Lake Briarcliffe Association By-laws

Table of Contents

  • Article I - Name and Location

    • Section 1.1

    • Section 1.2

    • Section 1.3

  • Article II - Definitions

    • Section 2.1: "The Association"

    • Section 2.2: "Common Area"

    • Section 2.3: "Properties"

    • Section 2.4: "Lot"

    • Section 2.5: "Owner"

    • Section 2.6: "Person"

    • Section 2.7: "Declaration"

    • Section 2.8: "Member"

    • Section 2.9: "Developer"

    • Section 2.10: "Assessment"

  • Article III - Membershp and Voting Rights

    • Section 3.1: Membership

    • Section 3.2: Voting Rights

    • Section 3.2a: Class A members

    • Section 3.2b: Class B members

    • Section 3.3: Voting

    • Section 3.4: Suspension of Membership Rights

  • Article IV - Property Rights and Rights of Enjoyment in the Common Areas

    • Section 4.1

    • Section 4.2

  • Article V - Board of Directors

    • Section 5.1: Number

    • Section 5.2: Election

    • Section 5.3: Removal

    • Section 5.4: Compensation

    • Section 5.5: Action Without a Meeting

  • Article VI - Nomination and Election of Directors

    • Section 6.1: Nomination

    • Section 6.2: Election

  • Article VII - Powers and Duties of the Board of Directors

    • Section 7.1: Powers

    • Section 7.2: Duties

  • Article VIII - Directors' Meetings

    • Section 8.1: Regular Meetings

    • Section 8.2: Notice

    • Section 8.3: Special Meetings

    • Section 8.4: Quorum

  • Article IX - Officers

    • Section 9.1: Officers

    • Section 9.2: President

    • Section 9.3: Vice President

    • Section 9.4: Secretary

    • Section 9.5: Treasurer

  • Article X - Committee

    • Section 10.1: Appointment

    • Section 10.2: Architectural Control Committee

    • Section 10.3: Nominating Committee

    • Section 10.4: Other Committee

    • Section 10.5: Complaints

  • Article XI - Members' Meetings

    • Section 11.1: Annual Meeting

    • Section 11.2: Special Meetings

    • Section 11.3: Notice

    • Section 11.4: Presiding Officer

    • Section 11.5: Quorum

    • Section 11.6: Proxies

  • Article XII - Books and Records

    • Section 12.1

  • Article XIII - Assessments

    • Section 13.1: Annual and Special Assessments

  • Article XIV - Amendments

    • Section 14.1: Amendment of By-Laws

    • Section 14.2: Conflict

  • Article XV - Seal

    • Section 15.1

  • Article XVI - Fiscal Year

    • Section 16.1

  • Article XVII - Procedure

    • Section 17.1

  • Article XVIII - Miscellaneous

    • Section 18.1

  • Signature Page

  • Exhibit A

ARTICLE I

Name and Location

Section 1.1

The name of this corporation shall be , herein sometimes referred to as "The Association".

Section 1.2

The principal office of Lake Briarcliffe Association shall be located at 1931 Assembly Street, Columbia, South Carolina.

Section 1.3

Other offices for the transaction of business shall be located at such places as the Board of Directors may, from time to time determine.

ARTICLE II

Definitions

Section 2.1

"The Association" means Lake Briarcliffe Association, its successors and assigns, a non-profit corporation organized under the laws of South Carolina.

Section 2.2

"Common Area" means the real property together with the improvements thereon owned, leased or possessed by The Association for the common use and enjoyment of the owners.

Section 2.3

"Properties" means that real property described and referred to in the Declaration of Covenants, Conditions and Restrictions for Lake Briarcliffe Association, and such additions thereto as may hereafter be brought within the jurisdiction of The Association.

Section 2.4

"Lot" means any parcel of land subject to the Declarations referred to in Section 2.3 of this Article II and shown as a numbered parcel upon any recorded subdivision plat of the properties, with the exception of the common areas.

Section 2.5

"Owner" means 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 contract sellers, but excluding any person having such interest merely as security for the performance of an obligation.

Section 2.6

"Person" means in an individual, corporation, partnership, trust or any other legal entity.

Section 2.7

"Declaration" means the Declaration of Covenents, Conditions and Restrictions applicable to the properties rererred to therein and recorded in the Office of the Clerk of Court for Richland County, South Carolina, in Deed Book 908 at page 380.

Section 2.8

"Member" means those persons entitled to and having membership as provided for in the Declaration.

Section 2.9

"Developer" means Briarcliffe Estates, its successors and assigns.

Section 2.10

"Assessment" means a member's share of the common expenses as assessed against a member by The Association as provided for by the Declaration.

ARTICLE III

Membership and Voting Rights

Section 3.1

Membership. Every person who is a record owner of a fee or undivided interest in any lot subject to the Declaration shall automatically be a member of The Association provided, however, that any such person who holds such interest merely as security for an obligation shall not be a member.

Section 3.2

Voting Rights. The Association shall have two classes of membership as hereinafter provided, Class A and Class B:

(a) Class A. Class A members shall be all those persons holding an interest required for membership as specified in Section 1 of this Article III with the exception of the Developer. Class A membership shall be a non-voting membership except on such matters and in such events as are hereinafter specified. Class A members shall be entitled to full voting privileges (1) at such times as the Class B member or members no longer own primarily for the purpose of sale any lot then subject to the Declaration, (2) at such time as the Class B member or members may so designate by notice in writing delivered to The Association, or (3) on December 31, 1991, whichever event shall first occur. Before the earlier of these events, Class A members shall be entitled to vote only on (1) any proposal to change the method of calculating the maximum amount of the annual assessments to be levied by The Association, (2) any proposal that a special assessment be levied by The Association except as otherwise specifically provided, (3) any proposal of merger, consolidation or dissolution, and (4) any proposal to amend the Declaration or the Articles of Incorporation of The Association. When entitled to vote, Class A members shall be entitled to one vote for each lot in which they hold any interest required for membership by Section 1 of this Article III. When more than one person holds such interest or interests in any lot, the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such lot. In the event of disagreement among such persons and an attempt by two or more of them to cast the vote of such lot, such persons shall not be recognized and the vote of such lot shall not be counted.

(b) Class B. The Developer shall be the sole Class B member. Class B membership shall be a full voting membership, and, during its existence, the Class B member or members shall be entitled to vote on all matters and in all events. The Class B member or members shall be entitled to one vote for each lot in which it or they hold any interest required for membership by Section 1 of this Article III. At such time as the Class A members shall be entitled to full voting privileges, the Class B membership shall automatically terminate and cease to exist, in which event the Class B member or members shall be and become a Class A member or Class A members insofar as it or they may then hold any interest required for membership by Section 1 of this Article III. From and after the date on which the Class B membership shall automatically termiante and cease to exist, such membership shall not be revived or reinstated.

Section 3.3

Voting. The members shall vote pursuant to the Charter and By-Laws of The Association, as amended from time to time, or by law.

Section 3.4

Suspension of Membership Rights. The Board of Directors, by simple majority vote, may suspend the rights of any member who violates any of the provisions of the Declaration, including but not limited to default in the payment of any annual or special assessment levied by The Association. In the event of such suspension, the voting rights and right to use of The Association's properties and facilities by such member may be suspended by the Board of Directors until such violation has been corrected. The rights of a member may also be suspended by the Board of Directors for a period not exceeding thirty (30) days, for violation of any rules and regulations established by the Board of Directors governing the use of The Association's properties and facilities.

ARTICLE IV

Property Rights and Rights of Enjoyment of Common Areas

Section 4.1

Each member shall be entitled the use and enjoyment of the common properties and facilities as provided in the Declaration.

Section 4.2

Any member may delegate his rights of enjoyment of The Association properties and facilities to the members of his family who reside upon the properties or to any of his tenants who reside thereon under a leasehold interest for a term of one (1) year or more. Such member shall notify the Secretary of The Association in writing of the name of such person and of the relationship of the member to such person. The rights and privileges of such person are subject to suspension to the same extent as those of the member.

ARTICLE V

Section 5.1

Number. From and after the first annual meeting of the members, the affairs of The Association shall be managed by a board of nine (9) Directors, who need not be members of The Association. The number of Directors may be increased or decreased from time to time only by amendment of these By-Laws and by the members. The Developer shall appoint not less than three (3) nor more than nine (9) Directors to manage the affairs of The Association, until the first annual meeting.

Section 5.2

Election. At the first annual meeting, the members shall elect three (3) Directors for a term of one (1) year, three (3) Directors for a term of two (2) years; and three Directors for a term of three (3) years. At each annual meeting thereafter, the members shall elect three (3) Directors for a term of three (3) years. Each Director so elected shall serve for the period of time for which he is elected or until his successor is duly elected and qualified.

Section 5.3

Removal. Any Director may be removed from the Board with or without cause by a majority vote of the members of The Association entitled to vote thereon. 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 unexpired term of his predecessor.

Section 5.4

Compensation. No Director shall receive compensation for any services he may render to The Association; provided, however, any Director may be reimbursed for actual expenses incurred in the performance of his duties on behalf of The Association.

Section 5.5

Action without a Meeting. By written consent of all Directors, the Directors may take any action without a meeting which they could take at a meeting.

ARTICLE VI

Nomination and Election of Directors

Section 6.1"

Nomination. 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 three or more perons, at least two of whom shall be members of the Board of Directors and at least one of whom shall be a member of The Association. The Nominating Committee shall be sppointed 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 discreation determine, but not less than the number of vacancies that are to be filled.

Section 6.2

Election. Election to the Board of Directors shall be by secret written balot cast at the annual meeting. At such election, the members 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 VII

Powers and Duties of the Board of Directors

Section 7.1

Powers. The Board of Directors shall have the power:

  1. To adopt and publish rules and regulations governing the use of The Association properties, and facilities and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof

  2. To exercise for The Association all powers, duties and authority vested in or delegated to The Association not reserved to the membership by other provision of these By-Laws or the Declarations

  3. To appoint, supervise and remove all officers, agents and employees of The Association; to prescribe their duties and fix their compensation

  4. To declare the office of a member of the Board of Directors vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors

  5. To establish, levy, assess and collect the assessments or charges against members of The Association pursuant to the Declaration and these By-Laws

  6. To call special meetings of the members whenever deemed necessary or upon written request of one-fifth (1/5) of the voting members.

  7. To call special meetings of the members whenever deemed necessary or upon written request of one-fifth (1/5) of the voting members.

Section 7.2

Duties. The Board of Directors shall have the duty:

  1. To keep a complete record of the affairs of The Association; to report on the same at the annual meeting of the members and at any special meeting, when such is requested in writing by at least one-fifth (1/5) of the members entitled to vote

  2. To supervise all officers, agents and employees of The Association, 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 lot at least thirty (30) days in advance of each annual assessment

    2. to send written notice of each assessment to every owner subject to such assessment at least thirty (30) days in advance of each annual assessment

    3. to prepare a roster of properties and assessments applicable thereto which roster shall be kept in the office of The Association and open to inspection by any member at any time

  4. To issue or cause to be issued, upon written demand by any member, a certificate setting forth whether the assessment on such member's lot has been paid. A reasonable charge may be made by the Board for the issuance of the certificate. Such certificate shall be conclusive evidence that payment has been made

  5. To foreclose any liens which may arise through the failure of any member to comply with the Declaration or these By-Laws. Such foreclosure shall be pursuant to the laws of the State of South Carolina as provided for in the case of foreclosure of liens upon property

  6. To procure and maintain adequate liability and hazard insurance in behalf of The Association

  7. To cause all officers or employees having fiscal responsibilities to be bonded as deemed appropriate

  8. To provide for the maintenance of the properties and facilities of The Association.

ARTICLE VIII

Directors' Meetings

Section 8.1

Regular Meetings. A regular meeting of the Board of Directors shall be held on the first Monday of each month at 8:00 p.m.; provided, however, the Board of Directors may, by a majority vote, change the day and hour of holding such regular meeting.

Section 8.2

Notice. Notice of such regular meeting is hereby dispensed with.

Section 8.3

Special Meetings. Special meetings of the Board of Directors shall be held when called by any officer of The Association or by any two (2) Directors. At least five (5) days' notice shall be given for any special meeting.

Section 8.4

Quorum. A quorum for the transaction of business at any regular or special meeting of the Directors shall consist of a simple majority of the Board then holding office; but the majority of those present at any regular or special meeting shall have power to adjourn the meeting to a future time.

ARTICLE IX

Officers

Section 9.1

Officers. The officers of The Association shall be a President, a Vice President, a Secretary and a Treasurer, who shall be elected by a majority vote of the Directors for a term of one (1) year, and shall hold office until their successors are duly elected and qualified. No one shall be eligible to the office of President or Vice President who is not a director of The Association and any such officer who ceases to be a director shall cease to hold office as President or Vice President as soon as his successor is elected and qualified. Two (2) offices of The Association may be held by one person.

Section 9.2

President. The President shall preside at all Directors' and Members' Meetings; shall have general supervision over the affairs of The Association and over the other officers; he shall sign all membership certificates, written contracts, checks and notes of The Association and shall perform all such other duties as are incident to his office.

Section 9.3

Vice President. In case of the absence or disability of the President, his duties shall be performed by the Vice President.

Section 9.4

Secretary. The Secretary shall issue notices of all Directors' and Members' Meetings, and shall attend and keep the Minutes of the same. He shall have charge of The Association's books, records and papers, and shall be custodian of the corporate seal, membership certificates and written contracts of The Association. He shall maintain a current membership roster and shall perform all such other duties as are incident to his office.

Section 9.5

Treasurer. The Treasurer shall have custody of all money and securities of The Association. He shall keep regular books of account and shall submit them, together with all his vouchers, records and other paper, to the Directors for their examination and approval as often as they may require. The Treasurer shall, together with the President (or Vice President), sign all checks and notes of The Association and shall perform all such other duties as are incident to his office.

ARTICLE X

Committees

Section 10.1

Appointment. The Association's Board of Directors shall appoint an Architectural Control Committee as provided in the Declaration and a Nominating Committee as provided in these By-Laws.

Section 10.2

Architectural Control Committee. The Architectural Control Committee shall have the duties and functions described in the Declaration. This Committee shall have the primary responsibility of protecting The Association and its properties against any programs or activities which may, in the opinion of this Committee, adversely affect The Association or the properties, whether in terms of value or otherwise. The Architectural Control Committee shall advise the Board of Directors regarding The Association's action concerning any such matters which may arise.

Section 10.3

Nominating Committee. The Nominating Committee shall have the duties and functions described in Article VI of these By-Laws.

Section 10.4

Other Committees. The Board of Directors may appoint other Committees as it may deem appropriate in carrying out the purposes of The Association.

Section 10.5

Complaints. It shall be the duty of each Committee to receive complaints from members on any matter involving The Association's functions, duties and activities within its area of responsibility. Each such Committee shall dispose of such complaint as deemed appropriate or refer them to such other Committee, a Director or an Officer of The Association as may be concerned with such complaint.

ARTICLE XI

Members' Meetings

Section 11.1

Annual Meeting. The annual meeting of the members shall be at 5:00 p.m., on the second Tuesday in May of each year, at the principal office of The Association. At such meeting, the members shall elect directors as herein provided.

Section 11.2

Special Meetings. A special meeting of the members, to be held at the same place as the annual meeting, may be called at any time by the President, or, in his absence, by a Vice President, or by any two of the Directors. It shall be the duty of the Directors, President or Vice Present to call such a meeting whenever so requested in writing by twenty (20%) per cent or more of the members.

Section 11.3

Notice. Written notice of the time and place of all annual and special meetings shall be mailed or given personally by the Secretary to each member ten (10) days before the thereof.

Section 11.4

Presiding Officer. The President, or in his absence, a Vice President, shall preside at all such meetings.

Section 11.5

Quorum. The presence at the meeting of members entitled to cast one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action unless otherwise provided in the Declaration or these By-Laws. If however, such quorum shall not be present at any meeting, the members entitled to vote at such meeting 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.

Section 11.6

Proxies. Proxy voting shall not be allowed.

ARTICLE XII

Books and Records

Section 12.1

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

ARTICLE XIII

Assessments

Section 13.1

Annual and Special Assessments. Annual and special assessments shall be determined, levied, collected, and enforced as provided in the Declaration and in these By-Laws. All members shall be subject to such assessments as provided for in the Declaration or By-Laws.

ARTICLE XIV

Amendments

Section 14.1

Amendment of By-Laws. 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 and entitled to vote, or at a regular or special meeting of the Board of Directors, by a vote of a majority of a quorum of directors present in person and entitled to vote, provided that those provisions of these ByLaws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law; and provided further than any matter stated herein to be or which is in fact governed by the Declaration applicable to the properties may not be amended except as provided in such Declaration.

Section 14.2

Conflict. 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 applicable to the properties and these By-Laws, the Declaration shall control.

ARTICLE XV

Seal

Section 15.1

The corporate seal of The Association, which consists of two concentric circles between which is the name of The Association and in the center of which is inscribed "Seal", and such seal, as impressed on the margin hereof, it adopted as the Corporate Seal of The Association.

ARTICLE XVI

Fiscal Year

Section 16.1

The fiscal year of The Association shall begin on the 1st day of January and end on the 31st day of December of every year.

ARTICLE XVII

Procedure

Section 17.1

The Association shall conduct its meetings in accordance with procedure as set forth in Roberts' Rules of Order, latest edition, except where the within By-Laws provide otherwise.

The forefoing By-Laws are hereby accepted and adopted as the By-Laws of LAKE BRIARCLIFFE ASSOCIATION.

[SIGNED] Robert R Russell, Jr.

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