BY-LAWS
OF
SHILOH FALLS HOME OWNER'S ASSOCIATION, INC.
FOR THE ADMINISTRATION OF SHILOH FALLS SUBDIVISION
ARTICLE I
NAME AND LOCATION
The name of the Association is Shiloh Falls Home Owner's Association, Inc., hereinafter referred to as "SFHOA." The principal office of the association shall be located at 95 Old South Road, Counce, Tennessee 38326.
ARTICLE II
PURPOSE
The purpose of the Association is to administer a subdivision known as Shiloh Falls Subdivision (herein sometimes called the "Property") and to do and perform any and all other things, matters or acts required by or permitted to the owners of lots in Shiloh Falls Subdivision.
ARTICLE III
DEFINITIONS
The definitions set out in the Declaration of Covenants and Restrictions of Shiloh Falls Subdivision are attached as an Exhibit hereto and are hereby incorporated herein by reference as if copied verbatim.
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ARTICLE IV
MEMBERS, MEETINGS, AND VOTING RIGHTS OF MEMBERS
Section 1. All of the owners of lots within Shiloh Falls Subdivision shall constitute the members of the Association.
Section 2. Annual Meetings. The first annual meeting of the members may be held, when called by the Developer upon ten (10) days notice, at any time and shall be held within sixty (60) days after seventy-five percent (75%) of lots within Shiloh Falls Subdivision are conveyed to an owner other than the Developer. Each subsequent regular meeting of the members shall be held on the same day of the same month of each year thereafter at the hour of 7:00 P.M., or upon such other day as shall be selected by a majority of the members. If the day for the annual meeting is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.
Section 3. 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 members entitled to cast one-third (1/3) of the number of votes entitled to be cast by all members.
Section 4. Notice of Meetings. Written notice of meetings stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting shall be delivered, either personally or by mail, to each member at his address as it appears on the books of SFHOA. If mailed, such notice shall be delivered not less than ten (10), nor more than thirty (30) days before the date of the meeting, and shall be deemed to be delivered when deposited in the U.S. Mail and addressed to the member at his said address, with postage thereon prepaid. If delivered personally, such notice shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting and shall be deemed delivered when actually received by the member.
Section 5. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, at least sixty percent (60%) of the total number of votes entitled to be cast shall constitute a quorum for any actions, except as otherwise provided in these Bylaws. 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 shall be present or be represented; and at the meeting following such adjournment the quorum shall consist of one-half (1/2) of the required quorum at the preceding meeting [provided that a quorum shall never consist of less than one-tenth (1/10) of the total number of votes entitled to be cast by all members]. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, provided that the period of adjournment shall not exceed thirty (30) days.
Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Each proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.
Section 7. Voting Rights. Except as hereinafter provided, each member shall be entitled to one vote for each lot owned by him provided that all assessments against such lot which are then due have been paid.
(a) When title to a lot is owned by more than one person, all such persons shall be members but they shall be entitled to only one (1) vote with respect to each lot so owned. The vote for such lot shall be exercised as the owners of such lot among themselves determine. Where only one of two or more co-owners is present at a meeting of the members of SFHOA, he or she shall be entitled to cast the vote with respect to that lot.
(b) Notwithstanding the foregoing, the Developer, as the original owner of all lots in the subdivision, shall be entitled to three (3) votes for each lot owned by it and remaining unsold until such time as seventy-five percent (75%) of the units are sold and transferred, or until three (3) years from and after the date of the conveyance of the first lot to a lot Purchaser, whichever last occurs.
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ARTICLE V
BOARD OF DIRECTORS - SELECTION - TERM OF OFFICE
Section 1. The affairs of SFHOA shall be managed by a Board of not less than three (3) nor more than seven (7) Directors, each of whom shall be either the owner of a lot or of an interest therein, or in the event of ownership of a lot by a partner, trustee, officer, or other designated representative, then the representative of that interest appointed by the holder of the interest. The number of Directors shall be fixed at the first meeting of SFHOA and may be changed at any subsequent meeting of SFHOA; provided, however, that any Director may complete his term of office despite any decrease in the number of Directors, unless removed from office, as herein provided.
Section 2. Term of Office. At the first meeting, the members shall elect one-third (1/3) of the Directors for a term of one (1) year, one-third (1/3) of the Directors for a term of two (2) years, and the remaining Director(s) for a term of three (3) years; and at each annual meeting thereafter, members shall elect a Director or Directors, as the case may be, for a term of three (3) years to replace the outgoing Director or Directors.
Section 3. Removal or Resignation. Any Director may be removed from the Board with or without cause by a majority vote of the members of the SFHOA. If any Director shall cease to be the owner of a lot or of an interest therein or shall cease to be a partner, trustee, officer or other designated representative of a partnership, trustee, corporation or other entity owning a lot, he shall immediately resign as such Director. In the event of death or resignation or removal of a Director, his successor shall be selected by the remaining members of the Board (although less than a quorum exists) or by the vote of members entitled to cast a majority of the votes entitled to be cast by all members, and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No Director shall receive compensation for any service he may render to SFHOA as Director; however, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting by obtaining the written approval of all of 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 VI
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for the election of 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 SFHOA. 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 election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. Election. Election to the Board of Directors shall be by ballot. At such elections, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to cast under the provisions hereof. The persons receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted.
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ARTICLE VII
MEETINGS OF DIRECTORS
Section 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.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of SFHOA, or by any two (2) Directors, after not less than five (5) days notice to each Director. A waiver of notice in writing signed by the person entitled to such notice, whether before or after the time of the meeting, shall be deemed equivalent to such notice.
Section 3. 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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