BY-LAWS
OF THE
BERKELEY LAKE HOMEOWNERS ASSOCIATION

ARTICLE I – PURPOSE

The purpose of the corporation is the ownership, improvements beautification, preservation and management of any lakes, facilities, and other improvements owned by the corporation or in which the corporation has any interest, for the benefit of the members thereof.

ARTICLE II – MEMBERSHIP

Section 1. Voting Membership. The persons entitled to voting membership shall consist of those vested with fee simple title to any single-family residential lot, fishing lot, or multiples thereof, in "Berkeley Lake Properties'' as subdivided and recorded in Plat Book F Page 256, Gwinnett County Georgia Records, together with the persons vested with fee simple title to other single-family residential lots within the city limits of the city of Berkeley Lake as may be developed in the future; provided, however, owners of lots in future subdivisions shall be entitled to membership only upon the affirmative vote of the majority of members at a meeting of the members called for such purpose. Approval of eligibility for membership for owners of lots in future developments shall not be on an individual basis but shall be approved or disapproved only by area. Notwithstanding any of the foregoing to the contrary, no owner, whether one or more persons, shall have more than one membership per lot. In the event of multiple owners of a lot, votes and rights of use and enjoyment shall be as provided herein. The rights and privileges of membership, including the right to hold an office in the association may be exercised by a member or a member's spouse, but in no event shall more than one vote be cast or one office held for each lot. When more than one person holds an interest in any lot, the vote for such a lot shall be exercised as those owners of the lot themselves determine. The voting weight appurtenant to each lot is equal and each lot shall have one vote.

Section 2. Non-voting members. Those persons who have not yet acquired a fee simple title to any residential lot as set forth in Section 1 but who own an ownership interest with respect to any such lot under a contract of sale shall be eligible for a non– voting membership. Those persons leasing a residence as set forth in Section 1 shall be eligible for a non-voting membership. Non-voting members shall have all the rights and privileges of voting members in the corporation and the use and enjoyment of its properties and facilities excepting only the right to vote.

Section 3. Mortgage holders. The persons, firms or corporations having an ownership interest in any lot in said subdivision solely by virtue of a security deed or other encumbrance, as distinguished from a warranty deed or contract of sale, are not eligible for membership,

Section 4. Requirements for Membership. Such of those persons hereinafter classified shall be entitled to membership in the corporation upon payment of such dues and assessments as may be assessed from time to time by the corporation as hereinafter provided.

Section 5. Termination of Membership. No member may transfer his membership, and upon the sale of any member's interest in property owned by him in the subdivision or non-payment of dues and assessments, his membership shall automatically terminate and such member will have no further interest in the corporation or shall be entitled to any of its assets. Any reinstatement of such membership may be by action and at the discretion of the Board of Directors.

ARTICLE III – MEETING OF MEMBERS

Section l . Annual Meeting. An annual meeting of the members shall be held on the first Friday after the first in the month of January each yearn within the city limits of the City of Berkeley Lake at such place and time as may be set from year to year by the Board of Directors for the purpose of electing Directors and officers and for such other business as may come before the kneeling, Only voting members in good standing may vote.

Section 2, Special Meetings. Special meetings of the members may be called by the president or the Board of Directors or not less than one-tenth of the members having voting rights, In each calendar quarter, there shall be at least one meeting of the members, beginning with the second quarter of the year 1973.

Section 3. Notice of meetings. Written notice stating the place, day and hour of any meeting of members shall be given each member entitled to vote not less than seven days before the date of such meeting. It shall be the duty of the Board of Directors to give such notices.

Sections 4. Quorum. The members holding 30% of the votes which may be cast at any meeting shall constitute a quorum at such meeting, If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 4. Proxy. Votes may be cast either in person or by written proxy,

ARTICLE IV – BOARD OF DIRECTORS

Section 1 . General Powers. The affairs of the corporation shall be managed by the Board of Directors who shall consist of officers and board members who shall be elected annually by the members, Members of the Board of Directors can serve no more than three consecutive one-year terms without rotating off for one year. However, a member could succeed himself for a fourth term provided the membership so agrees at the annual meeting. They shall hold office for one year and until their successors have been elected, provided they remain a member in good standing. The number of Directors shall be seven elected by the voting members, and the Board of Directors shall have the power and authority to exercise all powers granted Directors of a corporation under the laws of the state of Georgia, with the following limitations and restrictions:

1. The Board of Directors shall have no authority to obligate the corporation for any amount exceeding $2500 except with the affirmative vote of the membership.
2. The Board of Directors shall have no authority to approve or execute any mortgage or security deed, nor to authorize, approve or execute any warranty deed, lease or any other conveyance of any of the corporate property without a resolution adopted by the voting members approving such action at a meeting of the voting members held in accordance with these by-laws.
3. The Board of Directors shall have no authority to fix any dues or make any other charged or assessments against the members without a resolution adopted by the voting members approving such action at a meeting of the voting members held in accordance with these by-laws.

Section 2. Qualifications. Removal and Vacancies. Only members of the corporation may be directors, and any director may be removed by resolution adopted by the voting members at a meeting held in accordance with these by-laws. Any vacancy on the board of directors shall be filled by the Directors for the unexpired term.

Section 3. Meetings of Directors. An annual meeting of the Directors shall be held immediately following the annual meeting of members each year, and other regular meetings may be held as determined from time to time by the Board of Directors.

Section 4. Special Meetings, Special Meetings of the Board of Directors may be called by – or at the request of – the Chairman or any three Directors. The person or persons calling such meeting shall fix the time and the place and give notice to the Directors.

Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of directors; but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 6. Manner of Acting. The act of a majority of the Board of Directors present at it meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Compensation. Directors shall receive no salary or other compensation for serving as such.

ARTICLE V – OFFICERS

The officers of the corporation shall be a President, 1St Vice President, 2nd Vice President, Secretary, Treasurer and other officers as the membership may elect. The Officers shall have such duties as may be conferred upon them from time to time by the Board of Directors, they shall be elected annually at the annual meeting of the members, and shall hold office until the next annual meeting of the members or until a successor has been duly elected and shall have qualified. Any officer may he removed by the action of the membership and any vacancy in office may be filled by the Board of Directors and the Officers for the unexpired term of such office.

ARTICLE VI – COMMITTEES

The Board of Directors shall have authority to appoint such committees as it may deem advisable and to fix the powers of such committees.

ARTICLE V1I – INDEMNITY

The corporation shall indemnify any officer, directors, employee or agent against any claims or loss by reason of his being an officer, Director, employee or agent of the corporation as provided in Chapter 22-717 of the code of Georgia and subject to the limitations contained therein. The Directors are authorized to purchase and maintain liability insurance to insure against such claims as provided in said Code Section.

ARTICLE VIII – BOOKS, RECORDS, FUNDS

The board of Directors shall keep correct and complete books and records of accounts and minutes of its proceedings and the same may be inspected by any member, his agent or attorney, for any proper purpose at any reasonable time. All funds of the corporation shall be deposited from time to time in such banks as the Board of Directors may choose, and withdrawals may be made by such persons as the Board of Directors may from time to time determine.

ARTICLE IX – FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE X – DUES AND ASSESSMENTS

Section l . Annual Dues. Voting members may at their discretion determine from time to time that, in the interest of the corporation, members should be required to pay annual dues. These annual dues shall be imposed and collected only for the purpose of providing funds to maintain, preserve, improve and repair the property of the corporation and for the benefit of the members.

Section 2. Special .Assessments, The voting members may in their sole discretion determine that it is necessary to assess the members of the corporation for the purpose of providing funds to preserve and maintain the property of the corporation for the benefit of the members or to purchase and construct additional facilities.

Section 3. Payment of Dues and Assessments. Dues and assessments shall be payable in accordance with the resolution of the voting members imposing the same.

Dues and assessments shall be based on a per member basis and the dues and assessments of any member shall be the same as any other member, regardless of the number of lots owned by each.

ARTICLE XI – CORPORATE SEAL

The corporate seal shall be in the following form: (see files for corporate seal)

ARTICLE XII – USE OF FACILITIES BY MEMBERS

Section 1. Members and Their Families. All members of the corporation, whither voting or non-voting, shall have full and equal rights to the use of all corporate property and facilities. The rights of membership, with respect to the use of corporate property and facilities shall extend to the immediate families of members.

Section 2. Guests. Guests of members may use the corporate properly and facilities provided such guests are accompanied by a member or a member of his family.

Section 3. Rules. The rules and regulations for the uses of corporate property and facilities shall be as determined from time to time by the Board of Directors. The Board of Directors shall have the authority to suspend a member's use of corporate properly and facilities for violation of the rules and regulations. Any member subject to suspension shall be entitled to a hearing before the Board of Directors before such suspension becomes effective.

Section 4. Special Uses. The Board of Directors, with the approval of the membership at a meeting duly held, shall have the power to lease and/or permit the use of particular portions of the corporate properly and facilities to organizations, formed by any portion of the members, for recreational or civic purposes.

ARTICLE XIII – AMENDMENT TO BY-LAWS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority vote of the entire voting membership at any regular meeting or at any special meeting for which due notice was given and the proposed amendment was included in the notice.

By-laws amended April 4, 1986

By-laws amended September 16, 1989

By-laws amended April 17, 1991

Amendments dated April 4, 1986

At the April 1986 Annual Spring Meeting, the membership voted to change the By-laws

• Article III Meetings of the Members; Section 1. Annual Meeting. "An annual meeting of the members shall be held on the first Friday in January after January 1st of each year, within the city limits of The City of Berkeley Lake at such place and time as may be set from year to year by the Board of Directors for the purpose of electing Directors and Officers and for such other business as may come before the meeting. Only voting members in good standing may vote."

Rationale to change the date (previously it was the 1st Friday in April): so as to generate revenues earlier in the year to smooth out cash flow and to give the board a chance to "get plans organized before spring and summer activities get underway.''

• Article IV Board of Directors, Section 1, General Powers, "Members can serve no more than three consecutive one-year terms without rotating off for one year. However, a member could succeed himself for a fourth term, provided the membership so agrees at the annual meeting."
• Article IV Board of Directors; Section l . General Powers. "The Board of Directors shall have no authority to obligate the Corporation for any amount exceeding $2500 except with the affirmative vote of the membership."
• Article V Officers, Paragraph 1. "The position of Vice President be changed to 1st Vice President and that a new position be established and called 2nd Vice President."

In 1986 it was also voted to make the Business Year the Calendar Year (this conforms with the Chapel Association Business Year and other organizations business years).

Amendments dated September 16, 1989

• Article 11, Section 1 was changed – to read: "...as subdivided and recorded in Plat Book F. Page 256..."

This corrects the plat book and page number that were picked up in error in the original by-laws, making the recorded plat match the existing verbal description in the by-laws.

• Article IV, Section 1 was changed to read: "The affairs of the corporation shall be managed by the Board of Directors, who shall consist of officers and board members, who shall be elected annually by the members."

The added phrase (in bold) clarifies the position of the officers, making them directors and thereby voting members of the board whose presence will be noted in the constitution of a quorum. Prior to passage of the amendment, eight of the twelve (board members and officers) could be present at a meeting without constituting a quorum.

Amendments dated April 27. 1991

• Addition to Article I, Section 1: "Notwithstanding any of the foregoing to the contrary, no owner, whether one or more persons, shall have more the one membership per lot. In the event of multiple owners of a lot, votes and rights of use and enjoyment shall be as provided herein. The rights and privileges of membership, including the right to hold an office in the Association may be exercised by a member or a member's spouse, but in no event shall more than one vote be cast or one office held for each lot. When more than one person holds an interest in any lot, the vote for such a lot shall be exercised as those owners of the lot themselves determine. The voting weight appurtenant to each lot is equal and each lot shall have one vote."

The interpretation of Article I, Section 1 had been questioned several times prior to the amendment. In situations where more that one name appeared on the title, the owners could have potentially been granted more than one vote or membership, or held more than one office concurrently. The added sentence clarifies the right of voting membership as one vote or membership per lot, and is the accepted, legally supportable interpretation used in many Homeowners' associations and similar organizations by-laws.

• Addition to Article I, Section 2: "Those persons leasing a residence as set forth in section I shall be eligible for a non-voting membership."

It had been accepted practice that residents who rent from an owner who is eligible for membership may be accepted as non-voting members of the association. The sentence was added to the By-laws to formalize that accepted practice.

This copy of the by-laws is provided for reference only. If a discrepancy exists between this copy and the actual by-laws the actual by-laws will govern. This copy may be corrected or removed without notice.