Hidden Lakes Homeowners Association

HOA Bylaws

HOA Bylaws

BYLAWS OF HIDDEN LAKE HOMEOWNERS ASSOCIATION, INC.

ARTICLE I
NAME

The name of the corporation is Hidden Lake Homeowners Association, Inc. Meetings of Members and Directors may be held at such places within the State of Tennessee in the County of Davidson or Williamson, as may be designated by the Board.

ARTICLE II
DEFINITIONS

Section 1. “Association” means the Hidden Lake Homeowners Association, Inc., a Tennessee non-profit corporation, its successors and assigns.

Section 2. “Declaration” means the Declaration of Covenants, Conditions and Restrictions for Hidden Lake recorded, or to be recorded, in the Register’s of Deeds Office for the County and all recorded amendments and supplements thereto.

Section 3. “Open Space” means all property, whether improved or unimproved, real and personal, or any easement, use right, maintenance obligation, or other property right or obligation therein, owned or held by the Association for the common use, enjoyment, or obligation of its Members, including without limitation (i) the Open Space Areas and the Stormwater Detention Areas, (ii) any Project screening or decorative wall designated for common maintenance, (iii) any Project entrance monuments, right-of-way landscaping, irrigation systems, drainage facilities, detention ponds, and such other improvements and facilities lying within dedicated public easements or rights-of-way adjacent to the Project as may be designated by the City or County for Association maintenance or as deemed appropriate by the Board for the preservation, protection and enhancement of the Project.

Section 4. “Terms”. Unless otherwise specifically provided herein, the terms used in these Bylaws shall have the same meanings as are given to such terms in the Declaration.


ARTICLE III
MEMBERSHIP AND VOTING RIGHTS

Section 1. Membership. Each Owner shall automatically be a Member of the Association. No person or entity who is not an Owner shall be a Member of the Association. Membership shall be appurtenant to and may not by separated from ownership of a Lot. Upon termination of ownership, an Owner’s membership shall automatically terminate and be automatically transferred to the new Owner of the Lot.

Section 2. Voting. Members shall be all Owners and shall be entitled to one (1) vote for each Lot owned. When more than one person holds an ownership interest in any Lot, all such persons shall be Members, but no more than one vote shall be cast with respect to any Lot. The vote for any such Lot shall be exercised as the Members holding an interest in such Lot determine among themselves. In the event of a disagreement, the decision of Members holding a majority of interest in such Lot shall govern. Unless otherwise notified by a co-owner as to dispute between the co-owners regarding their vote prior to the casting of that vote, the vote of any co-owner shall be conclusively presumed to be the majority vote of the Owners of that Lot.


ARTICLE IV
MEETING OF MEMBERS

Section 1. Annual Meetings. Regular annual meetings of the Members shall be held not less frequently than once each calendar year, at a date, time and place selected by the Board.

Section 2. Special Meetings. Special meetings of the Members shall be promptly scheduled in response to a majority vote of a quorum of the Board, or upon receipt of a written request signed by Members representing not less than twenty (20%) of the total Voting Power of the Association.

Section 3. Notice of Meetings. Written notice of annual and special meetings of Members shall be given by, or at the direction of, the Secretary of the Association or other person authorized to call the meeting, by physical delivery to each Lot, email, or by mailing a copy of such notice, first-class postage prepaid, not less than ten (10) days nor more than ninety (90) days before such meeting, to each Member entitled to vote, addressed to the Member’s address last appearing on the books of the Association or supplied by such Member to the Association for the purpose of notice. Notice of a meeting shall specify the place, date and hour of the meeting and, in the case of a special meeting, the general nature of the business to be undertaken. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to Members. In the event that any Mortgagee has requested in writing copies of any notices and supplied an address for such notice, then notice shall also be given to the Mortgagees at the address supplied by the Mortgagee to the Association and each Mortgagee shall have the right to designate a representative to attend any meeting. Waiver by a Member in writing of the notice required herein, signed by him, shall be equivalent to the giving of such notice.

Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxyholders entitled to cast, thirty percent (30%) of the total Voting Power of the Association shall constitute a quorum for any action, except as may otherwise by provided in the Articles, the Declaration or these Bylaws. The Members present at any duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. In the absence of a quorum, the Members entitled to vote at such meetings shall have the power to adjourn the meeting to another time subject to the same notice requirement. If a meeting is adjourned due to lack of a quorum, and a subsequent meeting is scheduled in lieu thereof, then the quorum requirement for the subsequent meeting shall be one-half (1/2) of the quorum requirement for the adjourned meeting, provided such subsequent meeting is held within forty-five (45) days of the adjourned meeting. The reducing quorum requirement may take place multiple times for multiple subsequent meetings (reducing by fifty percent (50%) each time), provided all notice requirements and time periods are complied with, until a meeting is held at which a quorum is present.

Section 5. Proxies.

(a) 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 of the Association or other person designed at the meeting. Every Proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot or upon receipt by the Association of written notice of the death or incapacity of the Member who executed the proxy. A proxy shall be invalid after expiration of eleven (11) months from the date it is executed.

(b) Every form of proxy or written ballot distributed to Members shall afford an opportunity on the proxy or ballot to specify a choice between approval or disapproval of each matter intended, at the time the written ballot or proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. In instances where the Member solicited marks a choice on the ballot or proxy with respect to any such matter, the vote shall be case in accordance therewith.

(c) Every form of proxy or written ballot which provides an opportunity to specify approval or disapproval with respect to any proposal shall also contain an appropriate space marked “abstain,” whereby a Member may indicate a desire to abstain from voting on the proposal. A proxy or ballot marked “abstain” by the Member with respect to a particular proposal shall not be voted either for or against such proposal.

(d) In an election of Directors, any form of proxy or written ballot in which the Directors to be voted upon are named therein as candidates and which is marked by a Member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.

(e) Failure to comply with this section shall not invalidate any corporate action taken, but may be the basis for challenging any proxy at a meeting and the circuit court may compel compliance therewith at the suit of any Member.

Section 6. Location. Meetings of Members shall be held within the Project or as close thereto as
possible.

Section 7. Action Taken Without a Meeting. Any action which may be taken by the vote of Members at a regular or special meeting, except the election of the Board, may be taken in the absence of a meeting by written consent.


ARTICLE V
BOARD OF DIRECTORS

Section 1. Number. The affairs of the Association shall be managed by a Board of at least three (3) but no more than five (5) directors. Directors must be members of the Association.

Section 2. Election. Directors shall be elected at the annual meeting.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association


ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS.

Section 1. Nominations. Nomination for election to the Board may be a nominating committee appointed by the Board prior to the meeting. The nominating committee shall consist of a chairman, who shall be a member of the Board, and two or more Members. The nominating committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies to be filled. Nominations may also be made from the floor at the annual meeting.

Section 2. Elections. Election to the Board shall be by secret ballot. Election of directors shall be by cumulative voting in all elections in which more than two directors are to be elected. The persons receiving the largest number of votes shall be elected.

Section 3. Vacancies. Any vacancy of the Board caused by death, disability, resignation or increase in the number of directors may be filled by appointment by a majority of the remaining directors or by the sole remaining director.


ARTICLE VII
MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board shall be held at such intervals as the Board considers necessary and desirable, but not less often than once every year. Regular meetings shall be held at a location within the Project, or any other reasonable location in Davidson or Williamson County, Tennessee, and shall be held at such reasonable hour as may be fixed from time to time by the Board. Notice of the time and place of regular meeting shall be communicated to all directors not less than four (4) days prior to the meeting, provided, however, that notice of a meeting need not be given to any director who has signed a waiver of notice or consent to holding of the meeting.

Section 2. Special Meetings. Special meetings of the Board shall be held when called by written notice signed by the President of the Association or by any two (2) directors other than the President. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be sent to all directors not less than seventy-two (72) hours before the scheduled time of the meeting, provided however, that the notice need not be given to any director who has signed a waiver of notice or consent to holding the meeting.

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 presented at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 4. Open Meeting. Regular and special meetings of the Board shall be open to all Members of the Association; provided, however, that Members who are not directors may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of a quorum of the Board.

Section 5. Executive Sessions. The Board may, with the approval of a majority of a quorum of the Directors, adjourn a meeting and reconvene in closed executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.


ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board shall have power to:

(a) Adopt, publish and enforce Rules and Regulations governing the Project, the use and Enjoyment of the Open Space and any facilities thereon, and the personal conduct thereon of the Members, their guests, invitees, members of their families or households, and tenants, provided the Rules and Regulations shall be reasonable and must be consistent with the Declaration, the Articles and these Bylaws.

(b) After Notice and Opportunity for Hearing by the Board: (1) suspend an Owner’s rights as a Member of the Association, including his voting rights and right to use of any recreational facilities on the Open Space, for any period during which any fine against such Member or any assessments against such Member’s Lot remains unpaid; (2) impose monetary penalties as provided in the Declaration for any infraction of the Rules and Regulations or any violation of or failure to comply with the provisions of the Declaration or these Bylaws, provided the Member shall have been warned in writing of a previous infraction within the preceding one (1) year; and (3) suspend an Owner’s rights as a Member of the Association for a period not to exceed thirty (30) days for any infraction of the Rules and Regulations;

(c) Enforce and carry out provisions of the Declaration, these Bylaws and the Articles and exercise all rights of the Association and the Board set forth in the Declaration, these Bylaws and the Articles;
(d) Pay any taxes or assessments which are or could become a lien on the Open Space or
and portion thereof;

(e) Contract for casualty, liability and other insurance;

(f) Incur and pay expenses on behalf of the Association and contract for goods and services for the Open Space or any other real or personal property for which the Association is responsible or as to which the Association may have duties and obligations; provided, however, that: (i) no contract with a third person wherein the third person will furnish goods or services for the Open Space or an other real or personal property for which the Association is responsible to the Association shall exceed a term of one (1) year (except for a contract with a regulated public utility, in which case the contract shall be limited to the shortest term allowable by such public utility at the regulated rate, or prepaid casualty or liability insurance policies which shall not exceed three (3) years’ duration, provided the policy permits short rate cancellation by the insured); (ii) expenditures in the aggregate exceeding five (5%) percent of the budgeted gross expenses of the Association for any fiscal year of the Association shall not be incurred for capital improvements to the Open Space in any fiscal year; and (iii) any management agreement for the Project shall be terminable for cause upon thirty (30) days’ written notice and without cause upon ninety (90) days’ written notice, without payment of a termination fee. The restrictions contained in (i) and (ii) hereinabove shall not apply if the contract or expenditures are approved by the vote or written consent of the Voting Power residing in Members.

(g) Delegate to committees, officers, employees and other agents of the Association
reasonable powers to carry out the powers and duties of the Board; provided, however, that the Board shall not delegate the power to impose discipline against Members or to levy fines against Members.

(h) Prepare and distribute budgets and financial statements of the Association.

(i) Enter any Lot, at reasonable hours, after forty-eight (48) hours’ notice and with as little inconvenience to the Owners as possible, in connection with any work or thing required or permitted to be performed or done by the Association under these Bylaws, the Declaration or the Rules and Regulations. In the event of emergency threatening injury to persons or property, or reasonable cause to believe there is such an emergency, the right of entry shall be immediate and may be exercised without notice whether or not the Owner is present. The Association shall repair any damages caused by such entry;

(j) Employ a manager and such other employees as it deems necessary to carry out the powers and duties of the Association;

(k) Sell, transfer and convey the property of the Association, except that, any sale, transfer or conveyance of real property shall require the approval of Members, Mortgagees and HUD/VA, as set forth in the Declaration;
(l) Exercise all the powers set forth in the nonprofit corporations laws of the State of Tennessee, except those reserved to the Members by the provisions of these Bylaws, the Articles or the Declaration; and

(m) Compromise, settle, release and otherwise adjust claims, demands, causes of action and liability on behalf of the Association and Owners, as the case may be, provided any such claim, demand, cause or action or liability arises out of or relates to a condition or defect common to all or a majority of the Lots or improvements constructed thereon, or to the development, design, constructed, condition, repair or maintenance of or damage or injury to or defect in the Open Space or part thereof, and make and receive all payments or other consideration necessary therefore or in connection therewith. For such purposes, the Board shall be, and hereby is, irrevocably appointed attorney-in-fact to act on behalf of all Owners upon such terms and conditions and for such consideration as may be approved by a majority of the Board.

Section 2. Non-Liability. A director of the Board shall not be liable to the Members if he/she performs the duties of a director, including the duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared and presented by:

(a) One or more officers or employees of the Association, whom the director believes to be reliable and competent in the matters presented;

(b) Counsel, accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence; or

(c) A committee of the Board on which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry, when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 3. Duties. The Board shall:

(a) Cause to be kept a complete record of all its acts and corporate affairs and to present to the Members, and any Mortgagee making written requests therefore, the following:

(1) A pro forma operating statement (budget) for each fiscal year, which statement shall be distributed not less than forty-five (45) days and not more than sixty (60) days before the beginning of the fiscal year.

(2) The operating statement shall include a schedule of assessments received and receivable identified by Lot number and Owner’s name;

(3) An annual report, which annual report shall be distributed within one hundred twenty (120) days after the closing of the fiscal year, consisting of the following:

(A) A balance sheet as of end of the fiscal year;
(B) An operating (income) statement for the fiscal year; and
(C) A statement of changes in financial position for the fiscal year;

(b) Supervise the officers, agents and employees of the Association in the proper performance of their duties;

(c) As more fully provided in the Declaration and subject to any limitations contained therein:

(1) Fix the amount of the annual assessments against each Lot as least sixty (60) days in advance of each annual assessment period and, if necessary, revise such annual assessment;

(2) Send written notice of each assessment to every Owner in advance of each annual assessment period, provided that failure to comply with the provisions of this subparagraph shall not invalidate any assessment, lien or obligation to pay such assessment; and,

(3) Take appropriate action against any Owner who is delinquent in the payment of any assessment to the Association, which action may include, but is not limited to, commencement of an action against the Owner for payment thereof and/or foreclosure of the lien against the Lot of such Owner.

(d) Issue, or cause an appropriate officer to issue, upon demand by any person having a legitimate interest, a certificate setting forth whether or not any assessment has been paid, for which certificate a reasonable charge may be made by the Board;

(e) Procure and maintain liability, fire and extended coverage casualty insurance, as required by the Declaration, and such additional insurance and endorsements as the Board may deem desirable;

(f) Cause the Open Space and any other real and personal property for which the Association may be responsible or as to which the Association may have duties and obligations to be kept in a good state of maintenance and repair;

(g) Pay proper expenses of the Association; and

(h) Establish and maintain reserve funds for Open Space replacements and maintain in accordance with the initial budget of the Association or such budgets as may subsequently be adopted from time to time by the Board. Funds deposited in reserve for a particular purpose related to the Open Space shall be held for that purpose and shall not be expended for any other purpose without the vote or written consent of a majority of the Voting Power of the Association, except that if the Board determines that funds held in reserve for a particular purpose exceed an amount reasonably required as a prudent reserve for that purpose, then, without the vote or written consent of Members, the excess may be allocated to any other reserve fund established by the Board and expended for the purpose for which such other reserve fund has been established.


ARTICLE IX
OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association shall be a president, a vice-president, a secretary, and a treasurer, and such other officers as the Board may, from time to time, by resolution create.

Section 2. Election of Officers. The election of officers shall take place at each annual meeting of the Members.

Section 3. Term. The officers of the Association shall be elected annually and each shall hold office for one (1) year unless such person sooner resigns, or is removed, or is otherwise disqualified to serve.

Section 4. Special Appointments. The Board may appoint such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have authority and perform such duties as the Board may determine from time to time.

Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time by giving written notice to the Board, the president or secretary. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance or such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment of the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.

Section 7. Multiple Offices. No person shall simultaneously hold more than one of any of the offices, except in the case of special offices created pursuant to Section 4 of this Article IX; provided, however, that notwithstanding the foregoing, the offices of secretary and treasurer may be held by the same person.

Section 8. Duties. The duties of the officers shall be those usually vested in their respective offices, including the following:

(a) President: The President shall preside at all meetings of the Board and shall see that orders and resolutions of the Board are carried out;

(b) Vice President: The Vice President shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board;

(c) Secretary: The Secretary, or an Assistant Secretary elected and authorized by the Board, shall keep minutes of all meetings of the Board and of the Members and shall have custody and charge of the Association’s minute books, membership transfer books, and such other books, paper and documents as the Board may prescribe; and

(d) Treasurer: The Treasurer, or an Assistant Treasurer elected and authorized by the Board, shall be responsible for Association funds and secretaries and shall keep or supervise the keeping by persons designated by resolution of the Board of books or account of Association receipts and disbursements, and filing of corporation taxes.

Section 9. Checks and Drafts. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of or payable by the Association shall be signed or endorsed by such persons and in such manner as, from time to time, shall be determined by resolution of the Board.

Section 10. Execution of Contracts and Other Documents. The Board by resolution may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Association by any contract or agreement or to pledge its credit to render it liable for any purpose or for any amount.


ARTICLE X
BOOKS AND RECORDS

The membership register, books of account and minutes of meetings of the Members, Board and committees of the Board shall be made available for inspection and copying by any Member, any Member’s duly appointed representative and any Mortgagee during normal business hours for a legitimate purpose, at such place or places within the Project as the Board may prescribe. The Board shall establish reasonable rule with respect to notice to be given to the custodian of the records by the Member of Mortgagee desiring to make the inspection; hours and days of the week when such an inspection may be made; and payment of the cost of reproducing documents requested by a Member of Mortgagee. The Declaration, the Articles and these Bylaws shall be available for inspection by any Member and where copies may be obtained at reasonable cost. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association, including the right to make extracts and copies of documents.


ARTICLE XI
ASSESSMENTS

As more fully provided in the Declaration, each Member who owns a Lot is obligated to pay to the Association annual or quarterly assessments and any special assessments, which are secured by a lien upon the Lot against which the assessment is made. Any assessments which are not paid within thirty (30) days of the due date shall be delinquent. The Board may require that any delinquent assessment bear a late charge to cover administrative expenses incurred as a result of the late payment of the assessment. Late charges on delinquent assessments shall not exceed the rates set forth in the Declaration. The Association may bring an action at law against the Owner personally obligated to pay a delinquent assessment, or foreclosure the lien against his Lot and, after Notice and Opportunity for Hearing, the Association may suspend a delinquent Owner’s membership in the Association while the assessment remains unpaid. In any action to enforce payment of an assessment, the Association shall be entitled to recover interest, costs and reasonable attorneys’ fees. No Lot Owner may exempt themselves from payment or assessment by waiver of the use or enjoyment of all or any portion of the Open Space or abandonment of their Lot.


ARTICLE XII
AMENDMENTS AND INTERPRETATIONS OF DOCUMENTS

Section 1. Amendments. Any amendments of these Bylaws shall require the vote or written consent of sixty-seven percent (67%) of the Voting Power of the Association residing in Members; provided, however, that no such amendment shall change any provision hereof where such provision is contained in or governed by the Articles or the Declaration, unless the applicable provisions of the Articles and/or Declaration are likewise amended as therein required, and provided further that the percentage of the Voting Power of the Association and of Members necessary to amend a specific provision of these Bylaws shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that provision. Any amendment which establishes, governs, provides for or regulates the following: (i) voting; (ii) assessments, assessment liens or subordination of liens; (iii) reserves for maintenance, repair and replacement of the Open Space; (iv) insurance or fidelity bonds; (v) right to use of the Open Space; (vi) responsibility for maintenance and repair of the Project; (vii) expansion or contraction of the Project or the addition, annexation or withdrawal of property to or from the Project (except as specifically permitted in the Declaration); (viii) the boundaries of any Lot; (ix) interests in the Open Space; (x) leasing of ownership interests; (xi) imposition of any right of first refusal or similar restrictions on the right of an Owner to sell, transfer, or otherwise convey his Lot; (xii) any provisions which are for the express benefit of Mortgagees; or (xiii) any other material amendment shall require written consent of sixty-seven percent (67%) of the Mortgagees (based on one vote for each mortgage owned), and the vote or written consent of sixty-seven percent (67%) of the total Voting Power of the Association.

Section 2. Interpretation. In the case of any conflict between the Articles and these Bylaws, the Articles shall control. In the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. In the case of any conflict between the Articles and the Declaration, the Declaration shall control.

Originally established: 1999
Amended: November, 2005.