BYLAWS
OF
WESTBURY COMMUNITY
ASSOCIATION, INC.
TABLE OF CONTENTS
Page No
ARTICLE
1.
NAME, MEMBERSHIP,
APPLICABILITY AND DEFINITIONS............ 1
1.1
Name................................................................................................................ 1
1.2
Membership 1
1.3
Definitions ....................................................................................................... 1
ARTICLE 2.
ASSOCIATION MEETINGS,
QUORUM, VOTING, PROXIES............. 1
2.1
Place of Meetings.......................................................................................... 1
2.2
Annual Meetings............................................................................................ 1
2.3
Special Meetings........................................................................................... 1
2.4
Record Date 1
2.5
Notice of Meetings........................................................................................ 2
2.6
Waiver of Notice........................................................................................... 2
2.7 Adjournment
of Meetings............................................................................... 2
2.8 Membership
List ......................................................................................... 2
2.9 Voting ......................................................................................................... 2
2.10 Proxies 2
2.11 Quorum......................................................................................................... 3
2.12 Action
Without A Formal Meeting 3
2.13 Action
By Written Ballot 3
ARTICLE 3.
BOARD OF DIRECTORS,
NUMBERS, POWERS, MEETINGS............. 3
3.1
Governing Body: Composition............................................................................ 3
3.2
Directors Appointed by Declaration.................................................................... 4
3.3 Number of Directors............................................................................................................................... 4 3.4
Nomination of Directors............................................................................................................................... 4
3.5
Election and Term of Office................................................................................ 4
3.6
Removal of Directors.......................................................................................... 4
3.7
Vacancies........................................................................................................... 5
3.8
Organization Meetings........................................................................................ 5
3.9
Regular Meetings................................................................................................ 5
3.10
Special Meetings.............................................................................................. 5
3.11
Waiver of Notice.............................................................................................. 5
3.12
Quorum of Board of Directors.......................................................................... 5 3.13
Compensation 6
3.14
Open Meeting.................................................................................................. 6
3.15
Executive Session............................................................................................. 6
3.16
Action Without a Formal Meeting..................................................................... 6
3.17
Telephonic Participation.................................................................................... 6
3.18
Powers............................................................................................................. 6
3.19
Management Agent........................................................................................... 7
3.20
Borrowing........................................................................................................ 7
3.21
Fining or Suspension Procedure........................................................................ 7
ARTICLE 4.
OFFICERS...................................................... 8
4.1
Officers.............................................................................................................. 8
4.2
Election Term of Office and Vacancies................................................................ 8
4.3
Additional Officers and Agents............................................................................ 8
4.4
Salaries.............................................................................................................. 8
4.5
Removal............................................................................................................. 8
4.6
President............................................................................................................ 8
4.7
Vice President.................................................................................................... 9
4.8
Secretary............................................................................................................ 9
4.9
Treasurer............................................................................................................ 9
4.10
Resignation....................................................................................................... 9
ARTICLE 5.
COMMITTEES.................................................. 9
ARTICLE 6.
MISCELLANEOUS............................................ 10
6.1
Fiscal Year....................................................................................................... 10
6.2
Parliamentary Rules.......................................................................................... 10
6.3
Conflicts........................................................................................................... 10
6.4
Amendment...................................................................................................... 10
BYLAWS
OF
WESTBURY COMMUNITY
ASSOCIATION, INC.
Article I
Name, Membership, Applicability and Definitions
1.1 Name. The name of
the corporation shall be Westbury Community Association, Inc. (hereinafter
sometimes referred to as the "Association").
1.2 Membership.
The Association shall have one class of membership, as is more fully set forth
in that certain Declaration of Protective Covenants, Conditions, Restrictions
and Easements for Westbury (such Declaration, as amended, renewed, or extended
from time to time, is hereinafter sometimes referred to as the "Declaration'),
the terms of which pertaining to membership are specifically incorporated by
reference herein.
1.3 Definitions.
The words used in these Bylaws shall have the same meaning as set forth in the
Declaration, unless the context shall prohibit.
Article 2
Association: Meetings, Quorum, Voting,
Proxies
2.1 Place of Meetings. Meetings of the
Association shall be held at the principal office of the Association or at such
other suitable place convenient to the members as may be designated by the
Board of Directors, either in the Community or as convenient thereto as
possible and practical.
2.2 Annual Meetings. There shall be an
annual meeting of the members at such date, place and time as the Board of Directors
shall determine to receive the reports of the outgoing Board of Directors, to
install directors for the ensuing year and to transact such other business as may
come before the meeting.
2.3 Special Meetings. The President or
the Board of Directors may call special meetings. In addition, it shall be the
duty of the President to call a special meeting of the Association upon the delivery
of a petition signed and dated by members entitled to cast at least 25% of the
Total Association Vote and describing the purpose or purposes for which it is
to be held. The notice of any special meeting shall state the date, time, and
place of such meeting and the purpose(s) thereof. No business shall be
transacted at a special meeting, except those matters that are within the
purpose or purposes described in the notice.
2.4 Record Date. The Board of Directors
shall fix in advance a record date for a determination of members entitled to
notice of and to vote at any meeting of members or any adjournment thereof, or
to make a determination of members for any other purpose, such date to be not
more than seventy (70) days before the date on which the particular action
requiring such determination of members is to be taken.
2.5 Notice of Meetings. It shall be the
duty of the Secretary to mail or to cause to be delivered to the Lot of each
member (as shown in the records of the Association as of the record date) a
notice of each annual or special meeting of the Association stating the date,
time and place where it is to be held and if and to the extent required by the
Georgia Nonprofit Corporation Code (O.C.G.A. Section 14‑3‑101, et
seq.) or other applicable law (the "Governing Law"), the
purpose(s) thereof. If an Owner wishes notice to be given at an address other than
the Lot, the Owner shall designate by notice in
writing to the Secretary such other address. Notices shall be mailed or
delivered not less than ten (10) days (or if notice is mailed by other than
first class or registered mail, thirty (30) days) nor more than sixty (60)
days before the meeting. If any meeting of the members is adjourned to a
different date, time or place, notice need not be given of the new date, time
or place, if the new date, time or place is announced at the meeting before adjournment.
If, however, a new record date is or must be fixed under the Governing Law
notice of the adjourned meeting shall be given to persons who are members of
record as of the new record date.
2.6 Waiver of Notice. Waiver of notice
of a meeting of the members shall be deemed the equivalent of proper notice.
Any member may, in writing, signed by the member, waive notice of any meeting
of the members, either before or after such meeting. Attendance at a meeting by
a member, whether in person or by proxy, shall be deemed waiver by such member
of lack of notice or defective notice, unless such member specifically objects
to lack of proper notice at the time the meeting is called to order.
2.7 Adjournment of Meetings. If any
meeting of the Association cannot be held because a quorum is not present, a
majority of the members who are present at such meeting, either in person or by
proxy, may adjourn the meeting to a time not less than five (5) nor more than
thirty (30) days from the time the original meeting was called. At such
adjourned meeting at which a quorum is present, any business which might have
been transacted at the meeting originally called may be transacted without
further notice.
2.8 Membership List. After the record
date for any meeting is established by the Board of Directors, the Secretary
shall prepare an alphabetical list of the names and addresses of all of the
members who are entitled to notice of the meeting. Beginning at least two
business days after notice is given of the meeting for which the list was
prepared, the list of members shall be available for inspection by any member
or a member's agent or attorney at the Association’s principal office or at
such other reasonable place as may be specified in the notice. In addition, the
list shall be available for inspection at the meeting or any adjournment
thereof.
2.9 Voting. The voting rights of the
members shall be as set forth in the Articles of Incorporation and the
Declaration, and such voting rights are specifically incorporated herein.
2.10 Proxies. At all meetings of members,
each member may vote in person or by proxy. All proxy appointment forms shall
be in writing, dated, and filed with the Secretary before the appointed time of
each meeting. Every proxy shall be revocable and shall automatically cease upon:
(a) receipt of notice by the Secretary of the death or judicially declared
incompetence of a member; (b) receipt by the Secretary of written revocation
signed by the member; (c) receipt by the Secretary of a subsequent appointment
form signed by the member; (d) attendance by the member and voting in person at
any meeting; or (e) the expiration of 11 months from the date of the proxy
appointment form.
2.11 Quorum. The presence, in person or by
proxy, of members entitled to cast at least 25% of the votes entitled to be
cast at the meeting shall constitute a quorum at all meetings of the Association.
The members present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough members to leave less than a quorum.
2.12 Action Without A Formal Meeting. Any
action required or permitted to be approved by the members may be approved
without a meeting if one or more consents, in writing, setting forth the action
so taken, shall be signed and dated by members (including the Declarant, if the
consent of the Declarant is required) holding the voting power required to pass
such action at a meeting held on the record date for such action. The record
date for such action shall be the date that the first member signs a consent.
Such action shall be approved when the Secretary receives a sufficient number
of such consents dated within 70 days of the record date for such action. If
less than unanimous consent is obtained, the approval shall be effective ten days
after the Secretary gives written notice of the approval to all members who did
not sign a consent. Each signed consent shall be included in the minutes of
meetings of members filed in the permanent records of the Association.
2.13 Action By Written Ballot. Any action
that may be taken at any annual, regular or special meeting of members may be
taken without a meeting if approved by written ballot as provided herein. The
Association shall deliver a written ballot to each member entitled to vote on
the matter. The written ballot shall set forth each proposed action and provide
an opportunity to vote for or against each proposed action. All solicitations
for votes by written ballot shall indicate the number of responses needed to
meet the quorum requirements; state the percentage of approvals necessary to
approve each matter other than election of directors; and specify the time by
which a ballot must be received by the Association in order to be counted. A
timely written ballot received by the Association may not be revoked. Approval
by written ballot of an action shall only be valid when the number of votes
cast by ballot equals or exceeds the quorum required to be present at a meeting
held to authorize such action and the number of approvals equals or exceeds the
number of votes that would be required to approve the matter at a meeting at
which the total number of votes cast was the same as the number of votes cast
by ballot. The results of each action by written ballot shall be certified by
the Secretary and shall be included in the minutes of meetings of members filed
in the permanent records of the Association.
Article 3
Board of Directors; Number, Powers, Meetings
3.1 Governing Body: Composition. The
affairs of the Association shall be governed by a Board of Directors. Directors
shall be natural persons who are 18 years of age or older. Except for directors
appointed by the Declarant, each director must reside in the Community and be a
member or the spouse of a member; provided, however, no Person may serve on the
Board at the same time with such Person's spouse or any co‑Owner
or Occupant of such Person's Lot.
3.2 Directors Appointed by Declarant.
The Declarant shall have the right to appoint or remove any member or members
of the Board of Directors or any officer or officers of the Association until
such time as the first of the following events shall occur: (a) the expiration
of ten (10) years after the date of the recording of the Declaration; (b) the
date on which seventy five (75%) percent of the Lots planned by Declarant to
be a part of the Community shall have been improved with a dwelling and
conveyed to an Owner for occupancy as a residence; or (c) the surrender by
Declarant in writing of the authority to appoint and remove directors and officers
of the Association. The directors appointed by the Declarant need not be Owners
or residents in the Community. The total number of lots planned by Declarant
for the Community shall initially be the number of Lots shown on the Declarant’s
land use plan for the development as it may be amended from time to time.
Inclusion of property on the land use plan shall not obligate the Declarant to
subject such property to the Declaration, nor shall exclusion of property from
the initial land use plan bar Declarant from subjecting such property to the
Declaration.
The
final total number of Lots planned for the Community shall be the actually
number of Lots shown on the recorded subdivision plats for the Community
regardless of any different number of Lots shown from time to time on the land
use plan. The Declarant shall notify the Association when the final subdivision
plat for the Community has been recorded.
3.3 Number of Directors. During the
period that the Declarant has the right to appoint and remove the officers and
directors of the Association as provided above, the Board of Directors shall
consist of from one to three members as determined by Declarant in writing from
time to time. Thereafter, the Board shall consist of three members, who shall
be elected as provided below.
3.4 Nomination of Directors. Elected
directors may be nominated from the floor, if a meeting is held for the
election of directors and may also be nominated by a nominating committee, if
established by the Board. All candidates shall have a reasonable opportunity to
communicate their qualifications, to the members and to solicit votes.
3.5 Election and Term of Office. After
the Declarant's right to appoint directors and officers terminates, the
Association shall call a special meeting (or take action under Section 2.12 or
Section 2.13 in lieu of a meeting) and the members shall elect three directors.
The members of the Board of Directors shall hold office for one year and shall
continue in office until their respective successors shall have been elected
and take office. At annual meetings of the membership thereafter (or pursuant
to Section 2.12 or Section 2.13 in lieu of a meeting), directors shall be
elected. The three candidates receiving the most votes shall be elected.
3.6
Removal of Directors. At any
annual, regular or special meeting of the Association, any one or more of the
members of the Board of Directors elected by the members may be removed, with
or without cause, by a majority of the Total Association Vote and a successor
may then and there be elected to fill the vacancy thus created. The notice of
the meeting shall state that the purpose, or one of the purposes, of the
meeting is removal of a director. A director whose removal by the members has
been proposed shall be given an opportunity to be heard at the meeting. Additionally, any director who has three
consecutive unexcused absences from Board meetings or who is delinquent in the
payment of an assessment for more than 30 days may be removed by a majority
vote of the remaining directors.
3.7
Vacancies. Vacancies in the
Board of Directors caused by any reason, excluding the removal of a director by
vote of the Association, shall be filled by a vote of the majority of the remaining
directors. Each Person so selected shall serve the unexpired portion of the
term.
3.8
Organization Meetings. The first meeting of a newly elected Board of
Directors shall be held within ten days after the election at such time and
place as the directors may conveniently assemble.
3.9
Regular Meetings. Regular
meetings of the Board of Directors may be held at such time and place as shall
be determined from time to time by the Board, provided that, after the right of
Declarant to appoint the directors terminates; at least four such meetings
shall be held during each fiscal year with at least one per quarter. Notice of
the regular schedule shall constitute sufficient notice of such meetings.
3.10
Special Meetings. Special
meetings of the Board of Directors shall be held when requested by the
President, Vice President or by any two directors. The notice shall specify the
date, time and place of the meeting and the nature of any special business to
be considered. The notice shall be given to each director by one of the
following methods: (a) by personal delivery (including commercial delivery
service) to such director's home or office; (b) written notice by first class
mail, postage prepaid; or (c) by telephone communication (including facsimile),
either directly to the director or to the director's home or office. All such
notices shall be given or sent to the director's address or telephone number as
shown on the records of the Association. Notices sent by first class mail shall
be deposited with the U.S. Postal Service at least four days before the time
set for the meeting. Notices given by personal delivery or telephone shall be given
at least two days before the day set for the meeting.
3.11
Waiver of Notice. The business
transacted at any meeting of the Board of Directors, however called and noticed
or wherever held, shall be as valid as though taken at a meeting duly held
after regular call and notice, if (a) a quorum is present, and (b) either
before or after the meeting, each of the directors not present signs a written
waiver of notice, a consent to holding the meeting, or an approval of the
minutes which is included in the minutes or filed with the official records of
the Association. The waiver of notice or consent need not specify the purpose
of the meeting. Notice of a meeting shall also be deemed given to any director
who attends the meeting without protesting before or at its commencement about
the lack of adequate notice.
3.12
Quorum of Board of Directors.
At all meetings of the Board of Directors, a majority of the directors shall
constitute a quorum for the transaction of business, and the votes of a
majority of the directors present at a meeting at which a quorum is present
shall constitute the decision of the Board of Directors.
3.13
Compensation. No director shall
receive any compensation from the Association for acting as such.
3.14
Open Meeting. All meetings of
the Board shall be open to all members, but members other than directors may
not participate in any discussion or deliberation unless expressly so authorized
by the Board.
3.15
Executive Session. The Board
may adjourn a meeting and reconvene in executive session to discuss and vote
upon personnel matters, litigation in which the Association is or may become
involved, and orders of business of a similar nature. The nature of any and all
business to be considered in executive session shall first be announced in open
session.
3.16
Action Without A Formal Meeting.
Any action required or permitted to be taken at a meeting of the directors may
be taken without a meeting if one or more consents, in writing, setting forth
the action so taken, shall be signed by a majority of the directors and
delivered to the Association for inclusion in the minutes for filing in the
corporate records.
3.17
Telephonic Participation. One
or more directors may participate in and vote during any meeting of the Board
by telephone conference call or any other means of communication by which all
directors participating may simultaneously hear each other during the meeting.
Any such meeting at which a quorum participates shall constitute a meeting of
the Board.
3.18
Powers. The Board of Directors
shall be responsible for the affairs of the Association and shall have all of
the powers and duties necessary for the administration of the Association's
affairs and, as provided by law, may do all acts and things as are not by law,
the Declaration, Articles, or these Bylaws directed to be done and exercised by
the members. In addition to the duties imposed by these Bylaws or by any
resolution of the Association that may hereafter be adopted, the Board of
Directors shall have the power to and be responsible for the following, in way
of explanation, but not limitation:
(a) preparation and
adoption of an annual budget in which there shall be established the contribution
of each member to the common expenses;
(b) making assessments
to defray the common expenses and establishing the means and methods of
collecting such assessments;
(c) providing for the
operation, care, upkeep, and maintenance of all areas which are the maintenance
responsibility of the Association;
(d) designating, hiring,
and dismissing the personnel necessary for the operation of the Association
and, where appropriate, providing for the compensation of such personnel and
for the purchase of equipment, supplies, and material to be used by such
personnel in the performance of their duties;
(e) collecting the
assessments, depositing the proceeds thereof in a bank depository which it
shall approve, and using the proceeds to administer the Association;
(f) making and amending
rules and regulations;
(g) opening of bank
accounts on behalf of the Association and designating the signatories required;
(h) enforcing by legal
means the provisions of the Declaration, these Bylaws, and the rules and
regulations adopted by it, and bringing any, proceedings which may be
instituted on behalf of or against the members concerning the Association;
(i) obtaining and
carrying insurance against casualties and liabilities, as provided in the Declaration,
and paying the premium cost thereof,
(j) keeping books with
detailed accounts of the receipts and expenditures of the Association and the
actions thereof, and specifying the maintenance and repair expenses and any other
expenses incurred; and
(k) authorization of
contracts on behalf of the Association.
3.19
Management Agent. The Board of
Directors may employ for the Association a professional management agent or
agents at a compensation established by the Board of Directors to perform such
duties and services as the Board of Directors shall authorize. The Declarant or
an affiliate of the Declarant may be employed as managing agent or manager. The
term of any management agreement shall not exceed one year and shall be subject
to termination by either party, without cause and without penalty, upon ninety
(90) days' written notice.
3.20
Borrowing. The Board of
Directors shall have the power to borrow money without the approval of the
members of the Association; provided, however, except as otherwise provided in
the Declaration, the Board shall obtain membership approval in the same manner
as for special assessments, in the event that the total amount of such
borrowing exceeds or would exceed ten percent of the annual budget of the
Association.
3.21
Fining or Suspension Procedure.
The Board shall not impose a fine (a late charge shall not constitute a fine)
or suspend a member's right to vote or to use any part of the Common Property
unless and until the following procedure is followed:
(a) Written notice shall
be delivered to the member by first‑class or certified mail sent to the
address of the member shown on the Association's records, specifying:
(1) the nature of the violation, the fine or
suspension to be imposed and the date, not less than fifteen (15) days from the
date of the notice, that the fine or suspension will take effect;
(2) that the violator may, within ten days from the
date of the notice, request a hearing regarding the fine or suspension imposed;
(3) the name, address and telephone numbers of a
person to contact to challenge the fine or suspension;
(4) that any statements, evidence, and witnesses may
be produced by the violator at the hearing; and
(5) that all rights to have the fine or suspension
reconsidered are waived if a hearing is not requested within ten days of the
date of the notice,
(b) If a hearing is requested, it shall be held
before the Board in executive session, and the violator shall be given a
reasonable opportunity to be heard. The minutes of the meeting shall contain a
written statement of the results of the hearing. No fine or suspension shall be
imposed prior to the date that is five days after the date of the hearing.
Article 4
Officers
4.1
Officers. The officers of the
Association shall be a President, Vice President, Secretary, and Treasurer. Any
two or more offices may be held by the same Person, excepting the offices of
President and Secretary. The President and Treasurer shall be elected from
among the members of the Board of Directors.
4.2
Election Term of Office and
Vacancies. Except during the period
in which the Declarant has the right to appoint the officers of the
Association, the officers of the Association shall be appointed annually by the
Board of Directors at the first meeting of the Board of Directors following the
election of directors. A vacancy in any office arising because of death, resignation,
removal, or otherwise may be filled by the Board of Directors for the unexpired
portion of the term.
4.3
Additional Officers and Agents.
The Board of Directors may appoint such other officers, including vice
presidents, assistant secretaries and assistant treasurers, and agents as it shall
deem necessary. Such officers and agents shall hold their respective offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board of directors.
4.4
Salaries. The officers shall
receive no compensation.
4.5
Removal. Except for officers
appointed by the Declarant, any officer may be removed, with or without cause,
by the Board of Directors.
4.6
President. The President
shall be the chief executive officer of the Association and shall preside at
all meetings of the members and directors. The immediate supervision of the affairs
of the Association shall be vested in the President. It shall be the Presidents
duty to attend to the business of the Association and maintain strict supervision
over all of its affairs and interests. The President shall keep the Board of
Directors fully advised about the affairs and conditions of the Association,
and shall manage and operate the business of the Association pursuant to and in
accordance with such policies as may be prescribed from time to time by the Board
of Directors.
4.7
Vice President. The Vice
President(s), if any, shall act in the Presiderifs absence or disability and
shall have all powers, duties, and responsibilities provided for the President
when so acting, and shall perform such other duties as shall from time to time
be imposed upon any Vice President by the Board or delegated to a Vice
President by the President.
4.8
Secretary. The Secretary
shall keep the minutes of all meetings of the members and of the Board of
Directors; notify the members and directors of meetings as provided by these bylaws
and Georgia law; have custody of the seal of the Association; affix such seal
to any instrument requiring the same; attest the signature or certify the
incumbency or signature of any officer of the Association; and perform such
other duties as the President, or the Board of Directors may prescribe. The
Secretary shall perform the duties of the Treasurer of the Association in the
absence or disability of the Treasurer.
4.9 Treasurer.
The Treasurer shall keep, or cause to be kept, the financial books and records
of the Association, and shall faithfully account for the Association's funds,
financial assets, and other assets entrusted to the Treasurer’s care and
custody. The Treasurer shall make such reports as may be necessary to keep the
President and the Board of Directors informed at all times as to the financial
condition of the Association, and shall perform such other duties as the
President, or the Board of Directors may prescribe. The Treasurer shall
maintain the money and other assets of the Association in the name and to the
credit of the Association in such depositories as may be designated by the
Board of Directors. The Treasurer may provide for the investment of the money
and other assets of the Association consistent with the needs of the Association
to disburse such money and assets in the course of the Association's business.
The Treasurer shall perform the duties of the Secretary of the Association in
the absence or disability of the Secretary.
4.10
Resignation. Any officer may
resign at any time by giving written notice to the Board of Directors. Such
resignation shall take effect on the date of the 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.
Article 5
Committees
Advisory committees to
perform such tasks and to serve for such periods as may be designated by the
Board or as provided in the Declaration are hereby authorized. Each committee
shall be composed and shall operate in accordance with the terms of the
Declaration or resolution of the Board of Directors designating the committee
or with rules adopted by the Board of Directors. An advisory committee shall
not be authorized to exercise any authority of the Board under the Articles of
Incorporation, the Declaration, these Bylaws or the Georgia Nonprofit
Corporation Code.
Article 6
Miscellaneous
6.1
Fiscal Year. The fiscal year
of the Association 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
Association proceedings, when not in conflict with Georgia law, the Articles of Incorporation, the
Declaration or these Bylaws.
6.3
Conflicts. If there are
conflicts or inconsistencies between the provisions of Georgia law, the Articles of Incorporation, the
Declaration and these Bylaws, the provisions of Georgia law, the Declaration, the
Articles of Incorporation and the Bylaws (in that order) shall prevail.
6.4
Amendment. These Bylaws may
be amended by the Board of Directors with the consent of the Declarant if such
amendment is necessary to: (a) bring any provision hereof into compliance with
any applicable governmental statute, rule, or regulation or judicial determination
which shall be in conflict therewith; (b) enable any title insurance company to
issue title insurance coverage with respect to the Lots subject to the
Declaration; (c) enable an institutional or governmental lender or purchaser of
mortgage loans, including, without limitation, the Federal National Mortgage
Association or Federal Home Loan Mortgage Corporation, to make or purchase
Mortgage loans on the Lots subject to the Declaration; or (d) enable any
governmental agency or private insurance company to insure or guarantee
Mortgage loans on the Lots subject to the Declaration. In addition, these
Bylaws may be amended upon the affirmative vote of at least two‑thirds
(2/3) of the Total Association Vote and the consent of Declarant; provided,
however, that the U.S. Department of Veterans Affairs (if it is then
guaranteeing Mortgages in the Community or has issued a project approval for
the guaranteeing of such mortgages) and/or the U.S. Department of Housing and
Urban Development (if it is then insuring any Mortgage in the Community or has
issued a project approval for the insuring of such mortgages) shall have the
right to veto amendments to these Bylaws for as long as the Declarant has the
right to appoint and remove the directors and officers of the Association.
