Bylaws
The words defined in the charter of the corporation ( the “Charter”) shall have the same meaning in these corporate bylaws. Other terms are defined as follows:
“Association” shall mean Haynes Crossing Homeowners Association Inc.
“Common Area or Areas” shall mean any and all real property owned by the Association, and such property to which the Association may hold legal title, whether in fee or for a term of years, for the non-exclusive use, benefit, and enjoyment of the members of the Association, subject to the provisions hereof, and such other property as shall become the responsibility of the Association, through easements or otherwise, including any recreational areas, which may be constructed initially by the Developer or thereafter by the Association. Common Areas with the respect to the properties made subject to the Declarations Shall be shown on the Plats of HAYNES CROSSING and the designated thereon as “Common Areas” or “Open Space” or such comparable designation.
“Member” shall mean any person or entity who is an owner and as such, Shall be a member of the Association.
2.01– Registered Office. The registered office of the corporation shall be at RER Properties, 1501 Hatcher Lane, Columbia, Tennessee 38401, and the name of the registered agent of the corporation is Cyril Evers.
2.02– Other Offices. The corporation may also have offices at such other places both within and without the Sate of Tennessee as the Board of Directors may from time to time determine or the business of the corporation may require.
3.01– Membership. Each Owner shall be a Member of the corporation and no other person or entity shall automatically be entitled to membership. No person afforded such membership privileges shall be entitled to vote in the Association and shall not be considered a “Member” for any other purpose. No Member shall be required to pay any consideration whatsoever solely for his membership in the corporation.
4.01– Place of Meetings. Meetings of the Members of the corporation may be held at a place to be determined by the Board of Directors within Maury County, Tennessee or Williamson County, Tennessee.
4.02– Annual Meeting. After the Developer has relinquished control of the Association in the manner stated in the Declaration, unless otherwise specified in a written notice from the board of Directors, an annual meeting of the Members of the corporation shall be held each year on the second Thursday of the third month following the close of the fiscal year if not a holiday, and if a legal holiday, the on the next secular day following, at 7:00 p.m. at which time the Members shall elect a Board of Directors, and shall transact such other business as may properly be brought before the meeting. Provided ,however, the annual meeting must be held no later than the forty-five (45) days from the original scheduled date. The first regular annual meeting of the Members may be held, subject to the terms hereof, on any date at the option of the Board of Directors; provided, however, that the first meeting may (if necessary to comply with the Federal Regulations) be held no later than the earlier of the following events: (a) four months after all the Lots have been sold by the Developer; or (b) five years following conveyance of the first Lot by the Developer.
4.03– Special Meeting. Special meetings of the Members, for any purpose or purposes, may be called by the President, the Board of Directors, or by Members having not less than five (5%) percent of the total percentage values of those votes entitled to be cast at such meeting. Business transacted at all special meetings shall be confined to the subjects in the notice of such meeting.
4.04– Notice. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen(15) nor more than sixty(60) days before the date of meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or person calling the meeting, to each Member of the corporation entitled to vote at such meeting.
4.05– Quorum. The presence in person or by proxy of at least ten (10%) percent of the percentage values of those votes entitled to be cast at a meeting of the Members shall constitute a quorum at all meetings of the Members for the transaction of business. If a quorum is not present, the Members entitled to vote shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
4.06– Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of more than fifty percent (50%) of the percentage values of those votes entitled to be cast of Members qualified to vote and present in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Declarations, the Charter of the corporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Members present at a duly organized meeting may continue to transact business until adjournment. notwithstanding the withdrawal of Members leaving less than a quorum.
4.07– Method of Voting; Proxies. Each Member shall be entitled to a vote for each Lot owned by such Member. No Member, other than the Developer, shall be entitled to vote at any meeting of the corporation until such Member has presented evidence of ownership of a Lot in HAYNES CROSSING to the Board of Directors, if such evidence is demanded by the Secretary of the corporation, the sufficiency of such evidence to be determined by the members of the Board present at the meeting. The vote of each Member may only be cast by such Member or by proxy given by such Member to his duly authorized representative bearing a date not more than eleven (11) months prior to such meeting. Such proxy shall be filed with the Secretary of the corporation prior to or at the time of the meeting. If title to a lot shall be in the name of two or more persons as Co-Owners, all of such persons shall be Members of the corporation and are referred to herein as “Joint Co-Owners”. Any one of such Joint Co-Owners may vote at any meeting of the Members of the corporation and such vote shall be binding upon such other Joint Co-owner who are not present at such meeting until written notice to the contrary has been received by the Board of Directors in which case the unanimous vote of all such Joint Co-owners (in person or by proxy) shall be required to cast their vote as members. If two or more of such Joint Co-owners are present at any meeting, their unanimous action shall also be required to cast their vote as Members of the corporation. Each Lot is entitled to only one vote regardless of the number of joint Co-owners that exist for a single Lot.
4.08– Cumulative Voting Denied. Cumulative voting for Directors shall not be permitted.
5.01– Management. The business and affairs of the corporation shall be managed by its Board of Directors who may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Declarations, the Charter, or these Bylaws, directed or required to be exercised or done by the Members.
5.02– Number; Qualifications; Election ; Term. The Board of Directors consist of not more than seven (7) members and not less than five (5) members (hereinafter referred to as “Directors” or “Members of the Board:). The Directors shall be elected at each regular Annual Meeting of the Association Members by the vote of the members of the Association. Prior to each regular Annual Meeting, the Board of Directors shall determine the number of Directors to be elected to serve for the next year pursuant to Article 5.09 of these By-Laws, Those candidates for election as Directors receiving the greates number of votes cast, either in person or by Proxy, at the meeting of the Association Members shall be elected. Each of the Directors and Candidates for membership on the Board of Directors shall be a Member of the Association in good standing. At the first Annual Meeting of the Association after these Amended By-Laws are recorded in the Register of Deeds Office for Williamson County, Tennessee, the Members shall elect two (2) Directors for a term of three (3) years, two (2) Directors for a term of two years and One (1) Director for a term of one (1) year. At each Annual Meeting thereafter, the Members shall elect as many directors for a term of three (3) years as are required to fill the Board of Directors pursuant to this Article. Directors shall server without compensation. Any Director may be reimbursed, however, for actual expenses incurred in the performance of duties and responsibilities.
5.03– Removal; Change in Number; Vacancies. Any Director may be removed either for or without cause, at any annual or special meeting of the members of the corporation by the affirmative vote of a majority of the Members present in person or by proxy at such meeting and entitled to vote, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. If any vacancy occurs in the Board of Directors, caused by death, resignation, retirement, disqualification or removal from office of any Director or otherwise, the remaining Board members may appoint a successor who shall serve until the next annual meeting of the members at which time, a successor shall be chosen to serve the remaining unexpired term of his predecessor in office, if any. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of Members or at a special meeting of Members called for that purpose.
5.04– Place of Meetings. The Directors of the corporation shall hold their meetings, both regular and special within Maury or Williamson County Tennessee.
5.05– Annual Meetings. The Annual Meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Members of the corporation, and at the same place, unless by unanimous consent of the directors then elected and serving such time and place shall be changed.
5.06– 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 the Board.
5.07– Special Meetings. Special meetings of the board of Directors may be called by the president on a three(3) days notice to each director, either personally or by mail; special meetings shall be called by the president or the secretary in like manner and on like notice on the written request of two (2) Directors. Except as may be otherwise expressly provided by statute, the Charter, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.
5.08– Quorum. At all meetings of the Board of Directors the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors, when present at any meeting at which there is a quorum, shall be the act of the Director. If a quorum shall not be present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
5.09– Committees Having Board Authority. The Board of Directors may, by resolution approved by vote or written consent by a majority of the whole Board, designate an Architectural Review Committee, a Nominating Committee for members of the Board of Directors and such other committees as deemed necessary to consist of two (2) or more of the Directors of the corporation. Any such committee, to the extent provided in said resolution, shall and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the corporation, except where action of the full Board of Directors is required by statute, the Declaration or the Charter.
5.10– Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the affairs of the corporation may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President thereunto authorized by a like resolution of the Board of Directors. Membership on such committees may, but need not be, limited to Directors or Members of the corporation.
5.11– Procedure. All committees shall keep regular minutes of their proceedings and shall report the same to the Board when required.
5.12– Managing Agents– The Board of Directors may employ for the corporation a managing agent at a compensation established by the Board of Directors and such managing agent shall perform such duties and services with respect to HAYNES CROSSING as the Board of directors shall authorize, and the Board of Directors may delegate to such managing agent such duties with respect to the management, repair and maintenance of HAYNES CROSSING which are not by statute, the Declaration, the Charter or these Corporate Bylaws, required to be performed by or have the approval of the Board of directors or the Members of the corporation.
6.01– Method. Whenever notice is required to be given to any Director or Member, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such Director or Member at such address as appears on the records of the corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.
6.02– Waiver. Whenever any notice is required to be given to any Member or Director of the corporation a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.
7.01- Number; Titles. The officers of the corporation shall be elected by the Directors from among the members of the Board of Directors and shall be a president, a secretary, and a treasurer. Any two (2) or more offices may be held by the same person except the offices of president and secretary shall not be held be the same person.
7.02– Election. The Board of Directors at its first meeting after each annual meeting of Members shall choose a president, as secretary, and a treasurer, all of whom shall be members of the Board.
7.03– Other Officers. The Board of Directors may appoint other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
7.04– Salaries. The salaries of all officers of the corporation, if any, shall be fixed by the Board of Directors.
7.05- Terms of Office; Removal. Each officer of the corporation shall hold office until the annual meeting of the Board of Directors next following his election and thereafter until his successor is chosen and qualified in his stead or until death or until his resignation or removal from office. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer become vacant for any reason, the vacancy may be filled by the Board of Directors.
7.06– President. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the Members and the Board of Directors, shall have general and active management of the affairs of the corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such duties as the Board of Directors shall prescribe.
7.07– Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required. He shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be.
7.08– Treasurer. The Treasurer shall have the custody of the corporation funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation, and shall perform other duties as the Board prescribes. If required by the Board, he shall give the corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board 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, money and other property of whatever kind in his possession or under his control belonging to the corporation.
8.01– Reserves. There may be created by resolution of the Board of Directors such reserve(s) as the Directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or maintain any portion of HAYNES CROSSING or for such other purposes as the Directors shall think beneficial to the corporation, and the Directors may modify or abolish any such reserves in the manner in which it was created.
8.02– Assessment for Maintenance of Common Areas. For each Lot owned within the development, every Owner (except for the Developer and builders) covenants and agrees, and each subsequent Owner of any Lot, by acceptance of a deed therefore, shall be deemed to covenant and agree, to pay to the Association annual assessments or charges in the amount of One Hundred Twenty Dollars and no/00 ($120.00), or such other amount as the Board may from time to time determine, for the creation and continuation of a maintenance fund in amounts to be established by the Board of the Association in order to maintain , landscape, and beautify the Common Area, to promote the health, safety, and welfare of the residence of the community, to pay taxes, if any, assessed against the Common Area, to procure and maintain insurance thereon, to employ attorneys, accountants, property managers and security personnel, and to provide such other services as are not readily available from governmental authorities having jurisdiction over the same. In addition, the Owner of each Lot and each subsequent Owner thereof, by acceptance of his deed, covenants and agrees to pay special assessments as approved by the membership in the manner hereinafter provided. The Developer and builders shall be exempt from all assessments of any nature.
8.03– Creation of Lien and Personal Obligation of Assessments. In order to secure payment of assessments, both monthly or annual and special, as the same become due, there shall arise a continuing lien and charge against each Lot, the amount of which shall include interest at the maximum effective rate allowed by law, costs, and reasonable attorney’s fees to the extent permissible by law. Each such assessment, together with such interest, costs, and reasonable attorney’s fees, shall also be the personal obligation of the person who was the Owner of the Lot at the time the assessment became due; provided that this personal obligation shall to pass to successors in title unless expressly assumed by them. The lien provided for herein, however, shall be subordinate to the lien of any first deed of trust (“mortgage”) on any Lot if, but only if, all such assessments made with respects to such Lot having a due date on or prior to the date such first mortgage is filed for record have been paid. The lien and permanent charge hereby subordinated is only such lien and charge as relates to assessment authorized hereunder having a due date subsequent to the date such first mortgage is filed of record and prior to the satisfaction, cancellation, or foreclosure of the same, or the transfer of the mortgaged property in lieu of foreclosure. The sale or transfer of any Lot shall not affect any assessment lien. The sale or transfer of any Lot that is subject to any first mortgage, pursuant to a foreclosure thereof or under power of sale or any proceeding in lieu of foreclosure thereof, shall extinguish the lieu of such assessment, but not the personal obligation of any former title holder, as to payments that became due prior to such sale or transfer and subsequent to the recordation of the first mortgage that has been foreclosed, but the association shall have a lien upon the proceeds from foreclosure or the sale junior only to the lien of the foreclosed first mortgage. No sale or transfer shall relieve such Lot from liability for any assessment thereafter becoming due or from the lien thereof.
8.04– Levy of Assessment. The Board of Directors of the Association shall fix the date for the annual assessment and shall appropriately prorate assessments during the first year in which an Owner owns a Lot. Thereafter, annual assessments shall be levied by the Board of Directors of the Association, on Lots for the ensuing year. The Board, in its discretion, may provide for the periodic payment of such assessments at appropriate intervals. Special assessments may be levied in any year for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of a capital improvement upon the Common Area, if any, including fixtures and personal property related thereto, or for other extraordinary expenses incurred by the Association, recommended to the membership, and subsequently approved by affirmative vote of Members entitled to cast at least (2/3) two-thirds of the votes at a meeting of the Members duly held for that purpose. Written notice of the annual or special assessment shall be mailed (by U.S. first class mail) to every home owner subject thereto. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid and the amount of any delinquencies. The Association shall not be required to obtain a request for such certificate by the Owner, but may deliver such certificate to any party who in the Association’s judgment has a legitimate reason for requesting the same.
8.05– Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such person or persons as the Board of Directors may from time to time designate.
8.06– Fiscal Year. The Fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
8.07– Seal. The corporate seal, if any, shall be in such forms as may be determined by the Board. Said seal may be used by causing it or a facsimile thereof to impressed or affixed or reproduced or otherwise.
8.08– Indemnification. The corporation shall indemnify any director, officer, or employee, or former Director, officer, or employee of the corporation, against expenses actually and necessarily incurred by him, and any amount paid in satisfaction of judgments, in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason of being or having been such Director, officer, or employee (whether or not a Director, officer, or employee, at the time such costs or expense are incurred by or imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit, or proceedings to be liable for gross negligence or willful misconduct in the performance of duty. The corporation may also reimburse to any Directors, officer, or employee the reasonable costs of any such action, suit, or proceedings, if it shall be found by a majority of a committee of the Directors not involved in the matter of controversy, whether or not a quorum, that it was to the interest of the corporation that such settlement be made and that such Director, officer, or employee was not guilty of gross negligence or willful misconduct. Such rights to indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director, officer, or employee, may be entitled by law or under bylaw, agreement vote of Members or otherwise.
8.09– Inconsistencies. In the event these bylaws be inconsistent with the Declarations, then the Declarations shall be controlling.
8.10– Amendment of Bylaws. These bylaws may not be altered, amended or repealed except by the affirmative vote of more than fifty percent (50%) of the percentage values of those votes entitled to be cast by members qualified to vote.
8.11– Table of Contents; Headings. The table of contents and headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.
8.12– Enforcement. The terms of the Declaration, these Bylaws and the rules and regulations adopted by the Association may be enforced by the Association or by any Owner, regardless of whether said Owner’s Lot lies in the same section of HAYNES CROSSING where the offending party resides or owns property. In the event of such enforcement action, any Owner or occupant found to have violated any provision of the Declarations, these Bylaws or the rules and regulation of the Association shall be obligated to pay the reasonable expenses of litigation ( including attorney’s fees) incurred by the prevailing party in connection with said litigation.
These bylaws where certified and adopted by the Haynes Crossing Home Owners Association on the 27th day of November in 2002 by Larry Reeves.
