Woodington Homeowners Association, Inc

BY-LAWS OF WOODINGTON HOMEOWNERS ASSOCIATION, INC.

Revision 2 15 June 2005 - Articles 1 thru 20

ARTICLE 1 - NAME AND LOCATION

The name of the Corporation shall be called “Woodington Homeowners Association, Inc. ”, hereinafter referred to as the “Association". The principal office of the Corporation shall be located at the home of the current Secretary of the Association, but meetings of Members and directors may be held at such places within the State of South Carolina as may be designated by the Board of Directors.


ARTICLE II - PURPOSE

This Association does not contemplate pecuniary gain or profit to the Members thereof, and the purpose of the Association, as provided in the Certificate of Incorporation, is as follows:
"The purpose of the said proposed Corporation is to provide for an association for the betterment of the property and homeowners of Woodington Subdivision, Greenville County, South Carolina.”


ARTICLE III - DEFINITIONS

Section 1: "Association" shall mean and refer to Woodington Homeowners Association, Inc., a non-profit corporation organized and existing under the laws of the State of South Carolina.
Section 2: "Member" shall mean and refer to those persons owning lots or homes in Woodington Subdivision, or their designated representative, providing they pay the initial annual dues of $80, and future dues to be established annually by the Board of Directors as well as any special assessments that may be levied.
Section 3: "Vote” shall mean there will be one (1) vote per residence.


ARTICLE IV - MEETINGS OF MEMBERS

Section 1 - ANNUAL MEETINGS: The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular Annual Meeting of the Members shall be at a time, date, and place as designated in advance by
the Board.
Section 2 - 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 one-fourth (1/4)
of the Members.
Section 3 - NOTICE OF MEETINGS: A sign posted at neighborhood entrance shall be sufficient notice for each meeting of Association Members, to those who normally reside in the neighborhood. Meeting notice shall be given by, or at the direction of the Secretary, or person authorized to call the meeting, at least twenty-one(21) days before such meeting to each Member entitled to vote thereat. For any Member who does not normally reside in the neighborhood, or for any Member who may so petition the Secretary, written notice shall be delivered by US Mail, postage prepaid, 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. Meeting notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

ARTICLE IV - MEETINGS OF MEMBERS ( continued)

Section 4 - QUORUM: The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one quarter (1/4) of the votes of membership shall constitute a quorum for any action except as otherwise provided in the “Covenants” (Reference 1) or these By-Laws. 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 as aforesaid shall be present or be represented.
Section 5 - 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. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his residence.


ARTICLE V - BOARD OF DIRECTORS, SELECTION, AND TERM OF OFFICE

Section 1 - NUMBER: The association shall be governed by a Board of Directors, five (5) in number, each of whom shall serve until his or her successor is elected and shall qualify as provided in these By-Laws. No more than one (1) representative of any single distinct membership may serve as a director of the Association at one time.
Section 2 - SELECTION AND TERM OF OFFICE: Annually, a Nominating Committee, composed of at least five (5) Members shall be established by the current Board of Directors to present an election slate for members of the Board of Directors. In addition, nominations will be accepted from the floor. The membership shall initially elect five (5) directors from the membership for the term of one (1) year. Each Board Member must be elected every year. When a Board Member has served for two consecutive terms, that person will not be permitted to seek a third consecutive term, unless the Nominating Committee has been unable to find another eligible Association Member who is willing to serve on the Board. Only when this is true, may the current Board by simple majority vote waive the two consecutive term limit. Any waiver is valid for only one year. After a Member has been off the Board of Directors for at least one term, that Member can seek re-election to the Board of Directors with the same rights of any other Member.
Section 3 - REMOVAL: Any director may be removed from the Board, with or without just cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board 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 the Association. 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 which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE VI - NOMINATION AND ELECTION OF DIRECTORS

Section 1 - NOMINATION: Nomination for election to 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 four Members of the Association. 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. Such nominations must be made from among the Members.
Section 2 - ELECTION: Election to the Board of Directors shall be by secret written ballot. At such election, the Members or their proxies may cast one vote for each vacancy on the Board. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted.


ARTICLE VII - MEETINGS OF DIRECTORS

Section 1 - REGULAR MEETINGS: Meetings of the Board of Directors shall be held on call of the President, minimum quarterly.
Section 2 - SPECIAL MEETINGS: Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) directors, after not less than three (3) days notice to each director.
Section 3 - QUORUM: A majority of the number of directors shall constitute a quorum for the transaction of business. Every act of 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.


ARTICLE VIII - POWERS AND DUTIES OF BOARD OF DIRECTORS

Section 1 - POWERS: The board of Directors shall have power to:
a. Exercise for the Association all powers, duties, and authority vested in or delegated to this
association and not reserved to the membership by other provisions of these By-Laws, or
the “Covenants" (Reference 1).
b. Declare the office of a member of the Board of Directors to be vacant in the event such member shall
be absent from three (3) consecutive regular meetings of the Board of Directors.
c. Nothing in these By-Laws shall be construed to permit the Board of Directors to borrow or pledge
the credit of the Association or sell or transfer all or part of the assets of the Association without the
specific approval of a majority of the Members attending and voting at a duly held meeting.

ARTICLE VIII - POWERS AND DUTIES OF BOARD OF DIRECTORS ( continued )

Section 2 - DUTIES: It shall be the duty of the Board of Directors to:
a. Cause to be kept a complete record of all its acts and corporate affairs, and to present a
statement thereof to the Members at the annual meeting of the Members, or at any special
meeting when such statement is requested in writing by one-fourth (1/4) of the Members who
are entitled to vote.
b. Transact all Association business and make and amend rules and regulations for the use of the
Association property.
c. Supervise all officers, agents, and employees of the Association, and to see that their duties
are properly performed.
d. Fix, impose and remit penalties for violations of these By-Laws and rules of the Association.
e. Elect from the Board of Directors a President, Vice President, Secretary, and Treasurer.
f. Fill any vacancy in the membership of the Board of Directors to serve until the next annual
meeting of active Members at which time a permanent director will be elected by a simple
majority vote of the membership.
g. The Board of Directors shall elect one or more financial institutions to act as depositories of the funds of the Association and shall determine the manner of receiving, depositing, and
distributing the funds of the Association and the form of checks to be used.


ARTICLE IX - OFFICERS AND THEIR DUTIES

Section 1 - ENUMERATION OF OFFICES: The officers of the Association shall be a President, Vice President, Secretary, Treasurer, and Maintenance Director, all of whom shall at all times be members of the Board of Directors. In addition, the Association may have such other officers as the Board may from time to time by resolution create; similarly, the Board may combine one or more offices, for example those of Secretary and Treasurer.
Section 2 - ELECTION OF OFFICERS: The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section 3 - TERM: The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4 - SPECIAL APPOINTMENTS: The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
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 giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6 - VACANCIES: A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

ARTICLE IX - OFFICERS AND THEIR DUTIES ( continued )

Section 7 - MULTIPLE OFFICES: The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8 - DUTIES: The duties of the officers are as follows:
a. PRESIDENT: The President shall preside at all meetings of the Board of Directors; shall
see that orders and resolutions of the Board are carried out; shall sign all written instruments
and shall co-sign all checks and promissory notes.
b. VICE PRESIDENT: The Vice President shall act in the place and stead of the President in
the event of the President's absence, inability or refusal to act, and shall exercise and discharge
such other duties as may be required by the Board.
c. SECRETARY: The Secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the Members; keep the corporate seal, if any, of the
Association and affix it on all papers requiring said seal; serve notice of meetings of the
Board and of the Members; keep appropriate current records showing the Members of the
Association together with their addresses, and shall perform such other duties as required by
the Board
d. TREASURER: The Treasurer shall receive and deposit in appropriate bank accounts all
moneys of the Association and shall disburse such funds as directed by resolution of the
Board of Directors; shall co-sign all checks and promissory notes of the Association; keep
proper books of account, and shall prepare an annual budget as necessary, and a statement of
income and expenditures to be presented to the membership at its regular annual meeting.


ARTICLE X - EXPENDITURE OF FUNDS

Section 1: The President and Treasurer are empowered to co-sign checks, drafts, or other instruments of payment of money drawn in the name of the Association.
Section 2: The President or Vice President, in the President's absence, is authorized to approve non-budgeted expenditures up to One Hundred Dollars ($100. 00) for any individual project.
Section 3: The Board of Directors, by a majority vote, must approve non-budgeted expenditures up to
One Thousand Five Hundred Dollars ($1500.00) for any individual project.
Section 4: The non-budgeted expenditure of corporate funds in excess of One Thousand Five Hundred Dollars ($1500. 00) for any individual project must be approved by a majority vote of the membership at a duly held meeting at which a quorum is present.

ARTICLE XI - MEMBERS

Section 1: An active membership is one in which the holder thereof has purchased a residence in Woodington Subdivision and is current in all dues, including annual and special assessments.
Section 2: Every person who is a record owner of a fee or undivided fee interest in any lot which is subject to the Declaration of Covenants, Conditions and Restrictions for Woodington Subdivision (Reference 1), said covenants recorded in Book 1373 at Page 912 in the Office of the RMC for Greenville County, State of South Carolina. When more than one person holds interest in any lot, all such persons shall be Members.
Section 3: The vote for such lot shall be exercised as the owners determine, but in no event shall more than one vote be cast with respect to any lot, and further, no fractional vote shall be cast with respect to any lot.
Section 4: Any Member aggrieved by any disciplinary action by the Board of Directors may appeal to the membership at a special meeting called for such purpose upon a minimum of ten (10) days notice to the Members and at such meeting, a majority of the Members present in person shall be controlling.
Section 5: In voting for Directors, each lot may cast one (1) vote for each vacant seat to be filled without accumulation. Each lot may cast one (1) vote only upon each issue.


ARTICLE XII - DUES AND ASSESSMENTS

Section 1: The annual dues and the budget shall be presented to the membership at its annual meeting. Dues must be paid in full each year before a date which the Board shall specify.
Section 2: The annual dues assessment shall be based upon the residence only, but in the event of non-payment, shall become a lien upon all lots or portions of lots used by an owner in connection with his residence together with fees and costs.
Section 3: Non-payment of dues as specified shall bar a Member and his family from voting privileges. Before reinstating a Member who has been suspended for non-payment of dues, the Board of Directors will charge a late fee of 5% of required yearly dues amount when dues are overdue. Additional 5% late fees will be added for every month overdue, when dues are not paid, for each month overdue. Maximum penalty for non-paid dues shall not exceed 25% of yearly dues, in one given year.
Section 4: Special assessments may be authorized by the Board of Directors and collected as contributions for the specific projects of the Association which were approved by a quorum of the membership of the Association at a duly held meeting. Such special assessments will be maintained in a separate fund from the annual dues.


ARTICLE XIII - SUSPENSION OR REVOCATION OF MEMBERSHIP

Any person against whom an action is taken under this Article shall be given at least ten (10) days advance notice of the proposed action and shall be provided an opportunity to be heard at a meeting of the Board.

ARTICLE XIV - COMMITTEES

The Board of Directors shall appoint those committees as deemed appropriate in carrying out its
purpose. Each year, committees shall be appointed for one year. In a year where the Board does not appoint an “Architectural Review Committee", or does not appoint other committees whose services may be required, all Directors of the Board shall be recognized as serving on these committees. (Reference to an "Architectural Review Committee" may be noted as comimg from the “Covenants”, Reference 1.)


ARTICLE XV - BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The “Covenants” (Reference 1) and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at a reasonable cost.


ARTICLE XVI - CORPORATE SEAL

The Association may have a seal, having within its circumference the words:
“Woodington Homeowners Association, Inc. ”


ARTICLE XVII - AMENDMENTS AND VOTING

Section 1: These By-Laws may be amended at a regular or special meeting of the Members, by a vote of 75% of Members of the Association, either in person or by proxy. Additionally, these By-Laws may be amended per the result of vote by ballot; see Section 3.
Section 2: In the case of any conflict between the “Covenants” (Reference 1) and these By-Laws, the “Covenants” shall control.
Section 3: Any and all issues may be resolved per the simple majority result of vote by ballot by all Association Members. The Board Secretary shall deliver a ballot to every Member, with a specified return date determined by the Board. The return date shall be no earlier than twenty-one(21) days from date of delivery. The voting period shall include at least three Saturdays, and three Sundays, where end of the voting period shall be neither Saturday nor Sunday. Ballots of Members not returned by the specified return date shall be voted by the Board. The Board’s vote for non-returned ballots shall be clearly specified on ballots at the time they are delivered to Members.


ARTICLE XVIII - DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than 75% of the Members. Disposition of assets will be recommended by the Board and must be approved in writing and signed by a majority of the Members.

ARTICLE XIX - MISCELLANEOUS

Section 1: The fiscal year of the Association shall begin on the first day of January, and end of the last day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
Section 2: Consistent with the "Covenants" Article VI,(1) (Reference 1), the Board shall approve one
"For Sale" sign offering a property for sale to be posted on Association property at the entry to Woodington from Tanner Road. No other "personal signs" are allowed on Association property, except as may be approved by the Board. The Board shall retain the right to remove any sign posted on Association property that is not related to business of, nor in the interest of, all members of the Association.


ARTICLE XX - INDEMNIFICATION

Section 1 - INDEMNIFICATION OF DIRECTORS AND OFFICERS:
a. ELIGIBLE PERSONS: Under the conditions listed in this section, the Association must
indemnify certain persons and hold them harmless who are parties to an "eligible proceeding" or are threatened to be parties. The persons eligible for indemnification are:
1. Directors, officers, employees, or agents of the Association; and
2. People requested by the Association to serve as directors, officers, employees, or agents of another Association, partnership, joint venture, trust or other enterprise.
A person is not eligible, however, unless the person is a party to the proceeding because the
person had a relationship to the Association described in this paragraph.
b. ELIGIBLE PROCEEDINGS: Eligible persons may be indemnified in any civil, criminal,
administrative or investigative proceeding that is threatened, pending, or completed; but the
indemnification rules are not the same if the Association is not a party to the proceeding.
c. WHEN THE ASSOCIATION IS NOT A PARTY: Indemnification is available only if the eligible person acted in a manner that person reasonably believed to be in the best interests of the Association. If it is a criminal prosecution, the eligible person must have no reasonable
cause to believe that the conduct was unlawful. A judgment, order, settlement, conviction, or
plea of nolo contendere (or the equivalent of any of those) will not alone create a presumption that
the person seeking indemnification acted unlawfully or against the Association's best interests.
d. WHEN THE ASSOCIATION IS A PARTY: Indemnification is available only if the eligible person
acted in a manner that the person reasonable believed to be in the best interests of the Association.
There may be no indemnification if the eligible person is adjudged negligent or liable for misconduct
in performing duties to the Association. If a court determines that the person is entitled to indemnity
for certain expenses, however, the Association must indemnify that person to the extent the
court required.
e. WHEN THE ELIGIBLE PERSON IS SUCCESSFUL: If a suit is brought as an eligible proceeding
and the eligible person successfully defends the claim on the merits, the eligible person must be
indemnified against expenses (including reasonable attorney's fees) actually and reasonably incurred in
connection with the defense.
f. WHEN THE PERSON IS NOT SUCCESSFUL: Unless indemnification is ordered by a court,
indemnification may be paid only if the eligible person has met the standards of conduct set forth in
this section. If these standards of conduct are met, indemnification must include reasonable defense
expenses actually incurred, judgments or finds. A finding of proper conduct may be made:
1. By the Board of majority vote of a quorum consisting of the directors who are not parties to that proceeding;
2. With or without such quorum, if directed by a quorum of disinterested directors, by the Association's independent legal counsel in a written opinion; or
3. By the affirmative vote of a majority of the shares entitled to vote on this issue.

ARTICLE XX - INDEMNIFICATION ( continued )

Section 1 - INDEMNIFICATION OF DIRECTORS AND OFFICERS:

PREPAID DEFENSE EXPENSES: The Association may pay an eligible person's expenses in defending an eligible proceeding before the final disposition of that proceeding if the Board authorized the early payment. However, early payment may not be made unless the eligible person agrees to repay any amounts advanced if it is found that the person is not entitled to be indemnified by the Association.

OTHER PROVISIONS AND RESOLUTIONS: Other provisions of these By-Laws or a resolution approved by the affirmative vote of the holders of the majority of the shares entitled to vote on this issue may specify their rights of indemnification. If indemnification is approved at a shareholders' meeting, the notice of that meeting must state that the issue of indemnification will be discussed. The notice must also state whether indemnification will continue for a person who has ceased to be a director, officer, employee or agent and that it will inure to the benefit of the heirs, executors, and administrators of that person.

INSURANCE: Even if the Association would not have the power to indemnify a director, officer, employee or agent, the Association may purchase insurance on behalf of a person for liability asserted against that person while acting in an official capacity connected with the
Association or a related partnership, joint venture, trust or other enterprise.

SPECIAL NOTICE: In some circumstances, notice must be given to shareholders if a person is indemnified. The notice does not apply if amounts are paid under a court order or by an insurance carrier for insurance maintained by the Association. The notice must be sent by first-class mail to each shareholder of record who at that time was entitled to vote for the election of directors. The notice must be sent no later than the next annual meeting of the shareholders, unless that meeting is held within three (3) months from the date of the indemnification payment; in any event, the notice must be sent within fifteen (15) months from the date of the indemnification payment. The notice must list the persons paid, the amounts paid, the nature and statute at the time of the payment of the litigation or threatened litigation.

Section 2 - REIMBURSEMENT: The Association may deduct from its income for income tax purposes, payments to employees in the form of salaries, commissions, bonuses, reimbursements, or deductible employee benefits. If the Internal Revenue Service or the appropriate state taxing authority disallows one of these deductions, the benefited employee must reimburse the Association to the full extent of the disallowance when the disallowance becomes final. The disallowance becomes final when the Association agrees to the disallowance or when it is made final by the Internal Revenue Service, the appropriate taxing authority, or by final judgment of a court of competent jurisdiction when no appeal is taken or any longer available. The Association must give reasonable notice to any employee of an attempt to disallow the

ARTICLE XX - INDEMNIFICATION ( continued )

Section 2 - REIMBURSEMENT:

deduction so that employee may protect his or her interests. However, a good-faith settlement by the association of the amount to be disallowed binds the employee, unless the employee requests in writing that additional measures be pursued, agrees to pay the additional costs of those measures (including reasonable attorney's fees), and furnishes security to the Association satisfactory in the opinion of the Board to cover those additional costs and also any potential liability for disallowance. It is the duty of the Board to enforce the repayment. To secure repayment, the Board may withhold payments to the employee until the amount owed is recovered. If the employee sells shares of the Association to the Association at the time when the issue is unresolved or the amount due the Association has not been paid, the price otherwise payable for those shares may be reduced by a reserve to cover that contingency or obligation. The reserve must be
paid to the employee or the employee's estate or heirs or it will be retained by the Association when the issue is settled.

IN WITNESS WHEREOF, we, being all of the Directors of Woodington Homeowners Association, Inc., have hereunto set our hands this 15th day of June, 2005.


________________________________________ Denis Esteve, President


________________________________________ Mary Ellen Craft, Vice-President


________________________________________ Dana Tucker, Treasurer


________________________________________ Raymond Wedlake, Secretary


________________________________________ Paul Thompson, Maintenance


Reference 1: State of South Carolina, County of Greenville, “Declaration of Covenants, Conditions and Restrictions for Woodington Subdivision”, as shown on survey entitled Woodington dated April 4, 1989, and recorded in the P. M. Office for Greenville County, South Carolina, in Plat Book 17-E, at Page 56

Previous paper copies of Reference 1 showed: “Book 1373 Page 912” through “Book 1373 Page 922”. Page 912 also showed: “9-22 2560”.

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