ARTICLE VI: MISCELLANEOUS
6.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise determined by resolution of the Board.
6.2 Parliamentary Rules. Roberts Rules of Order (current edition) shall govern the conduct of all Corporation proceedings, when not in conflict with Georgia law, the Articles of Incorporation of the Corporation, or these Bylaws.
6.3 Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law, the Articles of Incorporation of the Corporation, and these Bylaws, the provisions of Georgia law, the Bylaws and the Articles of Incorporation (in that order) shall prevail.
6.4 Amendment. These Bylaws may be amended by the Board of Directors with the affirmative vote of at least two-thirds (2/3) of the Members voting and present in such an election including absentee ballots and proxies.
6.5 Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered by personal delivery; by United States mail, first class postage prepaid; or by electronic transmission:
(a) Use of Electronic Signatures. Whenever the Declaration or these Bylaws authorize an electronic communication, the Board of Directors may accept an electronic signature as valid if:
(c) Non-technology Alternatives. If any Owner, Occupant or third party does not have the capability or desire to conduct business using electronic or other technological means, the Corporation shall make reasonable accommodation, at its expense, for such person to conduct business with the Corporation without use of such electronic or other means until such means has become generally (if not universally) accepted in similar projects in the area.
6.7 Indemnification. The Corporation shall indemnify every officer, director, and committee member against any and all expenses, including attorney's fees reasonably incurred by or imposed upon such person in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer, director, or committee member, whether or not such person holds such position at the time such expenses are incurred. The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, or for injury or damage caused by any such person in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The officers and directors shall have not personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Corporation (except to the extent that such officers or directors may also be Members of the Corporation), and the liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any current or former officer, director, or committee member may be entitled.
6.8 Books and Records. The Corporation shall keep correct and complete books and records of the Corporation and its accounts and shall keep minutes of all proceedings of the Board of Directors, the Standing Committees and the Executive Committee. The books and records of the Corporation shall be available for inspection by Members during normal business hours at the office of the Corporation or other place designated reasonably by the Board of Directors as the depository of such items. Copies of the Articles of Incorporation, the By-Laws and all amendments thereto, shall be furnished to any Member upon request and upon payment of a reasonable charge therefore.
6.9 Conflict of Interest. No member of the Board of Directors may engage in a conflicting interest transaction with respect to the Corporation during his or her term as a director and officer unless: (a) the transaction was approved by a majority of the Board of Directors after required disclosure; (b) the transaction was approved by a majority of the Members of the Association after required disclosure; (c) the action was approved by the superior court in an action to which the Attorney General was a party; or (d) the transaction, judged in the circumstances at the time of commitment, is established to have been fair to the Corporation, as provided in the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101, et seq„ A director shall promptly disclose to the Board any actual or potential conflict of interest affecting the director relative to his or her performance as a director.
6.10 Standard of Conduct. Members shall conduct themselves at all meetings of the Corporation in an ethical, professional, civil and reasonable manner.
6.2 Parliamentary Rules. Roberts Rules of Order (current edition) shall govern the conduct of all Corporation proceedings, when not in conflict with Georgia law, the Articles of Incorporation of the Corporation, or these Bylaws.
6.3 Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law, the Articles of Incorporation of the Corporation, and these Bylaws, the provisions of Georgia law, the Bylaws and the Articles of Incorporation (in that order) shall prevail.
6.4 Amendment. These Bylaws may be amended by the Board of Directors with the affirmative vote of at least two-thirds (2/3) of the Members voting and present in such an election including absentee ballots and proxies.
6.5 Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered by personal delivery; by United States mail, first class postage prepaid; or by electronic transmission:
- If to an Owner at the address of the Lot of such Owner; or if by electronic transmission by a form of electronic transmission consented to by the Owner and otherwise in accordance with the Nonprofit Code;
- If to an Occupant, at the address of the Lot occupied; or if by electronic transmission by a form of electronic transmission consented to by the Occupant and otherwise in accordance with the Nonprofit Code: or
- If to the Corporation, the managing agent or the Board of Directors, at the principal office of the Corporation or the managing agent, if any, or at such other mailing address as shall be designated in writing by the Board of Directors; or if by electronic transmission by a form of electronic transmission consented by the Board of Directors as provided in a resolution of the Board of Directors and otherwise in accordance with the Nonprofit Code.
(a) Use of Electronic Signatures. Whenever the Declaration or these Bylaws authorize an electronic communication, the Board of Directors may accept an electronic signature as valid if:
- the signature is easily capable of verification, under the sole control of the signatory, and attached to the electronic document in such a way that the document cannot be modified without invalidating the signature; or
- the Board of Directors reasonably believes that the signatory affixed the signature with the intent to sign the electronic document, and that the electronic document has not been modified since the signature was affixed.
(c) Non-technology Alternatives. If any Owner, Occupant or third party does not have the capability or desire to conduct business using electronic or other technological means, the Corporation shall make reasonable accommodation, at its expense, for such person to conduct business with the Corporation without use of such electronic or other means until such means has become generally (if not universally) accepted in similar projects in the area.
6.7 Indemnification. The Corporation shall indemnify every officer, director, and committee member against any and all expenses, including attorney's fees reasonably incurred by or imposed upon such person in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer, director, or committee member, whether or not such person holds such position at the time such expenses are incurred. The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, or for injury or damage caused by any such person in the performance of his or her duties, except for his or her own individual willful misfeasance or malfeasance. The officers and directors shall have not personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Corporation (except to the extent that such officers or directors may also be Members of the Corporation), and the liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any current or former officer, director, or committee member may be entitled.
6.8 Books and Records. The Corporation shall keep correct and complete books and records of the Corporation and its accounts and shall keep minutes of all proceedings of the Board of Directors, the Standing Committees and the Executive Committee. The books and records of the Corporation shall be available for inspection by Members during normal business hours at the office of the Corporation or other place designated reasonably by the Board of Directors as the depository of such items. Copies of the Articles of Incorporation, the By-Laws and all amendments thereto, shall be furnished to any Member upon request and upon payment of a reasonable charge therefore.
6.9 Conflict of Interest. No member of the Board of Directors may engage in a conflicting interest transaction with respect to the Corporation during his or her term as a director and officer unless: (a) the transaction was approved by a majority of the Board of Directors after required disclosure; (b) the transaction was approved by a majority of the Members of the Association after required disclosure; (c) the action was approved by the superior court in an action to which the Attorney General was a party; or (d) the transaction, judged in the circumstances at the time of commitment, is established to have been fair to the Corporation, as provided in the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101, et seq„ A director shall promptly disclose to the Board any actual or potential conflict of interest affecting the director relative to his or her performance as a director.
6.10 Standard of Conduct. Members shall conduct themselves at all meetings of the Corporation in an ethical, professional, civil and reasonable manner.