The Oaks on LaVista

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About Us

The Oaks on LaVista

800818586

GENERAL INFORMATION

The Oaks on LaVista is a neighborhood consisting of 26 homes on Hamilton Square, Hamilton Place, and Hermitage Place.

 

About our association

800818586

GENERAL INFORMATION

Our homeowners' association is "The Oaks on LaVista, Inc.," a Georgia non-profit corporation. For 2002, 100% of the homes in the neighborhood are members of the association.

ASSOCIATION BYLAWS

BYLAWS

OF

THE OAKS ON LAVISTA, INC.


ARTICLE I
GENERAL

1.l The name of this Corporation is THE OAKS ON LAVISTA, INC.
1.2 These Bylaws constitute the code of rules adopted by The Oaks on LaVista, Inc. for the regulation and management of its affairs.
1.3 This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law. The primary pur-pose of this Corporation is to provide for architectural control and exterior maintenance of the properties contained within the Oaks' subdivision as more particularly described in a Survey recorded in the records of DeKalb County, Georgia; Plat Book 76, Page 25, as well as the enforcement of the covenants applicable to this subdivision and also recorded in the records of the supe-rior Court Clerk of DeKalb County at Deed Book 4833, pages 466-471.
1.4 Unless the context requires otherwise, the terms defined in the Declaration of Conditions, Covenants Restrictions and Easements of The Oaks, dated September 1985, recorded in the office of the Clerk of the Superior Court of DeKalb County, Geor-gia in Deed Book 4833, Pages 466-471 and also dated July 7, 1986, recorded in the office of the Clerk of the Superior Court of DeKalb County, Georgia in Deed Book 5514, Pages 548-552 (the "Covenants", being incorporated herein in their entirety) shall have the same meanings for purposes of these Bylaws as are described to them in the Covenants.

ARTICLE II
MEMBERSHIP

2.1 The Members of this Corporation are those persons who are owners of record of lots contained within The Oaks subdivi-sion located in DeKalb County, Georgia as more particularly described in a Survey recorded in the records of DeKalb County, Georgia; Plat Book 76, Page 25.
2.2 Each member shall be entitled to cast one (1) vote for each lot in which he shall own of record a fee interest or an un-divided fee interest. In no event, however, shall more than one vote be cast on behalf of each individual lot. If more than one person shall own of record a fee interest in any lot, those owners annually shall select among themselves that individual authorized to vote on their behalf and shall so notify the Board of Directors, in writing. Such selection of an authorized repre-sentative shall be presumed to have been made if one owner casts a vote for such lot without protest being made forthwith by any of the other owners of such lot to the presiding officer of the meeting at which such vote is to be cast. If such protest be made, or if more than one vote be cast with respect to any lot, then the vote of such lot shall not be counted.
2.3 A Member may vote either in person or by proxy carried by his/her representative who is actually present for the vote.
2.4 The presence of 15 Members or their duly authorized representative(s) eligible to vote as defined in Section 2.2 hereof will constitute a quorum at a Membership meeting. The vote of a majority of the votes entitled to be cast by the Mem-bers present (or their representative(s)) is necessary for any matter voted on by the Members, unless a greater number is required by law, the Articles of Incorporation of this Corpora-tion, or any provision of these Bylaws.
2.5 Place of Meetings. All meetings of the Members shall be held at such place within the State of Georgia as may be fixed from time to time by the President or Board of Directors.
2.6 Annual Meeting. An annual meeting of the Members shall be held once each calendar year at a time determined by the President or Board of Directors. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual Members meeting.
2.7 Special Meetings. Except as otherwise provided by statute or the Articles of Incorporation, special meetings of the Members for any purpose or purposes may be called by any officer of the Corporation and shall be called by the President or the Secretary when so directed by a majority of the Board of Direc-tors, or at the written request of one or more Members. Such request shall state the purpose or purposes of the proposed meet-ing.
2.8 Notice of Meeting. Except as otherwise required by statute or the Articles of Incorporation, written notice of each meeting of the Members, whether annual or special, stating the time and place, and the purpose of any special meeting, shall be delivered, either personally or by mail, to each Member of record entitled to vote at such meeting, not less than ten (10), nor more than fifty (50) days prior to such meeting. Notice of any meeting of Members shall not be required to be given to any Mem-ber who, in person or by his attorney thereunto authorized, either before or after such meeting, shall waive such notice. Attendance of a Member at a meeting, either in person or by proxy, shall of itself constitute a waiver of notice and a waiver of any and all objections to the place and time of the meeting, and the manner in which the meeting has been called or convened, except when a Member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objections to the transaction of business. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken.
2.9 Membership will be subject to reasonable assessment to be determined by vote of the Board of Directors for the purposes of conducting the business of this Corporation. A failure to pay assessments when due shall result in termination of Membership rights.
2.10 Membership in this Corporation shall terminate at such time as any Member no longer has an ownership interest in his/her property in The Oaks' subdivision.

ARTICLE III
DIRECTORS

3.1 Powers of the Board of Directors. Except as may be otherwise provided by any legal agreement among Members, the property and business of the Corporation shall be managed by its Board of Directors. In addition to the powers and authority by these Bylaws expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all acts not reserved to the Members or forbidden by statute, the Articles of Incorporation, these Bylaws or any legal agreement among Mem-bers.
3.2 Number, Term and Compensation of Directors. The Board of Directors shall consist of not less then the minimum number of Directors required under the Georgia Business Corporation Code, nor more than seven (7) members, the precise number to be fixed by the Members, from time to time. Each director (whether elected at an annual meeting or otherwise) shall hold office un-til the second annual meeting of Members held after his election and until a qualified successor shall be elected, or until his earlier death, resignation or removal. Directors must be Members of the Corporation.
Any Director may resign at any time by giving written notice to the Board of Directors of the Corporation and such resignation shall be effective at the time specified therein or if no time is specified, upon acceptance of such resignation by the Board of Directors.
Except as otherwise provided by statute or the Articles of Incorporation, any Director may be removed from office for any reason by a vote of the two-thirds (2/3) of the Members of the Corporation entitled to vote and present in person or represented by proxy at any meeting of Members; and if any vacancy shall oc-cur among the Directors by reason of death, resignation, removal, increase in the number of directors, or otherwise, the remaining Directors shall continue to act, and such vacancy may be filled for the unexpired term of such vacancy by a majority of the Directors then in office, and, if not theretofore filled by ac-tion of the Directors, may be filled by the Members of any meet-ing held during the existence of such vacancy.
3.3 Meetings. All meetings of the Board of Directors will be held within the State of Georgia.
The organizational meeting of the Board of Directors shall be held immediately following adjournment of the annual meeting of Members of the Corporation at the place of such annual meet-ing. Regular meetings of the Board of Directors, except the or-ganizational meeting, shall be held at such time and place as may be determined by resolution of the Board of Directors, and if so determined, no notice shall be necessary to legally constitute such regular meetings.
Special meetings of the Board of Directors may be called by the President on not less than two (2) days' notice by mail, telegram, cablegram or personal delivery to each Director and shall be called by the President or the Secretary in like manner and on like notice on the written request of a majority of the number of members of the Board of Directors as then constituted. Any such special meeting shall be held at such time and place as shall be stated in the notice of meeting.
No notice of any meeting of the Board of Directors need state the purposes thereof.
3.4 Quorum. At all meetings of the Board of Directors, the presence of a majority of the members of the Board of Directors as then constituted shall be necessary and sufficient to con-stitute a quorum for the transaction of business. In the absence of a quorum a majority of the Directors present at a meeting may adjourn the meeting from time to time until a quorum be had, and notice of any adjourned meeting need only be given by an-nouncement at the meeting at which the adjournment is taken. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Direc-tors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or by these Bylaws.
3.5 Action by Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the Board of committee.

ARTICLE IV
OFFICERS

4.1 Corporate Officers. The officers of the Corporation shall be a President, Vice President, Secretary and a Treasurer, and shall be elected by the Board of Directors at its organiza-tion meeting. The Board of Directors may create such additional offices and may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board of Directors may also elect, or may delegate to the President the power to appoint, such assistants to any such corporate officers as may be deemed advisable. No person may hold more than one of-fice. Each officer must be a Member. Each officer of the Cor-poration shall hold office until his successor is chosen or until his earlier resignation, death or removal, or the termination of his office. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.
4.2 President. The President shall be the chief executive officer of the Corporation and shall supervise the business and affairs of the Corporation and departments, officers and employees thereof, and shall prescribe duties of other officers of the Corporation not otherwise specifically provided for herein. The President shall preside at the annual meetings of Members of the Corporation and at meetings of the Board of Direc-tors in the event of the absence of the Chairman of the Board or in the event that the Corporation does not then have a Chairman of the Board.
4.3 Treasurer. The Treasurer shall, subject to the direc-tion of the President, have custody of the funds and securities of the Corporation and shall keep accurate accounts of disburse-ments in the proper financial records of the Corporation and shall make such provision for the deposit and disbursement of such monies and funds of the Corporation as may be appropriate.
4.4 Secretary. The Secretary shall keep the minutes of the meetings of the Members, the Board of Directors and each com-mittee thereof, shall give, or cause to be given, notice of such meetings, and shall have custody of the seal of the Corporation.
4.5 Other Duties and Authorities. The aforesaid officers and such other officers, employees and agents of the Corporation as may be elected or appointed shall have such other duties and authorities as are customarily incidental to their respective of-fices and as may be conferred upon them by the Board of Directors or the President.

ARTICLE V
INFORMAL ACTION

5.1 Whenever any notice whatever is required to be given under the provisions of the law, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of such notice in writing signed by the person(s) entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of Members, specify the general na-ture of the business to be transacted.
5.2 Action by Consent. Any action required by law or un-der the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may be taken at a meeting of either the Members or Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the Corporation.

ARTICLE VI
COMMITTEES

6.1 Definition of Directoral Committees. This Corporation may have certain Committees, each of which will consist of one (1) or more Directors. Such Directoral Committees will have and exer-cise some prescribed authority of the Board of Directors in the management of this Corporation. However, no such Committee will have the authority of the Board in reference to affecting any of the following:
(1) Submission to Members of any action for which the ap-proval of Members is required under the law.
(2) Filling of vacancies in the Board.
(3) Adoption, amendment, or repeal of Bylaws.
(4) Amendment or repeal of any resolution of the Board.
(5) Action on matters committed by Bylaws or resolution of the Board to another Committee of the Board.
6.2 Appointment of Committees. The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may designate and appoint one or more Directoral Committees and delegate to such Committees specific and prescribed authority of the Board of Directors to exercise in the management of this Cor-poration. However, the creation of such Directoral Committees will not operate to relieve the Board of Directors, or any in-dividual Director, of any responsibility imposed on such person-nel otherwise by law.
6.3 Functionary Committees. In addition, the Board of Directors, by resolution may designate and appoint certain Func-tionary Committees designed to transact certain ministerial busi-ness of the Corporation or to advise the Board of Directors. Such Committees will be chaired by an Officer or Director as designated by the Board, which Chairman will proceed to select the remaining members of the Committee up to the number set by the Board or terminate such memberships or appoint successors in such Chairman's discretion. The Board may terminate any such Committee by resolution.
6.4 Additional Committee. In addition, the Board of Direc-tors, by resolution may designate and appoint a certain Committee solely to discharge the obligations imposed upon certain members hereof by virtue of the private roadway easement which crosses their properties as referenced in DeKalb County Records, Deed Book 5514, Pages 548-552. Such Committee need not but may be chaired by an Officer or Director of this Corporation, and shall consist of Members who own property subject to said easement. Such Committee shall exercise the responsibilities conferred upon it by said easement, the Board of Directors, or otherwise imposed by these Bylaws, the Articles of Incorporation or by law.

ARTICLE VII
OPERATIONS

7.1 The fiscal year of this corporation will be the calen-dar year.
7.2 Execution of Documents. Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of this Corporation will be signed by the Treasurer and countersigned by the Presi-dent. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have at-tached copies of the resolution of the Board of Directors cer-tified by the Secretary authorizing their execution.
7.3 Books of Documents. This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Members, Board of Directors, and Directoral Committees. The Corporation will keep at its registered office a membership register giving the names, ad-dresses, and showing classes and other details of the membership of each, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation.
7.4 Inspection of Books and Records. All books and records of this Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.
7.5 Nonprofit Operations-Compensation. This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be dis-tributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Mem-bers, Officers, or Directors for services rendered.
7.6 Loans to Management. This Corporation will make no loans to any of its Directors or Officers or to any of its key management or other personnel.
7.7 (1) No Member or Incorporator of this Corporation may have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Corporation, or any right, interest, or privilege which may be transferable or inheritable, or which will continue if his Membership ceases, or while he is not in good standing.
(2) Expelled Members shall have no property rights to as-sets of the Corporation.
(3) On dissolution, assets of this Corporation remaining after payment or discharge of all liabilities of the Corporation; the return, transfer, or conveyances of assets held on conditions requiring the same; and the transfer or conveyance of assets received and held subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educa-tion, or similar purposes shall be distributed as follows: on a prorated basis to Members eligible to vote as defined in Section 2.2 hereof.
(4) The Directors of this Corporation may not authorize secured transactions or other dispositions of corporate assets without approval by the Members.

ARTICLE VIII
MISCELLANEOUS

8.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die with the name of the Corporation around the periphery of the circle with the year of incorporation of the Corporation and the words "CORPORATE SEAL GEORGIA" within the circle. The seal may be affixed to any instrument by any officer of the Corporation and may be lithographed, engraved or otherwise printed or written on any document with the same force and effect as if it had been manually affixed to such document.
8.2 Conflict with Law. If any Bylaw of the Corporation is or may be in violation of any law applicable to such Bylaw, then1 if possible, such Bylaw shall be construed to be consistent with such law, and if such construction is not possible, then the in-validity of such Bylaw or any portion thereof shall not affect the validity of the other Bylaws of the Corporation, which shall remain in full force and effect.

ARTICLE IX
AMENDMENT

9.1 Amendment. The Bylaws of the Corporation may be al-tered or amended and new by-laws may be adopted by a vote not less than two-thirds (2/3) of the Members entitled to vote at any annual or special meeting of the Members; provided however, that notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting or such notice is waived in writing.



As amended by a vote of more than two-thirds (2/3) of the Members entitled to vote at the Annual Meeting held September 15, 2000, at Hermitage Place cul-de-sac, Decatur, Georgia



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