BYLAWS OF THE DEERBROOK HOMEOWNERS' ASSOCIATION
AS APPROVED MAY 3, 2004
ARTICLE 1 –NAME
This association shall be known as the "Deerbrook Homeowners Association" and may be referred to as DHOA.
ARTICLE II - OBJECTIVES
The objectives of this Association shall be to protect, preserve, and enhance the property values; to promote integrity and good faith and friendly relations amongst its members; to prevent or adjust controversies; and to represent the community in the consideration and decisions of public policy in municipal, county, and state affairs.
ARTICLE III - MEMBERSHIP
The membership in the Association shall be made up of the following classes: A.) Full Resident Membership, B.) Associate Membership.
Full Resident membership in the Association is limited to those men and women, 18 years of age or older, residing within the compounds of this area designated as that served by this Association and known as Deerbrook.
Associate membership in the Association is limited to those men and women who own real property within said compounds but who are not residents therein. Associate members shall have no voting privileges nor be eligible to hold office. Homeowners in the Timberlanes/Timber Glen area may also be Associate members and participate in DHOA activities if they choose to pay dues.
ARTICLE IV - VOTING
Each and every individual premises, property and/or dwelling thereon shall be limited to ONE VOTE regardless and irrespective of the number of members or family units who reside thereon or therein; to the end that the number of eligible votes shall not exceed the number of individual plots or parcels of ground into which the said area is subdivided and on which are erected the homes in which the members reside; the above described classification shall be hereinafter referred to as a "VOTING UNIT." This limitation shall apply in each and every instance or occasion where voting is required or necessary. Only a person over 18 years of age may represent a Voting Unit at any meeting.
When a special meeting has been called and the specific agenda has been published as required, a proxy vote or absentee ballot may be accepted concerning the specific topic(s) under discussion. Thus an absentee ballot will be attached to any flyer announcing a special meeting. It will be turned in to the presiding officer in advance of the meeting.
ARTICLE V - FISCAL YEAR
The fiscal year of this Association shall begin on the first day of January and end on the last day of December of the same calendar year. Hereinafter, all references to the Association's year will imply the fiscal year.
The Association will hold two regularly scheduled meetings annually. Special meetings may be called under regulations later described.
ARTICLE VI - DUES
The dues of this Association shall be an amount set by the voting members at a General Membership meeting, currently $40 per household annually for each and every voting unit. If any voting unit shall remain delinquent in the payment of said dues for more than thirty (30) days from the due date, which shall be the first day of the Association's fiscal year (January 1), all of the members who comprise said voting unit shall be stricken from the membership rolls without the right to hold office or vote. Such Voting Units may be reinstated at any time in the future by payment of the full year's dues.
ARTICLE VII - OFFICERS
The officers of this Association shall be President, Vice President, Secretary and Treasurer.
All elected officers shall hold office for a term of one (1) year, and in no event shall any officer serve more than two (2) consecutive terms in the same office.
ARTICLE VIII - EXECUTIVE COMMITTEE
The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer and up to six (6) elected
voting members, all to be elected at the same time. All Executive Committee members shall serve a term of one year. Executive Committee members may be composed of voting household members of the same family because all votes require a quorum.
ARTICLE IX - MEETINGS
Meetings of the Association shall be held in May and October, at a time and place designated by the Executive Committee. The President or other presiding officer may cancel any meeting if circumstances so warrant.
Twenty percent (20%) of the eligible Voting Units shall constitute a quorum. Special meetings may be called by the President when deemed necessary or upon written request of any five Voting Units of the Association. Written notices of all special meetings shall be distributed to all of the Voting Units, together with the purpose of such meetings at least seven (7) days prior to the time of such special meetings, and such special meetings shall be limited in scope to the particular purpose(s) set out in the written notices.
The Executive Committee shall meet when deemed necessary by at least four (4) members of the Executive Committee.
ARTICLE X - ELECTION
The election of the officers and other Executive Committee members shall be held at the May meeting of the Association. The President shall appoint a Nominating Committee one month prior to the Association meeting to prepare a slate of nominees. Additionally, nominations may be made from the floor by members of the Association. If no nominations are made from the floor, the proposed slate compiled by the Nominating Committee will be voted on as a whole.
In the event that any officer or Executive Committee member can not fulfill his or her obligations of office, the Executive Committee shall select a member to complete the balance of the term. The Vice President shall automatically become "President Pro-Tem" in the event that the president cannot fulfill the term. The newly selected member shall become a non-officer but member of the Executive Committee. The position of Vice President shall be appointed by the President Pro-Tem from the existing Executive Committee members.
ARTICLE XI - DUTIES OF OFFICERS
The President shall preside at all general meetings of the Association and Executive Committee and shall have the power to appoint all committees, shall be able to call special meetings, shall draft and sign all correspondence under the name of the Association.
The Vice President shall assist the President in the performance of duties, preside in the President’s absence, and succeed to the office of President in the event that the President can not complete his or her term, or is otherwise temporarily unavailable.
The Secretary shall be responsible for the performance of all the usual duties pertaining to the office of Secretary, including the permanent recording of minutes of each regular and Executive committee meeting and to be read at each of the following corresponding meetings. The Secretary shall be responsible for typing all correspondence of the Association and Executive Committee, arrange for the preparation and mailing of all notices, maintain and distribute an annual roster of membership, and otherwise assume any other duties of Secretary. The Secretary shall also maintain a list of all homes that are under covenants, which ones are under covenants with waivers, and which homes are not under covenants. It may be necessary to update the list as more homeowners sign onto the covenant agreements.
The Treasurer shall receive the dues and all monies belonging to the Association, shall keep the funds of the Association in a bank protected by the Federal Reserve Deposit Insurance Corp., shall keep accurate records of all money transactions of the Association and submit statements of the financial status of the Association at regular general meetings, shall submit the books and records to an annual audit of the new and old Executive Committees at the time of transfer of duties. In addition, the books and records shall be subject to the audit of the Executive Committee or an independent outside auditor upon vote of the majority of the members.
The outgoing Treasurer shall validate with the bank the signatures of those officers authorized to countersign checks by the first day of the fiscal year. (Authorized signatures will be outlined in Article XII.)
The Executive Committee shall constitute the executive body of the Association and shall exercise general supervision over the interests of the Association. The Executive Committee shall also be the final authority for the interpretation of these Bylaws in light of any action taken or contemplated by the Association.
The Executive Committee shall have the right at all times to examine any and all records of the Association.
Article XII - APPROPRIATIONS AND EXPENDITURES
The Association shall make available to the Treasurer a petty cash sum of $100 for miscellaneous expenditures connected with the Association. This fund shall be replenished after a written accounting. Any appropriations or expenditures shall be submitted to the Executive Committee prior to purchase, for authorization. Any expenditure over $500.00 requires approval of the majority of Voting Units present at a General Meeting or Special Meeting called for the purpose of such approval. The Treasurer shall draft a budget for the upcoming year and present it at General Meetings for approval by DHOA members. In general, there will be allowed a 20% variance for unexpected overruns.
The persons authorized to sign such checks will be the President, Vice President and Treasurer. Financial records are open and can be reviewed by any DHOA member by setting up a mutually convenient appointment with the Treasurer.
ARTICLE XIII - ORDER OF BUSINESS
Order of business for regular meetings of the Association shall be as follows:
1) Read minutes of previous meeting.
2) Treasurer's report.
3) Special Committee reports.
4) Unfinished business.
5) New business.
6) Suggestions for the good of the Association.
7) Adjournment.
ARTICLE XIV - PARLIAMENTARY AUTHORITY
The rules contained in the ROBERT'S RULES OF ORDER, most recent Revised Edition, shall govern the conduct of the meetings.
ARTICLE XV - IMPEACHMENT
If any officer or member of the Executive Committee shall be absent from any two (2) successive meetings without just cause or reason, either the Executive Committee or members may institute proceedings to impeach said person. Impeachment shall constitute a vote of the majority of Voting Units present.
ARTICLE XVI – AMENDMENTS
These Bylaws may only be modified, amended or altered by a two thirds (2/3) vote of the Voting Units present at any regular meeting of the Association or at a special meeting called for this purpose, provided however, that in any event, prior notice in writing shall be distributed to the members and/or Voting Units of any proposed modification, alteration, or amendment to the Bylaws giving the substance of such proposed modification, alteration or amendment.
ARTICLE XVII - INDEMNIFICATION AGREEMENT
The Association shall indemnify and hold harmless any person, who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he/she is or was a director, committee member or officer of the Association, against expenses (including attorney's fees) judgments, fines, and amounts paid in the settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding if he/she acted in good faith in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
Any such indemnification, however, shall be made by the Association only as authorized in the specific case upon determination that indemnification of the person is proper in the circumstances because he/she has met the applicable standard of conduct set forth hereinabove. Such determination shall be made (1) by the Executive Committee members who were not parties to such action, suit or proceeding; or (2) by the affirmative vote of a majority of the members of the Association entitled to vote; or (3) by a firm of independent legal counsel then employed by the Association, in a written opinion.
ARTICLE XVIII - COVENANTS
All homeowners are compelled by virtue of the ownership of their property to observe the covenants of Phases I & II of the Deerbrook Subdivision until these expire in 2003 and 2005, respectively. (See Appendix I - Covenants, Deerbrook Phase I). All homes whose owners signed onto the 2003 covenants are held to the 2003 covenants (with negotiated waivers, in some cases) after the expiration of the aforementioned original covenants. Covenants may be invoked by individual homeowners, by the DHOA Executive Committee, or by their designees if an Architectural Control Committee is given this function. For homes not under covenants, Gwinnett County Property Maintenance Laws and other local ordinances may be used, in that Board Members or other residents may report problem situations to the County for enforcement. This measure may also be used for homes under covenants if the home is in violation of any local ordinance.