BY-LAWS
OF
ELON FARMS ASSOCIATION
ARTICLE I
NAME AND LOCATION. The name of the corporation is ELON FARMS ASSOCIATION, hereinafter referred to as the "Association". The principal office of the corporation shall be located at 903 Sloan Court, Jonesboro, GA 30238. However, meetings of members and directors may be held at such places within the State of Georgia, County of Clayton, as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. "Association" shall mean and refer to Elon Farms Association, its successors and assigns.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. Annual meeting of the members not be required, but each regular meeting of the members shall be held at least twice a year at the place and time to be determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the membership.
Section 3. Notice of Meetings. 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 electronic mail or by mailing a copy of such notice, postage paid, at least 2 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 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one third (1/3) of the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have 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. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall-be managed by the Board of at least three (4) directors, consisting of at least the President, Vice President, Secretary, and Treasurer.
Section 2. Term of Office. Prior to adoption of these by-laws or at any meeting without officers already installed, the members shall elect three directors for a term of two years.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. 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 the unexplored term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties for amounts not to exceed $25.00 with approval of the Treasurer. Any expense in excess of $25.00 must be approved by a majority vote of the Board of Directors.
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 V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. 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 Nomination Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve for the remainder of the calendar year. 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 may be made from among members or non-members.
Section 2. Election. Election to the Board of Directors shall be by a show of hands. 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 VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held without notice, at a time and place as a majority of them shall determine from time to time.
Section 2. Special Meetings. Special meeting 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 three (3) days notice to each director.
Section 3. 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 VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws or the Declaration;
(b) 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
(c) disperse funds to independent contractors or businesses, as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at any meeting of the members, or at any special meeting when such statement is required in writing by one-fourth (1/4) of the members who are entitled to vote;
(b) cause all officers, contractors or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association shall be a president; a secretary, a treasurer, who shall at all times be members of the Board of Directors and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers (if required) shall take place at the first meeting of the Board of Directors within 15 days following each annual meeting of the members.
Section 3. Term. The officers of this Association shall hold office for (2) years unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. 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 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 be 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 by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) President: The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out; shall co-sign or initial all checks and promissory notes; attend all regular meetings and executive board meetings.
(b) Vice President: In the absence of the president, the vice president shall perform the duties of the President during his or her temporary absence or temporary disability; assist the President in the performance of his or her duties and functions; attend all regular meetings and executive board meetings.
(c) Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix on all papers requiring said seal; serve notice of all 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.
(d) Treasurer: The treasurer shall receive all deposits in appropriate bank accounts all Moines of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; 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 deliver a copy of each to the members.
ARTICLE IX
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by and member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principle office of the Association, where copies may be purchased at reasonable cost.
ARTICLE X
ASSOCIATION SEAL
The Association shall have a seal in circular form having within its circumference the words: ELON FARMS ASSOCIATION CERTIFICATION
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting secretary of the ELON FARMS ASSOCIATION and, THAT the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the ______________day of _________________, 2008.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this __________ day of _______________, 2008.
_________________________
Secretary
ARTICLE XI
AMENDMENTS
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XII
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of each year, except that the first fiscal year shall begin on the date of incorporation. IN WITNESS WHEREOF, we being all of the directors of the ELON FARMS ASSOCIATION, INC., have hereto set our hands this _______ day of November, 2008.
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