YOCONA RIDGE HOMEOWNERS’ ASSOCIATION, INC.
These are the By-Laws of and for the Yocona Ridge Homeowners’ Association, Inc. referred to herein at times simply as the "Association". It is further and additionally the intent of the Association, unless modified or amended in writing that the Association be governed by the Restrictive and Protective Covenants of the Subdivision on file in the office of the Chancery Clerk of Lafayette County, Mississippi.
The words and phrases set out below, when used in this instrument, shall have the following meanings, respectively, to wit:
a. The word "Association" shall mean the Yocona Ridge Homeowners Association, Inc.
b. The expression "Covenant" shall mean the Protective Covenants of the Yocona Ridge Subdivision.
c. The word "Officer" shall mean a properly appointed or elected and qualified member of the Board of Officers.
d. The words "President", "Vice President", "Treasurer", and "Member at Large" shall mean, respectively, the President, Vice President, Treasurer, and Members at Large of the Association
e. The expression "this instrument" and the expression "By-Laws" shall have the same meaning, and both shall mean these By-Laws of the Yocona Ridge Homeowners’ Association.
f. The word "herein" shall mean in this instrument.
g. All words and expressions defined in the neighborhood Covenant, either specifically or by reference, when used herein, shall have the same meanings, respectively, as are attributed to them by the Covenant, unless they are defined herein to have a different meaning, or unless the context clearly implies a different meaning.
MEMBERSHIP AND VOTING
1. Membership. Each Fee Title Owner of Record of a residence in Yocona Ridge subdivision shall be a member of the Association. Such membership shall be appurtenant to and may not be separated from his ownership of the residence.
2. Voting. (a) In all matters relating to the Association, each Fee Title Owner of Record shall have one (1) vote for each residence and/or lot owned by him, if and only if he or she is current in paying all assessments imposed with respect to his or her residence; and provided that, if the fee title to a particular residence is owned of record by more than one person, the vote appurtenant to such residence may be exercised by any one of the fee Owners, unless the other Owner of such fee title shall object prior to completion of voting upon the particular matter under
construction. In the case of any such objection, the vote appurtenant to the unit shall not be counted. If the fee title to a particular residence is owned of record by other than an individual, any partner, trustee, officer or other designated representative of the Owner of the residence may cast one vote attributable to the residence.
(b) The affirmative vote of a majority of all votes represented at a meeting, in person, or by proxy, shall be necessary to decide any question properly brought before the meeting, unless the question be one as to which, by provision of law or the neighborhood Covenant or these By-Laws, a different vote is required.
MEETINGS AND MEMBERS
(1) Place of Meeting. Meetings of the Officers shall be held at the location announced by the officers. The officers are charged to find a reasonably convenient location for the Association to assemble.
(2) Annual Stated Meetings. The regular annual stated meeting of the Association shall be held on the first Tuesday of December in each year, at 6:30 p.m., or at such other time as shall be designated by the Association. If the day scheduled for the annual meeting is a legal holiday, the meeting shall be held on the first day following which is not a legal holiday.
(3) Called Meetings. The Board of Directors may call for a meeting of the Association when there is business to report or to discuss. It shall be the duty of the President to call meeting of the Association or to call for a special meeting of the Officers whenever such is directed by the Association. The notice of a special meeting shall state the time and place of such meeting and the purpose thereof.
(4) Notice of Meetings. The Officers, or anyone else authorized by the Association, shall give all members of the Association notice of each stated and called meeting. The notice for a meeting shall include stating the place, date and hour of the meeting. An agenda for the meeting will be posted on the website prior to the meeting of the Association for all to see. When possible, signs will be placed at either exit of the subdivision with the upcoming meeting time and location.
(5) Notice of Officer Meetings. The President, or anyone else authorized by the Association, shall give the Officers written notice by email of each Officer’s meeting, and if reasonable for special meetings, stating the place, date and hour of the meeting, an, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(6) Roster of Members. The Officers shall maintain a current roster of the names and addresses of the members of the Association. Each person, upon purchasing property in the subdivision and thereby becoming a member, shall furnish the Officers with his or her current mailing address, and thereafter shall notify the Officers immediately in writing of any change or changes in his mailing address. This may be done in person or in written document mailed to PO Box 2303, Oxford, MS 38655.
(7) Member Quorum. The presence, either in person or by proxy, of thirty-three percent (33%) of the Association’s homes shall constitute a quorum at any meeting of the Association. If, at any meeting of the Association, the number members present should be less than or should fall below the number required for a quorum, and if such deficiency is brought to the attention of the presiding officer by proper call which call and the results thereof shall be shown on the minutes of the meeting), then no further business may be transacted at the meeting until a quorum is present, but the members who are present shall have authority to table the business of the meeting and adjourn after rescheduling another designated meeting time.
(8) Officer Quorum. The presence, either in person or by written proxy, of Officers having at least fifty-one percent (51%) of the votes entitled to be cast by all Officers shall constitute a quorum at any meeting of Officers. If, at any meeting of Officers, the number of Officers present should be less than or should fall below the number required for a quorum, and if such deficiency is brought to the attention of the presiding officer by proper call (which call and the results thereof shall be shown on the minutes of the meeting), then no further business may be transacted at the meeting until a quorum is present, but the Officers who are present shall have authority to adjourn the meeting after rescheduling another designated time.
(9) Proxies. A member may appoint another member or an Officer of the Association as his or her proxy, provided that in no case may any member other than an Officer of the Association cast more than one (1) vote on behalf of another member as his proxy. Anyone voting by proxy must be identified as such to the Officers prior to the beginning of the Association meeting and will be announced as such to the entire body assembled.
(10) Order of Business. The order of business at all regularly scheduled meetings of the Association is set by the Board of Officers and may be as follows:
a) roll call and certification proxies;
b) proof of notice of meeting or waiver of notice;
c) reading and approval of minutes of preceding meeting;
d) reports of officers, if any;
e) reports of committees, if any;
f) unfinished business;
g) new business;
h) appointment of inspectors of election;
i) election of Directors;
j) election of Officers;
(11) Rules of Order and Procedure. The rules of order and all other matters of procedure at all stated and called meetings of the Association shall be determined by the presiding officer.
(1) Number and Qualifications The affairs of the Association shall be managed and controlled by the Board of Officers consisting of (5) persons each of whom shall be a member of the Association, provided that in those instances where a residence is owned by other than an individual, a partner, trustee, officer or other designed representative of the Owner of the residence may serve as a member of the Board of Officers. The initial Board of Officers shall consist of five (5) members. The number of members of the Board of Officers may be changed at any meeting of the members by appropriate amendment of these By-laws by following the procedures for amendment herein specified, provided that any Officer may complete his/her term of the office despite a decrease in the number of Officers unless removed from office as herein specified.
(2) Term of Office. The election of Officers shall be by secret written ballot, unless such is dispensed with at any particular meeting by the unanimous consent of all members present, in person or by proxy. Unless removed from office as herein provided, each Officer shall hold office until his successor has been properly elected and duly qualified.
(3) Removal of Officers. At any stated or called meeting, any Officer may be removed from office, with or without cause, by the affirmative vote of a majority of the total number of votes entitled to be cast by all members present, in person or by proxy, and in the event of such removal, a successor Officer may be elected then and there to fill the vacancy thus
created. Any Officer whose removal has been proposed shall be given an opportunity to be heard at the meeting called for the purpose of considering his removal. If any Officer becomes more than sixty (60) days delinquent in payment of any assessment or other charge owed the Association, he or she may be removed from his office by a majority of the remaining Officers, and if so removed, the remaining Officers may appoint another member to serve as his or her successor, in which event the member so appointed shall serve as Officer until the next ensuing stated meeting or until earlier removed pursuant to the Paragraph (3). If an Officer shall cease to be the Owner of a residence and/or lot, or, as the case may be, a partner, trustee, officer or other designated representative of an entity other than the individual who owns a residence and/or lot, he or she automatically shall cease to be an Officer. An Officer may resign at any time. In the event the position held by an Officer becomes vacant for any reason other than removal by the members of the Association at a special called meeting, the remaining members of the Board of Officers may appoint a member of the Association to fill such vacancy, in which event the member so appointed shall serve as Officer until the next ensuing stated meeting of the Association or until earlier removed pursuant to this paragraph (3).
(4) Compensation. Except upon resolution of at least two-thirds (2/3) of the members of the Association, no compensation shall be paid to any Officer for his or her services as Officer. An Officer may be reimbursed for his or her actual out-of-pocket expenses necessarily incurred in connection with his services as Officer, contingent upon approval of the remaining Officers after having submitted receipts or written proof of said expenses.
(5) Organizational Meeting. The first meeting of the newly appointed Board of Officers shall be held at a time and location determined by the Board of Officers collectively, by majority vote if no consensus among the Officers can be reached. No notice of such first meeting shall be necessary.
(6) Regular Meetings. Regular meetings of the Board of Officers shall be held at such time and place as shall be designated, from time to time, by a majority of the Officers. At least two (2) regular meetings shall be held during each fiscal year. The Secretary shall give each Officer notice of each regular meeting, personally or by mail, telephone or email, at least two (2) days prior to the day fixed for the meeting.
(7) Special Meetings. Called meetings of the Board of Officers may be called by the President upon notice to each Officer, either personally or by mail, telephone or email, which notice shall stat the time, place and purpose of the meeting. A special meeting shall be called by the President or Secretary in like manner and upon like notice if requested in writing by at least one half (1/2) of the Officers.
(8) Waiver of Notice. Before, at or after any meeting of the Board of Officers, any Officer may waive notice of the meeting, and such waiver shall have the same effect as if notice of the meeting had been properly and timely given to said Officer. Attendance by an Officer at a meeting shall be a waiver of notice thereof. If all Officers are present at any meeting no notice shall be required and business of any type may be transacted.
(9) Quorum. At all meetings of the Board of Officers a majority of the Officers shall constitute a quorum and the actions of a majority of the Officers present at the meeting at which a quorum is present shall be actions of the Board of Officers. If at any meeting of the Board of Officers, including any one or more adjourned meetings, there should be less than a quorum present, the majority of those present may adjourn the meeting to a later time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
(10) Action Without Meeting. Any action by the Board of Officers required or permitted to be taken at any meeting may be taken without a meeting if all the Officers consent individually or collectively in writing to such action. Such written consent or consents shall be filed as part of the minutes of the Board of Officers.
POWER AND DUTIES OF
BOARD OF OFFICERS
(1) General Authority. The Board of Officers shall have all the powers, authorities and duties necessary or appropriate for the management and administration of the affairs of the Association, and in managing and administering such affairs, the Board of Officers shall have power and authority to do all acts and things except those which by law or by the neighborhood Covenant or by these By-Laws may be exercised and done only by the members. The powers, authorities and duties of the Board of Officers shall include, but shall not be limited to the following:
a. to provide for the maintenance, repair, care, upkeep and surveillance of the common areas and common elements and services in a manner consistent with the law and the provisions of these By-Laws and the Covenant; and
b. to provide for the establishment, assessment, collection, use and expenditure of assessments and charges to be paid by the members, and for the filing and enforcement of liens securing payment of same, in a manner consistent with law and the provisions of these By-Laws and the Covenant; and
c. to provide for the designation, hiring and dismissal of personnel necessary and appropriate for the good working order and proper care of the common areas and common elements, and to provide services for the project, in a manner consistent with law and the provisions of these By-Laws and the Covenant; and
d. to provide for the promulgation and enforcement of such rules, regulations, restrictions and requirements as may be deemed proper, respecting the use, occupancy and maintenance of the common areas and common elements, including but not limited to rules, regulations, restrictions and requirements designed to prevent unreasonable interference with the use of any common areas by the members and their guests, and to establish penalties for infractions of any rules, regulations, restrictions and requirements, and to do all of the same in a manner consistent with law and with the provisions of the By-Laws and the Covenant; and
e. to exercise for the Association all powers, duties and authorities vested in or delegated to the Association and not reserved to the members themselves by any provisions of law, or these By-Laws, or of the Covenant; and
f. in their discretion to authorize payment of patronage refunds if and when the funds derived from assessments prove to be more than sufficient to meet all reasonably foreseeable needs; and
g. to do and perform all acts and functions specified in these By-Laws and the Covenant; and
h. to supervise all officers, agents and employees of the Association, and to see that they perform properly their duties; and
i. to declare the position of any Officer vacant if the Officer holding that position shall be absent from three (3) consecutive regular meetings of the Board of Officers; and
j. to suspend the right of a member to use any common or recreational facilities in the neighborhood when he or she is in default in paying annual dues to the Association or any part of any assessment; and
k. to suspend the right of a member to use any common or recreational facilities in the neighborhood when he or she is guilty of any violation of any of the provisions of the Covenant, or these By-Laws, or any applicable rules or regulations, provided that such suspension may be imposed only after notice and hearing before the Board of Officers and for a period not to exceed sixty (60) days; and
l. to enter into management agreements concerning management of the common areas and common elements; and
m. to enter into administrative agreements concerning clerical administration of the affairs of the Association, such as bookkeeping and other clerical functions; and
n. to cause to be kept complete records of the affairs of the association, including complete bookkeeping records of the financial affairs of the Association, and to present a summary thereof to the members of the Association at each annual stated meeting of the Association, or at any special called meeting when requested by the majority vote of the members attending the meeting; and
o. to procure and maintain insurance as set out in the Covenant; and:
p. in their discretion, to enter into agreements whereby the association acquires leaseholds, memberships or other possessory or use interests in real or personal property for the purpose of promoting the enjoyment, recreation or welfare of the Association, and to treat expenses incurred in connection therewith to be common expenses of the Association; and
q. to reconstruct all or any part of the common areas and common elements after loss or damage thereto; and
r. to grant licenses, easements, rights-of-way, and other rights of use, so long as such is done in a manner consistent with law and the provisions of these By-Laws and the Covenant; and
s. to purchase one or more residences, and to lease, mortgage and convey same; and
t. to act as the Architectural and Environmental Control Committee for the Association
(1) Designation. The officers of the Association shall be:
(a) a President, who shall be a member of the Board of Officers; and
(b) a Vice President, who shall be a member of the Board of Officers; and
(c) a Treasurer, who need not be a member of the Board of Officers; and
(d) a first member-at-large, who shall be a member of the Board of Officers; and
(e) a second member-at-large who shall be a member of the Board of Officers.
(2) Duration. The Board of Officers shall consist of five (5) members, one member for two years, one member for two years, one member for one year, one member for one year, one member for one year. At the end of each calendar year thereafter one new member will be elected from and by the Association with voting rights of all lots for another term. The Association may vote an outgoing officer to another term.
(3) Election of Officers. The officers of the Association shall be nominated and elected by the Board of Officers, for whatever terms as are prescribed by the Board of Officers. Any Officer may be removed from office at any regular or special meeting of the Board of Officers, with or without cause. Any officer whose removal has been proposed shall be given an opportunity to be heard prior to being removed.
(4) Duties. The duties of the officers shall be as follows:
(a) President. The President shall be the chief executive officer of the Association. and shall preside at all meetings of the Members and all meetings of the Board of Officers. The President shall have all the general authorities, powers and duties normally vested in the office of president of a corporation, provided, however, that such authorities, powers and duties, from time to time, and at any time, may be restricted or enlarged by the Board of Officers. The President shall see
that the orders and directives of the Board of Officers are carried out, and shall sign all documents on behalf of the Association, unless the Declaration, or these By-Laws, or the Board of Officers shall specify that particular documents or categories of documents are to be signed by another person or persons.
(b) Vice President. The Vice President shall act in the place and stead of the President, and shall have the same authorities, powers and duties as the President, whenever the President is unwilling or unable to act. If neither the President nor Vice President is willing or able to act, the Board of Officers may appoint one of its members to act as President on an interim basis, until a new president is elected. Generally, the Vice President shall assist the President in carrying out the President's duties. It is the Vice President’s duty to take minutes at all called and stated meetings of the Association and to ask for the Association’s approval of the prior meeting’s minutes at all stated meetings. The authorities, powers and duties of the Vice President, from time to time, and at any time, may be restricted or enlarged by the Board of Officers.
(c) Treasurer. The Treasurer shall receive and deposit, or cause to be received and deposited, all monies of the Association in appropriate bank accounts, and shall disburse such monies, or cause same to be disbursed, in accordance with the directives of the Board of Officers. The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Association. The Treasurer, along with the President, shall sign all promissory notes of the Association. The Treasurer, or whatever person or persons the Board of Officers may designate, shall sign all checks of the Association. The Treasurer may cause a Certified Public Accountant to make an annual audit of the books of the Association when necessary, promptly following the end of each fiscal year. He or she shall prepare an annual budget for the Association in concert with the President and Vice President. An annual statement of income and expenditures will be made available to the members of the Association at their regular annual stated meeting. The Treasurer shall have whatever other authorities, powers and duties as may be prescribed by the Board of Officers. The authorities, powers and duties of the Treasurer, from time to time and at any time, may be restricted or enlarged by the Board of Officers.
(5) Committees. In carrying out its duties and responsibilities, the Board of Officers may appoint whatever committee or committees it may deem desirable from time to time.
(6) The Board of Officers shall oversee the work the appointed Architectural Control Committee. If no Architectural Control Committee has been appointed the duty to approve and oversee and construction, renovations, additions and repairs to the homes of the neighborhood will revert back to the judgment and authority of the Board of Officers. The Board of Officers is charged with the task of insuring all homes in the Yocona Ridge Subdivision are compliant with the rules set forth in the Covenant.
(1) Fiscal Year. The fiscal year of the Association shall be the calendar year beginning on January 1, except that the first fiscal year shall begin on the date of filing for record of the Declaration and shall end on the next ensuing December 31.
(2) Books and Records. The books and accounts of the Association shall be kept in accordance with generally accepted accounting principles, consistently applied. The books shall include detailed accounts, in chronological order, of receipts and expenditures and other transactions of and for the Association, and shall specify the maintenance and repair expenses for the common areas and common elements, the cost of services required or provided with respect to same, and any other expenses incurred by the association. The books and records of the Association will be made available for inspection by any member of the Association during reasonable business hours.
PAYMENT & COLLECTION OF MEMBERSHIP DUES & ASSESSMENTS
(1) Any member of the Association who fails to pay annual dues, fines or assessments duly imposed by the Board of Directors shall automatically be subject to the imposition of penalties as follows:
a. Nonpayment for thirty (30) days after due: interest at the rate of 5% per month or $5.00, whichever is greater, on the unpaid balance.
b. Nonpayment for sixty (60) days: membership in the Homeowners Association shall be suspended, use of the Associations facilities and common areas shall be suspended for said member and the member's guest(s) and invitee(s), Member's voting privileges shall be suspended, and Homeowners Association may proceed to collect the unpaid balance by any action at law or equity filed with the court of competent jurisdiction. After a member brings his/her/their dues current, including all late penalties or interest, membership shall be reinstated automatically.
(1) By Members. These By-Laws may be amended by vote of the members of the Associate if, and only if, the number of votes cast in favor of any particular amendment shall be equal to at least seventy-five percent (75%) of the total number of votes held by all members of the Association. Amendment of these By-Laws by vote of the members shall be considered only at a special called or annual stated meeting of the Association, and only if a description of the proposed amendment accompanied a proper notice of the meeting.
(2) Proposal of Amendments. Amendments to these By-Laws by vote of the Association may be proposed by the Board of Officers or by a written petition signed by Members having at least twenty-five percent (25%) of the total votes of all Lot owning members, which petition shall be delivered to the President. Upon receipt of such a petition, the President shall include the proposed amendment in the next ensuing notice of a special called or annual stated meeting of the Association.
(1) Severability. Should any provision or provisions of these by-laws be determined to be invalid, void or unenforceable, such determination shall not render invalid, void or unenforceable any other provision hereof; instead, all other provisions hereof shall remain in full force and effect.
(2) Non-Profit Status. This corporation is not for profit and will not have or issue shares of stock. No dividend will be paid and no part of the income of this Corporation will be distributed to its members, Directors or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers or Directors for services rendered.
(3) Waiver. No restriction, condition, obligation or provision of these By-Laws shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce same.
(4) Captions. The captions herein are for convenience only, are part of these By-Laws, and are not to be construed as limiting or enlarging the terms and provisions of the text.
(5) Gender and Number. Whenever in the By-Laws the context so requires, the singular number shall include the plural and the converse, and the use of any gender shall include all genders.
(6) Choice of Law. These By-Laws shall be governed by the substantive laws of the State of Mississippi without regard to conflict of law principles.
By: Yocona Ridge Homeowners’ Association of Oxford, Inc.