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BY-LAWS OF IVY HALL
PROPERTY OWNERS ASSOCIATION, INC.
ARTICLE I - NAME AND LOCATION
The name of the
corporation is Ivy Hall Property Owners Association, Inc. hereinafter
referred to as the “Association.” The principal office of the
corporation shall be located at 1426 Main Street, 19th Floor, Columbia,
South Carolina 29201, but meetings of members and directors may be held
at such places within the State of South Carolina, as may be designated
by the Board of Directors.
ARTICLE II -
DEFINITIONS
Section 1. “Association”
shall mean and refer to Ivy Hall Property Owners Association, Inc. its
successors and assigns.
Section 2. “Properties”
shall mean and refer to that certain real property described in the
Declaration of Covenants, Conditions and Restrictions, and such additions
thereto as may hereafter be brought within the jurisdiction of the
Association.
Section 3. “Common Area”
shall all real property owned by the Association for the common use and
enjoyment of the Owners.
Section 4. “Lot” shall
mean and refer to any plot of land shown upon any recorded subdivision
map of the Properties with the exception of the Common Area.
Section 5. “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 contact sellers, but excluding those having such
interest merely as security for the performance of an obligation.
Section 6. “Declarant”
shall mean and refer to SCANA Development Corporation, its successors and
assigns if such successors or assigns should acquire more than one
undeveloped lot from the Declarant for the purpose of development.
Section 7. “Declaration”
shall mean and refer to the Declaration of Covenants, Conditions and
Restrictions applicable to the Properties recorded in the Office of the RMC for Charleston County.
Section 8. “Member” shall
mean and refer to those persons entitled to membership as provided in the
Declaration.
ARTICLE III - MEETING
OF MEMBERS
Section 1. Annual
Meetings. The first annual meeting of the members shall be held
within one year from the date of incorporation of the Association, wand
each subsequent regular annual meeting of the members shall be held on
the same day of the same month of each year thereafter, at the hour of
7:00 P.M. If the day for the annual 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 at any time
by the president of by the Board of Directors, or upon written request of
the members who are entitled to vote one-fourth (1/4) of all the votes of
the Class A memberships.
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, by mailing a copy of such notice, postage prepaid, at
least 15 days before such meeting to each member entitled to vote there
at, 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 the member entitled to case, or of proxies
entitled to case, one-tenth (1/10) of the votes of each class 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 there at 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 AND TERMS OF OFFICE
Section 1. Number.
The affairs of this Association shall be managed by a Board of Directors,
who need not be members of the Association. The initial Board of
Directors shall consist of three (3) directors. Thereafter, the number
of directors on the board shall increase by two (2) each year until there
is a Board of nine Directors. The Board of Directors shall remain at
nine, unless changed by amendment of the By-Laws of the Association.
Section 2. Term of
Office. At the first annual meeting the members shall elect three
directors for a term of one year. At the second annual meeting the
members shall elect five (5) directors for a term of one year. At the
third annual meeting the members shall elect seven (7) directors for a
term of one year. At the fourth annual meeting the members shall elect
three (3) directors for a term of one year, three (3) directors for a
term of tow years, and three (3) directors for a term of three years; and
at each annual meeting thereafter the members shall elect three directors
for a term of three years.
Section 3. Removal.
Any director may be removed form the Board, with or without cause, by a
majority vote of the members of the Association. In the event of d3eath,
resignation or removal of a director, his successor shall be selected by
eth remaining members of the Board and shall serve for the unexpired term
of his predecessor.
Section 4.
Compensation. No directors shall receive compensation for any
service he may render to the Association. 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 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. Nominations may also be made form 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 tow 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 the 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 may be made form among members or non-members.
Section 2. Election.
Election to the Board of Directors 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 Declaration. The person 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
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 times 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 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 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) adopt and publish
rules and regulations governing the use of the Common Area and
facilities, and the personal conduct of the members and their guests
thereon, and to establish penalties for the infraction thereof;
(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
60 days from infraction of published rules and regulations;
(c) exercise for the
Association all powers, duties and authority vested in or delegated to
this Association and not reserved to the membership by other provision
of these By-laws, the Articles of Incorporation, or the Declaration;
(d) declare the office
of a member of the board of Directors to be vacant in the event of such
member shall be absent from three (3) consecutive regular meeting of
the Board of Directors; and
(e) employ a manager, an
independent contractor, or such other employees 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 the annual meeting of the members,
or at any special meeting when such statement is requested in writing
by one-fourth (1/4) of the Class A members who are entitled to vote;
(b) supervise all
officers, agents and employees of this Association, and to see that
their duties are properly performed;
(c) as more fully
provided in the Declaration, to:
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 Owner subject thereto at least thirty
(30) days in advance of each annual assessment period; and
3. foreclose the lien
against any property for which assessments are not paid within thirty
(30) days after due date or to bring an action at law against the
owner personally obligated to pay the same.
4. issue, or to cause
an appropriate officer to issue, upon demand by any person, a
certificate setting forth whether or not any assessment has been
paid. A reasonable charge may be made by the Board for the issuance
of these certificates. If a certificate states an assessment ahs
been paid, such certificate shall be conclusive evidence of such
payment;
5. procure and
maintain adequate liability and hazard insurance on property owned by
the Association;
6. cause all officers
or employees having fiscal responsibilities to be bonded, as it may
deem appropriate;
7. cause the Common
Area to be maintained.
ARTICLE VIII - OFFICERS
AND THEIR DUTIES
Section 1. Enumeration
of the Officers. The officers of this Association shall be a
president, a vice-president, who shall at all times be members of the
Board of Directors, a secretary, and a treasurer, and such other officers
as the Board may from time to time by resolution create.
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 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 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 form office with or without
cause by the Board. Any officer may resign at any time giving written
notice to the Board, the president or the secretary. Such resignation
takes 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. The offices 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 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 sign all leases, mortgages, deeds and other written instruments
and shall co-sign 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 require 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; keep the corporate
seal of the Association and affix it on all papers requiring said seal;
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.
(d)
Treasurer. The
treasurer shall receive and deposit in appropriate bank accounts all
monies 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;
cause an annual audit of the Association books to be made by a public
accountant at the completion of each fiscal year; and shall prepare an
annual budget and a statement of income and expenditures to be
presented to the membership a tits regular annual meeting, and deliver
a copy of each to the members.
ARTICLE IX - COMMITTEES
The Association shall appoint an Architectural Control Committee, as
provided in the Declaration, and a Nominating Committee, as provided in
these By-Laws. In addition, the Board of Directors shall appoint other
committees as deemed appropriate in carrying out its purpose.
ARTICLE X - BOOKS AND
RECORDS
As more fully provided in
the Declaration, each member is obligated to pay to the Association
annual and special assessments which are secured by a continuing lien
upon the property against which the assessment is made. Any assessments
which are not paid when due shall be delinquent. If the assessment is
not paid within thirty (30) days after the due date, the assessment shall
bear interest from the date of delinquency at the rate of six (6) percent
per annum, and the Association may bring an action at law against the
Owner personally obligated to pay the same or foreclose the lien against
the property, and interest, costs, and reasonable attorney’s fees of any
such action shall be added to the amount of such assessment. No Owner
may waiver or otherwise escapes liability for the assessments provided
for herein by nonuse of the Common Area or abandonment of his Lot.
ARTICLE XI -
ASSESSMENTS
As more fully provided in the Declaration, each member is obligated
to pay to the Association annual and special assessments which are
secured by a continuing lien upon the property against which the
assessment is made. Any assessments which are not paid when due shall be
delinquent. If the assessment is not paid within thirty (30) days after
the due date, the assessment shall bear interest from the date of
delinquency at the rate of six (6) percent per annum, and the Association
may bring an action at law against the Owner personally obligated to pay
the same or foreclose the lien against the property, and interest, costs,
and reasonable attorney's fees of any such action shall be added to the
amount of such assessment. No Owner may waiver or otherwise escape
liability for the assessments provided for herein by nonuse of the Common
Area or abandonment of his Lot.
ARTICLE XII - CORPORATE
SEAL
The Association shall have
a seal in circular form having within its circumference the words: Ivy
Hall Property Owners Association, Inc.
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 qu0orum of members present in person or by proxy,
except that the Federal Housing Administration or the Veterans
Administration shall have the right to veto amendments while there is
Class B membership.
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 every year, except that the first fiscal year shall being
on the date of incorporation.
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