Please send any comments on these bylaws to pleasantpointe29851@gmail.com.
Formal vote on these will be in June, 2010.
DRAFT BYLAWS FOR PLEASANT POINTE SUB-DIVISION
1. NAME AND LOCATION
1.1 The name of the corporation is Pleasant Pointe Owners Association (PPOA) hereinafter referred to as the “Association”. The principal office of the Corporation shall be located in the Pleasant Pointe Subdivision, Aiken County, South Carolina. The meetings of members and directors may be held at such places within the State of South Carolina, County of Aiken, as may be designated by the Board of Directors.
2. PURPOSES
2.1 The purposes for which PPOA is organized are:
a) To enhance the livability of the neighborhood by establishing and maintaining an open line of communication and liaison between the neighborhood, local and State government agencies, local businesses, utilities, and other nearby neighborhoods.
b) To provide an open process by which all members of the neighborhood may involve themselves in the affairs of the neighborhood.
c) To ensure fair and balanced enforcement of the PPOA Covenants, hereinafter referred to as the "Covenants" thereby maintaining property values of the neighborhood.
3. DEFINITIONS
3.1 “Association” shall mean and refer to the Pleasant Pointe Owners Association a non-stock, 501(c)(3) corporation.
3.2 “Common Area” shall mean all the real property, including the improvements thereto, owned by the Association for the common use and enjoyment of the neighborhood.
3.3 “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any lot(s), which is (are) a part of the Properties, including contract sellers.
3.4 “Properties” shall mean and refer to lots of the Pleasant Pointe Subdivision as shown on Subdivision Plats of record in the Clerk’s Office of Aiken County, South Carolina and any other land subject to the “Restrictions” or “Covenants,” as the same may be amended from time to time.
3.5 “Restrictions” or “Covenants” shall, unless the context otherwise indicates, mean and refer to any or all of those restrictions and covenants contained in the Declaration of Covenants, of the Pleasant Pointe Subdivision of Aiken County, South Carolina.
3.6 “Unimproved Lot” shall mean and refer to all lots prior to their sale by the Developer, or any lot owned but not yet built upon.
4. MEMBERSHIP
4.1 Every owner of a Lot(s) shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot(s) that is subject to assessment.
5. MEETINGS
5.1 Annual Meeting - The annual meeting of the members shall be held during the month of February. The Board may select another date if it deems it necessary, and shall provide appropriate notice to all members.
5.2 Special Meetings - Special meetings of the members for any purpose, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request, in writing, of at least twenty-five (25) percent of the members.
5.3 Place of Meeting - The Board of Directors may designate any place within the Pleasant Pointe subdivision, or within a radius of three miles thereof, as the place for any annual or special meeting.
5.4 Notice of Meeting - Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten days before the date of the meeting, either personally, by e-mail, or by U.S. mail, by or at the direction of the President, or the Secretary, or the Officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as records.
5.5 Quorum - The presence at the meeting, in person or by proxy, of 10 percent of the members entitled to vote, shall constitute a quorum. If less than 3 percent of such members are so represented, a majority of the members so represented shall adjourn the meeting without further notice. Should it be determined by the Board that the business that was to be discussed and addressed at the meeting cannot wait for the calling of another meeting, the meeting shall proceed for those items. A majority vote of those members present shall constitute passage or rejection of the item voted upon.
5.6 Conduct of the Meeting - The President of the Association shall act as chairperson at each meeting of the members. In the President’s absence, the Vice-President, or should he/she be also absent, then a member chosen by majority vote of the members present and entitled to vote, shall act as chairperson of the meeting. The Secretary of the Association, or an Assistant Secretary, or in their absence, any member designated by the Chairman, shall record the minutes of the meeting. The meeting shall be conducted according to Roberts Rules of Order.
5.7 Agenda - Subject to the approval of the Board of Directors, an agenda shall be prepared for general and special meetings of the membership. Any person may add an item to the agenda by submitting the item in writing to a member of the Board of Directors at least seven (7) days in advance of the membership meeting. At the beginning of the membership meeting, any member may request that an item be added to the agenda under “other business.” Any member item added in this fashion shall be limited to 5 minutes under “other business.”
5.8 Minutes - Minutes shall be recorded at all meetings by the Secretary, or Designee, and made available for review by owners within thirty (30) days after a meeting, in draft, summary or final form. Owners are to receive notice of the availability of minutes at least once each year by general mailing or personal delivery.
6. OFFICERS AND DIRECTORS OF THE ASSOCIATION
6.1 The Officers of the Association shall be President, Vice-President, Secretary and Treasurer.
6.2 Officers of the association shall be elected from and by the general membership at the Annual Meeting. Election of officers shall be by a show of hands of those at the meeting that are eligible to vote. At such election the members or their proxy may cast one vote per lot owner. The persons receiving the largest number of votes shall be elected. A vote for an officer nominated may be cast by a member by mail, or by e-mail, on a ballot forwarded to the Board by the member at least five (5) days prior to the annual meeting. The officers shall hold office until their successors have been duly elected and shall have qualified, or until their death, or until they shall resign, disqualified to serve or shall have been removed in the manner hereinafter provided.
6.4 All board members shall be members of the Association in good standing. There shall be at least four (4) board members. The Board of Directors may appoint additional committees and agents as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. Officers and directors shall serve for a term of two years. Officers and Directors and/or at large members can serve an unlimited number of successive terms following the election process described above. Terms shall be staggered such that no more than one half of the officers and directors terms shall expire in any one year. In addition any director missing three (3) consecutive meetings of the board without good cause shall be deemed to have resigned and shall be removed from office. The President will inform the affected Board member, in writing, of this dismissal. The Board shall make election to the position of Chair.
6.5 A vacancy in any office may be filled by appointment by the Board. The officer/director appointed to such vacancy shall serve for the remainder of the term of the officer/director he/she replaces. Any officer/director may resign at any time by giving written notice to the President or to the Secretary of the corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6.6 The Board, declaring such removal to be in the best interest of the Association, may remove any officer, director or agent from office with or without cause. Such action shall be by two-thirds (2/3) resolution of the Board of Directors and adopted at any regular or special meeting of the Board.
6.7 All officers, Directors and committee members of the Association shall be volunteers and not be entitled to a cash payment for their services. However, in return for their time and efforts, the Board members will not be required to pay the annual Association assessment. These privileges shall be in force only for the duration of their service on the board. The Board, by majority vote, may grant these same benefits to committee members, at its discretion.
7. DUTIES AND POWERS OF THE BOARD
7.1 General duties of board members shall be to manage the affairs of the PPOA in the interim between annual meetings. The board shall be accountable to the membership and shall strictly comply with these bylaws.
7.2 The Board of Directors shall manage all business and affairs of the Association. The Board of Directors shall have and exercise all the powers of the Association, and except as may otherwise be expressly required by law, the Articles of Incorporation, or these Bylaws.
7.3 The Board of Directors shall have power to:
(a) Conduct, manage and control the affairs and business of the Association and to adopt rules and regulations consistent with the Covenants, and to establish penalties for the infraction thereto;
(b) Select all officers, agents, managers, independent contractors, or such other employees as they deem necessary, and to prescribe their duties;
(c) Levy, collect and enforce assessments by any means provided in the Covenants, and by South Carolina law;
(d) Bring litigation, in the name of the Association, against Owners to collect delinquent assessments or cure a violation of any restrictions, covenants, conditions, rules or regulations of the Association;
(e) Spend Association funds, with discretion, for the purpose of improving the common properties and facilities, or obtaining assets at equitable costs;
Arrange to have the maintenance and caretaking functions of the Association or any part thereof performed by a third party or parties pursuant to contract;
Participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and common area, provided that any merger, consolidation or such annexation shall have the assent by vote of a majority of those submitting votes;
Procure and maintain adequate liability hazard, and other risk insurance on property owned by the Association;
Cause all officers or employees having fiscal responsibilities to be bonded, and to procure such bonds as determined appropriate;
Cause all taxes and assessments against the property of the Association, which are or could become a lien on the Common Area to be paid when due.
Settle disputes affecting neighborhood livability within the powers vested in the covenants.
7.4 The Board shall not take any of the following actions, except with the vote or written consent of a majority of the voting power of the Association:
Obtain prepaid casualty and/or liability insurance policies of not to exceed three years duration provided that the policy permits short rate cancellation by the insured;
Selling any property of the Association without approval of a majority of the homeowners;
Entering into any management agreement for the properties which is not terminable by the Association in sixty (60) days or less with or without cause, upon written notice thereof. The term of any such agreement may not exceed one year;
8. DUTIES OF THE OFFICERS
8.1 The President shall preside at all meetings of the Board of Directors, and shall see that orders and resolutions of the Board of Directors are carried out, shall sign all leases, mortgages, deeds and other written instruments and may co-sign all checks and promissory notes.
The President shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the corporation and shall have general and active control of its affairs and business and general supervision of its officers and agents. The President shall preside at all meetings of the general membership and shall perform all duties incident to the office. The President shall be a voting member of all committees. He/she shall serve as the chief communications officer for the Association with external organizations, government agencies and the media.
8.2 The Vice-President shall have the authority to act in the place and stead of the President in the event of his/her absence, inability or refusal to act, and exercise and discharge such other duties as may be required of him/her by the President. The Vice-President shall also be responsible for developing a long-range plan for capital projects benefiting the livability of the neighborhood. The plan shall be based on a nominal five (5) year horizon and updated yearly. The Vice-President shall be subject to all of the restrictions upon the President. He/she may also co-sign checks and promissory notes.
8.3 The Secretary shall record the votes of any motion that is seconded and voted, and keep the minutes of all meetings and proceedings of the Board. The Secretary shall also serve notice of meetings of the Board and of the members, keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. The Secretary may co-sign checks and promissory notes.
8.4 The Treasurer shall be the chief financial officer of the Association and has the primary fiduciary responsibility of the Association's financial assets. The Treasurer shall have the care and custody of all funds, securities evidences of indebtedness and other personal property of the Association, and shall deposit the same in accordance with the instructions of the Board of Directors. The Treasurer may co-sign all checks and promissory notes of the Association. He/she shall prepare an annual budget for general expenses budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting. If the Association engages the services of a Certified Public Accountant (CPA), or managing agent, to undertake any of these tasks, the treasurer is relieved of those specific duties delegated to such person or entity.
The Treasurer shall keep and maintain detailed, accurate records of the receipts and specifying and itemizing the expenses incurred. Such records and vouchers authorizing the payment shall be available for examination by members and others with an interest such as encumbrances or prospective lenders at convenient hours of weekdays upon reasonable notice.
Audits, by a third-party organization, shall be periodically conducted at the discretion of the Board of Directors.
9. MEETINGS OF BOARD OF DIRECTORS
9.1 A minimum of four (4) regular meetings of the Board of Directors per year shall be held at such place and hour as may be fixed from time to time by resolution of the Board. Notice shall be given to each Director, at least 48 hours prior to the called meeting, personally by telephone or e-mail or at least four (4) days by regular mail, prior to the meeting if any rescheduling occurs by necessity. These meetings shall be open sessions to all members of the Association; provided, however, that members who are not Directors may not participate in any deliberation or discussion unless expressly authorized by the Board of Directors. Only board members shall be entitled to vote. Formal notification of the general Association membership of these meetings is not required. A quorum for board meetings shall be at least three (3) members, or more than one-half of the total membership of the Board. Decisions shall be made by majority vote. Board members may vote by proxy, but members represented by proxy shall not be counted towards a quorum. Meetings will be run using Roberts Rules of Order.
9.2 The President of the Association or a Director chosen by a majority of the Directors present, should the President be absent, shall act as chairperson of each meeting of the Board of Directors. The Chairperson shall determine the order of business at each meeting. The Secretary of the Association, or in his/her absence, any person appointed by the Chairperson, shall act as Secretary of the meeting.
9.3 Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two Directors, after not less than seventy-two (72) hours notice to each Director in the manner prescribed above.
9.4 In any situation where action is needed and either a special or regular meeting will not suit the purpose, the Board of Directors may handle the action as follows:
The Board member first notified shall make a good faith attempt to notify each and every other Board member and call a meeting at the earliest possible reasonable time. When it appears sufficient board members are not available for a meeting, said contact person shall attempt to get a “consensus” from the Board member as to the action needed, depending on the circumstances, using a telephone tree or arranging a teleconference. If the Board member is unable to schedule a meeting with at least a quorum present, in a reasonable amount of time that is consistent with the circumstances, the ‘consensus’ shall determine what action is to be taken, and shall be the subject of a request for ratification at a later Board of Directors meeting. The contact person shall make every possible attempt to achieve at least a majority ‘consensus’ before taking any specific action.
9.5 The Board may, with the approval of a majority of a quorum of the Directors, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation or pending litigation, matters within the attorney/client privilege umbrella, and/or matters of a particularly sensitive nature involving rights to confidentiality or privacy. These matters include, but are not limited to requests by homeowners for “closed session” hearings where appropriate provided the general nature of the business to be considered in executive session is first announced in open session.
10. COMMITTEES
10.1 The Board shall establish both standing and ad hoc (i.e., special) committees, as it deems necessary. Committees shall make recommendations to the Board for board actions. Committees shall not have the power to act on behalf of the organization without specific authorization from the Board. The appointment of a director to any committee, if not sooner terminated, shall automatically terminate upon the expiration of his/her term as a director of the Association, or upon the earlier cessation for any reason of his/her membership on the Board of Directors.
10.2 The Board of Directors shall appoint a chairperson of each committee. The Chairperson of the committee may from time to time, solicit the assistance of other individuals to aid in the performance of his/her duties. It is not required that these individuals be members of the Board. However, they must be members in good standing of the Association. Should it become necessary, because of workload, that a full-time assistant be required, that individual would then become a member of the Board.
10.3 The purpose of the Architectural Control Committee shall be to exercise the powers set forth in the Covenants and maintain control over new construction, additions and modifications to property and structures within the subdivision. The goal of the Architectural Control Committee is to maintain consistency and aesthetic appeal of the aforementioned new construction, additions and modifications to ensure that there is no deterioration in the property values of nearby homes. The Architectural Committee may exercise the authority of the Board in all matters associated with architectural control and grant approvals or issue denials at its own discretion. The Architectural Control Committee is accountable to the Board of Directors and shall report on all matters and decisions it undertakes at each meeting of the Board of Directors.
10.4 The purpose of the Covenants Committee shall be to maintain control over the covenants of the subdivision. The committee shall be responsible for maintenance and enforcement of the covenants. The Committee shall assure that the covenants are in agreement with local laws and restrictions and are in concert with available technologies. The goal of the Covenants Committee is to ensure the covenants are adhered to by all property owners and provides adequate direction to assure maintenance and appreciation of value to the Members’ property.
11. CONSIDERATION OF MEMBER PROPOSALS
11.1 Any person or group of the Association may propose in writing items for consideration, and/or recommendations to the Board of Directors. The Board shall decide whether proposed items will appear on the agenda of either the Board or one of the committees or a general or special meeting of the Association.
11.2 The proponent and members directly affected by such proposals shall be notified of the place, day, and hour the proposal shall be reviewed within three (3) days of the meeting. The proponent may attend this meeting to make a presentation and answer questions concerning the proposal. The Board shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
11.3 Should the proponent(s) disagree with the decision of the Board, he/she/they may request, in writing, a vote of the entire Association. A two-thirds majority vote of the Association will be required to override the decision of the Board of Directors.
12. ASSESSMENTS
12.1 As provided for in the Covenants, each member is obligated to pay to the Association, annual, special, and other assessments. Any assessments, which are not paid when due, shall be delinquent and subject to late fees and/or interest as more fully provided for in the Covenants. As more fully provided therein, the Association may bring an action at law against the Owner personally obligated to pay the same, interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the common areas, recreational facilities or abandonment of his/her lot.
12.2 Each owner of any lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, agrees to pay to the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs, and reasonable attorney’s fees, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with interest, costs, and reasonable attorney’s fees, shall also be a personal obligation of the person who was the owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them.
12.3 The assessments levied by the Association shall be used by the Board of Directors exclusively to promote the recreation, health, protection, safety, and welfare of the residents in the subdivision and for the improvement, beautification, and maintenance of the common areas.
12.4 The Board of Directors shall fix the annual assessment rate based upon the existing budget and proposed future expenditures.
12.5 In addition to the annual assessments authorized above, the Board may levy, in any assessment year, a special assessment. This special assessment is only applicable to that year, and only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement. These improvements can be within the Common Area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of more than two-thirds of the vote of the members.
12.6 Written notice of any meeting called for the purpose of taking any action authorized under this Section shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifty (50) per cent of all the votes shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
12.7 Both annual and special assessments must be fixed at a uniform rate for all lots, and may be collected on a monthly, a quarterly, a semi-annual or an annual basis.
12.8 The annual assessment provided for herein shall commence as to all lots upon decision by the Board of Directors. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto. The due date associated with the payment of the annual assessment, shall be established by the Board of Directors.
13. PROPERTY RIGHTS
13.1 Every owner shall have a right and easement of enjoyment in and to the common areas that shall be appurtenant to and shall pass with the title to every lot, subject to the following provisions:
(a) The right of the Association to charge reasonable admission and other cost-recovery fees for the use of any recreational facility situated upon the common areas;
(b) The right of the Association to suspend the voting rights and right to use of the recreational facilities by a owner for any period during which any assessment against his/her lot remains unpaid; and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations;
(c) The right of the Association to dedicate or transfer all or part of the common area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by two-thirds (2/3) of members has been recorded.
14. MISCELLANEOUS PROVISIONS
14.1 The Board of Directors shall have power to make, amend and repeal the bylaws at any annual meeting or at any special meeting called for the purpose. This power shall not be exercised by any other committee or entity.
14.2 No part of the net earnings or funds of the Association shall inure to the benefit of or be distributed to its members, trustees, officers, except that the Board shall be authorized and empowered to pay reasonable compensation for the services rendered by outsider individuals and organizations.
14.3 The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December every year. The Board of Directors retains the right to modify the fiscal year if it deems that such action would yield advantageous tax benefits to the Association.
14.4 In the case of any conflict between the Covenants and these Amended Bylaws, the Covenants shall be the controlling document.
14.5 Any notice permitted or required to be delivered as provided herein may be delivered either personally (i.e., which includes delivery to mailbox at the residence) or by first-class mail. If delivery is made by mail, it shall be deemed to have been delivered forty-eight (48) hours after a copy of same has been deposited in the United States mail, postage prepaid, addressed to each such person at the address given by such person to the Secretary for the purpose of service of such notice or to the residence site of such person. Such address may be changed from time to time by notice in writing to the Secretary. All notices required to be delivered for the purpose of violation or advisement of lien placement shall be delivered by Certified mail, return receipt requested.
14.6 The PPOA shall not discriminate against individuals or groups on the basis of race, religion, color, sex, age, disability, national origin, income or political affiliation in any of its policies, recommendations or actions.
