BYLAWS

OF

ANDERSON HILLS & WOODRIDGE POINT (AHWP)

HOMEOWNERS ASSOCIATION

 

ARTICLE 1

NAME AND LOCATION

 

The name of the Corporation is AHWP HOMEOWNERS ASSOCIATION, hereafter referred to as the “Association.”  The principal office of the corporation shall be located at P.O. Box 246, Harvest, Madison County, Alabama, 35749, but meetings of the Members and Directors may be held at such places within Madison County, Alabama, as may be designated by the Board of Directors, hereafter referred to as the “Board.”

 

ARTICLE 2

DEFINITIONS

 

SECTION 2.01.            “Association’ shall mean and refer to Anderson Hills & Woodridge Point (AHWP) Homeowners Association, its successors and assigns.  

SECTION 2.02.            “Common Area” shall mean all real and personal property commonly owned by the Association for the common use and enjoyment of the Members.

SECTION 2.03.            “Declaration” shall mean and refer to the Restrictive Covenants, Restrictions, and Amendments to same, applicable to the Properties recorded in the Office of the Judge or Probate of Madison County, Alabama.

SECTION 2.04.            “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision plat of the Properties used for residential purposes and shall not include the Common Areas and as otherwise defined in the Declaration.

SECTION 2.05.            “Member” shall mean and refer to those persons entitled to membership as provided in these Bylaws.

SECTION 2.06.            “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract purchasers, but excluding those having such interest merely as security for the performance of an obligation.

Section 2.07.            “Properties” shall mean and refer to that certain real property described in the Restrictive Covenants, Restrictions, and Amendments (the “Declaration”), and such additional land as may hereafter be brought within the jurisdiction of the Association.

 

ARTICLE 3

POWERS OF THE CORPORATION

 

This Corporation shall have the following powers:

            a.            To promote the health, safety, and welfare of the residents within said property and any additional property as may hereafter be brought within the jurisdiction of this Corporation;

            b.            To exercise all the powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Bylaws and those certain Restrictive Covenants, Restrictions, and Amendments to same (the “Declarations”), applicable to the above described property and presently or hereafter recorded in the Office of the Judge of Probate of Madison County, Alabama, and as the same may be amended from time to time as herein provided, said Declarations being incorporated as if set forth at length;

            c.            To fix, levy, collect, and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Bylaws; to pay all expenses in connection therewith and all office and other expense incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed against the above described property of the Association;

            d.            To acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association;

            e.            To borrow money, mortgage, pledge, grant security interests in, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

            f.            To dedicate, sell, or transfer all or any part of the Common Areas included in the above described real property subject to the Declarations to any public agency, authority, or utility for such purposes and subject to which conditions as may be agreed to by the Members;

            g.            To have and exercise any and all powers, rights, and privileges which a corporation organized under the Alabama Nonprofit corporations Act as a not-for-profit corporations may now or hereafter have or exercise; and

            h.            To engage in any act or activity which is in furtherance of the above purposes.

 

ARTICLE 4

EARNINGS

 

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in ARTICLE THREE above and except that net earning shall inure to the benefit of Members, Directors, Officers, and other private persons by the acquisition, construction, and provision for management, maintenance, and care of Association property and by rebate of excess membership dues, fees, or assessments.  Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax.

 

ARTICLE 5

ACTIVITIES

 

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or against any candidate for public office.

 

ARTICLE 6

MEMBERSHIP AND VOTING RIGHTS

 

SECTION 6.01. ( Amended, May 1993 )            Membership.  Each owner shall be entitled to become a member of the Association.  Membership shall be for a one (1) year period from June 1 through May 31.  Membership is automatically renewed each year thereafter unless the Association is notified in writing sixty (60) days in advance of the Annual Meeting.

SECTION 6.02.            Dues.  Each membership in the Association shall carry the burden of the dues assessed at the Annual Meeting of the Members.  New residents joining the Association during the year will pay the pro rata amount due for the balance of annual dues and commit to be a member of the Association during the succeeding year.

SECTION 6.03.            Voting Rights.  This Corporation shall not have the authority to issue capital stock, and all voting powers normally vested in stockholders shall be vested in the membership of this Corporation.  There shall be one class of voting membership.  Members shall be entitled to one (1) vote.  When more than one person holds an interest in any Lot, the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any Lot.  Members owning more than one (1) Lot may pay additional assessments for each Lot owned and be entitled to one (1) vote for each paid membership.

 

ARTICLE 7

MEETING OF MEMBERS

 

SECTION 7.01.            Annual Meeting.  An annual meeting of the Members shall be held.  This meeting shall be held during the month of May unless notice to the contrary is furnished by the Directors at least ten (10) days prior to the meeting.  The meeting shall be held at a place to be designated by the Directors, who shall give written notice thereof to each Member at least ten (10) days prior to the scheduled meeting time.  Said meeting place to be in Madison County, Alabama.  At the annual meeting the Members shall elect Directors and conduct any other business authorized to be transacted by the Members.

SECTION 7.02.            Special Meetings.  Special meetings of the Members may be called at any time by the President or by the Board, or upon written request of one-fourth (1/4th) of the votes entitled to be cast by the Members of the Association.

SECTION 7.03.            Notice of Meetings.  Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice.  Such notice shall specify the place, day, and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

SECTION 7.04.            Parliamentary Rules.  Roberts Rules of Order (latest edition) shall govern the conduct of the meetings.

SECTION 7.05             Quorum.  At any annual or special meeting of the Members, the majority of the votes entitled to be cast must be represented at such meetings, in person or by proxy, to constitute a quorum.  Any meeting may be continued until a later date and time to permit obtaining a sufficient number to conduct the Association’s business, provided that notice of such continuance is furnished to all members.

SECTION 7.06.            Proxies.  At all meetings of Members, each Member may vote in person or by proxy.  All proxies shall be in writing and filed with the Secretary prior to commencement of such meeting.  Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

 

ARTICLE 8

DIRECTORS

 

SECTION 8.01.            Number.  The affairs of the Corporation shall be managed and conducted by a Board of Directors, consisting of not less than five (5) nor more than ten (10) members.  Not more than one (1) member of the Board may not be a Member of the Association.  The exact numbers to be fixed and determined by the Board of Directors, with full authority in the Board of Directors to vary said number at any time and from time to time.  The initial number of Directors of this Corporation shall be ten (10) Directors.

SECTION 8.02.            Term of Office.  Directors shall serve three (3) year terms and shall be elected at a special meeting in October of the Association and until their successors are duly elected and qualified or until their death, resignation, or removal.

SECTION 8.03.            Removal.  Any Director may be removed by concurrence of two-thirds (2/3rds) of the votes entitled to be cast by the Members of the Association at a special meeting of the Members called for that purpose.  No Director may be removed, however, unless he shall be given not less than five (5) days prior written notice of such special meeting and an opportunity to be heard.  The vacancy thus created shall be filled at the same meeting by the Members of the Association in the same manner as was provided for the election of the removed Director.

SECTION 8.04.            Compensation.  No Director shall receive compensation for any service he may render to the Association.  However, any Director may be reimbursed for his approved expenses incurred in the performance of his duties.

SECTION 8.05.            Action Taken Without a Meeting.  The Directors shall have the right to take any action in the absence of a meeting which the could take at a meeting by obtaining the written approval of all the Directors.   Any action so approved shall have the same effect as though taken by a meeting of the Directors.

 

ARTICLE 9

NOMINATION AND ELECTION OF DIRECTORS

 

SECTION 9.01            Nominations.  Nominations for election to the Board shall be made by a Nominating Committee.  Nominations may also be made from the floor at a special meeting in October of each year.  The Nominating Committee shall consist of at least (1) person who shall be a Member of the Association.  The Nominating Committee shall be appointed by the board prior to the October meeting of the Members, to serve from close of such meeting until the close of the next October meeting, and such appointment shall be announced to the Members.  The Nominating Committee shall make as many nominations for election to the Board as it shall, in its discretion, determine, but not less than the number of vacancies that are to be filled.

SECTION 9.02            .Election.  Election of the Board shall be by secret written ballot.  At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Bylaws.  The persons receiving the largest number of votes shall be elected.  Cumulative voting shall not be permitted.

SECTION 9.03.            Staggered Terms.  The initial election of Directors shall provide for three (3) Directors and one (1) President of AHWP Homeowners Association to serve three (3) years, two (2) Directors and one (1) Vice President to serve two (2) years, and three (3) Directors to serve (1) year terms.  Thereafter, Directors shall be elected as provided for in Section 8.02.

 

ARTICLE 10

MEETINGS OF DIRECTORS

 

SECTION 10.01.   Regular Meetings.  Regular meetings of the Board shall be held at least quarterly and at such place and hour as may be fixed from time to time by resolution of the Board.  Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting.

SECTION 10.02.   Special Meetings.  Special meetings of the Board may be called by the President, and must be called by the Secretary at the written request of any three (3) Directors.  Not less than three (3) days notice of the meeting shall be given personally or by mail, telephone, or telegraph, which notice shall state the time, place and purpose of the meeting.

SECTION 10.03.   Proxies.  Any Director may provide written notification of his vote on any issue to the Secretary prior to any meeting of the Board and that vote will count as if the individual were present at the meeting.

SECTION 10.04.   Waiver of Notice.  Any Director may waive notice of a meeting before or at the meeting, and such waiver shall be deemed equivalent to be giving notice.

SECTION 10.05.            Quorum.  A majority of the number of Directors shall constitute a quorum for the transaction of business.  Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

 

ARTICLE 11

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

 

SECTION 11.01.            Powers.  The Board shall have power to:

a.            Develop rules and regulations governing the use of the Common Areas and facilities and the personal conduct of the Members and their quests thereof and to establish penalties for the infraction thereof and present these to the Membership for approval;

b.            Suspend the voting rights and right to use of the recreational facilities of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association.  Such rights may also be suspended, after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;

c.         Cause to be established or disband temporary committees as needed;

d.            Exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by the provisions of these Bylaws, the Articles of Incorporation, or the Declaration;

e.         Declare the office of a member of the Board to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board; and

f.            Undertake legal action of any kind if approved by a majority of the total membership of the Corporation.  Any proposed legal action must be discussed as a Special Meeting of the Membership that conforms to Article Seven, Section 7.02.

SECTION 11.02.   Duties.  It shall be the duty of the Board to:

a.         Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereto to the Members at the annual meeting of the Members or at any special meeting when such statement is requested in writing by one-fourth (1/4th) of the votes;

b.            Supervise all officers, agents, and employees of this Association and to see that their duties are properly performed;

c.         Prepare an annual budget based upon prior years operating expenses for approval at the annual meeting of the Members.

d.         Based upon the budget approved at the annual meeting of the Members,

1.            Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; and

2.            Send written notice of each assessment to every Member subject thereto at least thirty (30) days in advance of each annual assessment.

e.         Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid and, if a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

f.          Procure and maintain adequate liability and hazard insurance on property owned by the Association;

g.         Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and

h.         Cause the Common Areas to be maintained.

 

ARTICLE 12

OFFICERS AND THEIR DUTIES

 

SECTION 12.01.            Enumeration of Officers.  The officers of this Association shall at all times be members of the Board, and shall be a president, a vice-president, a secretary, and a treasurer, and such other officers as the Board may, from time to time, by resolution create.

SECTION 12.02.   Election of Officers.  The election of officers shall take place at the first meeting of the Board following their election.

SECTION 12.03.   Term.  The officers of this Association shall be elected annually by the Board, and each shall hold office for one (1) year, or until a successor is elected, unless he shall sooner resign or shall be removed or otherwise disqualified to serve.

SECTION 12.04.   Special Appointments.  The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the board may, from time to time, determine.

SECTION 12.05.            Resignation and Removal.  Any officer may resign at any time by giving written notice to the Board, the President, and the Secretary.  Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed by concurrence of a majority of the Board at a special meeting of the Board called for that purpose.  No officer may be removed, however, unless he shall be given not less than five (5) days prior written notice of such special meeting and an opportunity to be heard.

SECTION 12.06.            Vacancies.  A vacancy in any office may be filled by appointment of the Board.  The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

SECTION 12.07.   Multiple Offices.  The offices of secretary and treasurer may be held by the same person.  No person shall simultaneously hold more than one (1) of any of the other offices, except in the case of special offices created pursuant to Section 12.04.

SECTION 12.08.   Duties.  The duties of the officers are as follows;

a.            PRESIDENT.  The president shall preside at all meetings of the Board and the Association, shall see that orders and resolutions of the Board are carried out; in the event of a tie during the voting of the Board of Directors, the president shall cast the deciding vote; shall sign all leases, mortgages, deeds, and other written instruments; and shall cosign all checks and promissory notes;

b.            VICE-PRESIDENT.  The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act; and shall exercise and discharge such other duties as may be required of him by the Board;

c.            SECRETARY.  The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall keep the corporate seal of the Association, if any, and affix it on all papers requiring said seal; shall serve notice of meetings of the Board and of the Members; shall keep appropriate current records showing Members of the Association, together with their addresses; and shall perform such other duties as required by the Board; and

d.            TREASURER.  The treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the Board; shall  cosign all check and promissory notes of the Association; shall keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and provide a copy of each to the Members.

 

ARTICLE 13

FISCAL MANAGEMENT

 

SECTION 13.01.   Budget.  The Board of Directors shall propose an Operating and Capital Expenditure Budget for each fiscal year which shall, at a minimum, include estimated common expenses, including a reasonable amount for contingencies and reserve less the unneeded fund balance on hand.  Copies of the proposed budget and resulting member assessments (dues) shall be transmitted to each member 10 days prior to the date of the annual meeting.  The budget and assessment proposals shall be presented to the Members at the Annual Meeting.  If the budget is not approved by a majority of the total membership of the Corporation, the current budget and assessment will continue in effect until such time that a new budget and assessment are approved by the membership.

SECTION 13.02.            Amendments to the Budget.  If a need arises to amend the budget during the course of the fiscal year, the amended budget shall be furnished to each member at least ten (10) days prior to any meeting that will cause a vote on approval of the amended budget.  Nonbudgeted expenditures shall not be made without an amendment to the budget.  Such amendments shall be approved by a majority of the members at a Special Meeting called for that purpose.

SECTION 13.03.   Funds.  The depository of the Association shall be such financial institution(s) as shall be designated from time to time by the Board and in which moneys of the Association shall be deposited.  Withdrawal of moneys from such accounts shall only be by checks signed by such persons as are authorized by the Bylaws.

 

ARTICLE 14

BOOKS AND RECORDS

 

The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member.  The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by and Member at the principal office of the Association, where copies may be purchased at a reasonable cost.

 

ARTICLE 15

AMENDMENTS

 

These Bylaws may be amended in the following manner;

SECTION 15.01.   Notice.  Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered.

SECTION 15.02.            Resolution.  A resolution adopting a proposed amendment may be proposed by either the Board or by the Members of the Association.  Directors and Members not present in person or by proxy at the meeting considering the amendment may express their approval in writing, providing such approval is delivered to the Secretary at, or prior to, the meeting.  Except as elsewhere provided, such approvals must be by at least two-thirds (2/3rds) of the Board and by not less than fifty percent (50%) of the votes of the entire membership of the Association.

SECTION 15.03.            Effective.  A copy of each amendment shall be certified by the President and Secretary of the Association as having been duly adopted and shall be effective when recorded in the Office of the Judge of Probate of Madison County, Alabama.

SECTION 15.04.            Conflict.  In case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

 

ARTICLE 16

FISCAL YEAR

            The fiscal year of the Association shall begin on the 1st day of June and end on the 31st day of May of every year.

The foregoing were adopted as the Bylaws of the AHWP HOMEOWNERS ASSOCIATION, at a Special Meeting of the Members on October 5, 1991 and amended on May 1993.

                       

 

                        BY:_ /s/     C. Crenshaw_

                                           Secretary

APPROVED:

 

BY:___/s/   J. Damron__

               President