Page 1

nY-LJ\WS OF CHATEAU ROYJ\L ASSOCIATION,

INC.

FOR THE ADMINISTRATION OF THE CIlATEAU noYI\L CONDOMINIUMS

ARTICLE I NAtlE I\ND LOCATION

The name of the corporation is Chateau Royal l\ssociation,

Inc., hereinafter referred to as the IIAssociation ll ..

The

principal office of the corporation shall be located at

One LeFleur Squilre, 4735 Old Canton Road,

Jac~son,

t1ississippi

39211.

I\RTICLE II PURPOSE

The purpose of the Association is to administer a condominium project known as Chateau Royal Condominiums (herein sometimes called the "Property")

and to do and

perform <Jny and all other things, matters or acts requ'ired

by or permitted to the co-owners of units in Chateau Royal

Condominiums under the Mississippi Condominium Law.

I\RTICLE III DEFINITIONS

The definitions set out in the Declaration of Restrictions to which these By-Laws are attached as an Exhibit are hereby incorporatf:d herein by reference as if copied verhatim. BXHIBIT "BII TO DECLARi\TION OF RESTRICTIONS ESTI\DLISliiNG CJlI\TEI\U ROYAL CONDOMINIUMS

0-1


J\RTICLE IV MEMBERS, MEETING, J\ND VOTING RIGIITS OF MEMBERS

Section 1.

a.

The owner of each unit within Chateau

Royal Condominiums shall constitute the members of the Association.

Where a unit is owned by mQre than one person

or other legal (

: to,. ')nly one of them shall be a member of

the Association to the end, and for the purpose, that there

shall be only one member of the Association and one vote in Association business for each unit.

Where a unit is owned

by more than one party, the said co-owning parties shall

determine among themselves which of them shall be the member and they shall certify their selection to the secretary of the

Association in a writing signed by all co-owners of the unit. In case the co-owners of a unit cannot

ag~ee

which of them

shall be the member, or otherwise fail to certify to the Association which of them is the rrember, then the Boal"d of

Directors may designate one of the co-owners as the member for the unit.

(b)

Whenever a change in the ownership of a unl t occurs,

it shall be the responsiblility of the new owner or owners to notify the Secretary

of

the Association of such change and

furnish the Secretary with such evidence of the change in ownership as the Secretary may require (such as a certified copy of the deed or the last will and testament under which

ownership was acquired).

Section 2.

Annual Meetings.

The first annual meeting

of the members may be held, when called by the Developer- upon ten (10) days

I

notice, at any time and shall be held within

sixty (60) days after sixty (60) units within Chateau Royal

B-2

."


Condominiums are conveyed to un owner other than the Developer.

Each sUbsequen t regular meeting of the members

shall be held on the saP.le clay of the same month of each year thereafter at the hour of 7 :00 P.M., or upon such other day as shall be selected by a majori ty of the members.

If the

day for the annual meeting is a legal holiday, the rooeting will be held on the first day following which is not a legal holiday.

Section 3.

Special Meetings.

Special meetings of the

~~er.\bers may b_e c~~~~_~~n~___~~~~_~y t~_e pr~~_~~~~?:__~X_ the aoard .. of Directors, or ----_ _- --_. __ .. ----- _...

upon written request of members .. -.-._--- -- - - - - - - - - - - - -

"--'

entitled to cast one-third (1/3) of the number of votes entitled to be cast by all members.

S0.ct.ion 4.

tJoticc of t4cetings.

Written notice of

meetings stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or p.lrposes for which the meeting is called and the person or persons calling the meeting shall be delivered, either personally or by mail, to each

me~ber

at this address as it appears on the

books of the Association.

If mailed, such notice shall be

delivered not less than ten (l0) nor more than thirty (30) days before the date of the meeting and shall be deemed delivered when actually received by the member.

section 5.

Quorum.

The presence at the meeting of

members entitled to cast, or of proxies entitled to cast, at least a majority of the total number of votes entitled to be cast shall consti tute u quorum for any actions, except otherwise provided in the Charter of Incorporation, the

B-3

as


Declaration of Restr ic tions, or these By-Laws.

If, however,

such quorum shall not be present or represented at any meeting, the members enti tled to vot.e thereat shall have power to adjoUlm the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present or be represented; and at the meeting following such adjournment the quorum shall consist of one-half (1/2) of the required quorum at the

Section G.

Proxies.

preced~ng

meeting.

At all meetings of members, each

member may vote in person or by proxy. in writing and filed with the Secretary.

All

proxie~

shall be

Each proxy shall

be revocable and shall automatically cease upon conveyance by the member of his condominium unit.

section 7.

(a)

voting Rights.

Each member shall be entitled to one vote for each

condominium unit owned by him and as to which he is the Association member for said unit provided that all assessments against such unit which are then due have been paid.

(b)

Notwithstanding the foregoing,

the Developer,.,.9.s"

the original owner _~~l ur:i:.~_ ....~_n _J;..b~.... g9ndQ..minitlln ._.P.roj-.e.c_t,

shall be entitled to three (3) votes for each unit owned by ---- ..

~-.

~--.----.--

_._. __ .-_.-

it and remaining unsold until such ti~.~_ as 9i~ty .J6qJ .. 9.f t.!le units are sold and transferred, or until the expiration of five (5) years from the date of recording the Declaration of Restrictions, whichever last occurs.

D-4


ARTICLE V BOARD OF DIRECTORS - SELECTION - TERM OF OFFICE

Section 1.

The affairs of this Association shall. be

managed by a Board of not less than three (3) nor more than nine (9) Directors, each of whom shall be a member of the

Association or in the event of ownership of a unit by a partnership, trustee, corporation, or other entity, a partner, trustee, officer, or other designated representative. number of Directors shall be fixed at the, first nesting

The o~

the Association, and may be changed at any subsequent meet-

ing of the Associationj provided, however, that any Director may complete his term of office despite any decrease in the

number of Directors, unless removed from office, as herein provided.

~

Section 2.

Term of Office.

At the firs t n-eeting, the

members shall elect one-third (1/3) of the Directors for a term of one (1) year, one-third (1/3) of the Directors for a term of two (2) years, and the remaining Director(s) for a term of three (3) years; and at each annual meeting thereafter, members shall elect a Director or Directors, as the case may be, for a term of three (3) years to replace the outgoing Director or Directors.

Section 3. remov~~

Removal or Resignation.

Any Director may

from the Board with 'or wiU10ut cause by a majority

of the total number of votes entitled to be cast by all members of the Association.

If any Director shall cease to be

the owner of a unit, or of an interest therein or shall cease to be a partner, trustee, officer or other designated representative of a partnership, trustee, corporation or other

B-S


entity owning a unit, he shall immediately resign Director.

a8

such

In the event of death or resignation or removal

of a Director, his successor shall be selected by the remaining members of the Board (although less than a quorum exis ta) or by the vote of members enti tled to cast a majori ty of the votes entitled to be cast by all rrembers, and shall serve for the unexpired term of his predecessor.

Section <1.

Compensation.

No Director shall rec"eive

compensation for any service he may render to the Association as Director; however, any Director may be reimbur~ed for his actual expenses incurred in the

Section 5.

p~rformance

of his duties.

Action 'faken Hithout a Meeting.

The

Directors shall have the right to take any action in the absence of a meeting by obtaining the written approval of-all of the Directors.

Any action so approved shall have the same

effect as tllough taken at a meeting of the Directors.

IIRTICLE VI HOMINIITION liND ELECTION OF DIRECTORS

section 1.

Nomination.

Nomination for election of the

Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting.

The Naninating Committee shall "consist of a

Chairman, who shall be a member of the Doard of Directors, and two or more members of the Association.

The Nominating

Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the cl"ose of the next

Il-6


annual meeting and such appointfl).ent shall be announced at each annual meeting.

The Nominating committee shall make

as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

Section 2.

Election.

Election to the Board of

Directors shall be by ballot.

At such elections, the mern-

bers or their proxies may cast, in

resp~ct

to each vacancy,

as many votes as they are entitled to exercise under the provisions of the Declaration.

The persons receiving the

largest number of vot~~~_~ll_b~~!~~.!:ed.

Cumulative voting

shall be permitted.

ARTICLE VII MEETINGS OF DIRECTORS

Section 1.

Regular

Mceti~.

Regular meetings of the

Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to resolution of the noard.

tlm~

by

Should said meeting fall upon a

legal holiday, then that meeting shall be held l\t the same time on the next day which is not a legal holiday.

Section 2.

Special ~1cetings.

Special F.leetings of _~_~~

Board of Directors shall--be held when -.-cnlled by the ---President -----'---._-----,. -.--.-.-- .. -... -------.-~--.

of the

r;;;:' Associati~~~..)-~~.-a-nY...-~w~-J-~L--~-~~-E!.c-~?F.~.! .. -- _. __.

1 es s_._~~_an-.!i v~1.~.L_4_~:(~~_~?~t:~.9~.!_~.3..~~J~ __ .Q~~c::~~0 ._-

-~-

----~--------

-,."

after_DQ..t A wai vcr

of notice in writing sifJned by the person entitled to such notice, whether before or after tile time

of

shall be deemed equivalent to such notice.

B-7

the rreeting,

. . '),r


Section 3.

Quorum.

A majority of the nUmber of Directors

shall constitute a quorum for the transaction of business. Bvery act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.

IIRTICLE VIn POI1ERS liND DUTIES OF THE DOIIRD OF DIRECTORS

Section 1.

Powers.

The Board of Directors shall h,ave

power to:

(a)

adopt and publish rules and regulations governing

the use of the Common Area and facilities, and the personal conduct of the members and their guest thereon, and to establish penalties for the infraction thereof;

(b)

suspend the right of co-owners to use of the

recreational facilities during any period in which he shall bo in default in the payment of any assessment levied by the Association.

Such riglit may also be suspended after notice

and hearing before the

~oard,

for a perio,d not to exceed

!31xty (60) days路 for infraction of published rUles and rG(]ulations;

(c)

exercise for the Association all powers, duties

and authority vested in or delegated to this Association and not reserved to the membership by other provision of these By-Laws, the Charter, or the Declaration of Restrictions;

U-B


(d)

declare the offices of a member of the Board of

Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Doard of Directors; and

(e)

authorize the officers to enter into one or more

management agreements with third parties in order to facilitate efficient operation of the Property.

It shall be the primary

purpose of such management agreements to

provid~_fo~_~~_

--~---.----~~--------'

administration, management, repair and maint.enance of _..~~ Property, all improvements included therein and designated as common areas and elements, and the receipt and disbursement - - - -~----- ..---------.-of funds as may. be authorized by the Board of Directors. The .--~---".------.~-

terms of said management agreements shall be as determined by the Board of Directors to be in the best interests of the members, and shall be subject in all respects to the charter of the Association, these By-Laws and the Declaration Of. Res tr ictions .

Section 2.

Duties.

It shall be the duty of the Board of

Directors to:

(a)

cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual rreeting of the members, or at any special meeting when such statement is requested in writing by members entitled to cast one-third (1/3) of the number of votes entitled to be CÂŁlst by all members;

(b)

supervise all officers, agents and EPloYryof the Association, and to see that thejr c1\ltig? ~re

properly

perform~dl

8-9

Hz. /


(c)

as more fully provided in the Declaration of Restrictions to:

(1)

fix the amount of the annual assessment against cnch unit at least thirty (30) days in advance of each annual assessment period i

(2)

send wri tten notice of each assessment to every ot-Tner subject thereto at least ten (10) ~ent

(3)

days in advance of eac"h annual

X

ass~ss-

period; and

foreclose the lien against any unit for which assessments are not paid within the time fixed by the Board of Directors or to br ing an action at law <:HJai ns t the owner personally obligated to pay the same;

(d)

issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of" these certificates.

If a

certificate states an assessrClent has been paid, such certificate shall be conclusive evidence of such payment;

(e)

procure .:1nd maintain adequate insurance all as set out more fully in the Declaration of nestrictions; provided that failure to maintain insurance or failure to maintain adequate insurance shall not

0-10


render the Directors personally liable for the amount of any loss resulting therefrom;

(f)

cause all officers or employees having fiscal responsibilities to be bonded, as it may deem

x

appropr iate;

(g)

cause the Common Elements and l\reas to be maintained;.

IIRTICLE IX OFFICERS lIND THEIR DUTIES

Section 1.

enumeration of o.ffices.

The officers or

this Association shall be a President and Vice-President, who shall at all times be members of the a

S~crctary

noar~

of Directors,

and a Treasurer, and such other officers as the

lloard may from time -to time by resolution create.

Section 2.

Election of Officers.

The election of

officers shall take place at the first meeting of the f30ard of Directors following each annual meeting of the members.

Section 3.

Term.

The officers of this Association

shall be elected annually by the TIoard, and each shall hold office for one (1)

year unless he shall sooner resign, or

shall be removed, or otherwise be disqualified to serve_.

SGction 4.

Special Appointments.

The Board may elect

such other officers as the affairs of the Association may require, 'each of whom shall hold office for such period, have such authority, and perform such duties as the Board may,

from time to time, determine. l,J-ll

I-


section 5.

RG!signation and Removal.

l\ny officer may

be removed from office with or wif:hout cause by the Board. Any officer may resign at any time <Jiving written notice to the Board, the President or the Secre tary.

Such resignation

shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein,

tl18

acceptance of such resignation shall

hot be necessary to make it effective.

Section 6.

Vacancies.

A vacancy in any office may be

filled by appointment by the Board.

The officer appointed

to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7.

Multiple Offices.

The offices of Secretary

and Treasurer may be held by the s~~-=---per:_~~n.

I.JO person

x

shall simultaneously hold more than one of any of the other offices except in _the case of special offices cn::C\tcd pursuant to Section 4 of this Article.

Section 8. follows

Duties.

The duties of the off.icers are as

I

President

--r:-

(a)

The President shall preside

at~all

meetings of the

Board of Directors and all meetings of the members

j

shall

see that orders and resolutions of the Doard and of the members are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.

0-12

)<


Vice-Preoidont

(b)

The Vice-President shall act in the place and

stead of the President in the event of his absence, in芦bility or refusal to act duties as

I

and shall exercise and discharge such other

may be required of him by the Donrd.

Secretary

(c)

The Secretary shall record the votes and keep the

minutes of all meetings and proceedings of the Sonrd and of the members; keep appropriate current recor.ds showing the members of the Association together with their 0ddresses, and shall perform such other duties as required by the

Board.

Treasurer

(d)

The Treasurer shall receive and deposit in

~Q.::

priate bank. accounts all monies of the Association and

sh~ll

disburse such funds as directed by resolution of the Bo Directors; shall sign all

check.~

oL

and promissory notes of the

Association; keep proper books of account; cause an annual audi t of the Association books to be made by a p!1bJ i'c_ accountant at the completipn of each fiscal year; prepare an annual budget and a statement ~i tures

to be presented to.

and shall

of路i~com~

t!t~L~~~~Esh ir: ___ ~~.~!:..s re~!.~r

annu,al meeting, and deliver a copy of each to tJle members.

D-lJ

xxx


ARTICLE X COHMIT'l'EES

Section 1.

-The association shall appoint an ArchitecturaL.

.Control Committee as provided in the Declaration of Restrictions and a Nominating Committee as provided in these Oy-Laws.

In

addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purposes, such as:

(1)

A Recreation Committee which shall advise the Board

of Directors on all matters pertaining to the recreational program and activities of the Accociation and shall perform such other functions as the Board in its discretion, determines i

(2)

A Maintenance Commi ttee which shall advise the Board

of Directors on ---------

all matters pertaining to the maintenance f ._--- -_.. _-"-----_. -~-.---

repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines;

(3)

A Publicity Committee which shall inform the rrem-

bers on all activities and functions of the Association and shall, afte-r consulting with the Board of Directors, make such public releases and' announcements as are in the best interests of the Association1 and

(4)

An Audit Committee which shall supervise the annual

XK

audit of the Associations's books and approve the annual budget and statement of income and expendit'!E8S sented to the membership at its regular

annu~!

tg,_~~e£.e­ meeti~~.

The

Treasurer shall be an Ex-officio member of the Committee.

--------------------------

x

XX

0-14

----~


Section 2.

I t shall be the duty

of

each cOImni ttee to

receive complaints from mCTi1bers on any mattel:" involving l\ssociation functions, duties and activities within its field of responsibility.

It shall dispose of such complaints

as it deems appropriate or rcfer ther.l to such other commi ttee, Director or officer of the Association as is further concerned with the matter presented.

l\RTICLE XI BOOKS AND RECORDS

'fhe books, records and papers of the Association shall

)<

at all times, during reasonable business hours, be subject to inspection by any mer,llcr and any holder of a !.'tecorded First Mortgage.

~he

Declaration of Restrictions, charter

and the By-Laws of the Association as well as the Mana9--=~~._. Agreements sh~ 1 be avai lab~<:._~?r in~J)ectio~ ..PY.........<'!DL'!!ยง!..!!l_bQJ.'. at tho office of the l\ssociation where such

rec9r~e

keptl-

where copies may be purchased at reasonable cost.

l\RTICLE XII

l\SSESSIlLNTS

i\s r,lOre fully provided in the Declaration of Restrictions, cuch membcr (or owner, where the unit is owned by more than one party) is obligated to pay to the Association annual and specific assessments, which shall become a lien upon each unit when the aoard of Directors records a notice of assessment as provided in Section 09":9-21 of the Mississippi Cale of 1972, i\nnotated.

~ny

assessments ,...hich are not paid within

(15) days a fter the due da te shall be de linquent.

13-15

...

._t~f.~!?_~_1l..

_~~? _~~.~l:.

bear


percent (31,) per annum or [It the lIlil:drlUHl Imvful contrilct r<"lto perr.littcd by the l."lWS of the

St,lb~

of tliss.tssipri, whichever is

less; and the Association may brinS,! .:1n (lction at law against the owner personally oblignted

p,'y the same or forocl050.

t~")

the lien against the unit of the deli.n.:!uent owner, c1ncl interest, costs, Dnd reasonable attorney1s fees of any sueil action shall be added to the amount of such assessr,1cnt.

t~o

owner

may waive or otherwisc avoid liability for tile .:lSScnsnents provided for herein :"y non-usc of t!HJ Comr.lOr. l\rea 路or. [loandonment of his Unit.

ARTICT..jE XI I I INDENN U'ICl\TION

each Director, officer, and cnployee of the Association shall be indemnified by the

r,s~ociation

liabilities (including Attorney's fees) Article XV of the Declaration of

against

(~xpcnscs

as provided

and

ill

~estrictions.

IInnCLE XIV

Section 1.

?hese By":'Laws may be amende,1, [It a regular

or special f,lceting of the /.

of two-thirds

~~_~~..9~_~.'

by the affirP.1ativc vote_

(2/3) of the number of votes entitled to be

cast by the members.

Section 2.

In the case of any conflict between the

Charter and these By-Laws, the Charter sholl control_; and

0-16


in the case of any conflict between the Declaration

0:(

Restrictions and these tiy-Lnws, the Declaration of Rcstrictions shall control.

III WITNESS WIlr;rU:Op, the undersigned

mcmbf."r~-:

of ChatcC\u

Royal Association, Inc. h.:tve adopted thes,? ny-Laws this day of _____________ , 1979.

CHr1.'T.'p.I\U ROYAL hSSOCIl\tl'ION,

Lm'11S S. TILGI-IHAH, JR.

\'1. W.

0-17

DAIL~Y

INC.


A11C':NDEIJ DECLARATION or RESTRICTIONS CIIATEAU ROYAL CONDOMINIUMS

HIIEREAS,

the undersigned,

nlore or tile units of

Cl10tCOU

being the owners of 75% or

Royal Condominiums, a condominium

nccording to tile Declaration of Restrictions Establishing Chateau ICoyol Cond~nliniums, as recorded in Condominium Dook No.2 at Pages 1 tllrough 91, nnd ti,e pInt thereof

8S

recorded in Plat Book 30

nt Page 10, in the Office of the Cilonccry Clerk of Ilinds County at Jacksoll,

and,

Hississippij

HIIEREAS,

there

8rt!

certain chl.lnges to the Declaration

of Hcstrictions EstalJIlshlng Clwtenu Royal Condomini'ums which

tIle undernigned 0wners wist, to moke; NOW,

TllElmF01~E,

the undersigned owners,

being 75% or

nLI,ra of tile owners of Cllateau Royol Condominiums do Ilercby replace tile first numll4rcil ,

poragrapll of Article VIII Insurance with the

follawine,. 1.

Tile Associ!ltion, or its duly autllorizcd ngent,

511011 obtain insllronce [or 011 buildinss, common ()lcrnents, orlll [or nIl tangible IJerSano! property owned

by tIle Association or jointl.y by tile co-owners, against 10s8 or domage by [ire or allIer casualty, with extended coverage in an OJ.Jaunt sufficicllt to cover the full repl.~cl)rllent

ill

tile event

cost or ally

or

repair or reconstruction work

damage or destruction [rom an insured

11HZar(l, slllIjoet to

511Cll

dedllctiblc amount ris the

Assoclatiol1 nLoy dctcrmiJlc. coveroge

Dcoin~t

v~ndolism

Soid insurance sholl include

------

lind

malicious mischief.

,'Ile Assoc.lation shull olso obtain a brand form public lirllJility IJoliey, with D mirlinlum single limit of One Million Dollars ($1,000,000.00) c~vering all common elements and all damage or injury caused by the negl.igence of tile Assocjntioll.

-------

Tile Association shall


x

--

(~BII(~ICS~

nets all Lile 1)[11'(; of tho officers, Directors,

Cl:''llmecs OIIU Cnlilluyccs or._.~~~sG_C?5-1nV-'-l?~-.---pJl_QJ;J!~_~~ \~ho

hrltllJlc or orc l'c[lponsilJlc [or handling funds of

Lhe Assoc:lot:i.ul1 _.or shill.!.

IIfliliC

the cu-ow_hcrs.

Such ,CitlclJty bonus

the I\ssocJal.::i.oll os O.lL.-Q..,td.i.gcc nnd sholl

wellton, in nn umolllll.: 0'111£11 to ot lens!.:

or

IjIOX!llll.111

oC

,·he

fUlld~.

oWllers

the coso may cuch or

bond.

slJch

illclllJlrlg ,reserve

\)011(15

he

[Ullds,

ot: OilY given t:llne during

lIowevcr,

lear;

ill

_:"~~.~!l]_~~9JL

the

tllo custody

in

or _the IHnllngcrncnt: ogent,

tlSSOciDtion

Ilc,

be

event: moy

110

as

the term of

the aggregate omount -----"

t:hnl)~Q.._.S!lm.~ to

J

1II01ltl1S'

x

oggrcgot:c assessments all 011 units plus reserve funds. ------------The bonus shnll contoin wni vcrs uy the issuers of the

-~------

bonus of all rJefelises !Joscd upon tile exclusion of persons scrv.LIIU witlloUt COllljJCIISUtioil from tIle rJcfi[lition of

...1'..lLe.-...

IIcmpJoyees", or slltl.Unr terms or expressions • premiul11s pn all bonds rcqllircrJ

,

here_lll~ept

those

----

mall1tllinerJ by lhe IIHlnngeUlclit og_C: ..f!.~J the owncrs association us

sl~ll

be paid by

common cxpcnse.

0

X

The

bonds

.--.----~ --~

sholl

provide thot t.hey 1110Y not be conccllcti or sull-

stflllti.tllly 11Iod:l.[Jcd (.i.nclu(Ung cancelJ.otion (or lIoll-poymcllt o[ premiul11) ",J.thout at leust 10 days'

prior

.... -_.---------------------_.---

writtcil IIOticD to tIle owners association and to COCII 11()l(lcr of.o first 1I10rtgoge 011 OIlY lillit ill tile condominiunl which 1.s listed os 0 scheduletl holder of a first mortgage

in the insurance policy.

Tile Associotioll may autoin

such uther 1'0.ll.cJ.cs uf insuronce, il18uring against risks

oC nilnllor ur

dissilnl1n~

Ilature, as it sl1011 deem

oppropriote. This Dlllcndrnellt sholl not ofrcct tiny other p.arngroph .In Art-tcJ.c VIII or OilY other worJ,

of

tilC

clouse, sentence ur paragraph

Ucclorntloll of UcstrlctiollS Estobllsllillg Chateau Royol

Co ndalll.i. 1I.i. t1 illS •

2


BY-LAWS OF CHATEAU ROYJ\L ASSOCIATION, INC. FOR THE ADMINISTRATION OF THE CHATEAU ROYAL CONDOMINIUMS

ARTICLE I NAME AND LOCATION

The name of the corporation is Chateau Royal Association, Inc., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at One Lefleur Square, 4735 Old Canton Road, Jackson, Mississippi 39211.

ARTICLE II PURPOSE

The purpose of the Association is to administer a condominium project known as Chateau Royal Condominiums (herein sometimes called the “Property”) and to do and perform any and all other things, matters or acts required by or permitted to the co-owners of units in Chateau Royal Condominiums under the Mississippi Condominium Law.

ARTICLE III DEFINITIONS

The definitions set out in the Declaration of Restrictions to which these By-Laws are attached as an Exhibit are hereby incorporated herein by reference as if copied verbatim. EXHIBIT “B” TO DECLARATION OF RESTRICTIONS

B-1


ESTABLISHING CHATEAU ROYAL CONDOMINIUMS B-1 ARTICLE IV MEMBERS, MEETING, AND VOTING RIGIITS OF MEMBERS

Section 1. a. The owner of each unit within Chateau Royal Condominiums shall constitute the members of the Association. Where a unit is owned by more than one person or other legal entity, only one of them shall be a member of the Association to the end, and for the purpose, that there shall be only one member of the Association and one vote in Association business for each unit. Where a unit is owned by more than one party, the said co-owning parties shall determine among themselves which of them shall be the member and they shall certify their selection to the secretary of the Association in a writing signed by all co-owners of the unit. In case the co-owners of a unit cannot agree which of them shall be the member, or otherwise fail to certify to the Association which of them is the member, then the Board of Directors may designate one of the co-owners as the member for the unit.

(b) Whenever a change in the ownership of a unit occurs, it shall be the responsibility of the new owner or owners to notify the Secretary of the Association of such change and furnish the Secretary with such evidence of the change in ownership as the Secretary may require (such as a certified copy of the deed or the last will and testament under which ownership was acquired).

Section 2. Annual Meetings. The first annual meeting of the members may be held, when called by the Developer-upon ten (10) days notice, at any time and shall be held within sixty (60) days after sixty (60) units within Chateau Royal

B-2


Condominiums are conveyed to an owner other than the Developer. Each subsequent t regular meeting of the members shall be held on the same day of the same month of each year thereafter at the hour of 7:00 P.M., or upon such other day as shall be selected by a majority of the members. If the day for the annual meeting is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.

Section 3. Special Meetings. Special meetings of the Members may be called at any Time by the President, or by the Board of Directors, or upon written request of members entitled to cast one-third (1/3) of the number of votes entitled to be cast by all members.

Section 4. Notice of Meetings. Written notice of meetings stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting shall be delivered, either personally or by mail, to each member at this address as it appears on the books of the Association. If mailed, such notice shall be delivered not less than ten (l0) nor more than thirty (30) days before the date of the meeting and shall be deemed delivered when actually received by the member.

Section 5. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, at least a majority of the total number of votes entitled to be cast shall constitute u quorum for any actions, except as otherwise provided in the Charter of Incorporation, the

B-3


Declaration of Restrictions, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present or be represented; and at the meeting following such adjournment the quorum shall consist of one-half (1/2) of the required quorum at the proceeding meeting.

Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxie~ shall be in writing and filed with the Secretary. Each proxy shall be revocable and shall automatically cease upon conveyance by the member of his condominium unit.

Section 7. Voting Rights.

(a) Each member shall be entitled to one vote for each condominium unit owned by him and as to which he is the Association member for said unit provided that all assessments against such unit which are then due have been paid. (b) Notwithstanding the foregoing, the Developer as the original owner of all units in the Condominium Project, shall be entitled to three (3) votes for each unit owned by it and remaining unsold until such time as sixty (60) of the units are sold and transferred, or until the expiration of five (5) years from the date of recording the Declaration of Restrictions, whichever last occurs. B-4

B-4


ARTICLE V BOARD OF DIRECTORS -SELECTION -TERM OF OFFICE

Section 1. The affairs of this Association shall. be managed by a Board of not less than three (3) nor more than nine (9) Directors, each of whom shall be a member of the Association or in the event of ownership of a unit by a partnership, trustee, corporation, or other entity, a partner, trustee, officer, or other designated representative. The number of Directors shall be fixed at the, first nesting o~ the Association, and may be changed at any subsequent meeting of the Association provided, however, that any Director may complete his term of office despite any decrease in the number of Directors, unless removed from office, as herein provided.

Section 2. Term of Office. At the first meeting, the members shall elect one-third (1/3) of the Directors for a term of one (1) year, one-third (1/3) of the Directors for a term of two (2) years, and the remaining Director(s) for a term of three (3) years; and at each annual meeting thereafter, members shall elect a Director or Directors, as the case may be, for a term of three (3) years to replace the outgoing Director or Directors.

Section 3. Removal or Resignation. Any Director may removed from the Board with or without cause by a majority of the total number of votes entitled to be cast by all members of the Association. If any Director shall cease to be the owner of a unit, or of an interest therein or shall cease to be a partner, trustee, officer or other designated representative of a partnership, trustee, corporation or other

B-5


entity owning a unit, he shall immediately resign a8 such Director. In the event of death or resignation or removal of a Director, his successor shall be selected by the remaining members of the Board (although less than a quorum exist) or by the vote of members entitled to cast a majority of the votes entitled to be cast by all members, and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No Director shall receive compensation for any service he may render to the Association as Director; however, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting by obtaining the written approval of-all of the Directors. Any action so approved shall have the same effect as tllough taken at a meeting of the Directors.

ARTICLE VI NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election of the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next

B-6


annual meeting and such appointment shall be announced at each annual meeting. The Nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

Section 2. Election. Election to the Board of Directors shall be by ballot. At such elections, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes cumulative voting shall be permitted. ARTICLE VII MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the board. Should said meeting fall upon a legal holiday, then that meeting shall be held l\t the same time on the next day which is not a legal holiday. Section 2. Special Meetings. Special Meetings of Board of Directors shall be held when called by the President of the Associaton after A waiver of notice in writing signed by the person entitled to such notice, whether before or after the time of the meeting shall be deemed equivalent to such notice.

B-7


Section 3. Quorum. A majority of the Number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.

ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to: (a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guest thereon, and to establish penalties for the infraction thereof; (b) suspend the right of co-owners to use of the recreational facilities during any period in which he shall be in default in the payment of any assessment levied by the Association. Such right may also be suspended after notice and hearing before the board, for a period not to exceed sixty (60) days for infraction of published rules and regulations; (c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provision of these By-Laws, the Charter, or the Declaration of Restrictions;

B-8


(d) declare the offices of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (e) authorize the officers to enter into one or more management agreements with third parties in order to facilitate efficient operation of the Property. It shall be the primary purpose of such management agreements to provide for the administration, management, repair and maintenance of the Property, all improvements included therein and designated as common areas and elements, and the receipt and disbursement of funds as may be authorized by the Board of Directors. The terms of said management agreements shall be as determined by the Board of Directors to be in the best interests of the members, and shall be subject in all respects to the charter of the Association, these By-Laws and the Declaration Of. Restrictions.

Section 2. Duties. It shall be the duty of the Board of Directors to: (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by members entitled to cast one-third (1/3) of the number of votes entitled to be cast by all members; (b) supervise all officers, agents and employees of the Association, and to see that their duties are properly performed;

B-9


(c) as more fully provided in the Declaration of Restrictions to:

(1) fix the amount of the annual assessment against each unit at least thirty (30) days in advance of each annual assessment period;

(2) send written notice of each assessment to every other subject thereto at least ten (10) days in advance of each annual assessment period; and

(3) foreclose the lien against any unit for which assessments are not paid within the time fixed by the Board of Directors or to bring an action at law against the owner personally obligated to pay the same;

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance ofâ&#x20AC;? these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate insurance all as set out more fully in the Declaration of restrictions; provided that failure to maintain insurance or failure to maintain adequate insurance shall not

B-10


render the Directors personally liable for the amount of any loss resulting therefrom;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g) cause the Common Elements and Areas to be maintained;.

ARTICLE IX OFFICERS AND THEIR DUTIES

Section 1. enumeration of offices. The officers or this Association shall be a President and Vice-President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time -to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the f30ard of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected annually by the Board, and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve_.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, â&#x20AC;&#x2DC;each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

B-11


Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time <Jiving 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, and unless otherwise specified therein, tl18 acceptance of such resignation shall hot be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the secretary treasurer IN person shall simultaneously hold more than one of any of the other offices except in the case of special offices pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

President (a) The President shall preside at all meetings of the Board of Directors and all meetings of the members j shall see that orders and resolutions of the Board and of the members are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.

B-12


Vice-President (b) The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board. Secretary

(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep appropriate current records showing the members of the Association together with their 0ddresses, and shall perform such other duties as required by the Board. Treasurer

(d) The Treasurer shall receive and deposit in appropriate bank. accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.

B-13


ARTICLE X COMMITTEES

Section 1. -The association shall appoint an Architectural Control Committee as provided in the Declaration of Restrictions and a Nominating Committee as provided in these By-Laws. In addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purposes, such as:

(1) A Recreation Committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board in its discretion, determines i

(2) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines;

(3) A Publicity Committee which shall inform the rrembers on all activities and functions of the Association and shall, afte-r consulting with the Board of Directors, make such public releases andâ&#x20AC;&#x2122; announcements as are in the best interests of the Association1 and

(4) An Audit Committee which shall supervise the annual audit of the Associationâ&#x20AC;&#x2122;s books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting. The Treasurer shall be an Ex-officio member of the Committee.

B-14


Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, Director or officer of the Association as is further concerned with the matter presented.

ARTICLE XI 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 and any holder of a recorded First Mortgage. The Declaration of Restrictions, charter and the ByLaws of the Association as well as the Management Agreements shall be available at the office of the Association where such records are kept where copies may be purchased at reasonable cost.

ARTICLE XII ASSESSMENTS As more fully provided in the Declaration of Restrictions, each member (or owner, where the unit is owned by more than one party) is obligated to pay to the Association annual and specific assessments, which shall become a lien upon each unit when the Board of Directors records a notice of assessment as provided in Section 89-9-21 of the Mississippi Code of 1972, Annotated. Any assessments which are not paid within fifteen (15) days after the due date shall be delinquent. And shall bear interest from the date of delinquency at the rate of eight

B-15


percent (8%) per annum at the maximum lawful contract rate permitted by the laws of the State of Mississippi, whichever is less; and the Association may bring an action at law against the owner personally obligated pay the same or foreflose the lien against the unit of the delinquent owner, and interest, costs, and reasonable attorneyâ&#x20AC;&#x2122;s fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise avoid liability for the assessment provided for herein by non-use of Common Area or abandonment of his Unit.

ARTICLE XIII INDENMNIFICATION

Each Director, officer, and employee of the Association shall be indemnified by the association against expenses and liabilities (including Attorneyâ&#x20AC;&#x2122;s fees) as provided in Article XV of the Declaration of Restrictions.

ARTICLE XIV Section 1. These By-Laws may be amended at regular or special meeting of the members by the affirmative vote of two-thirds (2/3) of the number of votes entitled to be cast by the members.

Section 2. In the case of any conflict between the Charter and these ByLaws, the Charter shall control and

B-16


in the case of any conflict between the Declaration of Restrictions and these By-Laws, the Declaration of Restrictions shall control.

IN WITNESS WHEREOF, the undersigned member of Chateau Royal Association, Inc., have adopted these By-Laws this day of _____________, 1979.

CHATEAU ROYAL ASSOCIATION, INC. LEWIS S. TILGHMAN, JR.

W.W. BAILEY

W.C. BAILEY, JR.

B-17


AMENDED DECLATION OF RESTRICTIONS CHATEAU ROYAL CONDOMINIUMS WHEREAS, the undersigned, being the owners of 75% or more or tile units of Chateau Royal Condominiums, a condominium according to the Declaration of Restrictions Establishing Chateau Royal Condominiums, as recorded in Condominium Book No.2 at Pages 1 through 91, and the plat thereof as recorded in Plat Book 30 at Page 10, in the Office of the Chancery Clerk of Hinds County at Jackson, Mississippi and, WHEREAS, there are certain challenges to the Declaration of Restrictions Establishing Chateau Royal Condominiums which the undersigned 0wners wish to make; NOW, THEREFORE, the undersigned owners, being 75% or more of the owners of Chateau Royal Condominiums do hereby replace tile first numbered paragraph of Article VIII Insurance with the following:.

1. The Association or its duly authorized agent, shall obtain insurance for all buildings, common elements, for all tangible personal property owned by the Association or jointly by the co-owners, against loss or damage by fire or other causality, with extended coverage in an amount sufficient to cover the full replacement cost of any repair or reconstruction work in the event of damage or destruction from an insured hazard subject to such deductible amount as the Association may determine. Said insurance shall include coverage vandalism and malicious mischief. The Association shall also obtain a broad form public liability policy, with a minimum single limit of One Million Dollars ($1,000,000.00) covering all common elements and all damage or injury caused by the negligence of the Association. The Association shall also obtain adequate fidelity coverage to protect against dishonest acts on the part of the officers, Directors, trustees and employees of such Association and all others who handle or are responsible for handling funds of the Association or the co-owners. Such fidelity bonds shall name the Association as an oblige and shall

B-18


be written ina an amount equal to at least the estimated maximum of funds, including reserve funds, in the custody of the owners association or the management agent, as the case may be, at any given time during the term of each bond. However, in no event may the aggregate amount of such bonds be less than a sum equal to 3 months’ aggregate assessments on all unites plus reserve funds. The bonds shall contain waivers by the issuers of the bonds of all defenses based upon the exclusions of persons serving without compensation from the definition of “employees”, or similar terms or expressions. The premiums on all bonds required herein, except those maintained by the management agent, shall be paid by the owners association as a common expense. The bonds shall provide that they may not be cancelled or substantially modified (including cancellation for non-payment of premium) without at least 10 days’ prior written notice to the owners association and to each holder of a first mortgage on any unit in the condominium which is listed as a scheduled holder of a first mortgage in the insurance policy. The Association may obtain such other policies of insurance, insuring against risks of similar or dissimilar nature, as it shall deem appropriate. This amendment shall not affect any other paragraph in Article VIII or any other word, clause, sentence or paragraph of the Declaration of Restrictions Establishing Chateau Royal Condominiums. .

B-19

By-Laws Chateau Royal  

By-Laws Chateau Royal

Read more
Read more
Similar to
Popular now
Just for you