BYLAWS OF
BROOKLEIGH HOMEOWNERS
ASSOCIATION
ARTICLE I
NAME
The name of the corporation shall be Brookleigh Homeowners Association
ARTICLE II
PURPOSES
Section 1: The Brookleigh Homeowners Association (Hereinafter referred to as the “Association”), is established for the benefit of the residents of Brookleigh Subdivisions, Hinds County, Mississippi. The purposes of the Association are to promote personal contact, commingling and fellowship among the members, their families and guests through pleasure and recreation and all other nonprofitable purposes which benefit the residents of Brookleigh Subdivision.
Section 2: No part of the income or assets of this Association shall inure to the benefit of any private individual or member.
Section 3: The Association shall issue no capital stock, its object and purpose being solely of a benevolent nature, and not for pecuniary gain or profit to its members.
ARTICLE III
OFFICES
Section 1: Principal office. The principal office of the Association shall be at such place as the directors from time to time may select.
Section 2: Other offices. In addition to the principal office, the Association may have such other offices as may be helpful or convenient to the Association’s operations.
ARTICLE IV
MEMBERSHIP
Section 1: General. Any adult resident property owner and/or spouse of the Brookleigh Subdivision are automatically adopted as a member of the association upon purchasing and residing in a home within the Brookleigh Subdivision(s). This section applies prospectively from the date of the approval of these bylaws to all residents and homeowner within the Brookleigh Subdivision(s).
Section 2: Term. Membership shall be for an indefinite term or until a member is removed for non-payment of dues or transferring title to his/her residential property in Brookleigh Subdivision.
Section 3: Suspension and Termination of Membership.
Any member may be removed for cause from membership upon recommendation of the Board of Directors, by a majority vote of the members at any special or annual meeting.
Section 4: Dues. Each household (defined as the persons residing together in a single-family residence owned by one or more of them) in Brookleigh Subdivision, which has one or more members of the Association, must pay annual dues as established by the Board of Directors. Annual dues shall be payable to the treasurer of the Association on or before March 1st of each year. Dues may be increased or decreased by a three-fourths (3/4) vote of the entire Board of Directors or by a majority vote of those members present and voting at the annual meeting.
ARTICLE V
MEETINGS
Section 1: Annual Meetings. The Annual Meeting of the members of the Association shall be held each year, at a time and place to be fixed by the Board of Directors, for the purposes of receiving reports of officers and committees to elect officers and members of the Association; and to act on any other matters which may properly come before the annual meeting. Notice of such meeting of the Association shall be mailed, hand delivered, emailed or transmitted orally by telephone or otherwise to the members by the Directors at least thirty (30) days before the date of the meeting.
Section 2: Special meetings. Special meetings of the Association may be held at the call of the Board of Directors or written request and statement of purpose signed by twenty (20) percent of the Association members. The Directors shall mail, hand deliver, email, or transmit orally by telephone or otherwise notice of such meetings to all the members at least ten (10) days before the date of the meeting, which notice shall contain the purposes of the meeting.
Section 3: Quorum. One-tenth (1/10) of the members of the Association shall constitute a quorum at any meeting of the Association, but, in the absence of a quorum, a majority of those paid members present at the time and place set for a meeting may make an adjournment from time to time until a quorum shall be present.
Section 4: Waivers. In lieu of any notice of meeting or place of meeting, such meeting may take place at any time or at any place upon the waiver of notice thereof by all the members. The attendance of a member at any meeting shall be deemed at such meeting is made for the sole purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 5: Proxies. At all meetings of the 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 of his/her residence by the member.
Section 6: Voting by Co-Owners. If any residence is owned by more than one person, the vote to which such residence is entitled may be cast as such co-owners may determine between or among themselves.
ARTICLE VI
OFFICERS AND THEIR DUTIES
Section 1: Enumeration of Offices. The officers of this Association shall be a President, Vice-President, Treasurer and Secretary, and there may be one or more Vice-Presidents, and such assistant secretaries or assistant treasurers as the Board of Directors may from time to time by resolution create. Any assistant secretary or assistant treasurer shall have the same powers and duties as the principal officer unless changed by the Board of Directors. The President, Vice-President, Treasurer and Secretary shall be at all times be members of the Board of Directors.
Section 2: Election of Officers. The election of officers shall take place at the annual meeting of the members.
Section 3: Term. The officers of this Association shall be elected annually by the members and each shall hold office for one (1) year or until such time as their respective successors can be elected and qualified, unless he or she shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4: Special Appointments. The members 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 shall perform such duties as the members may from time to time determine.
Section 5: Resignation and Removal. Any officer may be removed from office for cause by a majority of the entire Board of Directors. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect the date of receipt of such notice or at any time later 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 through a majority vote of those directors’ present at a Board meeting. The officer appointed to such vacancy shall serve for the remainder of the term of the office he or she replaces.
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. No person or household shall be allowed to hold more than one office and/or directorship simultaneously.
Section 8: Duties of the President. The President shall preside at all meetings of the members of the Association and of the Board of Directors; shall appoint the members of all committees and shall be an ex-officio member of all such committees; shall sign all leases, mortgages, deeds, and such other papers and instruments, as may be required by the office or as may be directed by the Board of Directors; shall co-sign all checks and promissory notes with the Treasurer; shall make such reports and recommendations to the Board of Directors and to the members of the Association at any regular or special meetings, concerning the work and affairs of the Association, as in his judgment may be necessary for their information and guidance; may require such reports from the Treasurer and Secretary as in his or her judgment and necessary, and shall perform other such duties as may be incidental to the office.
Section 9: Duties of the Vice-Presidents. The Vice-Presidents, in the order named by the Board of Directors, shall perform the duties of the President in case of his absence, resignation or inability to act.
Section 10: Duties of the Secretary. The Secretary shall coordinate and be responsible for the issuance of all notices of meetings of members of the Association and Board of Directors; notify individuals elected to office or to membership of the Association or to the Board of Directors; keep complete records of the minutes of the meetings of the members of the Committee of persons dropped from membership in the Association for cause; shall coordinate and be responsible for the issuance of such other notices as may be directed by the Board of Directors; shall be custodian of all records of the Association, except such records and papers as shall be kept by the Treasurer as herein provided; shall sign such papers as may be required by the office or as directed by the Board of Directors; and shall perform such other duties as may be incidental to the office.
Section 11: Duties of the Treasurer. The Treasurer shall receive all monies of the Association and have custody thereof. He or She shall deposit the funds of the corporation in one or more banks selected by the Board of Directors, to be disbursed in accordance with the directions of and upon the signatures of the Treasurer and the President. He or she shall keep a full account of all monies received and paid out and shall make such reports thereof to the President and Board of Directors as they may require. He or she shall receive and have custody of all deeds, securities, notes, contracts and other financial papers of the Association and shall place them for safekeeping under such rules as to access as such Board of Directors shall determine. He or she shall keep full account of all deeds, securities, notes, and financial papers of the Association and shall make such reports thereof to the President and Board of Directors as they may require. He or she shall cause to be prepared and shall present at each meeting of the members of the Association a comprehensive financial statement. He or she shall sign such papers as may be required by his office or as may be directed by the Board of Directors; and shall perform such other duties as may be incidental to the office.
Section 12: Other duties. In addition to the duties set out herein above, each of the officers shall perform other duties as may from time to time be assigned to them by the President or Board of Directors.
ARTICLE VII
BOARD OF DIRECTORS
Section 1: Selection. The Directors shall be appointed from the membership for a term of one year or until their successors are appointed, by a unanimous vote of the officers. No person or household shall be allowed to hold more than one office and/or directorship simultaneously.
Section 2: Removal and Vacancies. Any director may be removed from the Board for cause, by a majority vote of the entire Board of Directors. In the event of a vacancy, a successor shall be selected by a majority vote of the remaining members of the Board and shall serve for the unexpired term of his or her predecessor.
Section 3: Compensation. No director shall receive compensation in his capacity as director for any service he may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his duties.
Section 4: Duties and Powers. The Board of Directors shall:
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 when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote.
b. Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
c. Fix the amount of fees, dues and assessments, provide for the collection and supervise the disposition thereof;
d. Procure and maintain adequate liability and hazard insurance on property owned by the Association;
e. Cause the property of the Association to be maintained;
f. Adopt and publish rules and regulations governing the use of any recreational facilities used and/or owned by the Association, and the personal conduct of the members and their guest thereon, and to establish penalties for the infraction thereof, unless otherwise provided by a majority of the quorum of the membership;
g. 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 Bylaws or the Charter of Incorporation.
h. In its discretion, cause officers or employees to be bonded;
i. Do all other acts that are necessary for and of benefit to the Association that are not in conflict with Mississippi law, the Charter of Incorporation of this Association or these Bylaws.
Section 5: Officers as Directors. All officers of the corporation shall be additional voting members of the Board of Directors during their respective terms of office.
Section 6: Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at such places and times as the Board of Directors shall designate, upon five (5) days notice by the Secretary.
Section 7: Special Meetings. Special meetings may be held at the call of the President or of one-third (1/3) of the members of the Board of Directors, provided a notice of the time and purpose of the meeting is given to each director.
Section 8: Quorum. One-half (1/2) of the members of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board of Directors, but in the absence of a quorum, a majority of those present at the time and place set for a meeting may make an adjournment from time to time until a quorum shall be present.
Section 9: Decisions of the Board. All decisions of the Board of Directors shall be by majority vote of the directors present at any regular or special meeting, unless otherwise provided in the Charter or these Bylaws.
ARTICLE VIII
COMMITTEES
The Board of Directors may establish such committees from time to time from the membership as it may deem appropriate to carry out any stated duties.
ARTICLE IX
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 Charter of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association.
ARTICLE X
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
ARTICLE XI
RECREATIONAL FACILITIES
The Association may own and operate tennis courts, a swimming pool, and related facilities and shall be empowered to own and operate a clubhouse or other facilities of like nature pursuant to the purposes and objectives of the Association. The use of the facilities owned or leased by the Association shall be restricted to the members, their dependents and invited guests. The facilities owned or leased by the Association shall never be available to the general public, except on such isolated occasions specifically approved by the Board of Directors as being incidental to and in furtherance of the Association’s objectives. Provided, however, that no participation by the general public shall ever be permitted which might jeopardize the Association’s exempt status under federal or state income tax laws.
ARTICLE XII
In the event of dissolution, the members will vote on the disposition of the funds of the Association.
ARTICLE XIII
AMENDMENTS
These Bylaws may be amended by a resolution of a majority of the Directors present and voting at any regular or special meeting of the Board followed by a majority vote of the members of the Association present and voting at any annual or special meeting of the members.
This is to certify that on the ______ day of ______________, 2018, the members of the Brookleigh Homeowners Association, Inc. did repeal all prior bylaws and did adopt these bylaws as binding on the corporation.
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Emon D. Thompson, Sr. - President Shirley Williams - Secretary
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Kathy Tatum - Treasurer William Martin - Board Member
____________________________________ ____________________________________
Luxie Frison - Board Member Bobbie Harris - Board Member
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Date
Contact Info
Address: P.O. Box 721383,
Byram, MS 39272
Phone: 601-292-9195
BrookleighHOA@gmail.com