lafayette County Home Owners Association, Inc. (herein referred to at times as the “Association”), a nonprofit corporation organized and existing under the laws of the state of Mississippi.
ARTICLE 1. OFFICES
Section 1.01 Principal Office. The principal office of the Association shall be located at Lafayette County, Mississippi. The Association may have such other offices as the Board of Directors may designate or as the business of the Association may require from time to time.
ARTICLE 2. MEMBERS
Section 2.01 Membership. The members of the Association shall be the Owners of the Lots, as those terms are defined in the latest adopted Covenants of The Lakes Subdivision, as recorder in the land records in the office of the Chancery Clerk of Lafayette County, Mississippi.
Section 2.02 Annual Meeting. The annual meeting of the members shall be held on the second Monday in the month of June in each year at the hour of 7:00 o’clock p.m. for the purpose of electing directors, or at such other date or time as may be fixed by the Board of Directors. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be held.
Section 2.03 Special Meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board of Directors, and shall be called by the president at the request of the Owners of not less than fifty percent (50%) of Lots who are entitled to vote at the meeting.
Section 2.04 Place of Meeting. The Board of Directors may designate any place within Lafayette County, Mississippi, unless otherwise prescribed by statute, as the place of the meeting for any annual meeting or for any special meeting of the members.
Section 2.05 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than thirty (30) nor more than sixty (60) days before the date of the meeting, either personally or by mail, or at the direction of the president of the Board of Directors to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his address as it appears on the membership records of the Association, with proper postage thereon prepaid.
Section 2.06 Voting List. The officer or agent having charge of the membership records of the Association shall make a complete list of the members entitled to vote at each meeting of the members or adjournment thereof, arranged in alphabetical order. Members of the Association, including officers and members of the board, who are delinquent in annual membership assessments, or any such other assessments, shall have their voting rights suspended until such assessments are made current. The members’ list shall be available for inspection by any member beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting at the Association’s principal office or at the place identified in the meeting notice. A member, his agent or attorney shall be entitled on written demand to inspect and to copy the list, during regular business hours and at his expense, during the period it is available at the meeting, and any member, his agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment thereof.
Section 2.07 Quorum. The Owners of at least fifteen percent (15%) of the Lots who are entitled to vote, computed by votes per Lot as provided in Section 2.10, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than a quorum is presented at a meeting, a majority of the Owners so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 2.08 Proxies. A member may vote either in person or by proxy. A member may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney in fact. An appointment of proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. The appointment shall be for eleven (11) months unless a longer period is expressly provided in the appointment form. The death or incapacity of the member appointing a proxy will not affect the right of the Association to accept the proxy’s authority unless notice of such death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.
Section 2.09 Membership Classes. There shall be but one (1) class of membership having one (1) vote per Lot. Should there be a single person or entity owning in the aggregate, more than fifty percent (50%) of the Lots (a “Majority Owner”) they shall have one (1) vote per Lot.
Section 2.10 Voting. No Owner nor entity shall be entitled to more than one (1) vote per Lot.
Section 2.11 Voting Where Lot Owned by More than One Member. In the event that more than one person or entity owns an interest in the same Lot, then each such person or entity shall be a member of the Association, but they shall have among them a single vote per Lot owned. Such members shall determine among themselves how their single vote shall be cast. If only one such member is present at a meeting in person or by proxy, such member’s vote shall be binding on the other co-owners of the Lot who are not present. If more than one such member is present at a meeting in person or by proxy, all such members must cast their single vote together.
Section 2.12 Voting by Members Where a Lot is Mortgaged. Where a Lot is mortgaged, the mortgagor shall be entitled to vote until title to the mortgaged Lot has been transferred into the name of the mortgagee or other third party by foreclosure or other conveyance and duly recorded.
Section 2.13 Cumulative Voting. Cumulative voting shall not be permitted. Unless otherwise provided by law, at each election for directors every member entitled to vote at such election shall have the right to vote, in person or by proxy, the number of Lots owned by such member. Each member shall cast only one (1) vote per ballot per Lot, and may vote for as many directors as set forth in Section 3.02.
Article 3. BOARD OF DIRECTORS
Section 3.01 General Powers. The business and affairs of the Association shall be managed under the direction of its Board of Directors. Committee(s) shall identify and suggest policy to the Board of Directors for approval. Committee(s) shall report directly to the president of the Association. Changes and/or alterations to these Bylaws shall be made only by a majority vote of seventy-five percent (75) of eligible members.
Section 3.02 Number, Tenure and Qualification. The number of directors shall be five (5). Each director shall hold office until the next annual meeting of the membership or until his successor shall have been elected. The president of the Association shall serve as the Chairman of the Board of Directors. The president, as Chairman of the Board of Directors, shall vote only in the event there is a tie vote, and only to break that tie vote. A member of the Board of Directors may be removed from office should they be absent from two (2) consecutive meetings, and should they be absent from three (3) or more meetings in any one calendar year. A member of the Board of Directors may be removed from office should they become delinquent in any Association assessment(s). Removal from office shall be by majority vote of the Board.
Section 3.03 Regular Meetings. A regular annual meeting of the Board of Directors may be held without notice 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 for the holding of additional regular meetings without notice other than such resolutions.
Section 3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, or by any three (3) directors. Special meetings shall be held at the place fixed by the Board of Directors for the holding of such meetings, or if no such place has been fixed, then at the principal business office of the Association.
Section 3.05 Notice. Notice of any special meeting shall be given at least ten (10) days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telecopier. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his address as it appears on the membership records of the Association, with proper postage thereon prepaid. If notice is given by telecopier, such notice shall be deemed to be delivered when the telecopier is received. Any director may waive notice of any meeting. The attendance of a director at a 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 Association business because the meeting is not lawfully called or convened.
Section 3.06 Quorum. A majority of the number of directors fixed by Section 2 of this Article 3 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority be present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Except as otherwise specifically provided by these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3.07 Telephonic Meeting. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct a meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 3.08 Action Without a Meeting. Action required or permitted to be taken at the Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall be effective when the last director signs the consent, unless the consent specifies a different effective date.
Section 3.09 Resignation. A director may resign at any time by delivering written notice to the Board of Directors, is Chairman or to a the Association. A resignation shall be effective when notice is delivered, unless the notice specifies a later date.
Section 3.10 Vacancies. Any vacancy occurring on the Board of Directors or any directorship to be filled by any reason of an increase of the numbers of directors shall be filled by election at a special meeting of the members called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 3.11 Compensation. Directors shall not be compensated for their service.
Section 3.12 Presumption of Assent. A director of the Association who is present at a meeting of the Board of Directors at which action on any matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Association within 24 hours after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE 4. DIRECTOR’S OTHER INTEREST
Section 4.01 Disclosure of Interest. A director or officer who is in any way, whether directly indirectly or potentially interested in a contract, proposed contract or other arrangement which is being considered by the Association, shall forthwith declare the nature of his interest to the Association and the members and shall give full details of the interest (including details of its extent) in writing.
Section 4.02 Competing Contracts.
a) No contract or transaction between the Association and one or more of its directors or officers, or between the Association and any other entity in which one or more of the Association’s directors or officers have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board which authorized the contract for such purpose, if;
1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or known to the Board of Directors, and the Board in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or,
2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or known to the members entitled to vote, and the members in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the members; or,
3) the contract or transaction is fair as to the Association as to the time it is authorized, approved or ratified, by the Board of Directors on Members.
b) 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.
ARTICLE 5. OFFICERS
Section 5.01 Number. The officers of the Association shall be a president, a vice president, a secretary and a treasurer, each of whom shall be elected by and serve at the discretion of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) offices may be held by the same person. An officer may be removed at any time by a majority vote of the Board of Directors.
Section 5.02 Election and Term of Offices. The officers shall be elected as and when required by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 5.03 Resignation.
a) An officer may resign at any time by delivering notice to the Board of Directors. A resignation shall be effective when the notice is delivered, unless the notice specifies a later date. If a resignation is made at a later date and the Board of Directors accepts the future effective date, it may fill the pending vacancy before the effective date if the successor does not take office until the effective date.
b) Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
c) Election or appointment of any officer or agent shall not create any contract rights.
Section 5.04 Vacancies. A vacancy in office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.
Section 5.05 President. The president shall be the chief executive officer of the Association, shall serve as the Chairman of the Board of Directors and, subject to the control of the Board of Directors, shall have general supervision and control of the business and affairs of the Association. He shall, when present, preside at all meetings of the members and of the Board of Directors. He may execute in the name of the Association any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other office or agent of the Association, or shall be required by law to be otherwise signed or executed. The president, in general, shall perform all duties incident to the office of the president and such other duties as may prescribed by the Board of Directors from time to time.
Section 5.06 Vice President. In the absence of the president or in the event of his death, inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president. The 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.
Section 5.07 Secretary. The secretary shall (a) keep the minutes of the proceedings of the members and of the Board of Directors in one or more books maintained for that purpose, provided that any member’ or Board of Directors’ meeting another person present may be designated by the presiding officer to keep the minutes of that meeting; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; however, if the secretary declines or fails to do so, the notice may be given by any other officer or director; (c) be custodian of the corporate records and of the seal of the Association, if any; (d) keep a register of the mailing address of each member; (e) have general charge of the membership records of the Association; and (f) 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 5.08 Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Association and shall receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks and depositories as shall be selected in accordance with the provisions of Article 6 of these Bylaws and, in general, perform all 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 5.09 Compensation. The officers of the Association shall not be compensated for their service.
ARTICLE 6. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 6.01 Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 6.02 Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 6.03 Checks, Drafts, etc. All checks, drafts, or other orders or payment of money, notes or other evidence of indebtedness issued in the name of the Association shall require two (2) signatures; 1) the treasurer of the Association and, 2) a member of the Board of Directors, as designated by the Board.
Section 6.04 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks and depositories as the Board of Directors may select.
ARTICLE 7. FISCAL YEAR
The fiscal year of the Association shall be the calendar year.
ARTICLE 8. INDEMNIFICATION
Section 8.01 Indemnification of Officers and Directors. Except as otherwise provided in this Article 8, the Association shall, and by enactment of this Article 8 does, fully indemnify every person who was or is or becomes a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, and specifically including but not limited to any action or proceeding by or in the right of the Association) by reason of the fact that he is or was an officer or director of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, company, trust or other enterprise, against any and all liabilities and reasonable expenses, including attorney’s fees, incurred by him in connection with or resulting from any such threatened, pending or completed action, suit or proceeding. As used in this Article 8, in words “liabilities” and “expenses” specifically shall include, but not by way of limitation, all proper costs, expenses, disbursements and attorney’s fees, and any and all judgments, fines and penalties, as well as any amounts paid in settlement. The Association shall not, and does not, however, indemnify any person against any liability or expenses incurred in connection with or resulting from any action or omission as to which such person knowingly and intentionally acted other than in good faith, or knowingly and intentionally acted in opposition to the best interest of the Association, or, in the case of criminal action or proceeding, knowingly and intentionally acted in an unlawful manner.
Section 8.02 Standard of Conduct. Should any question arise as to whether a person has met the standard of conduct required for indemnification under this Article 8, such question may be resolved only by agreement between the person and the Association, or by a separate action brought in a court of competent. As to each person who is or was a director or officer of the Association, it shall be presumed that he is entitled to full indemnification by the Association unless and until such court finally should adjudge to the contrary, and the burden of proving that a present, former or future director or officer is not entitled to full indemnification by the Association shall be upon the Association.
Section 8.03 Payment of Expenses in Advance. Expenses, including reasonable attorney’s fees, incurred by any present, former or future officer or director of the Association in defending against any threatened, pending or completed action, suit or proceeding mentioned in Section 8.01 above, shall be paid by the Association as and when incurred, if (a) the officer or director furnishes the Association a written affirmation of his good faith belief that he has met the standard of conduct described in Section 8.02 above; (b) the officer or director furnishes the Association a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this article. The undertaking of the officer or director to repay the advance if it is ultimately determined that he did not meet the standard of conduct must be an unlimited general obligation of the officer, director or incorporator, but need not be secured and may be accepted without reference to financial ability to make repayment. Should there ultimately be a final determination in the manner specified in Section 8.02 above that the person is not entitled to indemnification under this Section 8, then such person shall reimburse the Association for the expenses, including attorney’s fees, so paid.
Section 8.04 Settlement. There shall be no indemnification pursuant to this Article 8 with respect to any amount paid or agreed to be paid in settlement of a threatened, pending or completed action, suit or proceeding, unless the settlement be approved by the Board of Directors as being reasonable and appropriate.
Section 8.05 Indemnity Not Exclusive. The indemnification provided in this Article 8 shall not be deemed exclusive of any other rights, privileges or benefits to which any person may be entitled by law, or by virtue of any agreement, bylaws, vote of stockholders, or otherwise. The indemnification afforded by this Article 8 shall inure to the benefit of the respective heirs, legatees, devisees, personal representatives, successors and assigns of the present, former, and future directors and officers of the Association.
Section 8.06 Unenforceability and Severability. Should any one or more of the provisions in this Article 8 be determined to be unenforceable or partially unenforceable because of any regulation, statute, rule of law or otherwise, each such provision automatically shall be amended so as to conform to the applicable regulation, statute or rule of law and still provide the maximum degree of indemnification permitted thereby. Any determination that any provision of this Article 8 is enforceable or partially enforceable shall be made only after taking into consideration all pertinent facts and circumstances, including but not limited to the fact that these Bylaws will be presented to the members of the Association and hereafter may be amended, revised and supplemented only by the members if they so desire. Should any one of the provisions in this Article 8 be determined to be unenforceable or partially unenforceable, such determination shall not affect the remaining provisions in this Article 8; instead, the remaining provisions shall be severable, and shall be and remain in full force and effect.
Section 8.07 Nature of Indemnification. The indemnification afforded by this Article 8 is intended to be, and shall be construed as being, an indemnification against liability, and not merely an indemnification against loss or damage.
Section 8.08 Amendment. Any future amendment of any provisions in this Article 8 shall operate retroactively so as to not diminish any person’s entitlement to indemnification against any liability or expenses incurred in connection with or resulting from any act or omission occurring prior to the amendment.
ARTICLE 9. CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall have inscribed therein the name of the Association and the words “Corporate Seal”.
ARTICLE 10. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Association under the provisions of these Bylaws or applicable law, 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 11. AMENDMENT OF BYLAWS
The power to add to, alter, amend or repeal the Bylaws of the Association shall be vested in the members of the Association. The Board of Directors shall have no power to add, alter, amend or repeal the Bylaws, whether in whole or in part.
Adopted by The Lakes of Lafayette County Board of Directors on 10 July, 2007.
Charlene Ott, member
Angie Davis, member
Lanny Garell, member
Beth Martin, member
Yvonne Vance, member
Hal Stoen, chairman
This day personally appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named, Hal Stoen, as Chairman of The Lakes of Lafayette County Board of Directors, who acknowledged that he signed and delivered the above and foregoing Bylaws of The Lakes subdivision, on the day and year therein mentioned on behalf of said entity after first being authorized so to do,
Given under my hand and official seal on this, the ____ day of __________, 2007