ByLaws


 

 

 

BY-LAWS
OF
BEECHVIEW PROPERTY OWNER’S
ASSOCIATION, INC.
 
            These Bylaws shall regulate the affairs of the corporation, subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101 et seq., Tennessee Code Annotated.
 
SECTION 1
OFFICES AND REGISTERED AGENT
 
            Section 1.01.   Registered Office.      The Corporation shall designate and continuously maintain a registered office in the State of Tennessee.
 
            Section 1.02.   Principal Office.        The principle office of the Corporation shall be that which is designated as such in its Charter.
 
Section 1.03.   Other Offices.            The Corporation may also have other offices within and without the State of Tennessee at such places as the Board of Directors may from time to time determine.
 
Section 1.04.   Registered Agent       The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office.
 
SECTION 2
MEMBER
 
Section 2.01.   Admission of Members.        Any person may be admitted as a member of the Corporation by the Board of Directors, provided such person pays the membership fees established by the Board of Directors, is interested in the furtherance of the purposes of the Corporation, and is a current real property (lot) owner in the real property development known as the Beechview Recreational Development (the “Development”) located in Wayne County, Tennessee.
 
Section 2.02.   Rights and Obligations.        Each member shall have, and be entitled to, one (1) vote and shall have the same rights and obligations with respect to voting, dissolution, redemption, transfer and all other matters as all other members.
 
Section 2.03.   Fees, Dues, and Assessments.           The Board of Directors may establish membership fees to be paid by a person as a condition to being admitted as members and may also set from time to time dues, assessments and other fees to be paid by the members periodically. The resignation, expulsion or suspension of a member, or termination of his or her membership, does not relieve the member from any obligations that the member may have to the Corporation.
 
Section 2.04.   Resignation.   A member may resign at any time by delivering to the Secretary of the Corporation a written notice of such resignation signed by the member, which shall be included in the minutes or corporate records. A resignation shall not be effective before the date and time the Secretary actually receives written notice of it. A person’s membership shall be terminated upon his or her death and, further, a person’s membership shall be terminated upon the conveyance or transfer of his or her interest in their lot located at the Development. If a member owns more than one (1) lot at the Development, his of her membership shall not terminate until their interest in all lots are sold.
 
Section 2.05.   Expulsion or Suspension.     A member may be expelled or suspended by the Board of Directors, but notice and an opportunity to be heard shall first be given to the member as set forth below, and the expulsion or suspension procedure shall be fair, reasonable and carried out in good faith:
 
(A)       The member shall be given not less then fifteen (15) days prior written notice of the expulsion or suspension, and the reason(s) therefore; and
 
(B)              The member must be given the opportunity to be heard, orally or in writing, by the Board of Directors not less then five (5) days before the effective date of the expulsion or suspension.           
 
For purposes of this Section 2.05 only, any written notice given by mail shall be sent postage prepaid by first class United States mail or by certified United States mail, return receipt requested, and sent to the last address of the member shown on the Corporation’s records.
 
            Section 2.06.   Transfers and Encumbrances.        No member shall transfer, by operation of the law or otherwise, or encumber in any way his or her membership or any arising there from.
 
Section 2.07.   Place.              All meetings of the members of the Corporation shall be held on the Development’s premises, or at such other place as may be fixed by resolution of the Board of Directors.
 
Section 2.08.   Annual Meetings.      The annual meetings of the members of the Corporation shall be held on the first Saturday in April, June, August, and October of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding Saturday, not a legal holiday. The Board of Directors may, however, be resolution, fix the date of the annual meeting on any day within the period of thirty (30) days next succeeding the foregoing date. At the annual meeting in April, the members shall elect Directors, receive reports on the activities and financial condition of the Corporation, and transact such other business as may properly come before the meeting. At the June, August, and October meetings, members will receive reports on the activities and financial condition of the Corporation, and transact such other business as may properly come before the meeting.
 
Section 2.09.   Special Meetings.       The Corporation shall hold a special meeting of its members upon the call of the Board of Directors or the President, or upon the written demand(s) to the Secretary by the members holding at least the majority of all votes entitled to be cast on any issue to be considered at the proposed special meeting. Any call or demand for a special meeting shall describe the purpose(s) for which the special meeting is to be held. Only business within the purpose(s) described in the meeting notice for the special meeting may be conducted at such meeting.
 
Section 2.10.   Notice of Meetings.    The Corporation shall notify its members of the date, time and place of each annual and special meeting of members no fewer than ten (10), or more than forty-five (45), days before the meeting date. The notice of a meeting shall also contain such other information which may be required by these Bylaws.
 
Section 2.11.   Waiver of Notice.      A member’s attendance at a meeting:
 
(A)                                     Waives objection to lack of notice or defective notice or the meeting unless the member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and
 
(B)                                      Waives objection to consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.
 
Section 2.12.   Quorum.         Unless otherwise required by law, ten (10%) percent of the votes entitled to be cast on a matter must be represented at any meeting of the members to constitute a quorum on the matter. If, however, such quorum is not represented at any such meeting, the members present at the meeting in person or represented by proxy shall have the power to adjourn from time to time without notice other than announcement at the meeting, until the requisite quorum is present or represented, when business may be transacted that might have been transacted at the meeting as provided in the original notice.
 
Section 2.13.   Voting Requirements.           Except as otherwise provided in these bylaws, action on any matter voted upon at a meeting of the members is approved if a quorum exists and if the votes cast in favor of the action exceed the votes cast against the action. However, Directors shall be elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting of the members at which a quorum is present.
 
 
SECTION 3
BOARD OF DIRECTORS
 
Section 3.01.   General Powers and Qualifications.            All corporate powers of the Corporation shall be exercised by and under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directors. All Directors must be natural persons, shall be at least eighteen (18) years of age and shall be a real property (lot) owner at the Development.
 
Section 3.02.   Number of Directors.            The Board of Directors shall be comprise of eight (8)Directors (two (2) of the Director positions will hold the Officer positions of the Vice President and Treasurer and one (1) Director position will hold the position of Access Fee Manager), but these Bylaws maybe amended from time to time to increase or decrease the number of Directors within the limits provided by law, although at no time shall there be fewer than three (3) Directors.
 
Section 3.03.   Election and Tenure.           Directors shall be elected by the members at each April annual meeting of the members to be held on the Development’s premises, or at such other place as may be fixed by prior resolution of the Board of Directors, the meeting shall be held on the first Saturday in April of each and every year, or as close to that date as practicable. Each Director shall be elected to serve for a term of one (1) year, or until his or her successor is elected and qualifies, subject, however, to the removal of any Director as provided in these Bylaws.
 
Section 3.04.   Regular meetings.      Except as otherwise provided herein, regular meetings of the Board of Directors may be held without notice at such time and place as the Board of Directors shall determine from time to time, but no less frequently than four (4) times a year.
 
Section 3.05.   Special Meetings.       Special meetings of the Board of Directors may be called by the President or by the majority of the Board of Directors.
 
Section 3.06.   Notice of Meetings.    Except as otherwise provided by these bylaws, the notice requirements for meetings are as follows:
 
(A)                                     Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting.
 
(B)                                      Special meetings of the Board of Directors must be preceded by at least two (2) days notice to each Director of the date, time and place, but not the purpose, of such special meeting.
 
(C)                                      Notwithstanding (a) and (b) just above, any action by the Board of Directors to remove a Director or to approve a matter that would require approval by the members of the Corporation shall be preceded by at least seven (7) days written notice to each Director that the matter will be voted upon at a therein specified meeting of the Board of Directors, unless such notice is waived pursuant to Section 3.07 or Section 6.04 below.
 
(D)                                     Notice of any adjourned meeting need not be given if the time and place to which the adjournment is take, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.
 
Section 3.07.   Waiver of Notice of Meeting.           If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
 
Section 3.08.   Quorum and Voting.             A quorum of the Board of Directors consist of a majority but no fewer than four (4) of the Directors then in office before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.
 
Section 3.09.   Vacancy.        If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from a removal of a Director with cause:
 
(A)             The Board of Directors may fill the vacancy; or
 
(B)              If the Directors remaining in office somehow constitute less than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office.
 
Section 3.10.   Removal of Director with Cause.    The Board of members may remove any one (1) or more Directors, with cause, at any special meeting that is specifically called for that purpose.
 
Section 3.11.   Action Without Meeting.      Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all Directors consent to taking such action without a meeting. If all Directors so consent, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting shall be the act of the Board, except as otherwise provided in these Bylaws. Such consent(s) shall describe the action taken, by in writing, be signed by each Director entitled to vote, indicate each signing Director’s vote or abstention on the action, and be delivered to the secretary of the Corporation and include in the minutes filed with the corporate records.
 
Section 3.12.   Indemnification.        With respect to claims or liabilities arising out of services as a Director of the Corporation, the Corporation shall indemnify and advance expenses to each present and future Director (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.
 
Section 3.13.   Immunity.      To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future Director (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from conduct of the affairs of the Corporation.
 
SECTION 4
OFFICERS
 
Section 4.01.   Required Officers.    The officers of the Corporation shall be a President, Secretary and such other officers as may from time to time be elected or appointed by the Board of Directors. Except for the office of the President and Secretary, the Vice President and Treasurer will simultaneously hold the position of Officer and two (2) of the eight (8) Board of Director positions.
 
Section 4.02.   Election.         At the first meeting of the Board of Directors after each annual meeting of the members, the Board shall elect the officers of the Corporation by a majority vote of those Directors present, provide a quorum exists.
 
Section 4.03.   Term of Office.         The officers of the Corporation shall hold office for one (1) year or until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time with cause.
 
Section 4.04.   Powers and Duties of Officers.        The powers and duties of the officers of the Corporation shall be as follows:
 
(A)       President.       The president shall be the Chief Executive Officer of the Corporation, shall have general and active management of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall chair and facilitate all meetings of the Members and Board of Directors and also be the tie breaker in any vote of the Board of Directors. The President shall also report on the activities and financial condition of the Corporation at all annual meetings of the members.
 
(B)       Vice President.           The Vice President shall have such powers and perform such duties as may be assigned to him or her by the Board of Directors or the President. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President. The Vice President will simultaneously hold the position of Officer and one (1) of the eight (8) Board of Director positions.
 
 
(C)       Secretary.       The Secretary shall attend all meetings of the Board of Directors of the Corporation and shall be responsible for preparing the minutes of such meetings. The Secretary shall be responsible for the care and custody of the minute’s book of the Corporation and for authenticating records of the Corporation. It shall be his or her duty to give or cause to be given notice of all meetings of the members and of the Board of Directors. The Secretary shall also perform such other duties as may be assigned to him or her by the Board of Directors or by the President, under whose supervision he or she shall act. In the event the Secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take minutes, the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitle to vote at such meeting, to take the minutes thereof.
 
(D)       Treasurer.      The Treasurer shall have custody of the Corporation funds and securities, shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board of Directors. The Treasurer shall require disbursement of the funds of the Corporation as may be ordered by the Board of Directors, at any time they may require, an account of his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall also report on the activities and financial condition of the Corporation at the annual meetings of the members. The Treasurer will simultaneously hold the position of Officer and one (1) of the eight (8) Board of Director positions.
 
(E)       Access Fee Manager.    The Access Fee Manager shall have the responsibility of collecting the Beechview Corporation access fee’s, shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board of Directors. The Access Fee Manager will simultaneously hold the position of Officer and one (1) of the eight (8) Board of Director positions.
 
Section 4.05.   Removal.        The Board of Directors may remove any officer at any time with cause.
 
Section 4.06.   Vacancies.      Any vacancies occurring in the office of the President and Secretary shall be filed by the Board of Directors as soon as practical. Vacancies in other offices may be filled at the discretion of the Board of Directors.
 
Section 4.07.   Delegation of Powers and Duties.    In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the power of such officer to any other officer or to any Director for the time being.
 
Section 4.08.   Indemnification.        With respect to claims or liabilities arising out of service as an officer of the Corporation, the Corporation shall indemnify and advance expenses to each present and future officer (and his or her estate, heirs and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.
 
SECTION 5
RECORDS AND REPORTS
 
Section 5.01.   Corporate Records. The Corporations shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by its members and the Board of Directors without a meeting, and appropriate accounting records, and a list of its members in alphabetical order showing their respective address and the number of votes each member is entitled to vote.
 
Section 5.02.   Records at Principal Office. The Corporation shall keep at all times a copy of the following records at its principal office:
 
(A)             Its Charter or Restated Charter and all amendments thereto;
 
(B)              These Bylaws and all amendments thereto;
 
(C)              Resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
 
(D)             The minutes of all meetings of member and Directors and all the records of all actions taken by members or Directors without a meeting for the past three (3) years;
(E)              All written communications to members generally within the past three (3) years;
 
(F)               A list of the names and business or home addresses of its current Directors and Officers; and
 
(G)             The most annual report delivered to the Tennessee Secretary of State.
 
 
Section 5.03.   Annual Financial Statements.          The Corporation shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, and such other information necessary to comply with the requirements of the applicable provisions of the Tennessee Nonprofit Corporation Act.
 
 
 
SECTION 6
MISCELLANEOUS PROVISIONS
 
Section 6.01.   Fiscal Year.    The fiscal year of the Corporation shall be a calendar year.
 
Section 6.02.   No Seal.          The Corporation shall have no seal.
 
Section 6.03.   Notices.           Whenever notice is required to be given to members, Directors or officers, unless otherwise provided by law, the Charter or these Bylaws, such notice may be given in person, or by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail to the respective address that appears for each such person on the books of the Corporation. Written notice sent by mail to members shall be deemed to have been given when it is mailed. Any other written notice shall be deemed to have been given at the earliest of the following:
 
(A)             When Received;
 
(B)              Five (5) days after its deposit in the United States mail; or
 
(C)              On the date on the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee.
 
Section 6.04.   Waiver of Notice.      Whenever notice is required to be given under the provisions of any statute, or of the Charter or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.
 
Section 6.05.   Negotiable Instruments.        All checks, drafts, notes or other obligations of the Corporation shall be signed by the President and Treasurer and/or the Access Fee Manager of the Corporation, or by such other person(s), as may be authorized by the Board of Directors.
 
Section 6.06.   Deposits.         The monies of the Corporation will be deposited in the name of the Corporation in such bank(s) or financial institution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or person(s) designated by resolution adopted by the Board of Directors.
 
 
 
 
 
 
 
SECTION 7
AMENDMENT OF BYLAWS
 
Section 7.01.   By Members. The members may amend or repeal these Bylaws at any annual or special meeting of the members where a quorum is present, provided that the notice of such meeting shall state that the purpose or one (1) of the purposes, of the meeting is to amend the Bylaws and shall also contain a description of the amendment to be considered. An amendment to these Bylaws must be approved by the members by the lesser of: (a) two-thirds (2/3) of the votes cast, or (b) a majority of the total number of votes entitled to be cast. These Bylaws may also be amended by the members without a meeting in the same manner as provided thereof herein, except that such action to amend must be by: (a) two-thirds (2/3) of the votes cast, or (b) a majority of the total number of votes entitled to be cast, whichever is less.
 
Section 7.01.   By Board of Directors.         By a majority of the Directors then in office, the Board of Directors may amend these Bylaws, including Bylaws adopted by the members, at any regular or special meeting of the Board of Directors where a quorum is present, provided that such meeting is proceeded by at least two (2) days notice to each Director of the date, time and place of the meeting. Such notice shall also state that the purpose or one (1) of thee purposes, of the meeting is to consider a proposed amendment to the Bylaws, and shall contain or be amended by the general nature thereof. These Bylaws may also be amended by the Directors without a meeting in the manner as provided thereof herein, except that such action to amend must be by a majority vote of the Directors then in office.
 
SECTION 8
CERTIFICATION
 
These Bylaws were adopted by written consent of the incorporator effective on the ________ day of _____________, 2008.
 
 
 
 
                                                _________________________________________
                                                               Jennifer Potts, Secretary
 
 
                                                _________________________________________
                                                            Anthony V. Mills, President
 

 Note: These are signed and dated Aug. 16, 2008

May 2019
M T W T F S S
« Jan    
 12345
6789101112
13141516171819
20212223242526
2728293031  

Archives