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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

  1. The objectives and purposes of the Association shall be to:
  2. 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”).
  3. Maintain and enhance the residential character of Hallmark.
  4. Promote and encourage compliance with existing Restrictive Covenants.
  5. Encourage preservation of the environment and promote recycling activities.
  6. Provide a collective voice with respect to civic matters affecting the community.
  7. Promote and encourage compliance with safety and crime watch.

 

 

 

 

 

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.

 

Section 3.7

 Section 3.8

 

“ 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.

 

ARTICLE IV 

Membership and Voting Rights

Section 4.1

Every Owner of a lot is eligible to become a member of the Association.


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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

Section 6.6   

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.

 

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

 

 

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.

 

 


 

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.

 

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.

 

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.

 

 

 

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.

 

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.

 

 


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

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.

 

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.