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SPRUCE CREEK TRAILS ASSOCIATION, INC.
INCORPORATED UNDER THE
LAWS
OF THE STATE OF
TENNESSEE
BYLAWS
AS REVISED
AND ADOPTED ON
AUGUST 30, 2003
Article I.
Members
Section 1.
Annual Meeting. A meeting of members shall be held in each
year on the Saturday immediately preceding Memorial Day in May. Annual meetings shall be held at the location
and at such time as determined by the Board of Directors.
Section 2.
Special Meetings. Special meetings of members may be called for
any purpose. Such meetings may be called
at any time by the board of directors or by the holders of at least 10 percent
(10%) of all votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting. On the
written request of any person(s) entitled to call a special meeting, the
secretary shall inform the board of directors as to the call, and the board
shall fix a time and place for the meeting.
Section 3.
Notice of Meetings. Written notice stating the place, day and
hour of the meeting and a description of any matter(s) which must be approved
by the members, and in the case of a special meeting, the general nature of the
business to be transacted, must be given to each member of record entitled to
vote at the meeting, not less than ten (10) nor more than sixty (60) days
before the date of the meeting by: (1) US mail, addressed to the member at the
address of the member appearing on the books of the corporation or (2) by
electronic mail if member has supplied the E-mail address. This notice may be contained in a newsletter
if the corporation issues such and determines that the notice is to be
contained in such newsletter. The notice
shall be deemed to have been given at the time when deposited in the mail or
electronically transmitted.
Section 4.
Waiver of Notice. A member may waive notice of any annual or
special meeting by signing a written notice of waiver either before or after
the date of the meeting and delivering to the corporation.
A member’s attendance at a
meeting:
(1)
Waives objection to lack of notice or defective notice
of meeting, unless the member at the beginning of the meeting (or promptly upon
the member’s arrival) objects to holding the meeting or transacting business at
the meeting; and
(2)
Waives objection to consideration of a particular matter at the meeting that is
not within the purpose of purposes described in the meeting notice, unless the
member objects to considering the matter when it is presented.
Section 5.
Record Date. For the purpose of determining members
entitled to notice of or to vote at any meeting or meeting of members, any
member of record ten (10) days prior to the meeting shall be eligible to
vote. For any other purpose of
determining members, the record date for so determining shall be at the close
of business on the day on which the board adopts the resolution relating
thereto, or the 60th day prior to the date of such other action,
whichever is later.
Section 6. Members’
List for Meeting.
(a)
After fixing a record date for a notice of meeting,
the secretary shall prepare an alphabetical list of the names of its members
who are entitled to notice of a meeting.
This list will show the address and number of votes each member is
entitled to vote at the meeting. The
secretary shall also prepare on a current basis through the time of the
membership meeting a list of members, if any, who are entitled to vote at the
meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis
and be part of the list of members.
(b)
The list of members must be available for inspection
by any member for the purpose of communication with other members concerning
the meeting, beginning two (2) business days after notice is given of the
meeting for which the list was prepared and continuing through the meeting, at
the corporation’s principal office or at a reasonable place identified in the
meeting notice in the city where the meeting will be held.
(c)
This list shall be made available at the meeting, and
any member, a member’s agent, or attorney is entitled to inspect the list at
any time during the meeting or any adjournment.
Section 7.
Action by Written Ballot.
(a)
Except as
provided in subsection (e), any action which may be taken at any annual or
special meeting of members may be taken without a meeting if the corporation delivers
a written ballot to every member entitled to vote on the matter.
(b)
A written ballot
shall:
(1)
Set forth each proposed action; and
(2)
Provide an opportunity to vote for or against each
proposed action.
(c)
Approval by
written ballot pursuant to this section shall be valid only when the number of
votes cast by ballot equals or exceeds 10 percent of the members entitled to
cast a vote on the matter.
(d)
All solicitations
for votes by written ballot shall:
(1)
Indicate the number of responses needed to meet the
quorum requirements.
(2)
Specify the time by which a ballot must be received by
the corporation in order to be counted.
(e)
A written ballot
may not be revoked.
Section 8.
Proxies. Every person entitled to vote at a members’
meeting may do so either in person or by proxy executed in writing by the
member or by his or her authorized attorney in fact. No proxy shall be valid after eleven (11)
months from the date of its execution.
Section 9.
Classes of Members. The corporation shall have the following
classes of members.
(a)
Class A – This class
shall be comprised of Non-commercial Spruce Creek Property Owners.
(b)
Class B – This class
shall be comprised of Commercial Spruce Creek Property Owners.
(c)
Class C – This class
shall be comprised of Non-commercial Outside Community Members.
(d)
Class D – This class
shall be comprised of Commercial Outside Community Members.
(e)
Class E – This class
shall be comprised of the developers of Spruce Creek Acres subdivision.
Section 10.
Voting. Voting rights shall be accorded as follows:
(a)
Classes A and B
shall be combined for purposes of voting and shall be able to vote:
(1)
On all matters,
and
(2)
Shall
exclusively, with class E, have the right to vote on the acquisition,
disposition, maintenance, construction, control or on any other matter related
to the land designated as trails, or any other land not so designated, owned by
Spruce Creek Trails Association, Inc., or land not owned by Spruce Creek Trails
Association, Inc., but located in Spruce Creek Acres Subdivision which is under
its operational and management control.
Each member shall have one vote for each lot owned in the
subdivision. If the lot is owned by more
than one person, the vote cannot be divided.
For example, if a member owns four (4) lots, that member has four (4)
votes. Each vote may be cast
differently, but any one vote cannot be divided, i.e., into one-half,
one-third, etc.
(b)
Class C Members –
Shall be able to vote on all matters except those delineated in Article I,
Section 10(a)(2) above. Each member
shall have one vote.
(c)
Class D Members –
Shall be able to vote on all matters except those delineated in Article I,
Section 10(a)(2) above. Each member
shall have one vote.
(d)
Class E Members –
(1)
As long as the
developer owns land, said member shall have the right to vote on the
acquisition, disposition, maintenance, construction, control or on any other
matter related to the land designated as trails, or any other land not so
designated, owned by Spruce Creek Trails Association, Inc., or land not owned
by Spruce Creek Trails Association, Inc., but located in Spruce Creek Acres
Subdivision which is under its operational and management control.
(2)
The member shall
always, regardless of property ownership, have the right to vote on all matters
not pertaining to votes entitled to be cast in Article I, Section 10(d)(1)
above.
A membership or any right
arising therefrom cannot be transferred.
11. Quorum Section.
Ten Percent (10%) of the votes entitled
to be cast on a matter must be presented at a meeting of members to constitute
a quorum on that matter.
Section 12.
Membership Dues. Dues shall be established or modified by the
board of directors from time to time as deemed necessary and so authorized by
resolution of the board.
Article II, Board of Directors
Section 1. General Powers.
Subject to the
limitations of the articles of incorporation, these bylaws, and the Tennessee
Nonprofit Corporation Act concerning corporate action that must be authorized
or approved by the members of the corporation, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of its board.
Section 2.
Number, Tenure, Qualifications, and Election.
The board of
directors shall consist of nine persons who shall be Class A, B, or E property
owner members of the corporation. The
number of directors shall be nine and shall serve staggered terms as follows:
Three Year Term – 3 Directors
Two-Year Term - 3
Directors
One-Year Term - 3
Directors
The initial directors were
named in the Articles of Incorporation.
The initial terms will expire as follows:
Three Year Term – May 2006
Two-Year Term - May
2005
One-Year Term -
May 2004
Section 3.
Election. Unless otherwise
specified by resolution of the board of directors, directors of the corporation
shall be elected by written ballot. The
ballot must be mailed to all member of record as of May 1 of each year. The ballot must be received by the
corporation by May 15 of each year.
Section 4.
Meetings.
(a)
The board of directors shall hold an organizational
meeting immediately following each annual meeting of members. Regular meetings of the board of directors
shall be held at the times as shall be fixed from time to time by resolution of
the board. Meetings may be held by
teleconference.
(b)
Special meetings of the board may be called at any
time by the chairman of the board, the president, or by any two members of the board.
(c)
Notice need not be given of regular meetings of the
board, nor need notice be given of adjourned meetings. Notice of special meetings shall be in
writing by mail at least 10 days prior to the date of the meeting or 48 hours’
notice may be delivered personally or by telephone. Neither the business to be transacted at, nor
the purpose of, any such meeting need be specified in the notice. Attendance of a director at a meeting shall
constitute a waiver of notice of that meeting except when the director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 5.
Quorum and Voting. Six of the authorized number of directors
shall constitute a quorum for the transaction of business, and the acts of a
majority of directors present at a meeting at which a quorum is present shall
constitute the acts of the board of directors.
If, at any meeting of the board of directors, less than a quorum is
present, a majority of those present may adjourn the meting, from time to time,
until a quorum is present. If the
meeting is adjourned for more than 24 hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.
Section 6.
Vacancies.
(a)
A vacancy in the
board of directors shall exist on the happening of any of the following events:
(1)
A director dies, resigns, or is removed from office.
(2)
The authorized number of directors is increased
without the simultaneous election of a director or directors to fill the newly
authorized position.
(3)
The members at any annual, regular, or special meeting
at which directors are to be elected, elect less than the number of directors
authorized to be elected at that meeting.
(4)
The board of directors declares vacant the office of a
director who has been adjudicated of unsound mind or has been finally convicted
of a felony or, within two days after notice of his or her election to the
board, neither accepts the office in writing, nor attends a meeting of the
board of directors. A reduction in the
authorized number of directors does not remove any director from office prior
to the expiration of his or her term of office.
(b)
A vacancy in the
board of directors, except a vacancy occurring by the removal of a director,
may be filled by the vote of majority of the remaining directors, even through
less than a quorum is present. Each
director so elected shall hold office for the unexpired term of his or her
predecessor in office. Any directorship
that is to be filled as a result of an increase in the number of directors must
be filled by election at an annual or special meeting of members called for
that purpose.
Section 7.
Removal.
(a)
Any director or
directors may be removed from office, with cause, by written ballot.
(b)
New directors may
be elected by the members for the unexpired terms of directors removed from
office at the same meetings at which the removals are voted. If the members fail to elect persons to fill
the unexpired terms of removed directors, the terms shall be considered
vacancies to be filled by the remaining directors as provided in section 6.
Section 8.
Indemnification. The corporation shall indemnify all persons
who have served or may serve at any time as officers or directors of the
corporation and their heirs, executors, administrators, successors, and
assigns, from and against any and all loss and expense, including amounts paid
in settlement before or after suit is commenced, and reasonable attorney’s
fees, actually and necessarily incurred as a result of any claim, demand,
action, proceeding, or judgment that may be asserted against any such persons,
or in which these persons are made parties by reason of their being or having
been officers or directors of the corporation.
This right of indemnification
is hereby recognized to specifically include any suits brought against the
corporation and/or the officers and/or directors, individually and/or as a
whole, related to any proceeding involving a claim of any person or persons
precipitated while traversing the trails owned by, leased by, or in any other
manner managed by Spruce Creek Trails Association, Inc.
Section 9.
Committees. The board of directors may, by resolution,
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two or more directors, to serve at the
pleasure of the board. The board may
designate one or more directors as alternate members of any committee, who may replace
any absent member at any meeting of the committee. The committee, to the extent provided in the
resolution, shall have and may exercise all of the authority of the board of
directors in the management of the corporation, except that the committee shall
have no authority in reference to the approval of any action for which members’
approval is required, in the filling of any vacancies on the board or in any
committee, amending or repealing bylaws or the adopting of new bylaws, amending
or repealing of any resoluti8on of the board which by its express terms is not
amendable or repeal able, or amending the articles of incorporation. The board of directors shall have power at
any time to fill vacancies in, to change the size or membership of, and to
discharge any such committee.
Article
III. Officers
Section 1.
Enumeration of Offices. The corporation shall have as officers a
president, a vice-president, a secretary, and a treasurer.
Section 2.
Election and Terms of Office. The principal officers of the corporation
shall be elected by the board of directors at its organizational meeting
immediately following the annual meeting of members or as soon thereafter as is
reasonably possible. Subordinate
officers may be elected from time to time as the board may see fit. Each officer shall hold office until his or
her successor is elected and qualified, or until his or her resignation, death
or removal.
Section 3.
Removal. Any officer may be removed from office at any
time, with or without cause, on the affirmative vote of a majority of the board
of directors. Removal shall be without
prejudice to any contract rights of the removed officer.
Section 4.
Vacancies. Vacancies in offices, however occasioned, may
be filled by the election of the board of directors at any time for the
unexpired terms of such offices.
Section 5.
President – Powers and Duties. Subject to any supervisory duties that may be
given by the board of directors to any chair of the board, the president shall
be the principal executive officer of the corporation. Subject to the control of the board of
directors, the president shall supervise and direct generally all the business
and affairs of the corporation. The
president shall preside at all meetings of members at which he or she is
present. In the absence of the chair of the
board, or if there is no such chair, the president shall preside at all
meetings of the board of directors at which he or she is present.
Section 6. Vice
President – Powers and Duties. In the absence of the president of the
corporation or in the event of his or her death or inability or refusal to act,
the vice president shall perform the duties of the president and, when so
acting, shall act with all of the powers of and be subject to all the
restrictions on the president. The vice
president shall also perform other duties as may be assigned, from time to
time, by the president or the board of directors.
Section 7.
Treasurer – Powers and Duties. The treasurer of the corporation shall have
the following powers and duties:
(a)
To be custodian and take charge of and be responsible
for all funds and securities of the corporation;
(b)
To receive and give receipts for money due and paid to
the corporation from any source whatsoever;
(c)
To deposit all the monies paid to the corporation in
the name of the corporation in such bank or other depository as shall be
selected in accordance with the provisions of these bylaws;
(d)
To perform all of the duties incidental to the office
of treasurer and such other duties as may be assigned to the treasurer from
time to time, by the president or the board of directors;
(e)
To ensure that all financial reports required to the
state or federal governments are duly filed.
Section 8.
Secretary – Powers and Duties. The secretary of the corporation shall have
the following powers and duties:
(a)
To keep the minutes of members and of the board of
directors, on one or more books provided for that purpose;
(b)
To see that all notices are given in accordance with
these bylaws or as required by laws.
(c)
To be custodian of the corporate records;
(d)
To keep a register of the address of each member whose
address shall be furnished to the secretary by the member;
(e)
To perform all duties incidental to the office of
secretary and such other duties as may be assigned to the secretary, from time
to time, by the president or the board of directors.
Section 9.
Absence or Disability of Officers.
In the case of the absence or
disability of any officer of the corporation and of any person authorized to
act in his or her place during his or her absence or disability, the board of
directors may by resolution delegate the powers and duties of such officer to
any other officer, or to any director, or to any other person to whom it may
select.
Article IV.
Corporate Actions
Section 1.
Contracts.
No contract shall be made on behalf of the corporation
unless authorized by resolution of the board of directors.
Section 2.
Loans. No loan shall be made by the corporation to
its officers or directors. No loans
shall be made or contracted on behalf of the corporation and no evidence of
indebtedness shall be issued in its name unless authorized by resolution of the
board of directors. Such authority may
be general or confined to specific instances.
Section 3.
Checks, Drafts, or Orders. All checks, drafts, or other orders for the
payment of money by or to th4e corporation, and all notes and other evidence of
indebtedness issued in the name of the corporation shall be signed by such
officer or officers, agents or agents of the corporation and in the manner as
shall from time to time be determined by resolution of the board of directors.
Section 4. Bank
Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such bank or other depository as the board of directors may select.
Article V. Miscellaneous
Section 1.
Reports to Members.
The board of directors shall send an annual report to
the members or the corporation, not later than 90 days after the close of the
fiscal year of the corporation. The
report shall include a balance sheet as of the close of the fiscal year and an
income statement for the fiscal year.
The financial statements shall be prepared from and in accordance with
the books of the corporation, in conformity with generally accepted accounting
principles applied on a consistent basis.
Section 2.
Inspection of Corporate Records. The corporation shall keep correct and
complete books and records of account and shall also keep minutes of all
meetings of members and directors. Additionally,
a record shall be kept at the principal executive office of the corporation,
giving the names and addresses of the members.
Section 3.
Inspection of Articles of Incorporation and Bylaws. The original
or a copy of the articles of incorporation and bylaws of the corporation, as
amended or otherwise altered to date, and certified by the secretary of the
corporation shall, at all times, be kept at the corporation’s principal
office. Such articles and bylaws shall
be open to inspection by all members of record.
Section 4.
Fiscal Year. The fiscal year of the corporation shall be
the calendar year.
Section 5.
Member Committees. The corporation shall have as a minimum for
the purpose of making recommendations to the board the following committees:
(a)
Trails Committee
(b)
Finance & Fundraising Committee
(c)
Information Committee
(d)
Nominating Committee
Article VI.
Amendments
These bylaws may be altered,
amended, or repealed by a majority vote of the board of directors.
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Spruce
Creek Trail Association