HOME

ARCHDALE CIVIC ASSOCIATION

Charleston, South Carolina

CONSTITUTION AND BY-LAWS
(Amended December 13, 2007)

ARTICLE I - NAME AND PURPOSES

Section 1.The name of the organization shall be the Archdale Civic Association,
Incorporated. It is comprised of the following subdivisions and Home Owner’s
Associations: Archdale I (Orange & Green), Archdale Landing, Archdale Manor,
Archdale Patio Homes, Ashley Point, Oaks of Archdale, Baker’s Landing (I & II),
Brookshire, Stirling Forest and the Condominium Complex known as The
Commons at Archdale. In accordance with Chapter 33 of the South Carolina
Code of Laws it is registered with the South Carolina Secretary of State as an IRC
501(c)(3) Non-Profit Corporation and these By-Laws are filed and advertised with
and by that legal entity.

Section 2. The purpose of the Association shall be to promote the safety,
advance the interest of and foster the excellence of the Archdale Subdivision
located within Dorchester County, South Carolina as a place of residence; to
represent the homeowners of the various subdivisions in negotiations in matters
affecting all or a significant group of homeowners; and to represent the
homeowners in negotiations with County, State or Local Governments pertaining
to the overall welfare and best interests of the Subdivisions named herein,
Members and Residents.

ARTICLE II - MEMBERSHIP

Section 1. A Homeowner of Record shall become Voting-Member-in-Good
Standing of the Association upon payment of the Annual Assessment, subject to
recording of the Owner's Name as Owner of a property within a Subdivision
named herein with the Dorchester County Register of Mesne Conveyances.

Section 2. Non Property Owners residing within the subdivisions named herein
are eligible to become Associate Members of the Association, but may not hold
Elective Office. However, they may hold Appointive Office in pertinent matters.

Section 3. All benefits, rights, duties, and responsibilities of membership, as
determined by the Voting-Members-in-Good-Standing and made effective by a
majority vote of those members present, accrue to any Regular or Associate
Member, except as modified by Article II, Section 2.

ARTICLE III - OFFICERS

Section 1. Officers of the Association shall be:

• President
• First Vice President
• Secretary
• Second Vice President
• Treasurer

Section 2. The Board of Directors shall consist of ten (10) Voting-Members-in
Good-Standing and shall be composed of the President, First Vice President,
Second Vice President, Secretary, Treasurer and five (5) additional Voting
Members-in-Good-Standing of the Association. Immediate past Presidents of the
Association shall be appointed to the Board of Directors for a term of one year
and may be appointed to additional term by majority vote of the Board.

Section 3. Following the election of Officers at the Fall Quarterly Meeting, the
President shall appoint three Board members to serve as an Architectural Review ,
Committee for the Archdale Civic Association. This group shall receive, review,
and provide recommendations to the President on all homeowner’s requests for
deviation from established restrictive covenants. Homeowner’s request shall be
forward through the Secretary to the Committee members for record purposes.
Within ten days of receipt, the Committee will submit its findings and
recommendations to the President who will provide a final decision to the
homeowner based on the committee's recommendation. Agreement of all
Committee members is required for a recommendation of approval.

ARTICLE IV - DUTIES OF BOARD OF DIRECTORS AND OFFICERS

Section 1. Board of Directors (Article III Section 1)

a. This Board shall be the Governing Body of the Association and shall consist of
ten (10) Voting-Members-in-Good-Standing, five (5) of which are Officers. Four
(4) members shall be elected annually. One (1) member shall be elected each
year to serve for a term of two (2) years, so that an elected director shall always
hold over from one year to another. The Board shall, from time to time, make
Regulations and determine Assessments in accordance with the power herein provided.
Six (6) members of the Board shall constitute a quorum for the transaction of business.
The Board shall oversee and supervise the expenditure of funds of the Association.

b. The Board of Directors shall have the authority as the Governing Body of the
Association to overrule any decision or action of committees or subcommittees.
In turn the membership has subsequent authority to overrule any decision of the
Board by a two-thirds vote of the Voting-Members-in-Good-Standing present.

c. The Board of Directors shall meet at least once each quarter. It shall also
meet at the discretion of the President of the Board or shall meet at the written
request of five (5) Voting-Members-in-Good-Standing of the Association and
Board Members shall be notified of said meeting seven (7) days in advance. All
Board meetings shall be held within the confines of Archdale or the Ashley River
Volunteer Fire District Headquarters.

d. Any vacancies occurring on the Board during the year shall be filled for the
unexpired term of office by a majority vote of that Board at its first regular
meeting following the creation of such vacancy, except the offices of President
and First Vice President which shall be filled in accordance with Article IV, Section 2.b.

e. All Special Committees shall be appointed by the Board unless otherwise
ordered in the Motion. A Parliamentarian shall be appointed by the Board to act
in an advisory capacity only.

f. The Board shall appoint the Second Vice President as Membership Chairman
who shall send out notices of quarterly meetings and also present to the Board
of Directors an up-to-date membership list consisting of names, addresses and
telephone numbers of Board members. Copies of this list shall be distributed to
all Board members on a recurring basis.

g. At the 3rd Quarter Meeting the Board shall appoint a Nominating Committee
which shall consist of the newly elected two-year Board Member (Chairman) and
two Association members, whose duty it will be to select one candidate for the
offices of President, First Vice President, Second Vice President, Secretary, and
Treasurer. The Nominating committee shall also select four candidates for the
Board of Directors, one candidate for the two-year Board Member and three
candidates for the three positions as one-year Board Member. Each Board
Member shall be elected separately as all other Officers. The report of
nominations shall be submitted in writing to the Secretary of the Association at
the next quarterly meeting. The Secretary shall make copies of this report and at the
Fall meeting a copy of the report shall be given to each Voting-Members-in-Good-Standing
present. Nomination may also be made by any members from the floor. Nominees of the
committee and the members shall be voted upon by the Association at the Fall meeting.
In serving on the Nominating Committee, a member does not forfeit the right
to be a candidate for office.

Section 2. Officers (Article II, Section 1)

a. The President shall preside at all meetings of the Board of Directors and
General Meetings and shall have duties and powers which usually pertain to the
office of President in addition to those specified in these By-Laws. The President
shall be an Exofficio member of all committees. The President shall schedule
and call a general meeting of all Members-in-Good-Standing at least quarterly or
special meetings as may be deemed necessary.

b. The Vice Presidents, in order, shall have the powers and exercise the duties in
the President's absence or death or in capacity. In the case of a permanent
vacancy in the Office of President, the First Vice President shall assume the office
of President and the Second Vice President shall assume the office of First Vice
President. The Second Vice President vacancy shall be filled by the Board of
Directors as in Article IV, Section 1.d.

c. The Secretary shall attend and keep complete records of all meetings of the
Association and Board of Directors, also of all matters of which a record shall be
ordered by the Association. The Secretary shall be responsible for records of the
Association and also shall perform such duties as the Board of Directors may require.
The Secretary shall be responsible for all correspondence of the Association and
shall notify new members of approval and send new members copies of the
Constitution and By-Laws and membership lists.

d. The Treasurer shall have the duties of establishing and controlling checking
and savings accounts, collecting all dues and shall receive all revenues of the
Association from every source and deposit the same. The Treasurer shall pay all
monies for which appropriation has been made and shall issue receipts for all
cash monies received. A set of approved books shall be maintained and shall be
open for audit. The Treasurer shall render a report at every meeting. The
Treasurer may, but is not required to be bonded.

ARTICLE V - ELECTION

Section 1. At the fall quarterly meeting the President, Vice Presidents,
Secretary, Treasurer and the additional members of the Board of Directors, shall
be elected by a majority vote of the Voting-Members-in-Good-Standing.
President shall appoint tellers and a majority vote of voting members present
shall be necessary for an election. All officers are elected for a one-year term except
the two-year board member. No officer can hold the same office more than two
consecutive years except the Secretary and Treasurer who may be re-elected for an
additional term annually. The outgoing two-year Board member will not be eligible for
the position of any Board member but will be eligible for any other position within the
Association. Any nominee that has accepted nomination from the Nominating Committee
cannot accept nomination from the floor unless he was defeated for the office for
which he agreed to run. All officers and Board members elected at the Fall
quarterly meeting shall assume their duties on the first day of January next ensuing.

ARTICLE VI- VOTING

Section 1. Each Voting-Member-in-Good-Standing shall be entitled to one vote at any
meeting of the Association at which present, including the election of Officers and
Directors at the Fall Quarterly Meeting.

ARTICLE VII - ASSESSMENTS

Section 1. At least thirty (30) days prior to the Association’s next succeeding
Annual Assessment Period the Board will adopt a budget for the next succeeding
Annual Assessment Period by estimating the Common Expenses to be incurred
during such Annual Assessment Period, including a reasonable allowance for
contingencies and operating and replacement reserves, such budget to take into
account the projected anticipated income which is to be applied in reduction of
the amount to be collected as an assessment. Upon adoption of the budget, a
copy thereof will be delivered to each Owner. The Annual Assessment fixed
against each Property will be based upon said budget and in proportion to the
respective Percentage Interests of each Property subject to assessment, and the
Board will give written notice to each Owner of the Annual Assessment fixed
against his property for such next succeeding Annual Assessment Period;
provided, however, the delivery of a copy of said budget will not be a condition
precedent to an Owner’s liability for payment of such Annual Assessment.

Section 2. SPECIAL ASSESSMENT In addition to the Annual Assessment,

the Board of Directors may levy in any calendar year "Special Assessments" for
the purpose of supplementing the Annual Assessment if the same are inadequate
to pay the Common Expenses and of defraying in whole or in part, the cost of
any reconstruction, repair, or replacement of the Common Area or Property;
provided, however, that any such Special Assessment which in the aggregate
exceeds twenty percent (20%) of the total Annual Assessment for such year will
have the assent of Voting Members-in-Good-Standing representing a majority of
Members present or by proxy, at a meeting at which a Special Meeting is called
for the express purpose of approving such Special Assessment.

Section 3. Creation of Lien and Personal Obligation for Assessments

Each Property is and will be subject to a lien and permanent charge in favor of
the Association for the Assessments set forth herein.
Each Assessment together with interest thereon and cost of collection thereof a
hereinafter provided, will be a permanent charge and continuing lien upon the
Property against which it relates, and will also be the joint and several personal
obligation of each Owner of such Property at the time the Assessment comes
due and upon such Owner’s successor in title if unpaid on the date of the
conveyance of such Property, and each and every Owner by acquiring or holding
an interest in any Property thereby covenants to pay such amounts to the
Association when the same will become due, provided, however, that no Owner
acquiring title to any Property at a foreclosure sale of any Institutional Mortgage,
his successors and assigns, will have any personal obligation with respect to the
portion of any Assessment (together with late charges, interest, fees and costs of
collection) related to such Property, the lien for which is subordinate to the lien
of the Institutional Mortgage being foreclosed as provided by law.

Section 4. Written notice shall be given by the Treasurer before the 1st day of
January to each Property Owner stating that Assessments are payable on or
before March 1, of the same year.

ARTICLE VIII - MEETINGS

Section 1. The quarterly general meetings shall be held on the dates
designated by the Board of Directors. The Second Vice President shall mail
notices of the meetings to all Voting-Members-in-Good-Standing of the
Association a minimum of five (5) days prior to said meeting. Said meeting is to
be held within the geographic limits of The Archdale Civic Association boundaries
or The Ashley River Fire District Headquarters.

Section 2. Special meetings shall be called by the President upon written
request of five (5) Voting-Members-in-Good-Standing or deemed necessary.

Section 3. The total of 10 Voting-Members-in-Good-Standing present at any
General Meeting or Special Meeting shall constitute a Quorum.

ARTICLE IX - ORDER OF BUSINESS

Section 1. All meetings shall be conducted in accordance with Parliamentary Law,
Robert's Rules or Order (Revised). At all meetings of the Association, the order of
business so far as the character and nature of the meeting will admit shall be as follows:

• Call Meeting to Order
• Reading of the Minutes of the last meeting and of special meetings held subsequent thereto.
• Introduction statements, questions and answers of special speakers and guests.
• Report of Treasurer.
• Report of Board of Directors through Secretary
• Report of Committees, standing and special.
• Unfinished Business.
• Amendments to By-Laws and Constitution, if any.
• New Business.
• Election (if fall quarterly meeting).
• Establish date for next General Meeting and adjournment.

ARTICLE X - DISSOLUTION

Section 1. The Association may be dissolved at any time with the written consent of
not less than two-thirds of its members. After all obligations have been fully discharged
its property and assets shall be contributed to charitable organization to be selected by the
Board of Directors at the time of dissolution.

ARTICLE XI- AMENDMENTS

Section 1. This constitution may be amended by a two-thirds (2/3) majority

vote of the Voting-Members-in-Good-Standing present at a Regular or Special
meeting called for the purpose. However, proposed amendments must be
embodied in the call for a Special Meeting and mailed to all Voting-Members-in-
Good-Standing at least two weeks prior to the date of said meeting.

HOME