BY-LAWS AMENDED 2003

ARTICLE I - Membership

Section 1. Members are lot owners of record as described in the Articles of Incorporation. Members in good standing are those members who have currently paid their dues or other assessments. Only members of good standing may hold office in the Association and vote on any Association business.

 

Section 2. A member of good standing may nominate a proxy to exercise the member's vote at a given meeting. To be valid, the member must notify the secretary of the association in writing as to the name and address of the proxy fourteen (14) days before the vote. The number of proxies that a homeowner may hold is limited to two. Voting by proxy is limited to a particular meeting notification. Proxies cannot be used to vote on new items brought to the floor.

 

ARTICLE II - Board of Directors

 

Section 1. The business of the corporation shall be managed by a Board of not less than three (3) nor more than seven (7) Directors, the specific number for any year to be fixed by the members at the annual meeting or any other meeting held for the purpose of electing a Director or Directors. Each Director shall be a member of the corporation. Initially three (3) Directors shall be elected to serve until the next annual meeting and four (4) Directors shall be elected to serve until the second annual meeting. Thereafter all Directors shall be elected for a term of two years, electing three (3) Directors one year and four (4) Directors the next year.

 

Section 2. Vacancies on the Board shall be filled by the President, with the consent of the Board, by appointing a member of the association in good standing to complete the vacant term.

 

Section 3. The annual meeting of the Board of Directors at which the officers of the corporation shall be elected shall be held immediately following the adjournment of the annual meeting of the membership.

 

Section 4. Meetings of the Board of Directors other than annual meetings may be held at such place as a majority of the Directors may agree.

Section 5. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business.

Section 6. Meetings of the Board of Directors may be called by the President or Secretary of the corporation at any time and may be held after giving sufficient notice to each Director to enable attendance.

Section 7. A member may resign by submitting a letter of resignation to the President of the Association.

Section 8. If a Board Member misses three board meetings without an excuse acceptable to the Board, the member may be removed from the board by majority vote of the Board.

 

Section 9. Thirty (30) days prior to the annual meeting the Board shall submit a written budget to the membership for the forthcoming year.

 

Section 10. Prior to the annual meeting, the Board shall send to the membership a copy of the minutes of the previous general meeting.

 

ARTICLE III -Officers

Section 1. The officers of this corporation shall be President and Vice President who shall be elected by the Board of Directors at the annual meeting of the Board to serve until the next annual meeting and until their successors are elected and have qualified. Vacancies in any office may be filled by the Board of Directors at any meeting.

 

              Section 2. The President shall preside at all Directors' meetings, shall have general management of the affairs of the corporation, shall appoint and discharge all agents and employees, subject to the approval of the Board of Directors, and shall perform all such other duties as are incident to the office or as may be required by the Board of Directors.

 

Section 3. The Vice President shall in the absence or incapacity of the President perform the duties of that officer.

 

Section 4. The Secretary of the corporation shall be appointed by the President subject to the approval by a majority of the Board and shall keep the minutes of all Directors' meetings. The Secretary shall attend to the giving and serving of all notices of the corporation, and shall perform all such other duties as required by the Board of Directors. The Secretary shall keep a list which is current at the time of each annual or special meeting of the record owners of each of the lots in Goldcrest Divisions I through V.

 

Section 5. The Treasurer shall be appointed by the President subject to approval by a majority of the Board and shall keep regular books of account, and shall submit them, together with all other records and papers, to the Board of Directors at any meeting when required to do so.

 

Section 6. In addition to the foregoing officers, the Board of Directors may, from time to time, elect

such other officers as they may see fit, with such duties as the Board may deem proper and may combine the duties of Secretary and Treasurer.

ARTICLE IV - Committees

Section 1. The Board shall appoint the following standing committees. The committee membership may include members of good standing who are not officers. In addition to the committees listed, the Board may establish other committees it deems appropriate.

 

Architectural Control Committee. This committee shall review and approve architectural modification to home sites in the association. Such decisions shall be ratified at the next Board meeting.  A member in good standing may appeal a ratified committee decision to the membership at a scheduled meeting.

 

Beautification Committee. This committee shall plan and implement the green-belt improvement plan and perform other duties as assigned by the board.

 

Maintenance Committee. This committee shall solicit proposals for maintenance contracts and supervise their implem6ntation.

Neighborhood Liaison Committee. This committee will work with the city, county, and other organizations to further the interests of the association.

Audit Committee. This committee will review the budget of the association and the expenditures against the budget and report its findings to the membership at the annual meeting. The chair of this committee and the majority of its members shall not be officers or members of the Board.

Information Committee. This committee will publish Goldcrest Newsletter, maintain membership database, prepare bulletins.

 

ARTICLE V – Meetings

 

Section 1. There shall be no less than two meetings of the association each year. The Spring meeting will be held in March. At the Spring meeting, the budget shall be approved.

 

Section 2. Special meetings of the members may be held at any convenient place upon the call of the Board of Directors or President after notice of the time, place and purpose of such meeting has been delivered to each member in person or mailed to the member's last known address at least fourteen (14) calendar days before the appointed meeting, or at any time when all members are present in person or by proxy waive notice and consent thereto. The notice shall include a copy of the minutes of the last membership meeting. This notice constitutes a reading of the minutes. The notice shall also include the planned agenda to the meeting and other documents required elsewhere in these by-laws.

 

Section 3. Meetings may be adjourned or canceled at any time and without notice.

 

             Section 4. The presence in person or by proxy of 20% of the voting membership at a properly called meeting shall constitute a quorum for the transaction of business at such meeting of the membership. A proxy shall be in writing, signed by one member authorizing another member to vote in his or her place at a particular meeting.

 

             Section 5. The rules of procedure at meetings of the membership and of the Board of Directors of the corporation shall be in accordance with those rules contained in Robert's Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, the Protective Covenants or with any resolution of the Board of Directors.

 

ARTICLE VI - Assessments

Section 1. At the spring meeting the membership shall approve the annual assessment of the membership for the coming year. The approval will be by a majority of those present in person or proxy.

 

ARTICLE VII - Indemnification of Directors and Officers.

 

Section 1. Each director or officer now or hereafter serving the corporation and each person who at the request of or on behalf of the corporation is now serving or hereafter serves as a director or officer of any other corporation, whether for profit, or not for profit, and his respective heirs, executors, and personal representatives, shall be indemnified by the corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under Bylaw, agreement, vote of the Board of Directors or members, or otherwise.

 

ARTICLE VIII - Fiscal Policy

 

Section 1. The fiscal year of the Association shall begin on the first day of April and terminate on the last day of March each year.

 

Section 2. The books of the Association shall be maintained in accordance with generally accepted accounting procedures and practice. The Treasurer shall maintain a complete copy of the Association's fiscal records.

 

Section 3. Financial statements and audits. The Treasurer shall cause a financial statement to be prepared and included in the notification of the Spring meeting. Under normal circumstances a financial statement would be included in all membership notifications. Annually, prior to the Spring meeting, the Audit Committee shall review the books. The Board may, on its own motion or by a majority vote of the membership, retain the services of an outside auditor.

 

Section 4. Bonding. The Treasurer, authorized check signers, or other Board Members who directly handle Association funds may be bonded to an amount determined by the Board. The Association shall bear the cost of the bonding.

 

Section 5. No loans shall be made by the Corporation to any officer or director.

 

Section 6. The Board of Directors of the Association shall keep in force at all times a Commercial General Liability Insurance Policy and a Directors and Officer's Insurance Policy. Premiums shall be paid by the Association out of the annual assessment.

 

Section 7. The Board shall have authority to hire a SecretarylTreasurer and authorize a reasonable payment for services.

ARTICLE IX - Amendments of the Bylaws

 

Section 1. These By-Laws may be amended by the members of the Association at any annual or special meeting where proper notice is given, by a majority vote of those members who are present in person or proxy.

 

Section 2. Proper notification means that each member in good standing has been sent a written notice of the meeting including: (a) the wording of the amendment, (b) the proposer and (c) its purpose. The notice may include documents in opposition to the amendment. Notice must be given at least thirty (30) days prior to the meeting.

By-laws amended March 27,2003 Annual Spring Meeting