Covenants
LAVENDER GLEN
PROTECTIVE COVENANTS AND RESTRICTIONS
Lots must be used for single-family residences only. No lot can be used for access to adjoining property without the written consent of the Developer.
2. No lot shall be subdivided, nor shall there be more than one house per lot.
3. All garages must have doors) if facing the street or side yard (no carports). When possible, entrance to garage should be from side.
4. No houses or modular home shall be moved onto the lot. Exception is office trailer to be used by Coldwell Banker or current marketing company.
5. All driveways must be paved with concrete from the street to the garage.
6. All front yards must be sodded. Front yards meaning from the front corners of the house to the street, exclusive of planting beds.
No house or additional structure shall exhibit exposed masonry foundation. Foundations must be painted, stuccoed, or otherwise covered with brick or stone.
8. Houses must be constructed of quality "stick built" variety. No modular units permitted.
Quality factory constructed components may be used, i.e. roof, floor, or wall units. 9. No sign of any kind shall be erected on any lot except for reasonable and appropriate "for sale" signs. Entry signs, fences, and sales information signs erected by the Developer or his agent are hereby permitted.
10. The term "vehicles", as used in this provision, shall include, without limitation, motor homes, boats, trailers, motorcycles, minibikes, scooters, go-carts, trucks, campers, buses, vans, and automobiles. All vehicles including boats, trailers, shall be parked within garages, or driveways or other paved parking areas located on a lot. Parking of vehicles in yards or on streets within the Community is prohibited.
No vehicle may be left on any portion of the Community, except in a garage or other area designated by the Board, for a period longer than five (5) days if it is unlicensed or if it is in a condition so that it cannot operate on public streets. No mobile home or towed vehicle shall be temporarily kept or stored in the Community for any period in excess of twelve (12) hours unless kept in a garage or other area designated by the Board: vehicles parked in violation of this provision shall be considered a nuisance and may be removed from the Community. No eighteen (18) wheel trucks or the cabs of these trucks with a load capacity in excess of one ton shall be parked, kept or stored within the Community, and if so parked, kept or stored shall be considered a nuisance and may be removed from the Community for such period of time as is reasonably necessary to provide such service to lots in the community.
No motorized vehicles shall be permitted on pathways, sidewalks, or unpaved common property except for public safety vehicles and vehicles authorized by the Board.
11. No accumulation of discarded personal effects, debris, waste, garbage, inoperative vehicles or other unsightly objects or matter will be permitted on lot. All garbage cans shall be concealed from view of the street and neighboring property except on days of scheduled pick-up. All woodpiles shall be concealed from view of the street.
12. The display or discharge of firearms or fireworks on the Common Property is prohibited, provided, however, that the display or lawful firearms on the Common Property is permitted for the limited purpose of transporting the firearms across the common property to or from the owners lot. The term "firearms" includes BB guns, pellet guns, and other firearms of all types, regardless of size. The term "fireworks" shall include those items as listed in O.C.G.A. Section 25-10-1.
13. No artificial vegetation shall be permitted on the exterior of any property. Exterior sculpture, fountains, flags and similar items must be approved by the Board as appropriate. 14. All residences in the Community shall have standard mailboxes conforming to postal regulations to be supplied by the Developer. The initial mailbox shall be paid for by the Developer and subsequently shall be paid for by the homeowner.
15. No fences shall be erected closer to the street (of which the house faces) than either rear corner of the house. In other words, fences are allowed only in the backyards and may not extend toward the front yard any farther than the rear corners of the house. In addition, no fence may be erected closer than forty (40) feet from any street, county road, or highway. Fences may be constructed with black vinyl or dark green vinyl coated chain link. Wood or vinyl fences will be permitted. No fence shall be greater than six (6) feet in height. All fencing materials, style, and location must be approved by the Developer, or modification committee prior to installation.
16. No building shall be erected as a school, church or kindergarten.
17. No temporary house, shack, tent or trailer shall be erected on any lot. Exception is office trailer to be used by Coldwell Banker or current marketing company.
18. No single story residence shall be erected on any lot to have less than 1,200 square feet of indoor heated space. No multi-story residences shall be erected on any lot to have less than 1,500 square feet of total heated area. The heated area is exclusive of garage and basements.
19. Builders or Homeowners must acquire written approval from the Developer or
Architectural Control Committee of all house plans, site location, additions, outbuildings, exterior finish, exterior color, and roof color prior to commencement of structure or
20. No animals, livestock, or poultry of any kind may be raised, bred, kept or permitted on any lot with the exception of dogs, cats or other usual and common household pets in reasonable number. Household pets are to be kept under control and not allowed to cause a disturbance or nuisance to the sub division. No pets shall be kept, bred, or maintained for any commercial purpose. No pit bulldogs or other dogs determined in the sole discretion of
the board to be dangerous dogs may be brought onto or kept on the property at any time by any lot owner, occupant or guest of an owner or occupant.
21. Any pet which is permitted to roam free, endangers the health of any owner or occupant of any lot or which creates a nuisance or unreasonable disturbance, as may be permanently removed from the property upon seven (7) days' written notice, the Board may remove the pet. Any Pet which, in the sole discretion of the Board, presents an immediate danger to the health, safety or property of any Owner or occupancy of the community may be removed by the Board without prior notice to the pet's owner.
22. No window air conditioning units may be installed that are visible to the street.
23. No vegetable garden, hammock, statuary, or play equipment may be located other than between the rear dwelling line and the rear lot line.
24. Home builder shall be held responsible for the implementation of and conformance with county soil erosion control ordinance.
25. Home builder shall be required to maintain cleanliness of building site, removing all debris and construction material after completion of construction. He shall be required to remove transported soils from street gutters and catch basins abutting developed lot. He shall seed all disturbed area with a permanent vegetative cover.
26. Unless otherwise approved in writing by the Board of Directors, all windows which are part of a lot, shall have standard window treatments and any portion thereof visible from outside the residence shall be white or off-white in color or a color approved by the Board of Directors.
27. All structures crected shall be completed within one year of when work began.
28. Motorcycles and motorized all-terrain vehicles (4-wheelers) which are ridden "off street" are hereby prohibited on any property other than that property owned by the individual. 29. Every person who is the record owner of a fee interest in any that is subject to this
Declaration shall automatically be a member of the Homeowners Association. Membership shall not include persons who hold a security interest only and the giving of a security interest shall not terminate the Owners membership. No owner, whether one or more persons, shall have more than one (1) membership per lot. Members shall be entitled to one (1) vote for each lot owned.
Homeowners Association fees are mandatory. Fees will be determined by the Homeowners Association. Homeowners Association will be formed after thirty (30) homes are sold. Assessments of fees commence as to a lot on the earlier of (a) the date of closing for occupancy of the lot for residential purposes, or (b) ninety (90) days from the date of Certificate of Occupancy is issued by Athens Clarke County, Georgia, for a residence constructed on the lot. The Declarant or a builder or developer who purchases a lot for the purpose of construction of a residence for resale of the lot and residence shall not be responsible for the payment of any type of assessment except as provided above. The first annual common assessment shall be adjusted according to the number of days then remaining in that fiscal year.
30. Invalidation of any of these covenants by judgment of court order shall in no way affect any of the other provisions, which shall remain in full force and effect.
31. These covenants are in addition to any other restriction or conditions imposed by the governmental authorities under their zoning ordinances and the specific conditions or approval as stated in zoning requirements.
32. Catch basins and drainage areas are for the purpose of natural flow of water only. No obstructions or debris shall be placed in these areas. No owner of occupancy of a lot may obstruct or re-channel the drainage flows after location and installation of drainage swales, storm sewers or storm drains. Declarant hereby reserves a perpetual easement across all Community property for the purpose of altering drainage and water flow, removing temporary situation ponds and for pursuant to this reserve easement shall be exercised with a minimum of interference to the quiet enjoyment of affected property, reasonable steps shall be taken to protect such property and damage shall be repaired by the person causing the damage at it's sole expense.
33. All property located at street intersections and at the intersections of streets and driveways shall be landscaped so as to permit safe site across the corners. No fence, wall, hedge or shrub planting shall be placed or permitted to remain where it would create a traffic or sight problem.
34. All clotheslines, garbage cans, woodpiles, swimming pools, pumps, fixtures and related equipment and other similar items shall be located or screened so as to be concealed from view of neighboring lots and Common Property and the street on which the lot (on which the item is located) fronts. All construction debris, rubbish, trash, and garbage shall be regularly removed and shall not be allowed to accumulate. Basketball hoops and goals shall not be attached to the exterior portion of any garage, house or other building structure constructed on a lot or placed on any other portion of the lot except as provided below. Notwithstanding the above, free standing basketball poles, goals and backboards may be erected immediately adjacent to the driveway on a lot provided that they are set back behind the front corner of the residence constructed on the lot, the poles are metal and painted black, as appropriate and the goal and backboard are manufactured and not homemade.
35. It shall be the responsibility of each owner and occupant to prevent the development of any unclean, unhealthy, unsightly, or unkept condition on his or her lot. No property within the Community shall be used, in whole or in part, for the storage of any property or thing that will cause a lot to appear to be in an unclean and untidy condition or that will be obnoxious to the eye; nor shall any substance, think or material be kept that will discharge foul or obnoxious odors or that will cause any noise or other condition that will or might disturb the surrounding property. No obnoxious or offensive activity shall be carried on within the Community, nor shall anything be done tending to cause embarrassment, discomtort, annoyance, or nuisance to any person using any property with the community. There shall not be maintained any plants or animals, dangerous, unsightly, unpleasant, or of a nature as may diminish or destroy the enjoyment of the Community, without limiting the generality of the foregoing, no horn, whistle, siren, bell, amplifier, or other sound device, shall be located, installed, or maintained upon the exteriors of any lot unless required by law. However, any siren or device for security purposes shall contain a device, which causes it to automatically shut off within twenty (20) minutes.
36. The pursuit of hobbies or other activities which might tend to cause disorderly, unsightly, or unkept conditions, including without limitations, the assembly and disassembly of motor vehicles and other mechanical devices, shall not be pursued or undertaken in any part of the community except within garages located on lots or in the rear yards of lots.
37. No exterior antenna, aerials, satellite dishes, or other apparatus for transmission of television, radio, satellite or other signals of any kind which are more than eighteen (18) inches in diameter shall be placed, allowed, or maintained upon any portion of the Community, including any lot. No H.A.M. radio antennas are allowed. All above allowed antennas must be placed in rear of house.
38. The Board of Directors of the Homeowners Association shall be elected by the Members of the Homeowners within 30 days after the Homeowners Association is formed. The Board of Directors will consist of 5 members, and shall develop its own By-Laws.
The Developer or his agent will appoint and chair the Architectural Control Committee and Modification Committee until final construction in the subdivision.
39. Within 30 days of the formation of the Homeowners Association the developers shall convey to the Homeowners Association, the common area designated within the subdivision, and the Homeowners Association shall be responsible for its maintenance, upkeep, improvement liability and payment of taxes.
Draft Copy 3/17/03 12:38 PM Fortson, Bentley and Griffin BYLAWS
OF
LAVENDER GLEN HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
OFFICES
The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address, but may have other offices located within or without the State of Georgia as the Board of Directors shall determine.
ARTICLE II
MEMBERS
Section 2.1. Identity of Members. There shall be one class of members. The members shall retain their status as members so long as they pay any and all annual dues and assessments imposed by the Corporation upon its members. Membership shall be open to any lot owner in the Lavender Glen subdivision, as described on plats entitledẠFinal Plat for Lavender Glen Section One", prepared by Landmark Engineering Corporation, J.R. Holland, Registered Surveyor, dated August 26, 1999, and recorded in Plat Book 35, page 162, in the Office of Clerk of Superior Court of Athens-Clarke County, Georgia; and "Final Plat for Lavender Glen Section Twoồi prepared by Landmark Engineering Corporation, J.R. Holland, Registered Surveyor, dated August 2, 2001, and recorded in Plat Book 36, page 253, in the Office of Clerk of Superior Court of Athens-Clarke County, Georgia. The dues of members shall be set by the Board of Directors. A member shall not be considered a member in good standing if he is in arrears on any dues, fees or assessments; and shall lose his rights, as stated herein, to vote, hold office or serve on any committee until he is considered a member in good standing.
Section 2.2 Annual Meeting. The annual meeting of the members of the Corporation shall be held on the second Monday of September in each year if not a legal holiday, and if a legal holiday then on the next succeeding day not a legal holiday, unless otherwise determined by resolution by the Board of Directors for the purpose of electing directors to succeed those whose terms have expired as of the date of such annual meeting. At cach annual meeting, the Treasurer will present a report of the financial condition of the Corporation.
Section 2.3. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the President, a Vice President, or a majority of the Board of Directors, and shall be called forthwith by the President, a Vice President, the Secretary or any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or
purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.
Section 2.4. Actions. Any action of the members may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of members.
Section 2.5. Place of Holding Meetings. All meetings of members shall be held at a location designated by the Board of Directors in Athens-Clarke County, Georgia.
Section 2.6. Notice of meetings. Written notice of each meeting of the members shall be mailed, postage prepaid, by the Secretary, to each member of record entitled to vote thereat at his post office address, as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meetings, shall state briefly the purpose or purposes thereof.
Section 2.7. Quorum. The presence in person or by proxy of one-third (33-1/3 %) of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
Section 2.8. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or if none of said officers is present, by a chairman to be elected at the meeting. In the absence of the Secretary the presiding officer may appoint a person to act as Secretary of the meeting.
Section 2.9. Voting. At all meetings of members, every lot owner entitled to vote shall have one (1) vote. In the event of multiple owners of a lot, the multiple owners, for the purposes of voting, shall constitute a general partnership and such general partnership shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such member or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these bylaws.
If the Chairperson of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or
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more of all of the members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the tellers, which tellers shall have been appointed by the Chairperson of said meeting.
Elections of directors may be conducted by mail. The notice of the Annual Meeting sent to members shall include a ballot to be used and shall designate the time within which the ballot must be returned.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. The Board of Directors may, upon a majority vote, dissolve the corporation. In addition to setting the dues of the members, the Board of Directors may assess fines and penalties in accordance with O.C.G.A. 44-3-220, et seq. The Board of Directors shall interpret and enforce the Lavender Glen Protective Covenants and Restrictions. The Board of Directors may delegate to one or more members of the Board of Directors or its designated third party management company, the authority to represent the Board of Directors in enforcing the Protective Covenants and Restrictions.
Section 3.2. Number and Term of Office. The number of directors shall be not fewer than five (5) nor more than nine (9), as may be designated from time to time by resolution of a majority of the entire Board of Directors. The elected directors shall serve for a period of two (2) years or until their successors have been elected and have qualified.
From the general partnership constituted by multiple owners of a lot, only one (1) lot owner may serve on the Board of Directors at any given time.
Section 3.3. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of a majority of the Board of Directors.
Similarly and in the event of the number of directors being increased as provided in these bylaws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office for a term that expires upon the conclusion of the second annual meeting of the Board of Directors after their election on to the Board.
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Any director may be removed from office with or without cause by the affirmative vote of a majority of the directors entitled to vote at any special meeting of directors called for that purpose.
Section 3.4. Place of Meeting. The Board of Directors may hold their meetings and keep the books of the Corporation either within or outside the State of Georgia, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment pursuant to which each participant at the meeting can hear the other.
Section 3.5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. The Annual Meeting of the Board of Directors shall be held on the second Monday of September in each year if not a legal holiday, and if a legal holiday then on the next succeeding day not a legal holiday, unless otherwise determined by resolution by the Board of Directors for the purpose of electing directors to succeed those whose terms have expired as of the date of such annual meeting. Notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three days prior to the first meeting held pursuant to such resolution. The Board may transact any business that comes before it. Any additional business may be transacted at any regular meeting of the Board.
Section 3.6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any director. The Secretary shall give notice of each special meeting of the Board of Directors, at least two (2) days prior to the meeting by personal delivery, telex, telecopy, or cablegram; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.
Section 3.7. Quorum. A two-thirds (2/3's) majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these bylaws.
Section 3.8. Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.
Section 3.9. Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation, upon
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the approval of the Board of Directors, reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board or of any Committee and such
reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 3.10. Nominating Committee. The Board of Directors shall elect a Nominating Committee consisting of the President and at least one other director. The Nominating Committee shall be selected by the Board of Directors at the annual meeting of the Board of Directors. The Nominating Committee shall be responsible for preparing a slate of directors for election by the Membership.
Section 3.11. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees or authorize the President to appoint committees, cach committee consisting of ONE or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.
ARTICLE IV
OFFICERS
Section 4.1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and also such other officers including additional Vice Presidents and one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected at the annual meeting of the Membership to serve a term of one (1) year. Any two of the above offices may be held by the same person. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors. A homeowner cannot serve two elected terms consecutively.
In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these bylaws.
Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents and employees, shall hold office at the discretion of the Board of Directors.
Section 4.2. Powers and Duties of the President. The President shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a majority vote of a
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quorum thereof elect a chairman other than the President to preside at meetings of the Board of Directors. He may sign and execute contracts or other obligations in the name of the
Corporation; and he shall be ex-officio a member of all standing committees.
The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties.
He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.
Section 4.4. Powers and Duties of the Vice President. The Board of Directors may appoint additional Vice Presidents. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or by the President. In case of the disability of the President, the duties of that office shall be performed by any Vice President, and the taking of any action by any such Vice President in place of the President shall be conclusive evidence of the disability of the President.
Section 4.5. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of directors and all other notices required by law or by these bylaws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors upon whose written request the meeting is called as provided in these bylaws. The Secretary shall record all the proceedings of the meetings of directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of secretary of a corporation, subject to the direction and control of the Board of Directors and the President.
Section 4.6. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.
The Treasurer shall prepare instruments for the signature only of the President or Vice President in order to disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall present his annual financial report to the Membership at each annual meeting.
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The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Corporation.
The Treasurer shall perform all the duties generally incident to the office of the treasurer of a corporation, subject to the direction and control of the Board of Directors and the President.
Section 4.7. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.
Section 4.8. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.
ARTICLE V
CORPORATE SEAL
Section 5.1. Seal. The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on all appropriate papers.
ARTICLE VI
BANK ACCOUNTS
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Section 6.1 Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors, until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of each year.
Section 7.2. Notices. Whenever, under the provisions of these bylaws, notice is required to be given to any director or officer it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a prepaid envelope, addressed to each director or officer at such address as appears on the books of the Corporation, or in default of any other address, to such director or officer at the general post office in the City of Athens, Georgia, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any director or officer may waive any notice required to be given under these bylaws.
ARTICLE VIII
AMENDMENTS
The Board of Directors shall have the power and authority, by a two-thirds (2/3's) majority vote, to amend, alter or repeal these bylaws or any provision thereof, and may from time to time adopt additional bylaws.
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MEMORANDUM TO OFFICERS AND DIRECTORS
OF LAVENDER GLEN HOMEOWNERS ASSOCIATION, INC.
We have now completed the formalities of the incorporation and organization of your corporation, and we have delivered to you various documents in connection therewith. However, there are a number of items that we have discussed with you but that we feel deserve repeating.
Certain reports and returns to governmental and other agencies must be filed, both at the time of incorporation and on a recurring basis; and the penalties for not filing such reports and returns can be severe. Also, there are certain identification numbers and business licenses that may be required; and you should contact your accountant about which are necessary or desirable and what procedures are required in order to obtain them.
You should make certain that you notify your insurance carrier of the incorporation so that he can make certain your policies list the appropriate entities as insureds.
Finally, and perhaps most importantly, you must remember at all times that you will be doing business as a corporation and that certain formalities should be observed. You should have regular meetings; and, when you think it is necessary or desirable, you should ask your accountants, attorneys and other consultants to be present. At least once a year you must have a Board of Directors meeting, which meeting should be documented by minutes. Although the form of minutes is not important, all should contain the date, place and time of meeting, a statement of the action taken and the vote thereon; and all should be signed by the secretary. All decisions with respect to policy matters of the corporation should be made by the Board of Directors and should be documented with minutes. All documents signed on behalf of the corporation should be signed in the corporate name by the officers of the corporation, with the title of the office of each set out beside his signature. No individual acting on behalf of the corporation should permit corporate business to be transacted in his individual name, nor should he ever sign any document in a manner so that it would appear that he has transacted business in his individual name. We urge you to familiarize yourself with the procedures for the governance of the corporation, as set out in its By-Laws, and to keep in mind particularly the fact that the Board of Directors governs the corporation, with the officers serving at the pleasure of the Board.
We appreciate the opportunity to be of service to you and hope that you will not hesitate to call upon us in the future if you need any help or if you have any questions.
FORTSON, BENTLEY AND GRIFFIN, P.A.
By:
Michael J. McCleary
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