Crystal Cove Property
Owners Association, Inc.
By-Laws with Amendments
(Approved - September 2009)
Introduction
Crystal Cove Property Owners Association (CCPOA), Inc. (The
Association) is a Tennessee non-profit corporation set up to administer the affairs of Crystal Cove.
The purpose of the Association is threefold:
To
preserve the values and amenities in this development, including the maintenance of its common property or facilities and
the enforcement of deed restrictions.
To advance the welfare
of all Crystal Cove property owners with respect to the quality of life and beauty of our residential community.
To promote an appropriate infrastructure for the common benefit of its
members.
Index
Section 1
Membership
Section 2
Board of Directors
Section
3
Officers of the Association
Section
4
Committees
Section 5
Membership Meetings
Section
6
Fees, Assessments and Other Revenue
Section 7
Indemnification and Insurance
Section
8
Miscellaneous
Section 9
Summary of Voting Procedures and Requirements
Section 10
Glossary of Terms
Section
1 - Membership
1.1
Members
Each owner shall, by
reason of ownership, become a Member of the Association. There shall be one vote for each lot regardless
of the number of persons who may have any ownership interest in such lot, or the manner in which title is held by them, and
regardless of the number of lots in which any person may have an ownership interest.
1.2 Property Rights and Rights of Enjoyment
Members shall be entitled to the use and enjoyment of the common property and
facilities owned by or for the benefit of the Association (collectively, the “Association Property”), subject
to the following:
(a) The
Association may suspend the rights and privileges of any Member for any period during which any assessment to which his/her
interest is subject remains unpaid; and, for a period of thirty (30) days for any non-continuing infraction of its By-Laws
and/or Covenants. Continuous and/or egregious disregard for the By-Laws and/or Covenants of the Association
may result in a more extensive suspension and/or termination of the rights and privileges of a Member.
(b) The right of the
Association to charge reasonable admission and/or other fees, as determined by the Board of Directors of the Association,
for the use of any of the common property or facilities.
1.3 Transfer of Ownership
When a Member ceases to be an Owner, such person’s membership shall cease; however, such person
shall continue to be liable for all Association charges incurred prior to the giving of written notice to the Association
that such person is no longer an Owner.
Section 2 - Board of Directors
2.1 Board
of Directors and Officers
The affairs
of the Association shall be conducted by a Board of Directors (the “Board”).
2.2 Duties and Responsibilities
The Board shall have such duties and responsibilities
as set forth in the By Laws provided such are not in contravention of the Covenants:
(a) The Board shall manage
and control the affairs of the Association, including the Association property and facilities, and shall designate a banking
institution(s) as depository for the Association’s funds, and the Officer(s) authorized to make withdrawals and execute
the obligations of the Association.
(b) The Board may adopt and publish such rules and regulations
relating to the use of Association property and sanctions for noncompliance therewith, as it may deem reasonably necessary
for the Association Members and their guests.
(c) The Board may establish and levy reasonable fees for the issuance of building
permits or the use of Association Property.
(d) The Board may contract for sufficient services to adequately maintain Association property.
(e) The
Board may adopt reasonable rules of order for the conduct of the meetings of the Members. On procedural
questions the decision of the Chairperson of the meeting shall control.
(f) Each new Board shall propose,
no later than its first meeting in the new fiscal year, an operational budget for its 12 month term to be presented for approval
by the Association membership at a Special Meeting of the Association. This Special Meeting shall be called
by the new Board not later than its January meeting and be preceded at least 30 days by the Association meeting notice and
distribution of the proposed budget. The Board shall take into consideration
all forms of income the Association may have and may request a vote of the CCPOA membership for an increase in the Annual
Assessment if the Board deems such an increase to be necessary. Upon adoption and approval of the budget,
the Association shall not exceed the total spending limitation set forth in said budget by more than 15% of that budget without
the Board having called a special vote of the Members to approve any additional expenditure. The budget
of the Association shall be approved only after the Members have had a reasonable opportunity for review and comment either
at public hearings or through such other means as the Board may direct. If the budget is not approved,
then the spending authority of the Board will be the previous year’s budget plus 5% until the budget is approved.
(g) All non-volunteer work must be performed
by a licensed, bonded and insured contractor.
(h) The Board may perform other acts for which authority has been granted by law.
2.3 Term of Office
At
the Annual Meeting Association Members in Good Standing shall elect officers and chairpersons as members of the Board who
shall serve terms of office as staggered below beginning the next January 1 or until their respective successors are elected.
Any vacancy that occurs in the initial or any subsequent Board may be filled at any meeting
of the Board by affirmative vote of a majority of the remaining Directors. The Board may choose to advertise
the open position for a period of time in order to allow interested members to apply to fill the vacancy. Any
person elected to fill a vacancy on the Board shall serve until the expiration of the term of the Director whose position
he/she was elected to fill. Members shall not serve more than two (2) consecutive terms as an Officer in
the same capacity, nor shall members of the same household serve as Board members simultaneously.
The Board shall consist of the following seven (7) persons:
The Officers of the Association (4):
President, Vice-President, Treasurer and Secretary
The Chairperson of the Dock Owners Committee (1)
The Chairperson of the Architectural Control
Committee (1)
The Chairperson
of the Property & Maintenance Committee (1)
In order to preserve
experience and continuity on the Board, the following election schedule will be implemented:
Even Years: President, Treasurer and Chairs of Dock and Property Maintenance Committees.
Odd Years: VP, Secretary, and Chair, Architectural
Control Committee.
2.4 Board of Directors Meetings
Each new Board shall meet within twenty (20) days of its election to commence
development of its budget for the coming year. During its term the Board shall
meet at least quarterly or on such more frequent basis as the Board may elect. Special meetings of the
Board may be called by the President or any two (2) Directors. All Members are welcome at all Board Meetings,
but only the Board shall have voting privileges at such meetings of the Board.
2.5 Quorum
Four
members of the Board shall constitute a quorum for the transaction of business. Every act or decision done
or made by a majority of the Board present at a duly held meeting, at which a quorum is present, shall be regarded as the
act of the Board.
2.6 Removal
Any Director may be removed for just cause from the
Board by five of the six other Board members. In this event refer to Paragraph 2.3 above.
2.7 Compensation
No Director shall receive compensation for any service he/she may render to the Association.
However, a Director may be reimbursed for out-of-pocket expenses incurred in the performance of Association business,
if approved by a majority vote of the Board.
2.8
Action Without Meeting
Due to
extenuating circumstances, the Board may have to take actions which would normally occur at Board meetings. Should
that need arise, a majority of Board members must give oral or written approval of the proposed action to the Board President.
The recording of the issue and the vote shall be filed in writing by the Secretary
as a part of the minutes of the proceeding.
2.9 Personal Liability
No member of the Board, assistant, or member of any Committee of the Association, shall be personally liable to any
Owner, or to any other party, including the Association, for any damage, loss or prejudice suffered or claimed on account
of any authorized act, omission, error, or negligence of the Association, the Board, or any other representative or employees
of the Association, or the Architectural Control Committee, or any other Committee, or any officer of the Association, provided
that such person has, upon the basis of such information as may be possessed by him/her, acted in conjunction with Association
duties, and in good faith, without willful or intentional misconduct.
Section 3 - Officers of the Association
3.1 Officers
The Association will have a President, Vice-President,
Secretary and Treasurer, all of whom shall be elected by the Members.
3.2 Resignation
Any Officer may resign at any time
by 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. The vacancy of any office
may be filled by the Board in accordance with Section 2.3.
3.3 The President shall:
(a) Have authority over the business affairs of the Association subject to Board direction;
(b) Have
authority to preside at meetings of the Members and of the Board;
(c) Have authority
to sign and deliver any document(s) previously approved by the Board;
(d) Have such other powers
and duties as the Board may assign to him/her.
3.4 The Vice-President shall:
(a) Perform the duties of the President in his/her absence;
(b) Serve as the Chairperson
of the Audit, Nominating and Election Committees;
(c) Have other such duties and powers as the Board or the President may assign to
him/her.
3.5 The Secretary shall:
(a) Issue notices of all meetings for which
notice is required to be given;
(b) Maintain a current list of all Members and their addresses;
(c) Keep the minutes of
all meetings and have charge of the Association’s record books;
(d) Maintain the historical files of the Association
in an electronic format. Any required “Hard Copies” should be maintained in an Association
owned portable fire retardant file box.
(e) Have other such duties and powers as the Board or the President may assign to him/her.
3.6 The
Treasurer shall:
(a) Collect
and maintain the custody of all funds and securities of the Association;
(b) Prepare all checks and/or documentation
for disbursement of Association monies;
(c) Obtain a co-signature from another Officer for all checks drawn against the Association
in the following order of availability: President then Secretary.
(d) Keep adequate and current accounts
of the Association’s affairs and transactions;
(e) Present a summary
of accounts and a listing of the disbursements of the previous month(s) and any other monetary actions taken, at each board meeting to become a part of the minutes;
(f) Notify members of dues required by
March 31st not later than 30 days before due date;
(g) Have such other duties and powers as the Board or the President may assign to
him/her.
3.7 Assistants
to the Board
The Association
may also have such assistants as the Board deems necessary, which shall be elected by the Board or chosen by an Officer(s)
designated by the Board. Assistants and agents of the Association shall have such authority and perform
such duties in the management of the Association as the Board or the President may assign to them. Assistants
are not Members of the Board.
Section 4 - Committees
4.1 Committees of the Association
Committees of the Association shall be instituted
by the Board, except for the Architectural Control Committee (ACC), which is required by the Covenants. Unless
otherwise provided herein, each Committee shall consist of a Chairperson and two (2) or more Members. The
terms of the Committee members, other than the Chairpersons of the Permanent Committees, shall be set by the Board.
In addition to the ACC, there will be two additional permanent committees: the Dock Owners Committee (DOC) and the
Property and Maintenance Committee (PMC). The ACC, DOC, and PMC are hereby known collectively as the “Permanent
Committees.” Chairpersons of the Permanent Committees must be nominated and approved by general election.
Other Standing Committees may be formed by the Board and may be comprised of one or more appointed persons.
Neither the members nor Chairs of Standing Committees need be approved by general election.
4.2 Permanent Board
Committees:
Architectural Control Committee
(ACC)
The ACC Chairperson will serve
as an elected Director of the Board. The composition, duties and responsibilities of the Architectural
Committee are set forth in the Covenants and/or are contained in the ACC Guidelines.
Dock Owners Committee (DOC)
The DOC Chairperson, who should be a slip owner, will serve as an elected Director of the Board.
The DOC shall advise the Board on all matters pertaining to the acquisition, maintenance, repair or improvement of
the community dock and walkways, and ensure that the community dock and walkways are properly maintained. In
addition, the DOC will recommend the amount of any additional assessments that may need to be levied upon the individual slip
owners for improvements and/or maintenance of their deeded properties. Approval of such additional assessments
will require a majority vote of the slip owners.
Property & Maintenance Committee (PMC)
The PMC Chairperson will serve as an elected Director of the Board. The PMC shall advise the Board on all matters pertaining
to the acquisition, maintenance, repair or improvement of the common properties of the Association, exclusive of the community
dock and walkways, and oversee the security needs of the entire development; and perform such other functions as the Board
determines.
4.3 Standing Committees:
Audit Committee
The Vice-President is the Chairperson of the Audit Committee.
The Audit Committee shall institute the annual audit of the Association’s books and tax returns for the prior
fiscal year not later than May 31st of each year.
Social Committee
The Chairperson
of the Social Committee shall serve as an assistant to the President. The Committee will be responsible
for initiating and coordinating a calendar of social events for the Association. In addition, it shall
perform such other functions as the Board determines.
4.4
Election Committees:
Nominating Committee
The Vice-President is the Chairperson of the Nominating
Committee, which includes at least two additional persons. Nominations for election to the Board shall
be made by the Nominating Committee. Additional nominations may be submitted to the Nominating Committee
by any Member in Good Standing, with the consent of the nominee, 45 days prior to the Annual Meeting (second Monday of September).
Members of the Nominating Committee shall be appointed by the Board at least sixty (60)
days prior to each Annual Meeting at which an election will be required.
The Nominating Committee shall make as many nominations as it deems appropriate; however, in no case will it nominate
fewer candidates than the number of vacancies to be filled. At least 30 days prior to the Annual
Meeting, nominations shall be placed in Ballot form on the association’s website and emailed to all members who have
registered their email addresses with the Secretary. For owners who do not receive email the ballots shall
be delivered via US Mail.
All elections of Directors shall be made by Ballot submitted in person at the
Annual Meeting or via mail or email proxy to the Secretary. The Ballot shall:
(a) Describe the vacancies to be filled,
(b) Set forth the names of those nominated for such, and
(c) Contain a space for write-in candidates for Members for each position.
Ballots shall be prepared and posted on the Association’s website
and emailed by the Secretary to the Voting Members in Good Standing at least 30 days prior to the Annual Meeting.
The reply to the emailed Ballot to the Secretary’s email address, or delivered via US Mail, shall be no later
than the day before the Annual or Special Meeting called for election purposes. All Ballots not received by such date shall not be counted. A description of the candidate’s position
on issues may accompany the Ballot, if the candidate chooses to do so.
Election Committee
The Vice-President is the Chairperson of this committee. The Election Committee will receive
a report of all email responses by the voting deadline from the Secretary, who certifies its accuracy. The
emailed responses shall be electronically preserved by the Secretary for review by the Election Committee at its option or
at the demand of any five members present at the Annual Meeting.
Following the
receipt of the ballots the Election Committee will adopt a procedure that will establish:
(a) That the number of marked Ballots and emailed responses correspond
to the number of votes allowed to Voting Members, and
(b) That the Ballot is from a Member in Good Standing.
Procedures
shall be adopted to insure that a vote of any Voting Member shall not be disclosed to anyone except the Association Secretary
or Election Committee. Thereafter, the Election Committee shall proceed to tabulate the Ballots and report
of email responses. In addition, the Election Committee will review and record all Ballot comments submitted
and prepare a report to be reviewed by the Directors at the Annual Meeting.
The results of the voting will be announced at
the Annual Meeting. Immediately after the announcement of the results, unless a review of the procedure
is demanded by at least five of the Members present, the Ballots and Secretary’s report of email responses shall be
secured and retained for one year.
Section 5 - Membership Meetings
5.1 Annual Meetings of the Members of the Association
The Annual Meeting of the Members of the Association shall be
held on the second Monday evening of September.
5.2
Special Meetings of the Members of the Association
Special Meetings of the Members of the Association may be called:
(a) On a pre-announced schedule or at any time by the
Board, or
(b)
By Members holding in the aggregate twenty percent (20%) of the voting power of all Members.
The Secretary shall call a Special Meeting to be held at a time fixed by the Board, but not less than
ten (10) days after the Secretary shall have received a written request from the Board, or a petition signed by Members holding
in the aggregate twenty percent (20%) of the voting power of all the Members. If the Secretary neglects
or refuses to issue such a call, it may be issued by any Director or Member who signed the petition.
5.3 Place of Meetings
Meetings of the Members shall be held at a location designated by the Board at or near Crystal Cove.
5.4 Notice of Meetings
The Secretary shall issue a notice of the time and place of the Annual or Special Meetings
of the Members. The Notice of Meeting is to be delivered either personally, posted on the Association’s
website or by email to the email registered Voting Members not less than 30 days prior to the Annual Meeting or not less than
10 days before the date of a Special Meeting. For owners who do not receive email the ballots shall be
delivered via US Mail.
5.5 Quorum
Members in Good Standing holding in the aggregate twenty percent
(20%) of the votes entitled to be cast on the matter(s) at hand, including proxies, shall constitute a quorum at the Annual
or Special meeting of Members.
5.6 Voting
Methods
At all Annual Meetings or Special Meetings Members
in Good Standing may vote by direct or proxy ballot at the meeting, or by emailed ballot.
Ballots not received by such date shall not be counted.
5.7 Suspension of Voting Privileges
For all issues other than the increase in the Annual Assessment, no Member shall be eligible to vote
or be elected to or serve on the Board, who is shown on the books of the Association as delinquent in the payment of any fee
or assessment due the Association. Voting privileges will be reinstated upon payment of all outstanding
fees or assessments, late payment charges and any related collection fees. All voting members shall be
entitled to vote on issues regarding modifications to the Annual Assessment and the Covenants.
5.8 Order of Business for All Meetings
Roll Call
Proof of Notice of Meeting
Proof of Quorum
Reading and Disposal of Unapproved Minutes
Unfinished Business
New Business
Adjournment
Section 6 - Fees, Assessments and Other Revenue
6.1
Annual Assessment
The Annual
Assessment shall be due no later than (NLT) March 31st of each year.
6.2 Assessment Obligations
Each assessment, including the Annual Assessment, together with any additional late and/or non-payment charges,
shall be the obligation of the person, group of persons, or entity who was the owner at the time when the assessment fell
due.
6.3 Late Fees or Assessments
Any property owner who fails to timely pay an assessment by the
due date will incur a late charge in the amount of $25. Following notification via Certified Mail, continued
non-payment may result in the Association placing a lien on the property of the delinquent owner with continued accrual of
interest. The delinquent owner shall be liable to the Association for all filing and legal costs required
to collect the outstanding obligations.
6.4 Other
Revenue
The Board may periodically authorize
activities to generate additional revenue; for instance, sales of advertising in the “Crystal Cove Website.”
Revenue from any such activity shall be deposited directly into the general fund of the Association.
Section 7 - Indemnification and Insurance
7.1 Indemnification
To the extent permitted by law, the Association shall indemnify any Director, Officer, former Director,
former Officer, or duly appointed agent of the Board, against any loss, cost, or expense, including attorney fees actually
and reasonably incurred, arising out of any action, suit, or proceeding, civil or criminal, in which he/she is made a party
by reason of (i) any act or omission within the scope of his or her Association duties or (ii) being or having been such Director
or Officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable
for gross negligence or misconduct inconsistent with the Covenants or to be criminally negligent in the performance of his/her
duties to the Association. The Association shall indemnify such person hereunder only so long as the Director
or Officer, former Director, former Officer, or agent acted in good faith and in a manner he/she reasonably believed to be
in or not opposed to the best interests of the Association; and, with respect to a criminal action, suit or proceeding, so
long as he/she had no reasonable cause to believe that his/her conduct was unlawful. The Association may select counsel of
its choice to defend a person indemnified hereunder in any action, suit, or proceeding, unless such selection would pose a
conflict of interest. “Duly appointed agent”, as used in this paragraph and in section 7.2, shall include all
committee members, assistants, and employees.
Any indemnification
under this section, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon
a determination that indemnification of the Director, Officer, former Director, former Officer, or agent, is proper in the
circumstances because he/she has met the applicable standards of conduct set forth in this section. Such
determination shall be made by:
(a)
A majority vote of a quorum of the Board who were not and are not parties to or threatened with any such action, suit
or proceeding; or
(b) If a quorum is not attainable, or if a majority vote of a quorum of disinterested Board members
so directs, in a written opinion by independent legal counsel retained by the Association; or
(c) By a court of competent
jurisdiction; or,
(d) By the court in which such action, suit or proceeding was brought.
Expenses, including attorney fees, incurred in defending any action, suit or proceeding referred to in
this section, may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized
by the Board on behalf of the Director, Officer, former Director, former Officer, or agent provided such person agrees to
repay such amount unless it shall ultimately be determined that he/she is entitled to the above by the Association as authorized
in this section.
The coverage provided in this section shall not be deemed exclusive
of any other rights to which those seeking coverage may be entitled as a matter of law, under any insurance policy purchased
by the Association or under any other agreement approved by the Board.
7.2 Insurance
The Association will purchase and maintain insurance on behalf of itself and
any person who is or was a Director, Officer, employee or agent of the Association, protecting such persons against any liability
asserted against him/her and/or incurred by him/her in such capacity or arising out of his/her status as such, whether or
not the Association would have indemnified him/her against such liability under Section 7.1 of these By-Laws. For purposes
of property insurance on the dock, the cost will be split 50-50 between the POA and DOC.
Section 8 - Miscellaneous
8.1 Books and Records
The books, records and papers of the Association shall, by appointment during reasonable business hours, be available
for review by any Member at the principal office of the Association.
8.2 Conflict
In the case of any conflict between Charter of the CCPOA and these By-Laws, the Charter shall control;
and, in the case of a conflict between the Covenants and these By-Laws the Covenants shall control.
8.3 Reviews of the By-Laws
The By-Laws will be reviewed by the Board annually.
In addition, change recommendations to the By-Laws may be submitted to the Board by Members in Good Standing at any
time.
8.4 Amending the By-Laws
The By-Laws may be amended at any time by a majority of votes cast
by the “Members in Good Standing.”
Section 9 - Summary
of Voting Procedures and Requirements
9.1 Requirements
for validation of votes for:
(a) Changes to the Annual Assessment until the year 2018: 75% of existing lot owners.
(In Accordance with Covenants).
(b) Changes to the Covenants as of the year 2018 and thereafter: Greater than 50%
of existing lot owners. (In Accordance with Covenants).
(c) Initial approval of the By-Laws - Greater
than 50% of the returned ballots from lot owners. (Excluding provisions to the Annual Assessment.)
(d) Changes
to the By-Laws thereafter - Greater than 50% of the returned ballots from lot owners. (Excluding provisions
to the Annual Assessment).
(e) Approval of Annual Budget: Greater than 50% of the returned ballots.
(f) Elections:
Highest number of votes cast for each position.
9.2 To fill a Board vacancy:
Majority vote of the remaining Directors (Officers and Chairs). The person elected
by the Board to fill a vacancy can only remain in office until the original term expires. The Board may
choose to advertise the open position for a period of time in order to allow interested members to apply to fill the vacancy.
9.3 To
reimburse any Board member for out of pocket expenses (direct compensation prohibited):
Majority vote of the Board.
Section 10 - Glossary of Terms
Annual Assessment
The annual membership fee to be paid to the Association in an amount
of $50/year per lot owned by the Member(s), unless changed in accordance with the Covenants.
Charter
Charter of Crystal Cove Property Owners Association, Inc., dated October 14, 1997.
Association
The Crystal Cove Property Owners Association, Inc., a non-profit corporation.
Bluegreen
Bluegreen Corporation of Tennessee, Developer of Crystal Cove.
Board of Directors
The Directors are defined as the Officers of the Association and the Chairpersons of the Dock Owners, Architectural
Control and Property & Maintenance Committees. Collectively, these seven persons shall be known as
the Board of Directors.
Covenants
The “Protective Covenants For Crystal Cove A Residential Subdivision.”
The Covenants were filed on June 9, 1997. They were subsequently refiled by Bluegreen on July 21,
1998.
Development
Crystal Cove subdivision, a residential and recreational area.
Lot
The numbered lots as shown on the recorded subdivision
plats of the property recorded with Roane County.
Member(s)
A Crystal Cove property
owner. For purposes of clarification each lot carries only one (1) vote. Multiple owners
a (i.e. husband and wife) have only one aggregate vote between them for each lot they own.
Member(s) in Good Standing
Members who are current with respect to financial obligations to the
Association; and, who have not had their rights or privileges suspended in accordance with subsection 1.2(a).
Officers
Collective term for the Officers of the Association:
President
Vice-President
Secretary
Treasurer
Owner
(a) Any person, including the Developer, who holds fee
title to a Lot or an undivided interest in fee title to a Lot; or
(b) Any person who has contracted to purchase fee
title to a Lot or an undivided interest in fee title to a Lot under a written agreement, in which case the seller under said
agreement shall cease to be the “Owner” while said agreement is in effect; or
(c) Any lessee of a Lot
under a recorded lease from the Owner of fee title to said Lot for a term of not less than fifty (50) years, in which case
the lessor under said lease shall cease to be the Owner while said lease is in effect.
