Springbrook Lake Estates Website *
Restrictive Covenants *
Restated Charter *
If you know what part of the by-laws you'd like to see, click the link below.
By-Laws of Springbrook Lake Estates Property Owners Association Inc
Article I - Name of the Corporation
Article II - Powers of the Corporation
Article III - Members of the Corporation
Article III. 1. - Qualifications
Article III. 2. - Voting Rights
Article III. 3. - Non-Transferability of Membership
Article III. 4. - Annual Meeting
Article III. 5. - Special Meeings
Article III. 6. - Notice of Member Meetings
Article III. 7. - Voting and Proxies
Article IV - Board of Directors
Article IV. 1. - Qualification and Election
Article IV. 2. - Assessments and Other Powers
Article IV. 3. - Number
Article IV. 4. - Meetings
Article IV. 5. - Notice of Directors Meeting
Article IV. 6. - Quorum and Vote
Article IV. 7. - Executive and other Committees
Article V - Officers
Article V. 1. - Number
Article V. 2. - Election and Term
Article V. 3. - Dutes
Article VI - Resignations, Removals and Vacancies
Article VI. 1. - Resignations
Article VI. 2. - Removal of Officers
Article VI. 3. - Removal of Directors
Article VI. 4. - Vacancies
Article VII - Action by Consent
Article VIII - Admendment of By-Laws
Article IX - Indemnification
Article X - Severability
The name of the corporation shall be:
SPRINGBROOK LAKE ESTATES PROPERTY OWNERS ASSOCIATION INC. and it will sometimes be referred to
in these bylaws as the "corporation".
The corporation shall have, enjoy and exercise all the rights,
powers and privileges pertaining and incidental to those which a not-for-profit
corporation may exercise pursuant to the Tenessee Non-profit Corporation Act, or
any other statutes of the State of Tennessee; provided, however, notwithstanding
anything herein to the contrary, the corporation shall exercise
only such powers as are in futherance of the exempt purposes of organizations set forth
in the subsection of Section 528 or Section 501(c) of the Internal Revenue Code of 1986,
under which the Board of Directors
chooses to qualify for exemption, as the same now exists, or as it may be amended
from time to time.
1. Qualifications. All entities owning residential lots in
the Springbrook Lake Estates Subdivision, hereafter "Development" (as shown in
Plat Book 2, Page 171, Plat Book 2, Page 208, Plat Book 2, Pages 250 and 251,
Plat Book 3, Page 269, Plat Book 3, Page 296, and Plat Book 4, Pages 29, 30 31 and 32,
in the Registar's Office of Madison County, Tennessee,) shall be members of the
Corporation. Where two or more persons have an interest in a development lot, only one
such persons shall be entitled to be a member of the Corporation. Where a lot is jointly
owned by persons who are husband and wife, then either the husband or wife, but not both,
shall be entitled to be a member of the Corporation. The sales price shall be determined
by the Board of Directors and the method of payment shall be determined by said Board.
However, the maximum sales price shall be $1.00 per share.
2. Voting Rights. Each member shall have one vote for each lot he owns.
There shall be no more than one vote per said lot, regardless of the number of owners
of said lot.
3. Non-Transferability of Membership. The membership issued by the Corporation
to owners of Development lots shall be non-transferable and shall not be subject to encumbrance
by any member.
4. Annual Meeting. An annual meeting of the members shall be
held at such time and place within this State as may be designated from time to time by
the Directors. Unless the time is otherwise specified by the Directors, said meeting
shall be held in October of each year, or as close thereto as practicable.
5. Special Meetings. Special meetings of the members may be
called by the president, a majority of the Board of Directors, or by not less than (10%)
ten percent of all the members entitled to vote at such meeting.
6. Notice of Member Meetings. Written or printed notice stating
the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called and the person or persons calling the meeting,
shall be delivered either personally or by mail by or at the direction of the president,
secretary, officer, or person calling the meeting to each member entitled to vote at
the meeting. If mailed, such notice shall be delivered not less than (10) ten days nor
more than (2) two months before the date of the meeting, and shall be deemed to be delivered
when deposited in the United States Mail addressed to the member at his address as it appears
in the books of the Corporation, with postage thereon prepaid. If delivered personally, such
notice shall be delivered not less than (10) ten days nor more than (2) two months before the meeting,
and shall be deemed delivered when actually received by the member. The person giving
such notice shall certify that the notice required by this paragraph has been given.
7. Voting and Proxies. Every member entitled to vote at a meeting
may do so either in person or by written proxy, which proxy shall be filed with the secretary
of the meeting before being voted. Such proxy shall entitle the holders thereof to vote
at any adjournment thereof. No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution unless otherwise provided in the proxy.
BOARD OF DIECTORS
1. Qualification and Election. Directors must be shareholders,
residents of this State, and must be of legal age. Exept as stated otherwise in these by-laws,
they shall be elected by a plurality of the votes cast at the annual meetings of the
members. Directors will be elected to one (1), two (2), or three (3) year terms, in
order to maintain the most continuity. Each Director shall hold office until the expiration
of the term for which he is elected, and thereafter until his successor has been elected and qualified.
No member who is in arrears in the payment of his assessments may be elected to serve
as director. No more than (1) one member of the same family may be authorized to sign on any bank account, deposit box,
or any other legal document during the same term, except in the case of a member filling the unexpired
term left by the death or resignation of another family member.
2. Assessments and other Powers. The property and businesss shall be managed
by it's Board of Directors. The Board of Directors of the Corporation may assess payments from owners
of lots in the Development in any year in an amount the same or less than the amount assessed in the immediate
prior year without ratification by the members. Should the Board determine to increase an assessment
in any year, said increase must be approved by the members of the corporation at a duly called meeting.
The Board of Directors shall have the authority to approve building plans together
with the authority to exercise all other powers authorized pursuant to the Restrictive Covenants.
The Board may exercise all other powers pursuant to the Laws of the State of Tennessee and federal
law, except as limited by these by-laws.
3. Number. The number of directors may be fixed from time to time by the members.
4. Meetings. The annual meeting of hte board of directors shall
be held immediately after adjournment of the annual meeting of the members, at which time the officers
of the corporation shall be elected. The board may also designate more frequent intervals
for regular meetings. Special meetings may be called at any time by the chairman of the board,
president, or any (2) two directoes.
5. Notice of directors meetings. All regular board meetings may
be held without notice. Special meetings shall be preceded by at two (2) days notice
of the date, time, and place of the meeting. Notice of an adjourned meeting need not be
given if the time and place to which the meeting is adjourned are fixed at the meeting
at which the adjournment is taken, and if the period of adjournment does not exceed (1) one month
in any one adjournment.
A director may waive notice by (a) delivering to the corporation before
or after the date and time stated in the notice a written waiver signed by the director entitled
to the written notice or (b) attending the meeting which is the subject of the notice provided that the
director does not object at the beginning of the meeting to holding the meeting or
transacting business at the meeting.
6. Quorum and Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. The vote of a majority of the directors
present at the meeting at which a quorum is present shall be the act of the board.
7. Executive and other Committees. The board of directors by a
resolution adopted by a majority of it's members, may designate an executive committee,
consisting of two or more persons, who may or may not be directors, and may delegate to
such committee or committees any and all such authority as it deems desirable, including
the right to delegate to an executive committee the power to exercise all the authority of the board of
directors in the management of the affairs and property of the corporation.
1. Number. The corporation shall have a president and a secretary,
and other officers as the board of directors shall from time to time deem necessary. Any
two or more offices may be held by the same person, except the offices of president and
secretary. In order to be an officer, a person must be a member of the board of directors.
2. Election and Term. The officers shall be elected by the board at it's annual meeting.
Eaach officer shall serve until the expiration of the term for which he is elected, and
thereafter until his successor has been elected and qualified.
3. Duties All officers shall have such authority and perform such duties in the management of the corporation
as are normally incident to their offices and as the board of directors may from time to time provide.
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any time by giving
written notice to the chairman of the board, the president, or the secretary. Any such resignation
shall take effect at the time specified therein, or, if no time is specified, then upon it's acceptance
by the board of directors.
2. Removal of Officers. Any officer or agent may be removed by a
vote of the majority of the entire board whenever in it's judgment, the best interest of the corporation
will be served thereby.
3. Removal of directors.Any or all of the directors may be removed
either with or without cause by a vote of he majority of the members and may be removed with cause
by a majority vote of the entire board.
4. Vacancies. Newly created directorships resulting from an increase in
the number of directors, and vacancies occurring in any office or directorship for any reason, including
removal of any officer or director, may be filled by a majority vote of the directors then in office, even if less than
a quorum exists.
ACTION BY CONSENT
Whenever the members or directors are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by all persons or entities to vote thereon.
AMENDMENT OF BY-LAWS
These by-laws may be amended, added to, or repealed by a majority
vote of the members at any duly constituted membership meeting.
1. Indemnification. The corporation shall indemnify an
individual made a party to a proceeding because he is or was a director, or officer
of the corporation against liability incurred in the proceeding if: (a) he conducted himself in good faith;
and (b) he reasonable believed; (I) in the case of conduct in his official capacity for
the corporation. that his conduct was in it's best interest; and (II) in all other cases that his conduct was
at least not opposed to its best interest; and (c) in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify directors, officers,
employees or agents of the corporation for monetary damages for any breach of fiduciary
duty in their capacity except that no indemnification shall be made to or on behalf of
any director or officer, if a judgment or other final adjudication adverse to the director, officer,
employee or agent established his liability; (a) for any breach of the duty of loyalty to the
corporation or its members; (b) for any act or ommission not in good faith or which involves
intentional misconduct or knowing violation of the law; or (c) any unlawful distribution
under the Tennessee Nonprofit Corporation Act, as now effective or hereafter amended.
Such indemnification may be entitled, under any by-law, agreement, vote of members,
statute or otherwise.
Notwithstanding anything in this document to the contrary, the directors,
officers, trustees or members of the corporatio shall be immune from suit as provided in
Tenessee Code Annotated48-58-601 and nothing contained in this document shall be deemed to
limit the immunity therein.
The invalidity or enforceability of a particular provision of these by-laws
shall not affect the other provisions hereof, and these by-laws shall be construed in
all respects as if such invalid or unenforceable provisions were ommitted.
Proposal to change annual assessments ratified October 27, 1992 to take effect January 1, 1993
From; $ 35.00 per lot; $ 10.00 per boat
To; $50.00 per lot; $10.00 per boat
$50.00 per residence (in addition to the lot on which the residence is
$ 500.00 per commercial business (permissible only on lots A, B, and C on Hartmus Lane.)
Springbrook Lake Estates Website * Top of this document