By-Laws

By-Laws & Declarations last Amended February 2, 2009.

ARTICLE I
NAME AND LOCATION

Section 1. NAME.

The name of the Corporation is “KINGSWOOD CONDOMINIUM ASSOCIATION, INC.” hereinafter referred to as the “Corporation.”

Section 2. LOCATION.

The Corporation shall have its principal office at 464 Kingswood Court, Albany, Dougherty County, Georgia, which office may be changed from time to time by majority vote of the Board of Directors. Meetings of members and directors may be held at such places within the State of Georgia, County of Dougherty, as may be designated from time to time by the Board of Directors.

ARTICLE II
DEFINITIONS

Section 1. ACT

means that certain condominium statutes enacted by the General Assembly of the State of Georgia which was approved on April 12, 1963, and published by authority of said State of Ga. Laws 1963, No. 452, at 561, as subsequently amended.

Section 2. ASSESSMENT

means a member’s share of the Common Expenses which from time to time is assessed against a member by the Corporation in the manner provided for in the Declaration.

Section 3. CORPORATION

means KINGSWOOD CONDOMINIUM ASSOCIATION, INC., its successors and assigns, acting on behalf of the members for the purpose of administering Kingswood Condominiums business.

Section 4. COMMON AREA

means that portion of the Property as designated in the Declaration for the common use and enjoyment of the members but shall not include any portion of the Property on which Residences have been or shall be constructed.

Section 5. DECLARATION

means the Declaration of Condominium for Kingswood Condominiums applicable to the Property which shall be recorded in the Office of the Clerk of the Superior Couri of Dougherty County, Georgia, as originally recorded September 23, 1974 and subsequently amended.

Section 6. OWNER

means the Record Owner, whether one or more Persons, of a fee simple title to any Residences which is a part of the Property and an undivided interest in the fee simple estate of the Common Area, excluding, however, those Persons having such interest merely as security for the performance of an obligation. In addition, for voting purposes, the spouse of an Owner shall be eligible to vote for the Owner unless said right is revoked in writing by the Owner and delivered to the Board prior to any vote.

Section 7. PERSON

means an individual, corporation, partnership, association, trustee, or other legal entity.

Section 8. PROPERTY

means that certain tract or parcel of land described in the Declaration and thereby submitted to the provisions of the Act.

Section 9. RESIDENCE

means a single-family residential unit constructed or to be constructed as part of a residential building which contains two or more of such single-family residential units.

ARTICLE III
MEMBERSHIP AND VOTING RIGHTS

Section 1. MEMBERSHIP.

Every Person who is the Record Owner of a fee or undivided fee interest in any Residence which is a part of the Property and which is or may become subject by covenants of record to Assessment by the Corporation shall be a member of the Corporation. The foregoing is not intended to include persons who hold an interest merely as security for the performance of an obligation. No Owner, whether one or more Persons, shall have more than one membership per Residence. Membership shall be appurtenant to and may not be separated from ownership of any Residence. Ownership of a Residence shall be the sole qualification for membership.

Section 2. VOTING RIGHTS.

The Corporation shall have one class of voting membership which shall consist of all members. Each Owner holding the interest required for membership by Section 1 of this Article III, shall be entitled to a vote equal to his percentage of undivided interest in and to the Common Area. When more than one Person holds such interest in a Residence the vote for such Residence shall be exercised as they among themselves determine. In no event shall more than one vote be cast with respect to any Residence. This section is also subject to the provisions of Article II Section 6 above.

Section 3. SUSPENSION OF MEMBERSHIP AND VOTING RIGHTS.

During any period in which a member shall be in default in payment of any Annual or Special Assessment levied by the Corporation, the voting rights and right to use of the recreational facilities, if any, or such member may be suspended by the Board of Directors until such Assessment has been paid. Such rights of a member may also be suspended, for a period not to exceed THIRTY (30) DAYS for violation of any rules and regulations established by the Board of Directors governing the use of the Common Area.

ARTICLE IV
PROPERTY RIGHTS: RIGHTS OF ENJOYMENT

Section 1. DELEGATION RIGHTS.

Each member shall be entitled to the use and enjoyment of the Common Area as provided in the Declaration. Any member may delegate his rights of enjoyment of the Common Area to the members of his family or his tenants who reside on the Property. Such member shall notify the secretary in writing of the name of any such tenant. The rights and privileges of any such delegate are subject to suspension to the same extent as those of the member.

ARTICLE V
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. NUMBER

From and after the first annual meeting of members, the affairs of the Corporation shall be managed by FIVE (5) Directors, each of whom shall be a member (or spouse of the member) of the Corporation.

Section 2. ELECTION.

At the annual meeting the members shall elect FIVE (5) Directors for a term of ONE (1) YEAR, and at each annual meeting thereafter the members shall elect FIVE (5) Directors for a term of ONE (1) YEAR.

Section 3. REMOVAL.

Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Corporation. In the event of death, resignation, or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for thy unexpired term of his predecessor.

Section 4. COMPENSATION.

No Director shall receive compensation for any service he may render to the Corporation. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. ACTION TAKEN WITHOUT A MEETING.

The Directors shall have the right to take any action in the absence of a meeting which they 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 at a meeting of the Directors.

ARTICLE VI
MEETINGS OF DIRECTORS

Section 1. REGULAR MEETINGS.

Commencing with the month following that in which the first annual meeting of members takes place, regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. SPECIAL MEETINGS.

Special meetings of the Board of Directors shall be held when called by the President of the Corporation or by any Board Member, after not less than TWO (2) DAYS’ notice to each Director.

Section 3. QUORUM.

THREE (3) Directors shall constitute a quorum for the transaction of business. Except as otherwise expressly provided, every act or decision done or made by a Majority of the Directors present at a duly held meeting at which quorum is present shall be regarded as the act of the Board.

ARTICLE VII
NOMINATION AND ELECTION OF DIRECTORS

Section 1. NOMINATION.

The first Board of Directors shall be elected at the first annual meeting of members and nominations, therefore, shall be made only from the floor. Thereafter, nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until foe close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations shall be made from among the members of the Corporation.

Section 2. ELECTION.

Election to the Board of Directors shall be by secret written ballot cast at the annual meeting. 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 Declaration. The Persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. POWERS.

The Board of Directors shall have power:

  1. To adopt and publish rules and regulations governing the use of the Common Area and the personal conduct of the members and their guests thereon, and to establish penalties for the
    infraction thereof;
  2. To exercise for the Corporation all powers, duties, and authority vested in or delegated to the Corporation not reserved to the membership by other provisions of these Bylaws or the Declaration;
  3. To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from Three (3) consecutive regular meetings of the Board of Directors; and
  4. To enter into management agreements with third parties in order to facilitate the efficient operation of the Development. It shall be the primary purpose of such management agreements
    to provide for the administration of the Development, the maintenance, repair, replacement, and operation of the Common Area, and the receipt and disbursement of funds as may be authorized by the Board of Directors. The terms of said management agreements shall be as determined by the Board of Directors to be in the best interest of the Corporation and shall be subject in all respects to the Bylaws and the Declaration.
  5. To exercise any and all other power necessary for the administration of the affairs of the Corporation and may do all acts and things except as by law or by the Declaration may not be delegated to the Board of Directors.

Section 2. DUTIES.

It shall be the duty of the Board of Directors:

  1. To cause to be kept a complete record of all its acts and business affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by at least FIFTY-ONE PERCENT (51 %) of the members who are entitled to vote;
  2. To supervise all officers, agents, and employees of this Corporation, and to see that their duties are properly performed;
  3. As more fully provided in the Declaration:
    1. to fix the amount of the Annual Assessment against each Residence at least FORTY-FIVE (45) DAYS in advance of each Annual Assessment period; and
    2. to deliver written notice of each Assessment to each Residence or send written notice of such Assessment to every member subject thereto at least THIRTY (30) DAYS in advance of each Annual Assessment period.
  4. To issue, or to cause its duly authorized agent or an appropriate officer to issue, upon demand by a member at any time a certificate setting forth whether the Assessment on such member’s Residence have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any Assessment therein stated to have been paid.
  5. To procure and maintain insurance and perform all functions related thereto as provided for and in accordance with the terms of the Declaration;
  6. To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
  7. To cause the Common Area to be maintained, repaired, and replaced as provided in of the Declaration;

ARTICLE IX
COMMITTEES

Section 1. APPOINTMENT.

The Corporation shall appointment an Architectural Committee as provided in the Declaration and a Nominating Committee as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes.

ARTICLE X
MEETINGS OF MEMBERS

Section 1. ANNUAL MEETING.

There shall be one (1) annual meeting of the members of the Corporation each year, on the second Tuesday of January. The meeting shall begin at 7:30 o’clock P.M. unless otherwise provided by the members at any previous meeting. If the day for the meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. SPECIAL MEETINGS.

Special meetings of the members may be called any time by the President or by any member of the Board of Directors, or upon written request of the members who are entitled to vote at least FIFTEEN PERCENT (15%) of the votes of the membership.

Section 3. 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, (a) by delivering a copy of such notice to each Residence at least FIFTEEN (15) DAYS before such meeting, or (b) by mailing a copy of such notice, postage prepaid, at least FIFTEEN (15) DAYS before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Corporation, or supplied by such member to the Corporation 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 4. QUORUM.

The presence at the meeting of members entitled to cast, or of proxies entitled to cast, at least NINETEEN (19) of the votes of all membership shall constitute a quorum for any action except as otherwise provided in the Georgia Condominium Act or the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. PROXIES.

At all meetings of members, each member may vote in person or by proxy in which the designated representative is another member or a member’s spouse. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by a member of his Residence, or his attendance at the meeting for which proxy was given.

Section 6. ORDER OF BUSINESS.

The Order of Business at any meeting shall be determined by the President of the Board of Directors.

ARTICLE XI
OFFICERS AND THEIR DUTIES

Section 1. ENUMERATION OF OFFICERS.

The officers of this Corporation shall be a President and Vice-President, who shall at all times be members of the Board of Directors, a Secretary, a Treasurer, and such other officers as the Board may from time to time be resolution create. One person may be Secretary and Treasurer.

Section 2. ELECTION OF OFFICERS.

The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. TERM.

The officers of this Association shall be elected annually by the Board and each shall hold office for ONE (1) YEAR unless he or she shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. SPECIAL APPOINTMENTS.

The Board may elect such other officers as the affairs of the Corporation 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 5. RESIGNATION AND REMOVAL.

Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or 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.

Section 6. VACANCIES.

A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. MULTIPLE OFFICES.

The officers of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to this Article.

Section 8. DUTIES.

The duties of the officers are as follows:

PRESIDENT

  1. The President shall preside at all meetings of the Board of Directors and Owners; shall see that orders and resolutions of the Board are carried out; shall sign all written instruments regarding the Common Area; shall co-sign all checks and promissory notes if any; and shall have all other powers and duties which are generally incident to the office of President of a corporation.

VICE-PRESIDENT

  1. 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/her by the Board.

SECRETARY

  1. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep appropriate current records showing the members of the Corporation together with their addresses, and shall perform such other duties as may be required of him/her by this Board.

TREASURER

  1. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Corporation and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Corporation; keep proper books of account; cause an audit of the Corporation books at the discretion of the Board; 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 deliver a copy of each to the members.

ARTICLE XII
BOOKS AND RECORDS

Section 1. INSPECTION.

The Declaration, Bylaws, books, records, and papers of the Corporation shall at all times during reasonable business hours, be subject to inspection by any member.

ARTICLE XIII
CORPORATION SEAL

Section 1. DESCRIPTION.

The Corporation shall have a seal in circular form having within its circumference the words: KINGSWOOD CONDOMINIUM ASSOCIATION, INC.

ARTICLE XIV
AMENDMENTS

Section 1. PROCEDURE.

These Bylaws may be amended at a regular or special meeting of the members, by a TWO-THIRDS (2/3) vote of a quorum of members present in person or by proxy, except that any such amendment shall become effective only when set forth in a duly adopted and recorded amendment to the Declairation as required by the Act.

Section 2. CONFLICTS.

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

ARTICLE XV
MISCELLANEOUS

Section 1. FISCAL YEAR.

The fiscal year of the Corporation shall begin on the First (1st) day of January and end on the Thirty-first (31st) day of December of every year, except that the first fiscal year shall begin on the date on which the Declaration is filed in the Office of the Clerk of the Superior Court of Dougherty County, Georgia.

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