Bylaws

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

principle office of the Association shall be located at Columbia, South Carolina,

but 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

Objectives and Purpose

Section 2.1 The objectives and purposes of the Association shall be to:

(a) Maintain and enjoy an organization, not for profit, for the welfare of its

its members, and to protect the integrity of the values of the properties

within the residential area known as the Hallmark Subdivision (hereinafter referred to “Hallmark”).

(b) Maintain and enhance the residential character of Hallmark.

(d) Encourage preservation of the environment and promote recycling

activities.

(e) Provide a collective voice with respect to civic matters affecting the

community.

(f) 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

bought within the jurisdiction of the Association.

Section 3.3 “Common Area” shall mean the real property located at the end of Century Drive for 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 assigns.

Section 3.7 “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.

Section 3.8 “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 “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 in the

first quarter of the Association’s fiscal year of January 1- December 31.

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 hard copy) of 25% of all the Members

of the Association.

Section 5.3 Notice of Meetings. Written notice (electronic or hard copy) of each Annual

Meeting or Special Meeting shall be given, by the Board of Directors, at least

fifteen (15) days before such meeting. The location, day and time of the

meeting must be included. In the case of a Special Meeting, the purpose of the

meeting must also be given.

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 any 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 three (3) additional Directors.

Section 6.3 The 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 The 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 The 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 requested

Section 6.6 The 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

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.

All checks shall be signed by the Treasurer, except in the event Treasurer is

unavailable, checks can be signed by either the President or Vice-President.

Any single expenditure over One Thousand Dollars ($1000.00) requires prior

approval of the Board before purchase can be made.

Approval by the Board of a single expenditure over One Thousand

Dollars ($1000.00) automatically grants release of funds for said expenditure.

The Board of Directors shall appoint such committees or 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.

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.

Cause to be kept a complete record of all its acts and affairs and to present a

statement thereof to the Members at the Annual Meeting, or any Special

Meeting when such statement is requested in writing by one-fourth (1/4) of the

Members who are entitled to vote.

Cause the Common Area to be maintained.

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. Reimbursements for materials and/or supplies

purchased on behalf of the Association, however, are allowed.

ARTICLE VII

Nomination and Election of Officers and Directors

Section 7.1 NOMINATIONS. All nominations for election to the Board of Directors and

for Officers shall be made from the floor, or by proxy, at the Annual

Meeting of the Members.

Section 7.2 ELECTION. Election of the Board Members and Officers shall be by written

ballot. At such election, the Members or their proxies may cast their vote in

accordance with Article IV, Section 4.2 of these Bylaws. In cases of only one

person being nominated, the vote shall be taken by a show of hands.

Cumulative voting is not permitted.

Section 7.3 The term of each Officer and Director shall be for two (2) years and will commence immediately after the 2023 election. Each shall serve his/her term until his/her successor is elected or appointed (as described in Section 7.4).

Section 7.4 Any member of the Board 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, unless prevented by some natural disaster or pandemic, for instance, shall be held at least monthly or bi-monthly without notice, at such place and hour as may be fixed from time to time by the Board.

Section 8.2 Special Meetings. Special meetings of the Board of Directors may be

called by or at the request of the President or any two (2) Directors, after not less than three (3) days notice (electronic or hard copy) 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 with the Annual Meeting of 2023, the annual dues may be modified

by membership vote at the Annual Meeting.

The current annual dues are $30.00 per household.

Annual dues shall be payable within the first quarter of the Association’s

Fiscal year of January 1 – December 31.

Individual contributions (donations) may be made to and collected by the

Board of Directors for specific projects and purposes only, and at any time

During the year.

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 organizations as determined by the Board with

objectives and purposes similar to those of the Association.

ARTICLE XI

Amendments

Section 11.1 These Bylaws may be amended at any time by a majority vote of the Board of

Directors. A hard copy of the amendment shall be made available at the Annual Meeting.

ARTICLE XII

Section 12.1 All meetings of the Association and of the Board of Directors shall be conducted

In accordance with “Roberts 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 upon fifteen (15) days prior notice (electronic or hard copy) to the President.

ARTICLE XIII

Effective Date of Bylaws

Section 13.1 Effective May 6, 2023, these Bylaws will supersede all preceding Bylaws of this

Association.