BYLAWS
OF
HUNTCLIFF RESIDENT HOMEOWNERS’ ASSOCIATION, INC.



ARTICLE I
NAME AND DEFINITIONS

Section 1. Name. The name of the Association shall be Huntcliff Resident Homeowners’ Association, Inc. (hereinafter sometimes referred to as the “Association” or HRHA).

Section 2. Definitions. The words used in these Bylaws shall, have the definitional meaning set forth herein.



ARTICLE II
MEMBERSHIP

Section 1. Membership. Every person or entity who is a record Owner of a fee simple estate or life estate in any lot of Huntcliff Subdivision, Dean Road, Gwinnett County, Georgia, shall be eligible for membership in the Association. Any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a Member. The Association shall have three (3) classes of membership; Full-Facilities Membership, Huntcliff Community Membership, and Associate Facilities Membership. Throughout these Bylaws, “Facilities Membership” shall mean Full-Facilities Membership and Associate Facilities Membership, collectively.

Section 2. Full Facilities Membership. Every person who is the owner of a lot within Huntcliff subdivision shall have the right, but not the obligation, to join the Association as a Full-Facilities Member upon making an application to the Association, payment of a membership fee, if any, set by the Board. Huntcliff Community Membership shall be a prerequisite to the requirement for Full-Facilities Membership.

(a) Use Privileges. A Full-Facilities Membership shall entitle the Full-Facilities Member and his or her family to use the swim and tennis facilities, subject to the rules and regulations for use of these facilities adopted by the Board.

(b) Voting. Each Full-Facilities Member shall have one equal vote per household on all issues brought to a vote of the Association.

Section 3. Community Membership. Every person who is the owner of a lot within Huntcliff subdivision shall have the right, but not the obligation, to join the Association as a Community Member upon making an application to the Association and upon payment of a membership fee, if any, set by the Board, and execution and recording of a document. Such membership shall be permanent and shall pass with ownership of the member’s Huntcliff subdivision lot.

(a) Use Privileges. A Community Membership shall entitle the Community Member and his or her family to use the common areas. The Community Member is to participate in activities and interests concerning or relating to the Community.

(b) Voting. Each Community Member shall be entitled to one (1) equal vote per household; providing, however, that Community Members shall be entitled to vote only on issues relating to the Community and excluding issues concerning the Facilities.

Section 4. Associate Facilities Membership. The Association may accept applications for Associate Facilities Membership from persons who own property in the community at large or who rent or lease property within the Huntcliff subdivision, provided such persons are not owners of any lot with Huntcliff subdivision, upon application and upon payment of a membership fee set by the Board.

(a) Use Privileges. An Associate Facilities Membership shall entitle an Associate Facilities Member and his or her family to membership in the Association, subject to the rules and regulations adopted by the Board.

(b) Voting. Each Associate Facilities Membership shall entitle to one (1) equal vote per household regarding Associate Facilities Membership matters only.

Section 5. Transfer of Membership/New Memberships. All classes of membership will be transferred for the remainder of the year with the sale of the member’s home.

Section 6. Resignation of Membership.

(a) Limitation on Resignation. Only Facilities Memberships shall be permitted to resign their memberships, it being the express intent of the Association that Community Memberships be permanently associated with lot ownership in Huntcliff subdivision to assure an adequate pool of memberships to provide for the maintenance of the Associations facilities.

(b) Return of Fees. Any Facilities Member who resigns from the Association for any reason, including but not limited to the sale of the Member’s real property, shall not be entitle to receive any refund of the membership fee or any other payment made or due and owing to the Association.

Section 7. Waiting lists. The Board shall establish a waiting list for Residents at the time that the Association contains a full complement of Full-Facilities Members and Associate Facilities Members, as determined by the membership in compliance with any other Agreements. The Resident waiting list shall be administered on a first-come first-served basis with preference to Huntcliff Subdivision residents.

Section 8. Conversion of Memberships. No conversion of memberships shall take plane except as provided herein. To change a membership from one (1) type of membership to another, a Member must make application to the Board of Directors or its designee to approve such change. Upon approval by the Board of Directors or its designee and notification that a vacancy exists in the desired class of membership, such Member shall pay the membership fee due for the new class of membership at the time of the change.

Section 9. Enforcement. The Board may levy such sanctions as it deems appropriate, including reprimands, expulsions (with respect to Facilities Members), fines, reimbursement charges, or suspension of membership or use privileges, against any Member for cause. “Cause” shall mean any of the following:

(a) Default. Being in default in the payment of any sums due for a period in excess of sixty (60) days after a bill therefore has been given.

(b) Detrimental Conduct. Acts (in or on the Facilities or with Community) by a Member, a Member’s family members or guests which the Board of Directors or its designee shall find to be detrimental to the best interests of the Association including, without limitation, conduct violating rule and regulations of the Association or policies established by the Board or conduct likely to endanger the welfare, safety, harmony, or good reputation of the Association or its Members.

No Facilities Member shall be expelled without a hearing before the Board of directors or its designee, which shall be conducted upon no less than ten (10) days notice in writing to such Facilities Member. The notice shall state the charges for expulsion and the time and place of the hearing thereon. All rights and privileges of the Facilities Member shall be suspended from the date of such notice until final disposition of the matter. Such Facilities Member shall have the right to be present at the hearing and may elect to be heard orally or in writing.

If at such hearing the Board or Directors or its designee shall determine that the conduct constitutes cause for expulsion, it shall notify such Facilities Member of its decision. Expulsion shall take effect immediately upon notice.



ARTICLE III
ASSESSMENTS, FEES, DUES, AND CHARGES


Section 1. Membership Fees. Members shall pay annual dues in amounts established by the Board. The fiscal year shall run from January 1 to December 31. Dues and fees are due and payable on the first day of May and shall apply to that fiscal year. Any unpaid members will be exempt from all rights and privileges afforded to such members’ membership class.

A late fee, determined by the Board, shall be charge for membership fees paid after June 1. Unless otherwise determined by the Board, all membership fees required to be paid pursuant to this section are non-refundable. The Board may increase the amount of dues annually as is deemed necessary based on a budget approved by the membership.

Section 2. Assessments. The Board may levy assessments against Members for capital repairs or improvements in any year upon an affirmative vote of 80 percent (80%) of membership. Only Full-Facilities Members and Associate Facilities Members may be assessed for Facilities improvement or repairs.

Assessments shall be paid as determined by the Board, and the Board may permit assessments to be paid in installments extending beyond the fiscal year in which the assessment is levied. Assessments shall be allocated as determined by the Board. Members who are delinquent in payment of assessments shall have their membership rights immediately suspended until such assessment is paid.

Section 3. Reimbursement Charge. The Board shall levy a Reimbursement Charge against any Member whose actions, including failure to comply with any Association policies, rules, or regulations, shall cause the expenditure of funds by the Association in performance of its functions. Such charges shall be limited to the amount so expended and interest thereon at the lesser of eighteen percent (18%) or the maximum rate then permissible under Georgia law from the date expended by the Association until paid and shall be due and payable to the Association when levied.

Section 4. Collection of Fees. Each amount charged hereunder as Assessments, membership fees and dues, fines, Reimbursement Charges, or other charges (including charges incurred by family or guest of a Member) shall be a separate, distinct, and personal debt and obligation of the Member against whom the amount is charged. In the event of a default in the payment of any such amounts, the Association shall enforce each such obligation by such means as are provided in these Bylaws or as are otherwise deemed appropriate by the Board, including but not limited to the right to bring an action for payment of all sums due the Association for any reason and to collect reasonable attorney fees in an amount equal to fifteen percent (15%) of the amount due together with interest thereon.



ARTICLE IV
ASSOCIATION: MEETINGS, QUORUM VOTING


Section 1. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors, either in the Community or as convenient thereto as possible and practical.

Section 2. Annual Meetings. The Board shall set subsequent regular annual meetings so as to occur during the month of December on a date and at a time the Board sets. Annual budgets shall be voted on and elections for directors shall be held at the annual meeting.

(a) Budgeting and Expenditure Approval, Financial Reporting.

(1) Annual Budget Process. Annual operating budges shall be presented at the annual meeting. The Treasurer, Facilities Director, and President shall coordinate a committee to propose operating and expenditure budgets for the Association. This committee will meet prior to the annual meeting and have its proposed budget completed in time for review by the Board and for presentation to the Members prior to the annual meeting, for approval at the annual meeting.

(2) Expenditure Approval. The Association is required to operate with the approved annual budget. Any non-budgeted expenditures, excluding emergency and normal operating expenditures, in excess of two-hundred fifty dollars ($250.00) must first be approved by the majority of the Board and then by the majority of the Membership.

(3) Borrowing. The board of directors shall be authorized to borrow money for Association purposes, provided that, the board shall obtain a majority vote to evidence membership approval for any borrowing which would exceed twenty percent (20%) of the total Association budget for the current year.

(b) Pool and Tennis Operating Rules.

(1) Changes to Operating Rules. The Facilities Director and the President will coordinate a committee of Members to review and to propose amendments, if necessary, to the pool and tennis court operating rules for approval by both classes of Facilities Members. This committee will meet during before the annual meeting and their recommendations will be published to all Members at least one week before the annual meeting. The rules may be approved by a majority of the entire appropriate class of Membership.

(2) Pool Rules and Regulations. See Attachment A.

Section 3. Special Meetings. The Residents may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of the Majority of the Board of Directors or upon a petition signed by a least twenty-five percent (25%) of either class of Members. The notice of any special meeting shall state the date, time, and place of such meeting except as stated in the notice.

Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail or to cause to be delivered to each Member a notice of each annual or special meeting of the Association stating the purpose of the special meeting, as well as the time and place where it is to be held at such address as is given in the application for membership. If a Member wishes notice to be given at an address other than that given in the application for membership, he or she shall have designated by notice in writing to the Secretary such other address. Notices of annual and general meetings shall be served not less than ten (10) nor more than thirty (30) days before a meeting. Notices of special meetings shall not be served than seventy-two (72) hours before a meeting. Notices may be delivered by e-mail or facsimile, so long as written confirmation of receipt may be obtained.

Section 5. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members; wither before or after such meeting. Attendance at a meeting by a Member shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order.

Section 6. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a Majority of the Members who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

Section 7. Proxys. At all meetings of Members, each Member may vote in person or by proxy. All proxys shall be returned in writing, dated, signed, and filed with the secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon receipt of notice by the Secretary of the death of judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy. A proxy may be delivered by email to accomplish “online voting.”

Section 8. Quorum. The presence, in person or by proxy, of twenty percent (20%) of the Members shall constitute a quorum at all meetings of the Association. For new business or questions called from the floor, the Members present at a duty called or held meeting at which a quorum is present may continue to do business until adjournment. New business cannot be voted on if a quorum is not present.

Section 9. Conduct of Meetings. The president shall preside over all meetings of the Association, and the Secretary shall keep the Minutes of the Meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring thereat.

Section 10. Changes and Amendments to the Bylaws. Any proposed changes or amendments to the Bylaws may be presented at the annual meetings or at a special meeting of the membership. Changes or amendments to the Bylaws require affirmative votes from sixty-seven percent (67%) or the entire membership. It is the secretary’s responsibility to record and file with the Sate any amendments to the Bylaws, according to State rules.


ARTICLE V
BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGS


A. Composition and Selection.

Section 1. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors. The Directors must be Owners of record of each unit or spouses of Owners of record of each unit in the Huntcliff Subdivision; provided, however, no person and his or her spouse may serve on the Board at the same time.

Section 2. Composition. The Board of Directors shall consist of nine (9) directors, who shall appoint the following officers; a President, a Secretary, A Treasure, a Vice President, and a Facilities Director. No two offices shall be held by the same person. The President shall have the tie-breaking vote on all matters brought up for a vote on matters regarding the Association.

The Board may be reduced to seven (7) or five (5) members by resolution of the Board.

In addition to the nine (9) elected directors identified above, in any year in which the immediate past President is not serving in one of the directorships, then that immediate past President shall serve a one year term on the Board as an ex officio director, with no voting rights on the board. This intent of this provision is to provide assistance to the new President in his or her duties.

Section 3. Election, Term of Office, and Vacancies. The Board shall be elected by the Members at the annual meeting. Elected members of the Board shall hold office beginning on January 1 following the annual meeting. For the nine directors to be elected at the 2003 annual meeting, five of the directors shall be elected to serve a two (2) year term and four (4) of the directors shall be elected to serve a one (1) year term. Successors shall be elected to serve two (2) year terms. No director shall be permitted to serve more than two (2) consecutive terms in the same officer position.

Candidates may be nominated from the floor or presented by a Nominating Committee. All eligible Members of the Association may vote on all directors to be elected and the candidates receiving the most votes shall be elected.

Vacancies on the Board of Directors caused by any reason, excluding the removal of a Director by vote of the Association, shall be filled by a vote of the Majority of the remaining Directors, despite a lack of quorum caused by such vacancies, at any meeting of the Board until such person can be duly elected at the next general meeting of the Association.

Section 4. Nominating Committee. The Nominating Committee shall consist of five (5) members appointed by the Board of Directors. The Nominating Committee shall make as many nominations from each class of membership for election to the Board of Directors as it shall, in its discretion, determine, but in no event less than the number of vacancies or terms to be filled from each class of membership. Nominations shall be permitted from the floor. The Nominating Committee shall post their list of nominations by November 1 to allow all candidates to have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes. The elected Members of the Nominating committee shall hold office until the annual meeting of the following year, at which time a new committee is appointed or elected.

Section 5. Removal of Directors. A director whose removal has been proposed shall be given at least then (10) day’s notice of the calling of a special meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Any director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of dues may be removed by a majority vote of the directors at a meeting, with a quorum being present.

Section 6. President. The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the President of a corporation organized under the Georgia Nonprofit Corporation Code. The President shall be a Full-Facilities Member. The President shall have the power to appoint committees.

Section 7. Secretary. The Secretary shall keep the Minutes of all meetings of the Association and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with Georgia law. The Secretary shall make available a copy of the agenda and/or minutes of the Board meetings to any homeowner upon request.

Section 8. Treasurer. The Treasurer shall have the responsibility for the Association’s funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall publish quarterly in the HRHA newsletter or on the official Huntcliff Website, an itemized list of expenditures. A detailed report will be available upon request by a Member.

Section 9. Vice President. The Vice President shall be responsible for management and operation of all Committees, including but not limited to social events, communication, and beautification. The Vice President shall preside over all meetings in the President’s absence.

Section 10. Facilities Director. The Facilities Director shall be responsible for overseeing the general management of the common grounds and swim and tennis facilities. The Facilities Director shall be a Full-Facilities Member.

Section 11. Compensation. No Director shall receive any direct compensation from the Association for acting as such unless approved by a Majority of the Members. Directors may be reimbursed for the expenses incurred in carrying out their duties as directors upon Board approval of such expenses. Directors also may be given nominal gifts or tokens of appreciation by the Association for recognition of services performed not to exceed a value of one-hundred dollars ($100.00) per calendar year. For purposes hereof, reasonable food and beverage purchased for Board meetings shall not be considered compensation.

Section 12. Organization Meeting. The first meetings of the Board of Directors shall be held during the month of January at such time and place as shall be fixed by the Board.

Section 13. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. Notice of the regular schedule shall constitute sufficient notice of such meetings.

Section 14. Special Meetings. Special meetings of the Board of Directors shall be held when requested by the President or by any two (2) Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each Director by one of the following methods: (a) by personal delivery; (b) by telephone communication, either directly to the Director or to a person at the Director’s home or office who would reasonably be expected to communicate such notice promptly to the Director; (c) by telegram, charges prepaid. All such notices shall be given or sent to the Director’s address or telephone number as shown on the records of the Association; or (d) by e-mail as shown on the records of the Association so long as written confirmation of receipt may be obtained. Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, telegraph company or e-mail shall be given at least twenty-four (24) hours before the time set for the meeting.

Section 15. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and notice or wherever held, shall be as valid as thought taken at a meeting duly held after regular call and notice, if (a) a quorum is present, (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Section 16. Quorum of Board of Directors. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a Majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a Majority of the required quorum for that meeting. If any regular meeting cannot be held because a quorum is not present, a Majority of the Directors who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time that the original meeting was called. At the reconvened meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

Section 17. Open Meetings. All regularly scheduled meetings of the Board shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by the Board. If an Owner wishes to attend a Board meeting and address the Board, the Owner must provide the Secretary with written notice of the subject of the matter to be addressed at least five (5) days prior to the meeting. Notice of regularly scheduled meetings shall be posted.

Section 18. Executive Session. The Board may adjourn a meeting and reconvene in Executive Session to discuss any vote upon personnel matters, sanctions, against Members, Litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive sessions shall first be announced in open session.

Section 19. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors. Such action shall be recorded in the next regularly scheduled meetings minutes.

Section 20. Conflicts of Interest. Nothing herein shall prohibit a director from entering into a contract and being compensated for services or supplies furnished to the Association in a capacity other than as director, provided that such director’s interest is disclosed to the Board and the contract is approved by the majority of the Board, excluding the director who has the interest in the contract. The interested director must excuse themselves from any Board discussions on the contract.

Section 21. Liability and Indemnification. The Association shall indemnify every office, director, and committee member, against all damages and expenses, including counsel fees, reasonable incurred in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer, director, or committee member, except that such obligation to indemnify shall be limited to those actions for which liability is limited under this Section and Georgia law.

The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, Malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made or action taken in good faith on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association). The Association shall indemnify and forever hold each such officer, director, and committee member harmless from any and all liability to others on account of any such contract, commitment or action. This right to indemnification shall not be exclusive of any other rights to which any present or former officer, director, or committee member may be entitled.

The Association shall, as a common expense, maintain adequate general liability and officers’ and directors’ liability insurance to fund this obligation, if such insurance is reasonably available.