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BY-LAWS of POLK PLACE COMMUNITY ASSOCIATION, INC.

(a Tennessee not-for-profit corporation)

TABLE OF CONTENTS

State of Tennessee, County of WILLIAMSON Received for record the 24 day of MARCH 1994 At 12:51 PM. (REC# 91374) Recorded in official Records Book 1179 Page 106-120 Notebook 52 Page 413 State Tax $.00 Clerks Fee $.00 Recordings $60.00, Total $60.00 Register of Deeds SADIE WADE Deputy Register ANGELA WAY

This instrument prepared by:

J. Clarence Evans
Evans, Jones, & Reynolds
A Professional Corporation
1810 First Union Tower
150 North Avenue North
Nashville, TN 37219-2424

(615) 259-4685

ARTICLE I

Name and Location

ARTICLE II

 Definitions

ARTICLE III

Association, Membership, Meetings, Quorum, Voting, Proxies

  1. Memberships
  2. Annual Meetings
  3. Special Meetings
  4. Notice of Meetings
  5. Quorum
  6. Proxies
  7. Voting

ARTICLE IV

Board of Directors: Selection, Term of Office

  1. Number
  2. Term of Office
  3. Removal
  4. Compensation
  5. Action Taken Without a Meeting

ARTICLE V

Nomination and Election of Directors

  1. Directors During Class “B” Control Period
  2. Nomination
  3. Election

ARTICLE VI

Meetings of Directors

  1. Regular Meetings
  2. Special Meetings
  3. Quorum

ARTICLE VII

Powers and Duties of the Board of Directors

  1. Powers
  2. Duties

ARTICLE VIII

Officers and Their Duties

  1. Enumeration of Officers
  2. Election of Officers
  3. Term
  4. Special Appointments
  5. Resignation and Removal
  6. Vacancies
  7. Multiple Officers
  8. Duties

ARTICLE IX

Committees

ARTICLE X

Books and Records

ARTICLE XI

Assessments

ARTICLE XII

Corporate Seal

ARTICLE XIII

Amendments

ARTICLE XIV

Miscellaneous

CERTIFICATION

ARTICLE I

 

            Name and Location:  The name of the corporation is POLK PLACE COMMUNITY ASSOCIATION, INC., hereinafter referred to as the “Association”. The principle office of the corporation shall be located in Franklin, Williamson County, Tennessee but meetings of members and directors may be held at such places within the State of Tennessee, as may be designated by the Board of Directors.

 

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ARTICLE II

 

            Definitions: The words used in these By-Laws shall have the same meaning as set forth in that Declaration of Covenants, Conditions, and Restrictions for Polk Place.

 

            “Lot” shall mean and refer to any plot of land shown upon any recorded final subdivision plat of the Properties or any portion thereof with the exception of the Common Area.

 

            “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Register’s Office of Williamson County as it may be amended from time to time. Said Declaration is incorporated herein by reference.

 

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ARTICLE III

Association, Membership, Meetings, Quorum, Voting, Proxies

 

  1. Memberships

 

The Association shall have two (2) classes of membership. Class “A” and Class “B”, as more fully set forth in the Declaration.

 

  1. Annual Meetings

 

The first annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall thereafter, at a time set by the Board of Directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.

 

  1. 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 intitled to vote at least one-fourth (1/4)  of all of the votes of the Class A membership.

 

  1. 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, or by telegraph or other form of wire or wireless communication, or by private carrier, but in writing in any case, at least fifteen (15) 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.

 

  1. Quorum

 

The presence at the meeting of members entitled to cast, or proxies entitled to cast, 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 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.

 

  1. Proxies

 

At all meetings of members voting may be 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.

 

  1. Voting

 

The voting rights of the members shall be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein.

 

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ARTICLE IV

Board of Directors: Selection, Terms of Office

 

  1. Number

 

The affairs of this Association shall be managed by a Board of at least three (3), but not more than five (5), who need not be members of the Association

 

  1. Term of Office

 

At the first annual meeting the voting members shall elect three (3) directors for a term of one (1) year. The number of directors may be changed from year to year thereafter by majority vote of those entitled to vote at any annual meeting.

 

  1. Removal

 

Any director may be removed from the Board, with or without cause, by a majority vote of all 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 unexpired term of his predecessor.

 

  1. Compensation

 

No director 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.

 

  1. 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.

 

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ARTICLE V

Nomination and Election of Directors

 

  1. Directors During Class “B” Control Period

 

The Directors shall be selected by the Class “B” member acting in its sole discretion and shall serve at the pleasure of the Class “B” member until the first to occur of the following:

 

(ii)                January 1, 2004; or

(iii)               When, in its discretion, the Class “B” member so determines.

 

Within one hundred twenty (120) days thereafter, the Class “B” member shall call a meeting, as provided in Article II, Section 4, of these By-Laws for special meetings, to advise the membership of the termination of the Class “B” member’s control.

 

The Directors selected by the Class “B” member pursuant to this Section need not be members of the Association.

 

  1. Nomination

 

Except with respect to directors selected by the Class “B” member, nomination 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 a Chairman, who shall be a member of the Board of Directors, and two 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 the election to the Board of Directors as it shall in its discretion determine, but no less than the number of vacancies that are to be filled. Such nominations may be made from among members of non-members.

 

  1. Election

 

Election to the Board of Directors shall be by secret written ballot. At such election the voting 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.

 

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ARTICLE VI

Meetings of Directors

 

  1. Regular Meetings

 

Regular meetings of the Board of Directors shall be held quarterly 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 time on the next day which is not a legal holiday.

 

  1. 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.

 

  1. 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.

 

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ARTICLE VII

Powers and Duties of the Board of Directors

 

  1. Powers

 

The Board of Directors shall have the 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 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 sixty (60) days for 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 such member shall be absent from three (3) consecutive regular meetings 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.

 

  1. 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 proposed annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period.

(2)   Send written notice of each proposed assessment to every owner subject thereto at least sixty (60) days in advance of each annual assessment period; and

(3)   Foreclose the lien against any property for which assessments are not paid within sixty (60) days after due date or to bring an action at law against the owner personally obligated to pay the same.

(d)   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 has been paid, such certificate shall be conclusive evidence of such payment;

(e)    Procure and maintain adequate liability and hazard insurance on property owned by the Association;

(f)     Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g)    Cause the Common Area to be maintained;

(h)    Enforce the requirements and maintain the provisions contained within the “Declaration of Covenants, Conditions and Restrictions for Polk Place.

 

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ARTICLE VIII

Officers and Their Duties

 

  1. Enumeration of Officers

 

The officers of this Association shall be a president and 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. Resignation and Removal

 

Any officer may be removed from 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 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.

 

  1. 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.

 

  1. 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.

 

  1. 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 required 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; serve notice of meetings of the Board and of the members; keep appropriate current records showing the member 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 no 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 at its regular annual meeting, and deliver a copy of each to the member.

 

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ARTICLE IX

Committees

 

The Association shall appoint a Design 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.

 

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ARTICLE X

Books and Records

 

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

 

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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 as prescribed in the Declaration, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclosure 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.

 

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ARTICLE XII

Corporate Seal

 

The Association shall not have a seal.

 

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ARTICLE XIII

Amendments

 

  1. These By-Laws may be amended, at a regular or special meeting of the voting members, by a vote of a majority of quorum of the voting 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.
  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.

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ARTICLE XIV

Miscellaneous

 

The fiscal year of the Association shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

 

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