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POST OFFICE BOX 734
Declaration of the By-Laws for North Hill Subdivision
Article I - Identification
Section 1.1
These by-laws have been formulated pursuant to the Charter of this Association which was incorporated in the State of Mississippi upon February 3, A.D. 1997, under the Non-Profit Corporation Laws of the state.
Section 1.2
This non-profit corporation shall be known as North Hill Property Owner's Association, Inc., hereinafter referred to as the Association.
Section 1.3
The principal office of the Association shall be PO Box 734, Carriere, Mississippi 39426.
Article II - Purpose
Section 2.1 Purposes for which the Association is formed:
The Association shall hold title to the common area located within North Hill Subdivision, and shall be responsible for the care, operation, and maintenance of all common property. The Association shall have the authority to impose such assessments upon the property owners as may be necessary to pay the cost of such care, operation, and maintenance of common property and to enforce these covenants.
Article III - Membership
Section 3.1 Persons who shall be Members
The membership of the Association shall be the owners of real property in North Hill Subdivision, Pearl River County, Mississippi. No member may withdraw except by transfer of title of the real property to which such membership is appurtenant.
Section 3.2 Member in Good Standing
A member in good standing is defined as a member who is not more than thirty (30) days in arrears in the payment of assessments due to North Hill Property Owners' Association, Inc. Also, the member cannot be in litigation against the North Hill Property Owners Association.
Article IV - Membership meetings
Section 4.1 Annual Meeting
There shall be an annual meeting of the members of the Association which shall be held at 10:00 o'clock, a.m., at the principal office of the Association on the third (3) Saturday in January in each year.
Section 4.2 Special Meeting
A special meeting of the members of the Association may be called at any time as specified in the Declaration of Protective Covenants for North Hill Subdivision, Phase I, as recorded in Book 664, Pages 587-593, Record of Land Deeds on file in the Office of the Chancery Clerk of Pearl River County, Mississippi, or otherwise as provided by law.
Section 4.3 Place of Meetings
All meetings of the Association shall be held at the principal office in Pearl River County, Mississippi.
Section 4.4 Notice of Meeting
Except as otherwise required by statute, notice of each meeting, shall be given not less than ten (10) nor more than fifty (50) days before the date on which the meeting is to be held, by delivering a written or printed notice thereof to each member of record by mailing such notice, postage prepaid, addressed to such member at the post office address registered with the Association.
Section 4.5 Quorum
A quorum of the membership shall consist of not less than one fifth (1/5) of the number of members in good standing.
Section 4.6 Conduct
All regular and special meetings of the membership shall be conducted in conformance with Roberts Rules of Order.
Section 4.7 Agendas
No business other than that specified in the notice of the meeting shall be transacted at any property owners meeting.
Generally, the annual meeting shall be limited to an exchange of information between the Board of Directors and Property Owners; and, the election of directors. No motion which would have the effect of rescinding or amending a prior action of the Board shall be accepted at this meeting unless said motion has first been reduced to writing and is supported by the signatures of not less than twenty percent (20%) of the voting power of the Association, and submitted to the Secretary at least thirty (30) days prior to the meeting.
Special Meeting - Only that business which has been specified in the notice of meeting shall be transacted. Any motion to be considered at such meeting must be submitted to the Secretary at least thirty (30) days prior to the meeting and be supported by the signatures of not less than twenty percent (20%) of the voting power as defined in Section 7.5 a. and Section 7.5 b. of these by-laws voting on any motion in such special meeting shall be submitted to the entire membership for consideration following in general, the procedures governing Election of Directors as outlined in Article VII. The Board shall set the time limit for the receipt of ballots not to exceed sixty (60) days after the close of the meeting.
Article V - Directors
Section 5.1 Number and Qualifications
The Board of Directors shall consist of five (5) members, all of whom shall be at least 21 years of age. All members of the Board of Directors shall also be members in good standing of the Association. A candidate for the Board of Directors of the Association shall first express willingness to serve on the Board of Directors of North Hill Property Owners' Association, Inc.
Section 5.2 Manner of Election
The members in good standing of the Association shall elect the Directors according to procedures outlined in Article VII.
Section 5.3 Term of Office
The Board of Directors shall consist of five (5) members to be elected for three (3) year terms, which terms are to be staggered so that directors serve a staggered term with no more than two directors leaving the board in any one year.
Section 5.4 Duties and Powers
The Board of Directors shall have the powers and authorities set forth in the laws of the State of Mississippi for directors of non-profit corporations.
Section 5.5 Place of Meetings
The annual meeting and any other meeting of the Board of Directors shall be held at the principal office of the Association or at such other location as may be specified by the Board in North Hill Subdivision, Pearl River County, Mississippi.
Section 5.6 Notice of Meetings
The Board of Directors shall meet at a time and place designated by a majority of the said Board of Directors; or upon call by the President or two (2) of the remaining officers, by giving five (5) days written notice to the members of the Board of the time and place for holding of said meeting.
Section 5.7 Quorum
The presence of the majority of the directors shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Should a quorum not be present, a lesser number of directors may adjourn the meeting to some future date. The presence of a quorum shall not affect the number of votes required for board actions as defined in other sections of the by-laws.In an emergency only,a quorum would consist of a minimum of two board members and decisions must be made unanimously.
Section 5.8 Voting
At all meetings of the Board of Directors each director shall have one (1) vote.
Section 5.9 Removal
A director may be removed with cause according to the Non-profit Corporation Law of Mississippi. Any officer elected or appointed may be removed by Board of Directors whenever in their judgment the best interests of the corporation will be served thereby.
Section 5.10 Vacancies
In case of a vacancy in the Board of Directors, a majority vote of the remaining members thereof shall appoint a successor to fill all of the expired term.
Section 5.11 Resignation
Any director may resign his office at any time by delivering a written and signed notice to the Association. Said resignation shall take effect upon receipt of notice by an officer of the Association.
Section 5.12 Conduct
All meetings of the directors shall be conducted under Roberts Rules of Order, unless otherwise directed by the Board.
Article VI - Officers
Section 6.1 Manner Elected
There shall be elected by the Board members as officers of said corporation a President, Vise-President, Secretary and a Treasurer. All officers of the Association shall first have been elected to the Board of Directors and must be a member of the board during the term of office to be served. The election of these officers shall occur within one (1) month of the annual meeting for election of directors as specified in Article VII.
Section 6.2 Duties and Powers
The officers of the Association shall exercise such powers and perform the duties that are provided in these by-laws or as may be prescribed by a majority of the Board of Directors of the Association and in conformance with the Non-Profit Corporation Law of Mississippi.
Section 6.3 President
The President shall be the general executive and administrative officer of the Association. The President shall preside at all meetings of the Board of Directors as well as membership meetings and exercise all powers usually appertaining to the office of President of a non-profit corporation.
Section 6.4 Vice-President
The Vise-President shall perform all assigned duties and those prescribed by a majority of a Board of Directors or as directed by the President, and shall act in place of the President, exercising all the powers and duties of the President in the event of absence or disability.
Section 6.5 Secretary
Shall keep or cause to be kept and account for all books, documents, papers, and records of the Association, and shall generally perform all the duties usually appertaining to the office of Secretary to the Association.
Section 6.6 Treasurer
Shall keep or cause to be kept and account for all financial books, documents, papers, and records of the Association pertaining to financial matters, and shall generally perform all the duties usually appertaining to the office of Treasurer to the Association.
Section 6.7 Term of Office
The officers of the Association shall hold office for a period of one (1) year.
Section 6.8 Vacancies
If any vacancy shall occur the majority vote of the remaining board members thereof shall appoint a successor to fill the unexpired term.
Article VII - Elections, Voting & Proxies
Definitions:
Assessments:
Assessments include but are not limited to yearly dues,lot cutting, initial building permits, delinquent fees and any necessary expenses incurred for enforcement of covenants.
Association:
North Hill Property Owner's Association, Inc., is a non-profit corporation referred to as the Association.
Members:
The membership of the Association shall be the owners of real property in North Hill Subdivision, Pearl River County, Mississippi. No member may withdraw except by transfer of title or upon contracting for the sale of the real property to which such membership is appurtenant.
Member in Good Standing:
A member in good standing is defined as a member who in not more than thirty (30) days in arrears in the payment of assessments due to North Hill Property Owner's Association, Inc. Also, the member cannot be in litigation against the North Hill Property Owners Association.
Quorum:
A quorum of the membership shall consist of not less than ten percent the number of members in good standing.
Re'sume':
A short account of one's career and qualifications.
Section 7.1 Election Meeting
The nominating committee with hold an annual meeting for the election of the directors whose terms are expiring. The date for this meeting shall be set by the Board of Directors.
Section 7.2 Nominations
A Nominating Committee consisting of three (3) members in good standing shall be appointed by the President, subject to the approval of the Board of Directors of the Association.
The nominating meeting shall be held on the Saturday, January 22 at which time the committee will present its slate. Candidates may also be nominated from the floor. Nominees must accept the nomination either verbally or in writing at this meeting. All nominees must be members in good standing.
Section 7.3 Election Committee
The President of the Association shall appoint an Election Committee consisting of a chairperson and six (6) committee members, who shall be members in good standing and approved by the Board of Directors.
This committee shall oversee and conduct the voting procedures as described in Section 7.5.
Section 7.4 Ballot
The official ballot shall bear the seal of the North Hill Property Owner's Association, Inc.
Candidates names shall be listed alphabetically on the ballot.
A fifty (50) word description of candidate's re'sume' shall be included with each ballot.
Section 7.5 Voting
In order to vote, the member must be in good standing with North Hill Property Owner's Association, Inc.
Each member shall be entitled to receive one (1) ballot for each lot owned in the election of directors. Not more than one (1) ballot shall be issued for any one (1) lot regardless of the number of co-owners thereof. "Joint Tenancy" shall be considered as one (1) property owner.
Votes shall be cast by mail-in ballots. Only one (1) mailing of ballots shall be made. Proxy voting shall not be allowed.
The mailed material shall include a ballot, two (2) envelopes marked "A" and "B", voting instructions, and candidates re'sume's.
The voted ballot shall be sealed in envelope "A" and inserted in pre-addressed envelope "B". If confidentiality is desired, envelope "A" should be unmarked.
The signature and lot number on envelope "B" shall be required to validate the ballot and verify member in good standing status with North Hill Property Owner's Association, Inc.
Envelope "B" containing envelope "A" must be received by the Election Committee at the specified post office box prior to 12:00 noon Saturday, March 12. Ballots delivered to the Election Committee in any other way or at any other place shall be invalidated.
For a ballot to be tabulated, at least one (1) candidate must receive a vote. Votes cast shall not exceed the number of vacancies to be filled.
Existing vacancies shall be filled by candidates receiving the highest number of votes providing a quorum is met.
At 6:00 p.m. on the day of the election, the Board of Directors shall review the election results and consider any election irregularities that may have occurred. The board will then announce the election results.
Section 7.6 Procedures
The Election Committee shall prepare the ballot and instructions for mailing.
The Election Committee shall make arrangements for a post office box to which ballots shall be mailed. The Chairperson of the Election Committee shall keep the box key until ballots are picked up on election day.
Before noon on the day of the election, the Election Committee Chairperson and two (2) other committee members selected by the committee shall remove the envelopes from the post office and take them to Election Committee headquarters to be counted.
The Election Committee shall verify the signatures and lot numbers on these envelopes and then separate ballot envelope "A" from envelope "B". Ballot envelopes "A" shall not be opened until complete separation of all the envelopes are made. Envelope "B" shall be retained for ten (10) calendar days.
Ballot envelope "A" shall then be opened and tabulated. A written report of the number of ballots mailed out, the count for each candidate, and the number of invalid ballots shall be given to the President of the Board of Directors by the Chairperson of the Election Committee before 6:00 p.m. on that day. Any ballots received other than at the post office box should be invalidated by punching a hole through the ballots.
The report shall be signed by the Chairperson and the members of the Election Committee who witnessed the tabulation.
Each candidate may designate a representative to be present at the tabulation of ballots. This representative shall be a member in good standing whose name shall be submitted in writing to the Chairperson of the Election Committee five (5) calendar days prior to the election day.
Any protest to the election procedure shall be filed in writing with the Board of Directors within three (3) calendar days of the election. The board shall render a decision within seven (7) calendar days of the protest.
Article VIII - Corporate Seal
Section 8.1
The corporate seal of the corporation shall be a circular seal with the name and domicile of said corporation thereon.
Article IX - Indemnity
Section 9.1 Indemnity
No member, officer, director, committeeman of this Association shall ever be held responsible or liable for the contracts or faults of this Association, nor shall any mere informality in organization have the effect of rendering the charter of this Association null or exposing any of its members, officers, directors, or committeeman to any liability.
Article X - Amendments
Section 10.1 Manner of Amending
Except as may be otherwise provided by law, these by-laws shall be altered, amended, repealed, or new by-laws adopted by a two-thirds (2/3) vote of the entire Board of Directors at a regular or special meeting of the board. However, Articles III and VII shall only be amended by vote of the membership following, the procedures governing election of directors as outlined in Article VII.
Section 10.2 Architectural Reveiw Committe
The Board appoints the nominating committee to recommend candidates for the Board of Directors' approval. The Architectural Review Committee shall consist of three people with three year staggered terms. The Board of Directors sets policies related to all construction and the Architecturl Review Committee enforces these policies. Any decision in regards to the interpretation of the North Hill Property Owners' Covenants must be approved by the Board of Directors. The Architectural Rewiew Committee chairperson shall attend the monthly meetings of the Board to report building status.
Adopted: January 8, 1998
Amended: December 4, 2004
Amended: July 13, 2006
North Hill Property Owner's Association
North Hill Subdivision, Carriere,
MS
