Ooltewah, TN 37363
The purposes of this corporation shall be to serve as the homeowners association for the government of Crooked Creek Subdivision, a residential development (the “Subdivision”), in accordance with those certain Declarations of Covenants and Restrictions for Crooked Creek Subdivision as recorded in the Register’s Office of Hamilton County, Tennessee (collectively, the “Declaration”), the Charter and the rules and regulations adopted by the Board of Directors of the Association. In furtherance thereof, the corporation may exercise all powers necessary to or reasonably connected with the corporation’s purposes which may be legally exercised by nonprofit corporations under the Tennessee Nonprofit Corporation Act, as the same exists or may hereafter be amended (the “Act”), and may engage in all activities necessary, customary, convenient or incident to any of the foregoing; provided, however, that in the exercise of any such powers, all activities or contributions shall conform to any applicable restriction imposed on real estate homeowners associations by the Internal Revenue Code of 1986, as amended and the regulations thereunder.
2.1 Principal Office. The principal office of the Association shall be located at 7920 Bridle Brook Court, Ooltewah, Hamilton County, Tennessee 37363, or at such other place within the State of Tennessee as shall be lawfully designated by the Board of Directors.
2.2 Registered Office. The registered office of the Association, required by the Act to be maintained in the State of Tennessee may be, but need not be, identical with the principal office in the State of Tennessee, and the address of the registered office may be changed from time to time by the Board of Directors.
3.1 Eligibility. Every Person who is the record owner of a joint owned divided fee interest in any Lot (as such term is defined in the Declaration) shall be deemed to be a “Member” of the Association. Membership shall be appurtenant to and may not be separated from such fee interest ownership, and any transfer of a Lot shall operate automatically to transfer to the new record owner the membership in the Association appurtenant thereto; provided, however, the foregoing is not intended to include persons who hold an interest in a Lot merely as security for the performance of an obligation, and the giving of a security interest shall not terminate a Member’s membership in the Association. In the event of multiple ownership of any Lot, or ownership by an entity, the record owner(s) shall designate a Member and submit the identity of such Member to the Association. Such designation shall remain in effect until the record owner(s) notifies the Association of a change in such designation.
3.2 Intentionally Omitted
3.3 Annual Meetings. An annual meeting of the Members shall be held on the first Sunday of October of each year, or at a time which is within the period beginning ninety (90) days prior to the close of any fiscal year and ending ninety (90) days following the close of any fiscal year if the notice of the meeting designates it as an annual meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Tennessee, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon there after as convenient.
3.4 Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by the Act, may be called by the President, the Secretary, or by a majority of the Board of Directors, and shall be called by the secretary if the holders of at least ten percent (10%) of all the votes to be cast on any issue proposed to be considered at the proposed special meeting, sign, date and deliver to the Secretary, one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
3.5 Place of Meetings. The Board of Directors may designate any place within Hamilton County, Tennessee, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Association in the State of Tennessee.
3.6 Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by the Act, be delivered not less than ten (10) days nor more than one (1) month before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other person or persons calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid, addressed to the Member at the address as it appears on the records of the Association, unless any such Member shall have filed with the Secretary a written request that notices intended for such Member be mailed or delivered to some other address designated in such request.
3.7 Fixing of Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or in order to make a determination of Members for any other proper purpose, the Board of Directors of the Association may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than seventy (70) days and, in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action, requiring such determination of members, is to be taken. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.
3.8 Voting List. The officer having charge of the membership records shall make a complete list of the Members entitled to notice of a meeting, arranged in alphabetical order, showing the address and number of votes each Member is entitled to vote at the meeting. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting for the purposes thereof.
3.9 Quorum. Ten percent (10%) of the votes entitled to be cast on a matter must be represented in person or by proxy at a meeting of Members to constitute a quorum. When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present. If a quorum exists, action on a matter (other than the election of Directors) is approved if the votes cast favoring the action exceed the votes opposing the action. Directors shall be elected by a plurality of the votes cast by the Members entitled to vote in the election at a meeting at which a quorum is present.
3.10 Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
3.11 Voting. Each Lot Owner is entitled to one (1) vote for each Lot owned by such Lot Owner on each matter submitted to a vote of a meeting of Members. If any Lot Owner consists of more than one (1) person, the voting rights of such Lot Owner shall not be divided, but shall be exercised as if the Lot Owner consisted of only one (1) person in accordance with the proxy or other designation made by the persons constituting such Lot Owner. The Developer (as defined in the Declaration) may exercise the voting rights with respect to any Lots owned by it. If a Lot Owner is a trust, then the voting rights of said Lot Owner may be exercised by a beneficiary of such trust, and if a Lot Owner or such beneficiary is a partnership, then the voting rights of such Lot Owner or beneficiary may be exercised by a general partner of such Lot Owner or beneficiary, and if a Lot Owner or such beneficiary or such partner is a corporation, then the voting rights of said Lot Owner, beneficiary or partner may be exercised by an officer or duly authorized agent of that corporation.
3.12 Action by Written Ballot. Any action which may be taken at any annual or special meeting of Members may be taken without a meeting if the Association delivers a written ballot to every Member entitled to vote on the matter. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval of an action of the Members by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the 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. All solicitations for votes by written ballot shall: (a) indicate the number of responses needed to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter other than election of directors; and (c) specify the time by which a ballot must be received by the Association in order to be counted. A written ballot may not be revoked.
3.13 Action Without A Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, if all Members entitled to vote on the action consent to taking such action without a meeting. The affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting is the act of the Members. The action must be evidenced by one or more written consents describing the action taken, signed by each Member entitled to vote on the action in one or more counterparts, indicating each signing Member's vote or abstention on the action and delivered to the Association for inclusion in the minutes of the proceedings of the Members.
4.1 General Powers. The business and affairs of the Association shall be managed under the authority and direction of its Board of Directors. The Board shall have the following powers and duties: (a) to elect and remove the Officers of the Association as hereinafter provided; (b) to administer the affairs of the Association and the Common Areas, including the purchasing of casualty and liability insurance and officers and directors liability insurance; (c) to formulate policies for the administration, management and operation of the Common Areas; (d) to adopt rules and regulations, with written notice thereof to all Lot Owners, governing the administration, management, operation and use of the Common Areas; (e) to provide for the maintenance, repair, and replacement of the Common Areas , certain elements of the Subdivision as set forth in the Declaration and other expenses authorized by the Declaration and payments therefor; (f) to provide for the designation, hiring and removal of employees and other personnel, including a professional manager or management company, accountants and attorneys, and to engage or contract for the services of others, and to make purchases for the maintenance, repair, replacement, administration, management and operation of the Common Areas, and other expenses authorized by the Declaration; (g) to appoint committees of the Board and to delegate to such committees the Board’s authority to carry out certain duties of the Board; (h) to designate an architectural standards review board in accordance with the Declaration; (i) to determine the fiscal year of the Association and to change said fiscal year from time to time as the Board deems advisable; (j) to estimate the amount of the annual budget, and to provide the manner of assessing and collecting from the Members their respective shares of such estimated expenses, as hereinafter provided; (k) to exercise any other powers and duties ascribed to the Board in the Declaration; and (l) unless otherwise provided herein or in the Declaration, to comply with the instructions of a majority of the Members, as expressed in a resolution duly adopted at any annual or special meeting of the Members. “Common Areas” shall means and includes the landscape easements, and any plants, trees, shrubs, flowers, grass, and other landscaping items, and any signage, lighting, irrigation system, or other related items thereon, any property in the Subdivision that is not contained within the boundaries of any Lot, the street lamps, sidewalks and all other parts of the Subdivision desirably or rationally of common use, but excluding any property that has been dedicated to any governmental authority for public use.
4.2 Election and Term of Office. The Association shall be governed by a Board of Directors (the “Board”) composed of three (3) individuals (collectively, the “Directors” and each a “Director”) appointed or elected as provided in these Bylaws. The initial Board of Directors shall be an interim board composed of those individuals named in the Charter of the corporation (the “Interim Board”). The Interim Board shall have and shall exercise all powers and obligations given to the Board by these Bylaws. At the first meeting and at each annual meeting thereafter, Directors shall be appointed or elected as follows: (a) So long as the Developer owns one (1) or more Lots in the Subdivision or has not otherwise released its rights in the Association pursuant to the terms of the Declaration (whichever is the first to occur), the Developer may appoint one (1) Director to serve for a one (1) year term. The Director appointed by the Developer is not required to be a Member. (b) The remaining Directors , including those seats, if any, as to which the Developer may decide, from time to time, not to exercise its appointment right, shall be elected by majority vote of the Members to serve a one (1) year term. Directors elected by the Members are required to be Members. Voting by proxy is allowed. Any Director so appointed or elected may be appointed or elected to subsequent terms as a Director without limitation.
4.3 Qualification. Except for members of the Interim Board and any Director appointed by the Developer, each Director shall be a Member. If a Director shall cease to be a Member during that Director’s term, he or she shall thereupon cease to be a Director and such place on the Board shall be deemed vacant.
4.4 Vacancies. Any vacancy occurring in the Board shall be filled by majority vote of the remaining Directors. Any Director so elected to fill a vacancy shall hold office for the remainder of the unexpired term.
4.5 Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of the Members. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Tennessee, for the holding of regular meetings without other notice than such resolution.
4.6 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, within Hamilton County, Tennessee, as the place for holding any special meeting of the Board of Directors called by them.
4.7 Notice of Meetings. Notice of any special meeting shall be given at least forty-eight (48) hours previously thereto by written notice delivered personally or mailed to each Director at the address as it appears on the records of the Association, unless any such Director shall have filed with the Secretary a written request that notices intended for him be mailed or delivered to some other address designated in such request. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular, or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
4.8 Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4.9 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.10 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting. If all Directors consent to taking such action without a meeting, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting is the act of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the proceedings of the Directors.
4.11 Resignation and Removal. Any member of the Board may resign at any time by giving written notice to the President or the remainder of the Board members. The Members may remove one (1) or more Directors elected by them with or without cause by a majority vote of the Members.
4.12 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
4.13 Compensation. Directors shall receive no compensation for their services as directors unless expressly authorized by the Members of the Association. By resolution of the Board of Directors, each Director may be paid his direct, reasonable, out of pocket expenses, if any, of attendance at each meeting of the Board of Directors.
4.14 Presumption of Assent. A Director of the Association who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless; (a) he/she objects to holding the meeting or transacting business at the meeting at the beginning of the meeting (or promptly upon his arrival); (b) his/her dissent or abstention shall be entered in the minutes of the meeting; or (c) he/she delivers written notice of dissent or abstention to the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
4.15 Committees. (a) Members. The Board of Directors may create one (1) or more committees. A committee may have one (1) or more natural persons. Members of committees may be members of the Board of Directors or other Members of the Association, and they shall serve at the pleasure of the Board of Directors. (b) Authority. To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under T.C .A. §48-58-IOI, or any successor statute. A committee shall not, however: (i) authorize distributions; (ii) approve or recommend to Members dissolution, merger or the sale, pledge or transfer of all or substantially all of the Association’s assets; (iii) elect, appoint or remove Directors or fill vacancies on the Board or on any of its committees; or (iv) adopt, amend or repeal the Charter or Bylaws of the Association. (c) Meetings: Committees shall meet from time to time on call of the President or of any one (1) or more members of the particular committee. The requirements for meetings, action without meetings, notices, and waivers of notice of the Board of Directors shall apply to any committee which the Board shall establish. A committee shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after the action has been taken. All such proceedings shall be subject to revision or alteration by the Board of Directors, except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration. (d) Quorum and Voting. The quorum and voting requirements of the Board of Directors also shall apply to any committee which the Board shall establish. (e) Removal. The Board of Directors shall have power to remove any member of any committee at any time, with or without cause, to fill vacancies, and to dissolve any such committee.
5.1 Election. At each regular annual meeting, the Directors present shall elect the following officers of the Association by a majority vote. Any two or more offices may be held by the same person, except the offices of President and Secretary. If the elections of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient.
5.2 Term of Office. Each officer shall hold office for a term of one (1) year and until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.
5.3 Resignation and Removal. Any officer may resign at any time by giving written notice to the President and the Board. Any officer or agent may be removed by majority vote of the Board of Directors whenever in its judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of any officer or agent shall not of itself create contract rights.
5.4 Vacancies. Vacancies in any office shall be filled by the Board by a majority thereof at a special meeting of the Board. Any officer so elected to fill a vacancy shall hold office for the remaining unexpired term.
6.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
6.2 Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Members. Such authority may be general or confined to specific instances.
6.3 Checks, Drafts. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
6.4 Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositaries as the Board of Directors may select.
Whenever any notice is required to be given to any Member or Director of the Association under the provisions of these Bylaws or under the provisions of the Charter, or under the provisions of the Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
8.1 Indemnification. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he/she is or was a director or officer of the Association shall be indemnified and held harmless to the fullest extent permissible under and pursuant to the Act against all expenses, liabilities and losses (including, but not limited to counsel fees, judgments, fines and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such person may have or hereafter acquire and, without limiting the generality of the foregoing, he/she shall be entitled to his rights of indemnification under any agreement, vote of members, provision of law, or otherwise, as well as his rights under this section.
8.2 Insurance. The Board of Directors may cause the Association to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Association, against any liability asserted against such person and incurred in any capacity or arising out of such status, whether or not the Association would have power to indemnify such person.
8.3 Expenses. Expenses incurred by a director or officer of the Association in defending a civil or criminal action, suit or proceeding by reason of the fact that he is, or was, a director or officer of the Association shall be paid by the Association in advance of the final disposition of such action, suit or proceeding if: (a) the director or officer furnishes the Association a written affirmation of his/her good faith belief that he/she has met the standard of conduct described in T.C.A. §48-58-502 or is immune from suit under the provisions of T.C.A. §48-58-601; (b) the director or officer furnishes the Association a written undertaking, executed personally or on his/her behalf, to repay any advances if it is ultimately determined that he/she is not entitled to indemnification; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Act.
9.1 Annual Budget. The Board shall cause to be prepared and shall adopt and distribute to all Lot Owners a detailed estimated proposed annual budget for each fiscal year of the Association. Such budget shall set forth with particularity all anticipated expenses by category as well as all anticipated assessments, other income, and cash requirements for the year. Such budget shall also set forth each Lot Owner’s proposed annual assessment. To the extent that the aggregate assessments and other cash income collected from the Lot Owners during the preceding year are more or less than the expenditures for such preceding year, the surplus or deficit, as the case may be, shall also be taken into account in the budget. The annual budget shall also provide for reserve for contingencies and a reserve for replacements, in reasonable amounts as determined by the Board. Each Lot Owner shall receive a copy of the proposed annual budget at least thirty (30) days prior to the adoption thereof by the Board.
9.2 Assessments. Unless otherwise direct by the Board, on or before the first day of each quarter of each year (i.e., January 1, April 1, July 1 and October 1), each Lot Owner shall pay; as the Lot Owner’s respective assessment for the expenses set forth in the budget, such Lot Owner's proportionate share of the expenses for the applicable year as shown in the annual budget. Notwithstanding the foregoing, Lots owned by the Developer or builders will be assessed at fifty percent (50%) of the regular assessment.
9.3 Partial Year or Month. If any fiscal year is less than a full year, then the assessment for each Lot Owner shall be proportionate to the number of months and days in such period covered by such budget.
9.4 Annual Report. Within ninety (90) days after the end of each fiscal year covered by an annual budget, or as soon thereafter as shall be practicable, the Board shall cause to be furnished to each Lot Owner an itemized accounting of the Common Expenses for the preceding year actually incurred and paid, together with a tabulation of the amounts collected pursuant to the budget or assessment, and showing the net excess or deficit of income over expenditures, plus reserves.
9.5 Supplemental Budget/Assessments. In the event that during the course of any year, it shall appear to the Board that the annual assessment, determined in accordance with the estimated annual budget for such year, is insufficient or inadequate to cover the estimated Common Expenses for the remainder of such year, or if there shall be any nonrecurring Common Expenses or any Common Expenses not set forth in the annual budget as adopted, then the Board shall prepare and approve a supplemental budget covering the estimated deficiency for the remainder of the year, or such nonrecurring expenses or other Common Expenses, copies of which supplemental budget shall be furnished to each Lot Owner, and thereupon a supplemental assessment shall be made against each Lot Owner for such Lot Owner's proportionate share thereof.
9.6 Liens. (a) Duty of Owners. It shall be the duty of every Lot Owner to pay such Lot Owner’s Assessment, which represents such Lot Owner’s proportionate share of the Common Expenses as provided in the Declaration and as assessed in the manner herein provided. (b) Lien Upon Failure to Pay Assessments. If any Lot Owner shall fail or refuse to make any such payment of the Common Expenses within thirty (30) days of when due, the amount thereof, together with a late fee or charge in such amount as is prescribed from time to time by the Board, and further together with interest on such late Common Expense payment at the maximum contract rate per annum permitted by applicable law, or at such lesser rate as approved by the Board, from and after the date on which said Common Expenses become due and payable, shall, without necessity of recording any lien instrument, automatically constitute a lien, enforceable by the Board, on the Lot of such Lot Owner; provided, however, that the Board, at its option, may record a notice of such lien in the Registers Office of Hamilton County, Tennessee (“ROHCT”) to provide public notice of its existence. Such lien in favor of the Association shall be subordinate to the lien of any first mortgage which is recorded in the ROHCT prior to the date such lien for unpaid Common Expenses attached. If the holder of a first mortgage which is recorded in the ROHCT prior to the date such lien for Common Expenses attached, obtains title to the Lot covered by such first mortgage by reason of foreclosure or deed in lieu of foreclosure, such holder, its successors or assigns, shall take such Lot free of any claims for unpaid Common Expenses, except for the amount of said proportionate share of such Common Expenses which become due and payable from and after the date on which such holder either takes possession of the Lot, or accepts a conveyance, transfer or assignment of the Lot (other than as security) in lieu of any foreclosure of such first mortgage, or forecloses or flies suit to foreclose its first mortgage or causes a receiver to be appointed to take possession of the Lot. This provision shall not prevent the Association from enforcing any rights to which it is entitled against the prior Lot Owner. The provisions of this Section 9.6(b) shall not be amended, modified or rescinded without the prior written consent of all persons who are holders or owners of a first mortgage recorded in the ROHCT prior to the date of such amendment, modification or rescission. (c) Suit to Foreclose Lien Upon Failure to Pay Assessments. The Association or its successors and assigns, or the Board or its agents, shall have the right to maintain a suit to foreclose any such lien, and there shall be added to the amount due the costs of said suit and other fees and expenses, together with legal interest and reasonable attorneys fees to be fixed by the court. The Board or the Association shall have the authority to exercise and enforce any and all rights and remedies as are provided or permitted at law or in equity, for the collection of all unpaid assessments. (d) Suit for Money Judgment. A suit to recover a money judgment for unpaid assessments may be maintained without foreclosing or waiving the lien securing the same, and a foreclosure may be maintained notwithstanding the pendency of any suit to recover a money judgment.
9.7 Records and Statement of Account. (a) The Board shall cause to be kept detailed and accurate records, in chronological order, of the receipts and expenditures affecting the Common Areas, specifying and itemizing the Common Expenses incurred. Such records and the vouchers authorizing the payments involved shall be available for examination by the Lot Owners at convenient hours during weekdays. Payment vouchers may be approved in such manner as the Board may determine. (b) The Board shall, upon receipt of ten (10) days written notice to it or the Association, furnish to any Lot Owner a statement of such Lot Owner's account setting forth the amount of any unpaid assessments or other charges due and owing from such Lot Owner.
9.8 Statement of Account in Case of a Proposed Sale. In the event of a proposed sale of a Lot by a Lot Owner, and within ten (10) days after receipt of a written request from a Lot Owner, the Board shall provide such Lot Owner with a statement containing the following information: (a) The status of said Lot Owner 's account and the amount of any unpaid assessments or other charges due and owing from the Lot Owner; (b) a brief description of any expenditures for major repairs, alterations, additions or improvements to the Common Areas which are anticipated by the Board for the period of twelve (12) months from the date of the statement; and (c) The status and amount of any and all reserves.
9.9 Holding of Funds. All funds collected hereunder shall be held and expended for the purposes designated herein and shall be deemed to be held for the benefit, use and account of all of the Lot Owners.
For purposes of these Bylaws, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Declaration.
11.01 Businesses. Nothing contained in these Bylaws shall be construed to give the Board the authority to conduct any business for profit on behalf of the Association or any Member.
11.02 Amendment. These Bylaws may be amended, modified, or revoked in any respect from time to time by not less than two-thirds (2/3rds) of the affirmative vote of those Members of the Association who are present or represented at a meeting duly called for that purpose; provided, however, that the contents of these Bylaws shall always contain those particulars which are required to be contained herein by the laws of the State of Tennessee. Notwithstanding the foregoing, any amendment shall not be required to be recorded with the ROHCT but must be kept on file with the Developer or the Secretary and available to all Owners upon written request.
11.03 Notices. Any notice required to be sent to any Lot Owner under the provisions of these Bylaws shall be deemed to have been properly sent, and notice thereby given, when mailed, postpaid, to the last known address of the Lot Owner on the records of the Association at the time of such mailing. Notice to one of two or more co-owners of a Lot shall constitute notice to all co-owners. It shall be the obligation of every Lot Owner to immediately notify the Secretary in writing of any change of address. Any notice required to be sent to the Board, the Association or any officer thereof, under the provisions of these Bylaws shall likewise be deemed to have been properly sent, and notice thereby given, when mailed, postpaid, to such entity or person at the principal office address with a copy to the following address: Crooked Creek Homeowners Association, Inc. P.O. Box 2331 Ooltewah, Tennessee 37363-2331
11.04 Conflict. In the event of any conflict between these Bylaws and the provisions of the Charter, the latter shall govern and apply. In case of any conflict between the Declaration and these Bylaws, the Declaration shall control and govern.
11.05 Nonwaiver of Covenants. No covenants, restrictions, conditions, obligations or provision contained in the Declaration or these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.
11.06 Agreements Binding. All agreements and determinations lawfully made by the Association in accordance with the procedures established in the Declaration and these Bylaws, shall be deemed to be binding on all Lot Owners, their heirs, successors and assigns.
11.07 Severability. The invalidity of any covenant, restriction, condition, limitation or any other provisions of these Bylaws, or of any part of the same, shall not impair or affect in any manner the validity, enforceability or effect of the remainder of these Bylaws.
11.08 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 Declaration, the Charter and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable costs.
11.09 Effective Date. The Bylaws have been adopted by the Board of Directors and shall be effective as of July 21, 2006.
In witness whereof, the undersigned Directors have adopted and approved these Bylaws of Crooked Creek Homeowners Association, Inc. as of the 21st day of July, 2006, and have executed these Bylaws on the dates set forth opposite their respective signatures below.
Adopted: July 21, 2006
ByLaws of Crooked Creek Homeowners Association, Inc. (A Tennessee Nonprofit Corporation)
That certain real estate which comprises Crooked Creek Subdivision, as shown by plat recorded in Plat Book 63, Page 21 in the Register's Office of Hamilton County, Tennessee, as supplemented by plats recorded in the Register's Office of Hamilton County, Tennessee, in Plat Book 63, Page 139, Plat Book 65, Page 74, Plat Book 67, Page 63, Plat Book 67, Page 178, Plat Book 70, Page 75, and Plat Book 73, Page 117.
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