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Bylaws
of
Hallmark Homeowners
Association
ARTICLE I
Name and Location
Section 1.1 |
The name of this organization is the Hallmark Homeowners Association,
Inc., a non‑profit corporation, hereinafter referred to as the
"Association." The principal office of the Association shall be located at
Columbia, South Carolina, but meetings of members and directors may be
held at such places within the State of South Carolina, County of
Lexington, as may be designated by the Board of Directors. |
ARTICLE II
Section 2.1 |
- The objectives and purposes of the
Association shall be to:
- Maintain and enjoy an organization,
not for profit, for the welfare of its members, and to protect the
integrity of the values of the properties within the residential area
known as the Hallmark Subdivision (hereinafter “Hallmark”).
- Maintain and enhance the
residential character of Hallmark.
- Promote and encourage compliance
with existing Restrictive Covenants.
- Encourage preservation of the
environment and promote recycling activities.
- Provide a collective voice with
respect to civic matters affecting the community.
- Promote and encourage compliance
with safety and crime watch.
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ARTICLE III
Definitions
Section 3.1 |
“Association” shall mean and refer to the
Hallmark Homeowners Association, Inc., its successors and assigns. |
Section 3.2 |
“Properties” shall mean and refer to that certain real property described
in the Restrictive Covenants, and such additions thereto as may hereafter
be brought within the jurisdiction of the Association. |
Section 3.3 |
“Common Area “ shall mean all real property owned by the Association for
the common use and enjoyment of the Owners |
Section 3.4 |
“Lot” shall mean and refer to any separately numbered plot of land shown
upon any recorded subdivision map of the Properties with the exception of
the Common Area. |
Section 3.5 |
“Owner” shall mean and refer to the record owner, whether one or more
persons or entities, of the fee-simple title to any Lot which is a part of
the Properties, including contract sellers, but excluding those having
such interest merely as security for the performance of obligation. |
Section 3.6 |
“Declarant”
shall mean and refer to Hallmark Corporation,
its successors and assigns, if Declarant shall make an express conveyance
of its rights as developer hereunder to such successor or assign.
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Section 3.7
Section
3.8
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“ Declaration” shall mean and refer to the Declaration of
Restrictive Covenants, applicable to the Properties recorded in the Office
of the Clerk of Court for Lexington County, South Carolina.
“Member” shall mean and refer to every person or entity that holds
membership with voting rights in the Association.
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ARTICLE IV
Membership
and Voting Rights
Section 4.1 |
Every Owner of a lot is eligible to become a member of the Association.
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Section 4.2 |
The Association shall have one (1) class of voting membership known as
class “A” Members. Class A Members shall exclude the Declarant. Class A
Members shall be entitled to one (1) vote for each Lot owned. When more
than one person holds an interest in any Lot, all such persons shall be
Members. The vote for such Lot shall be exercised as they among themselves
determine, but in no event shall more than one (1) vote be cast with
respect to any Lot.
Only Members in good standing, as
defined in Section 9.3, shall be permitted to vote at any meetings on any
issue. |
ARTICLE V
Meeting of Members
Section 5.1 |
Annual Meetings.
The first annual meeting of the Members shall be held within one year from
the date of incorporation of the Association, and each subsequent regular
meeting of the Members shall be held on the same day of the same month of
each year thereafter, at the hour of 10:00 o’clock A.M. If the day for the
annual meeting of the members is a legal holiday, the meeting will be held
at the same hour on the first day following which is not a legal holiday.
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Section 5.2 |
Special Meetings.
Special meetings of the members may be called at any time by the President
of the Association or by the Board of Directors, or upon written request
(electronic or hardcopy) of twenty five percent (25%) of all of the
Members of the Association. |
Section 5.3 |
Notice of Meetings.
Written notice (electronic or hardcopy) of each meeting of the Members
shall be given by, or at the direction of the Secretary of the Association
or a person authorized to call the meeting, by mailing a copy of such
notice, postage prepaid, at least fifteen (15) days before such meeting to
each Member entitled to vote thereat, addressed to each
Member’s address last appearing on the books of the Association, or
supplied by such Member to the Association for the purpose of notice. Such
notice shall specify the location, day and time of the meeting, and in the
case of a special meeting, the purpose of the meeting.
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Section 5.4 |
Quorum. A
majority of Members entitled to cast votes and of proxies entitled to cast
votes shall constitute a quorum for any action.
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Section 5.5 |
Proxies.
At all meetings of Members, each Member may vote in person or by proxy.
All proxies shall be in writing and filed with the Secretary of the
Association. Every proxy shall be revocable and shall automatically cease
upon conveyance by the member of his or her Lot. |
ARTICLE VI
Board of
Directors
Section 6.1 |
The President, Vice President, Secretary
and Treasurer of the Association shall, ex officio, be members of the
Board of Directors. |
Section 6.2 |
The Board of Directors shall consist of the four
(4) officers described in Section 6.1 and five (5) additional Directors.
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Section 6.3 |
President: Shall preside at all meetings
of the Association and Board of Directors. He/she
shall promote the activities of the Association and perform such other
duties as are incident to the office.
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Section 6.4 |
Vice-President: Shall preside at all
meetings and perform the duties of the President in his/her
absence, and shall perform such other duties as may be designated from
time to time by the President.
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Section 6.5 |
Secretary: Shall keep an accurate record
of all regular, special, and Board of Directors meetings, act as custodian
of official records of the Association, and issue notices of all meetings
to the Board and to the members, as required.
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Section 6.6
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Treasurer: Shall receive all funds of the
Association, shall be responsible for paying bills, shall keep records of
all receipts and expenditures, shall provide a current list of dues-paying
members to the Secretary, and shall issue financial reports and file tax
documents as required on behalf of the Association.
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Section 6.7 |
Powers and duties of the Board of Directors:
(a) The Board of
Directors shall have all the powers and duties necessary for the
administration of the affairs of the Association. All powers of the
Association, except those specifically granted or reserved to the members
by law, the Articles of Incorporation, or these Bylaws shall be vested in
the Directors of the Association.
(b
All checks shall be signed by two
Board members as authorized by the Board of Directors, and any expenditure
exceeding Two Hundred Dollars ($200.00) above the budgeted amount must be
approved by a majority vote at a regular or special meeting.
(c)
The Board of Directors shall appoint such committees or area
representatives as it deems necessary to carry out the objectives and
purposes set forth in Article II, and conduct studies and formulate
appropriate recommendations concerning various facets of the Association's
affairs. Responsibility for actions taken as a result of such
studies and recommendations shall not rest on the committees themselves,
but shall remain unequivocally vested in the Board.
(d
Declare the office of a member of the Board of Directors to be vacant in
the event such a member shall be absent from three (3) consecutive regular
meetings of the Board of Directors.
(e)
Employ a manager, an independent contractor, or such other employees as
they deem necessary, and to prescribe their duties. Any person employed
having financial responsibilities, shall be required to be bonded.
(f)
Cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the Members at the annual meeting of
the Members, or at any special meeting when such statement is requested in
writing by one-fourth (1/4) of the Members who are entitled to vote.
(g
Procure and maintain adequate liability and hazard insurance on property
owned by the Association.
(h
Cause all officers or employees having fiscal responsibilities to be
bonded, as it may deem appropriate.
(i)
Cause the Common Area to be maintained.
(j)
Cause an annual budget to be prepared for their review and approval prior
to subsequent presentation to the Association membership. |
Section 6.8 |
No Officer or Director shall receive
compensation for any service he/she may
render to the Association. |
ARTICLE VII
Nomination
and Election of Officers and Directors
Section 7.1 |
Nomination.
Nomination for election to the Board of Directors shall be made by a
Nominating Committee. Nominations may also be made from the floor at the
annual meeting of Members. The Board of Directors shall appoint a
Nominating Committee of at least five (5) Members of the Association who
shall nominate a slate of Officers and Directors for the election at the
annual meeting. The Nominating Committee shall be appointed by the Board
of Directors prior to each annual meeting of the members, to serve from
the close of such annual meeting until the close of the next annual
meeting and such appointment shall be announced at each annual meeting.
The Nominating Committee shall make as many nominations for election to
the Board of Directors as it shall in its discretion determine, but not
less than the number of vacancies that are to be filled. |
Section 7.2
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Election.
Election to the Board of Directors shall be by secret written ballot. At
such election the Members or their proxies may cast, in respect to each
vacancy, as many votes as they are entitled to exercise under the
provisions of Article IV, Section 4.2 of these Bylaws. The persons
receiving the largest number of votes shall be elected. Cumulative voting
is not permitted. |
Section 7.3 |
The term of each Officer and Director will commence immediately after
election and each shall serve his/her
term until his/her successor is elected
or appointed (as described in Section 7.4).
(a) The
term of office for all Officers and Directors shall be for two (2) years
except for those elected in the year 2006.
(b) Beginning
with the election in 2006, the President and Secretary shall be elected in
even numbered years.
(c) Beginning
with the election in 2006, the Vice-President and Treasurer shall be
elected for a one-year term, and thereafter shall be elected for a
two-year term in odd numbered years.
(d) Beginning
with the election in 2006, three Directors shall be elected in even
numbered years.
(e) Beginning
with the election in 2006, two Directors shall be elected for a one-year
term, and thereafter shall be elected for two-year terms in odd numbered
years. |
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Section 7.4 |
Any member of the Board of Directors may be removed with cause by a
majority vote of those members present at any regular or special meeting
of the Association. Vacancies occurring on the Board of Directors
due to illness, death, resignation, or removal of a member shall be filled
by appointment by the Board to complete the term of the vacated position.
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Section 7.5 |
When more than one person holds an interest in any lot, only one person
per lot may be elected to the Board of Directors |
ARTICLE VIII
Meetings of the
Board of Directors
Section 8.1 |
Regular Meetings.
Regular meetings of the Board of Directors shall be held monthly or
bi-monthly without notice, at such place and hour as may be fixed from
time to time by resolution of the Board. Should said meeting fall upon a
legal holiday, then that meeting shall be held at the same time on the
next day which is not a legal holiday. |
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Section 8.2 |
Special Meetings.
Special meetings of the Board Directors may be called by or at the request
of the President or any four (4) Directors, after not less than three (3)
days notice to each Director.
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Section 8.3 |
Quorum.
A majority of the number of Officers and Directors (vacancies excluded)
shall constitute a quorum for the transaction of business. Every act or
decision done or made by a majority of the Officers and Directors present
at a duly held meeting at which a quorum is present shall be regarded as
the act of the Board.
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ARTICLE IX
Dues and
Contributions
Section 9.1 |
Effective May 9, 2006, the annual dues shall be
$30.00 per household, and shall be payable within the first quarter of the
Association's fiscal year of January 1 - December 31. |
Section 9.2 |
No discounts or refunds will be made for
partial-year memberships. |
Section 9.3 |
Dues must have been paid for the current fiscal year for a member to be in
good standing and permitted to vote at any meeting. |
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ARTICLE X
Disposition
of Assets Upon Dissolution
Section 10.1 |
In the event of dissolution of the Association,
all unobligated funds shall be given and distributed to other civic
organizations with objectives and purposes similar to those of the
Association. |
Section 10.2 |
Distribution of the
unobligated assets shall be determined by the Board in accordance with
Section 10.1. |
ARTICLE XI
Amendments
Section 11.1
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These Bylaws may be amended
by a majority vote of those Members present at any regular or special
meeting of the Association, provided:
(a) The
amendment was submitted in writing at a previous regular or special
meeting, or
(b) The
amendment was submitted to the membership in writing at least five (5)
days prior to any meeting at which the amendment will be voted on. |
ARTICLE XII
General
Section 12.1 |
All meetings of the Association and of the Board of Directors shall be
conducted in accordance with "Robert's Rules of Order Revised" except
where they conflict with these Bylaws, in which case the Bylaws shall
prevail.
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Section 12.2 |
The Bylaws, books, and records of the Association shall be available for
inspection by any Member during regular business hours. |
ARTICLE XIII
Effective
Date of Bylaws
Section 13.1 |
Effective May 9, 2006,
these Bylaws constitute all existing Bylaws of this Association. |
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