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BYLAWS

OF

BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC.

TABLE OF CONTENTS

ARTICLE I Section 1.1 Name Section 1.2. Location 1 1 1 ARTICLE II Section 2.1.
ARTICLE I
Section 1.1 Name
Section 1.2. Location
1
1
1
ARTICLE II
Section 2.1. General
1
1
ARTICLE III
Section 3.1.
1
1
Section 3.2. Voting Rights
Section 3.3. Suspension of Voting Rights
1
2
ARTICLE IV
Section 4.1. Annual Meetings
Section 4.1. Special Meetings
Section 4.3. Notice of
2
2
2
2
Section 4.4.
3
Section 4.5.
3
Section 4.6. Order of
3
Section 4.7. Decisions of Unit
4
Section 4.8. Conduct of
4
Section 4.9. Action by Association Without Meeting
4
ARTICLE V
Section 5.1. Number and
5
5
Section 5.2. Nomination, Election, and Term of
5
Section 5.3. Removals; Vacancies
Section 5.4. Annual Organization Meeting
Section 5.5. Regular Meetings
Section 5.6. Special Meetings
Section 5.7. Waiver of Notice; Action Without
6
6
6
6
6
Section 5.8. Voting; Quorum of the Board, Adjournment of
7
Section 5.9. Powers and
7
Section 5.10.
9
ARTICLE VI
Section 6.1.
9
9
Section 6.2. Election of Officers
Section 6.3. Removal of
9
9

Section 6.4. Multiple

 

10

Section 6.5. President

 

10

Section 6.6. Vice President Section 6.7. Secretary Section 6.8.

 

10

10

10

Section 6.9.

11

Section 6.10. Special Committees

 

11

ARTICLE VII Section 7.1. Contracts with Interested Parties Section 7.2. Indemnification

11

11

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ARTICLE VIII Section 8.1. Books and

 

12

12

Section 8.2.

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Section 8.3. Checks, Drafts, etc Section 8.4.

 

12

12

Section 8.5. Gifts Section 8.6. Fiscal

 

12

12

ARTICLE IX Section 9.1. Amendments

 

13

13

ARTICLE X Section 10.1. Conflicts Section 10.2. Association

13

13

13

Section 10.3. Agreements Section 10.4.

 

13

14

Section 10.05. Gender and

 

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Section 10.06. Headings and Captions

 

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BYLAWS OF BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

AT

CREEKSTONE CONDOMINIUM ASSOCIATION, INC., a Georgia nonprofit corporation (hereinafter referred to as the "Association").

Section

1.1

Name.

The

name

of

the

association

is

BALLANTRAE

Section 1.2. Location. The principal office of the Association shall be located in the Atlanta, Georgia, metropolitan area. Meetings of members and directors may be held at such places within the Atlanta, Georgia, metropolitan area as may be designated from time to time by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 2.1. General. The terms used in these Bylaws, unless otherwise specified or unless the context otherwise requires, shall have the meanings specified in O.C.G.A. §44-3-71 and the Declaration for BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC. (hereinafter called the "Declaration"). Statutory references shall be construed as meaning the referenced statute or portion thereof as the same may exist from time to time.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS

Section 3.1. Membership. Each Unit owner shall automatically be a member of the Association, which membership shall continue during the period of ownership by such Unit owner.

The Association shall have one class of voting

membership which shall consist of all Unit owners, including Declarant. Such owners shall be entitled to exercise voting rights as provided in the Georgia Nonprofit Corporation Code, the Declaration, and as prescribed herein. The number of votes allocated to each Unit is as set forth in the Declaration. When a Unit is owned by other than one or more natural persons, the person entitled to cast the vote for such Unit shall be designated by a certificate signed by the record owner of such Unit and filed with the Secretary of the Association. Each such certificate shall be valid until revoked, superseded by a subsequent certificate, or a change occurs in the ownership of such Unit.

Section 3.2.

Voting Rights.

1

Unit. When a Unit is owned by more than one natural person, they may, without being required to do so, designate the person entitled to cast the vote for such Unit as provided above. In the event they do not designate such a person, the following provisions shall apply:

(a) If only one is present at a meeting, the person present shall be counted for

the purposes of a quorum and may cast the vote for the Unit, just as though he owned

it individually, and without establishing the concurrence of the absent person or persons.

(b) If more than one of such owners, whether or not all of them, are present at

a meeting and concur, any one of the owners may cast the vote for the owners.

(c) If more than one of such owners, whether or not all of them, are present at

a meeting and are unable to concur in their decision upon any subject requiring a vote, they shall lose their right to vote on that subject at that meeting.

The votes of the Unit owners shall be cast under such rules and procedures as may be prescribed in the Declaration or in these Bylaws, as amended from time to time, or by law.

Section 3.3. Suspension of Voting Rights. During any period in which a Unit owner shall be in default in payment of any assessment, the voting rights of such Unit owner may be suspended by the Board of Directors until such assessment has been paid. Such rights of a Unit owner may also be suspended, for a period not to exceed sixty (60) days, for violation of any rules and regulations established and published by the Board of Directors in accordance with the procedure outlined in the Declaration.

ARTICLE IV

MEETING OF UNIT OWNERS

Section 4.1. Annual Meetings. The first annual meeting of the Unit owners shall be called by the President upon request of the Declarant and shall be held on the second Tuesday in May 2006. Each subsequent regular meeting of the owners shall be held on or before 90 days prior to the end of each fiscal year of the Association. Membership meetings shall be held at a suitable place convenient to the members as may be designated by the Board of Directors. At the annual meeting, comprehensive reports of the affairs, finances, and budget projections of the Association shall be made to the Unit owners.

Section 4.2. Special Meetings. Special meetings of the Unit owners may be called at any time by the President or by the Board of Directors, or upon written request of the Unit owners who are entitled to vote at least fifteen percent of the votes of the membership.

Section 4.3. Notice of Meetings. Written notice of each meeting of the Unit owners

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shall be given by, or at the direction of, the Secretary or person authorized to call the meeting at least twenty-one (21) days in advance of any annual or regularly scheduled meeting, and at least seven (7) days in advance of any such other meeting, stating the time, place and purpose of such meeting. Such notice shall be delivered personally, sent by United States mail, postage prepaid, or by facsimile or email to all Unit owners of record at such address or addresses, or to such facsimile number or email address, respectively, as any of them may have designated, or, if no other address has been so designated, at the address of their respective Units. Such notice shall also be sent by United States mail, postage prepaid, to each institutional holder of a first mortgage, or any insurer or guarantor of such mortgage, on a Unit having theretofore requested same in writing. Each such holder, insurer, and guarantor shall be permitted to designate a representative to attend each such meeting without voice or vote except pursuant to Section 4.5 hereof. Attendance at a meeting by a Unit owner or other person entitled to attend, either in person or by proxy, shall of itself constitute a waiver of notice and waiver of any and all objections to the place or time of such meeting or the manner in which it has been called or convened, unless a member or other person entitled to notice attends such meeting solely for the purpose of stating, at the beginning of such meeting, any such objection or objections relating to such meeting. The recitation in the minutes of any membership meeting that notice of such meeting was properly given shall be prima facie evidence that such notice was so given.

Section 4.4. Quorum. The presence at the beginning of a meeting of the Unit owners and/or proxies entitled to cast at least one-third (1/3) of the votes of the membership shall constitute a quorum throughout such meeting for any action except as otherwise expressly provided. If, however, such quorum shall be not be present or represented at any meeting, the Unit owners and/or proxies entitled to cast a majority of the votes thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 4.5. Proxies. Subject to the provisions of Section 3.2 hereof, at all meetings of the Unit owners, each Unit owner may vote in person or by proxy except that in the case of any owner not a natural person or persons, the vote for the Unit shall be cast pursuant to a proxy executed by or on behalf of the owner. All proxies shall be in writing and filed with the Secretary. Any such proxy shall not be revocable except by written notice delivered to the Secretary by the owner, shall automatically cease upon conveyance by a Unit owner of his Unit, and shall not be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section 4.6. owners shall be as follows:

Order of Business.

The order of business at all annual meeting of the

(a)

Roll call and certification of proxies.

(b)

Proof of notice of meeting or waiver of notice.

(c)

Reading of minutes of preceding meeting.

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(d)

Reports of officers.

(e)

Report of Board of Directors, including comprehensive reports of the

affairs, finances, and budget projections of the Association.

(f)

Reports of committees.

(g)

Election of directors.

(h)

Unfinished business.

(i)

New business.

Section 4.7. Decisions of Unit Owners. Unless otherwise expressly provided in the Georgia Nonprofit Corporation Code, the Declaration, or these Bylaws, a majority of the votes cast on any particular issue shall be necessary to adopt decisions at any meeting of the Unit owners. A majority of the votes shall mean more than 50% of those voting in person or by proxy. In the event of any tie vote at any regular, special, or adjourned meeting, the President, or the Vice President in the absence of the President, shall cast a separate vote to break the tie. When the Georgia Nonprofit Corporation Code, the Declaration, or these Bylaws require the approval or consent of all or a specified percentage of mortgagees and/or other lien holders, no decision or resolution duly adopted by the Unit owners shall be effective or valid until such approval or consent shall have been obtained. During such time as the Declarant has the right to control the Association pursuant to the provisions of O.C.G.A. §44-3-101, no decision or resolution duly adopted by the Unit owners shall be effective or valid until Declarant's approval or consent shall have been obtained.

Section 4.8. Conduct of Meetings. The President shall preside over all meetings of the Unit owners and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions duly adopted as well as all other transactions occurring at such meetings. Unless waived by a majority vote of the members, the latest edition of Roberts Rules of Order shall govern the conduct of all meetings of the Unit owners when not in conflict with the Georgia Nonprofit Corporation Code, the Declaration, or these Bylaws.

Action by Association Without Meeting.

taken at a meeting of the owners may be taken without a meeting if written approval and consent, setting forth the action authorized, shall be signed by each of the owners entitled to vote on the date on which the last such owner signs such approval and consent and upon the filing of such approval and consent with the Secretary of the Association. Such approval and consent so filed shall have the same effect as unanimous vote of the owners at a special meeting called for the purpose of

considering the action authorized.

Any action which may be

Section 4.9.

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ARTICLE V

BOARD OF DIRECTORS

Section 5.1. Number and Qualifications. So long as Declarant shall have the right to appoint and remove members of the Board of Directors and officers of the Association, the Board of

Directors shall contain at least three (3) members who shall be appointed by and serve at the pleasure

of Declarant. Following expiration of the period of the Declarant's right to control the Association

pursuant to the provisions of O.C.G.A. §44-3-101, the Board of Directors of the Association shall be

composed of not less than three (3) or more than five (5) persons as determined by the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director. With the exception of those persons appointed as directors by Declarant pursuant to the provisions of O.C.G.A. §44-3-101, each such person shall be a Unit owner, or shall be the spouse of a Unit owner if, and only if, both such spouses reside in the Unit.

Section 5.2. Nomination, Election, and Term of Office. Upon the termination of the Declarant's right to control the Association pursuant to the provisions of the Declaration, the Declarant shall give at least seven (7) days' written notice to each member of a special meeting of the members, to be held not more than sixty (60) days after the date of such termination, to elect a new Board of Directors. The number of directors determined by the Board of Directors shall be divided into three classes, Class A, Class B and Class C, with each class to be as nearly equal in number as possible. The term of office of the directors in the Class A directors shall expire at the first annual

meeting of members after the election of that class; the term of office of the Class B directors shall expire at the second annual meeting after the election of that class; and the term of office of the Class

C directors shall expire at the third annual meeting after the election of that class. At each annual

meeting thereafter, the Unit owners shall elect directors as necessary to fill the vacancies thus created

by expiring terms of directors of the then expiring Class. Such directors so elected shall each serve for a term of three (3) years. Notwithstanding the foregoing, all directors elected at said special meeting shall also serve for the portion of a year between the date of said special meeting and the date of the first annual meeting following said special meeting so that their respective terms shall

expire at the time of the second, third or fourth annual meeting after the date of said special meeting,

as the case may be. Except in the case of death, resignation, or removal, each director elected by the

members shall serve until the annual meeting at which his term expires and until his successor has been duly elected and qualified. Persons may be nominated for election to the Board of Directors by nominating committee and by nominations made from the floor at the meeting. The nominating

committee shall consist of a chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association, all of whom shall be appointed by the incumbent Board of Directors prior to each annual meeting of members. Election to the Board of Directors shall be by secret written ballot, unless dispensed with by unanimous consent. Cumulative voting shall not

apply. The procedure for the election of the Board of Directors at the special meeting shall be as follows: nominations shall be accepted for not less than three (3) nor more than five (5) Unit owners

to serve on the Board of Directors; upon the closing of such nominations, each member present in

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such nominations, each member present in person or by proxy shall cast a ballot listing thereon the names of the respective number of nominations for each Class of directors (no more, no less) for whom such member wishes to vote; the ballots shall then be collected and tallied and election shall be by vote of a plurality of the votes cast.

Section 5.3. Removals; Vacancies. Following expiration of the period of Declarant's right to control the Association pursuant to the provisions of the Declaration, any director may be removed from the Board of Directors, with or without cause, by a majority vote of the Unit owners and a successor shall be elected by the owners to fill such director's unexpired term. After any director fails to attend three meetings of the Board of Directors during such director’s term, or if any director is more than 30 days delinquent (or is the resident of a Unit whose owner is more than 30 days delinquent) in payment of any assessment or charge due the Association, such director may be removed by the majority vote of the other directors. Any such successor shall serve for the unexpired term of his predecessor. Subsequent to the expiration of Declarant's control of the Association, vacancies in the Board of Directors caused by any reason other than the removal of the vote of the members shall be filled by the vote of the majority of the remaining directors, even though they may constitute less than a quorum, and each person so elected shall serve until a successor is elected at the next annual meeting of the owners. The sale of his Unit, or other termination of his interest therein, by an owner shall terminate his directorship.

The first meeting of the Board of

Directors following each annual meeting of the Unit owners shall be held within ten (10) days thereafter, at such time and place as shall be fixed by the newly elected directors at such annual meeting, and no notice shall be necessary in order legally to constitute such meeting.

Section 5.4.

Annual Organization Meeting.

Section 5.5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board of Directors. Notice of the time and place of regular meetings shall be given to every director personally, by mail or telephone, at least three (3) days prior to the date of such meetings.

Special meetings of the Board of Directors may be

called by the President on three (3) days' notice to every director given personally, by mail or telephone, which notice shall state the time, place, and purpose of the meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of directors entitled to cast a majority of votes at such meetings.

Section 5.6.

Special Meetings.

Whenever notice of a

meeting of the Board of Directors is required to be given under any provision of these Bylaws or by law, a written waiver thereof, executed by a director before or after the meeting and filed with the Secretary, shall be deemed equivalent to notice to the director executing the same. Attendance at a meeting by the director shall constitute a waiver by the director of notice of such meeting and a waiver of any and all objections to the place or time of the meeting or the manner in which it has been called or convened, if such director attends the meeting without protesting prior thereto or at the

Section 5.7.

Waiver of Notice; Action Without Meeting.

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the meeting's commencement the lack of notice to him. Whenever any director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be prima facie evidence that due notice of such special meeting was given such director as required hereunder. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in any written waiver of notice. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting provided that all directors consent to the action in writing and the written consents are filed with the records of the proceedings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting.

At all

meetings of the Board of Directors, each director shall be entitled to cast one vote. The presence in person of directors representing at least one-half (½) of the votes of the Board of Directors shall be a quorum at any Board of Directors meeting and a majority of the votes present and voting shall bind the Board of Directors and the Association as to any matter within the powers and duties of the Board of Directors. If any Board of Directors meeting cannot be held because of the absence of a quorum, a majority of the votes present and voting may adjourn the meeting to a later time.

Section 5.8.

Voting; Quorum of the Board, Adjournment of Meetings.

Section 5.9. Powers and Duties. The Board of Directors shall have the powers and duties necessary for administration of the affairs of the Association and may do all such acts and things except as by law or the Declaration may not be delegated to the Board of Directors by the Unit owners. In exercising its powers and duties, the Board of Directors shall take as its standard the maintenance of the general character of the Units and Common Areas as a first-class residential community in the quality of its maintenance, use, and occupancy. Such powers and duties of the Board of Directors shall be excised in accordance with and subject to all provisions of the Georgia Nonprofit Corporation Code, the Declaration, and these Bylaws and shall include without limitation powers and duties to:

(a) Operate, care for, maintain, repair, and replace the Condominium and

common elements and employ personnel necessary or desirable therefor.

(b)

Determine common expenses of the Association.

(c)

Collect assessments from the Unit owners.

(d)

Adopt and amend rules and regulations governing the details of the

operation and use of the Condominium and of the personal conduct of the members and their guests thereon.

(e) Open bank accounts on behalf of the Association and designate the

signatories required therefor.

(f) Manage, control, lease as lessor, and otherwise deal with the common

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elements, including the right to grant permits, licenses and easements over, under and across the common elements for utilities, road and other purposes reasonably necessary or useful for the proper operation or maintenance of the Condominium, as well as the power to make shut-offs of common services and other interruptions of the normal functioning of the buildings to facilitate performance of any maintenance or repair work or the making of additions, alterations, or improvements by the Association or the Unit owners pursuant to provisions of the Declaration. The Board of Directors shall use reasonable efforts to disrupt the Unit owners and occupants as little as possible in exercising such power to make shut-offs and other interruptions.

(g) Purchase, lease, or otherwise acquire Units offered for sale or lease or

surrendered by their Unit owners to the Association.

(h) Own, sell, lease, encumber, and otherwise deal in, but not vote with

respect to, Units owned by the Association.

(i) Obtain and maintain insurance for the Condominium pursuant to the

provisions of the Declaration and as may be authorized by O.C.G.A. § 44-3-107.

(j) (1) Make additions, improvements, and alterations to the common

elements, and (2) make repairs to and restoration of the Condominium after damage or destruction by fire or other casualty, or as a result of condemnation.

(k) Enforce by any legal or equitable remedies available all obligations of the

Unit owners or any of them to the Association. Such enforcement power shall include, without limitation, the power to levy, as assessments, fines against Unit owners in accordance with the procedure provided in the Declaration, for default in the performance of said obligations.

(l) Appoint auditors and accountants for the Association and make and file

tax returns for and on behalf of the Association.

(m) Employ a manager or managing agent and delegate thereto any duties of

the Board of Directors under subparagraphs (a), (b), (c), (e), (f), (i), (j), (l) and (o) of this Section 5.9.

(n) Conduct litigation and be subject to suit as to any cause of action

involving the common elements or arising out of the enforcement of the provisions of

the Georgia Nonprofit Corporation Code, the Declaration, or these Bylaws.

(o) Make contracts in connection with the exercise of any of the powers and

duties of the Board of Directors.

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(p) Take all other actions the Board of Directors deems necessary or proper

for the sound management of the Association and fulfillment of the terms and provisions of the Georgia Nonprofit Corporation Code, the Declaration, and these Bylaws.

In the case of those powers and duties specified in the foregoing clauses (d), (g), (h), (j) and (m), the Board of Directors need exercise the same only to the extent, if any, it deems necessary or desirable or is required to do so by the vote of the Unit owners. The Board of Directors shall not be obligated to take any action or perform any duty imposed upon it requiring an expenditure of funds unless in its opinion it shall have funds of the Association sufficient therefor.

No director shall receive compensation from the

Association for acting as such unless such compensation and the amount thereof is authorized by a

majority vote of the owners, but each director shall be entitled to reimbursement from the Association as a common expense for reasonable out-of-pocket disbursements made by him in the performance of his duties. No director shall be obligated to make any such disbursements.

Section 5.10.

Compensation.

ARTICLE VI

OFFICERS AND EXECUTIVE COMMITTEE

The principal officers of the Association shall be the

President, the Vice President, the Secretary, and the Treasurer, all of whom shall be elected by the Board of Directors and shall each serve one (1) year terms. The Board of Directors may appoint an assistant treasurer, an assistant secretary, and such other officers as in its judgment may be necessary and such officers shall hold their offices for such terms and shall exercise such powers and perform such duties directed from time to time by the Board of Directors. The President and Vice President shall be members of the Board of Directors. Any other officers may be, but shall not be required to be, members of the Board of Directors. Except with respect to officers appointed by Declarant, all officers shall be Unit owners.

Section 6.1.

Designation.

Section 6.2. Election of Officers. After said right of Declarant shall have terminated or been relinquished, the officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors. Any vacancy in an office shall be filled by the Board of Directors for the unexpired portion of the term.

Upon the affirmative vote of a majority of the

votes of the Board of Directors, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for such purpose.

Section 6.3.

Removal of Officers.

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Section 6.4. Multiple Officers. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of the other offices except in the case of special offices created pursuant to Section 6.1 hereof.

The President shall be a director and the chief executive

officer of the Association and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of the Association and perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. He may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any contracts, deeds, notes, mortgages, bonds, policies of insurance, checks, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing or execution thereof shall be expressly delegated by the Declaration or these Bylaws or by the Board of Directors to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed.

Section 6.5.

President.

Section 6.6. Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or shall refuse or be unable to act. When so acting, the Vice President shall have all the powers of and be subject to all restrictions upon the President. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall, from time to time, be imposed upon him by the Board of Directors or by the President.

Section 6.7. Secretary. The Secretary shall keep the minutes of all meetings of the Unit owners and of the Board of Directors, and of all committees having any of the authority of the Board of Directors; shall record in a minute book all resolutions adopted at such meetings; shall have charge of such books and papers as the Board of Directors may direct; shall keep the Association seal and affix it on such papers and documents requiring it; shall keep appropriate current records showing the members of the Association and their addresses; shall see that all notices are duly given in accordance with the Declaration, these Bylaws, or as required by law; and shall, in general, perform all the duties incident to the office of secretary of a corporation and such other duties as shall, from time to time, be imposed upon him by the Board of Directors or by the President.

The Treasurer shall have the responsibility for Association

funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data; shall be responsible for the deposit of all monies and other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board of Directors; shall authorize vouchers and sign checks for monies due and payable by the Association; shall prepare and execute any statements regarding past-due and unpaid assessments as provided in O.C.G.A. §44-3-109(d); and shall, in general, perform all the duties incident to the office of treasurer of a corporation and such other duties as shall, from time to time, be imposed upon him by the Board

Section 6.8.

Treasurer.

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upon him by the Board of Directors or by the President.

Unless otherwise expressly provided by the majority

vote of the Association, no officer shall receive compensation from the Association for acting as

such, but shall be entitled to reimbursement from the Association as a common expense for reasonable out-of-pocket disbursements made by him in the performance of his duties. No officer shall be obligated to make any such disbursements.

Section 6.9.

Compensation.

Section 6.10. Special Committees. The Board of Directors shall have the power and authority to create special committees, including but not necessarily limited to, a recreation committee, a maintenance committee, an insurance committee, and an audit committee. Any such committee shall advise the Board of Directors of matters pertaining to the purpose for which any such special committee shall have been created and shall have and exercise such powers as may be provided by resolution of the Board of Directors. Each such committee shall act by a majority of its members unless otherwise ordered by the Board of Directors. The members, including the chairman, of any such special committee, shall be appointed by and shall serve at the pleasure of the Board of Directors. A majority of the members of any such committee shall constitute a quorum.

ARTICLE VII

OFFICERS AND DIRECTORS: GENERAL PROVISIONS

No contract or transaction between

the Association and one or more of its officers or directors, or between the Association and any other entity in which one or more of the Association's officers or directors are officers, directors, partners, or trustees, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Association's officers or director is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because his or their votes are counted for such purposes, if (a) the material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote or votes of the interested director or directors; or (b) the material facts as to his interest and as to the contract or transaction are disclosed or are known to Unit owners entitled to vote thereon, and the contract or transaction is specifically approved or ratified in good faith by vote of such Unit owners; or (c) the contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the Board of Directors or the Unit owners. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction.

Section 7.1.

Contracts with Interested Parties.

Indemnification. Pursuant to the provisions of O.C.G.A. §14-3-851 et

seq., and subject to the limitations of the Georgia Nonprofit Corporation Code, the Association shall indemnify its offers and directors to the extent provided in the Declaration and as permitted by the

Georgia Nonprofit Corporation Code and shall have the power to purchase and maintain liability

Section 7.2.

11

liability insurance on their behalf to the fullest extent provided by O.C.G.A. §14-3-857.

ARTICLE VIII

BOOKS AND RECORDS AND FISCAL MATTERS

Section 8.1. Books and Records. The Association shall keep such books and records as by law provided and shall make same available for inspection by any Unit owner, any holder, insurer, or guarantor of a first mortgage on a Unit, and their respective agents and attorneys, for any proper purpose during normal business hours but only to the extent same are required to be provided for inspection to Unit owners by the Georgia Condominium Act. In addition, an annual financial statement for the immediately preceding fiscal year of the Association shall be made available to any holder of a first mortgage on a Unit, upon a written request from such holder.

Section 8.2. Contracts. The Board of Directors may authorize any officer of officers, or agent or agents, of the Association, in addition to the officers so authorized by the Declaration and these Bylaws, to enter into any contract or execute and deliver any instrument in the name of, or on behalf of, the Association, and such authority may be general or confined to specific instances.

All checks, drafts, or 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, or 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. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Association.

Section 8.3.

Checks, Drafts, etc.

Section 8.4. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may elect.

Section 8.5. Gifts. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Association.

Section 8.6. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date on which the Association was incorporated under the laws of the State of Georgia.

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ARTICLE IX

AMENDMENTS

These Bylaws may be amended by the vote of at least

two-thirds (2/3) of the members of the Board of Directors at a meeting duly called for such purposes pursuant to a resolution of the board of Directors adopting a proposed amendment, written notice of which meeting shall be delivered or sent to all Unit owners not less than twenty-one (21) days in advance of the meeting stating the time, place and purpose of such meeting and the subject matter of the proposed amendment; but any such amendment may be rejected by the affirmative vote of 51% of all Unit owners at any such meeting or any subsequent meeting. Amendments to these Bylaws for the sole purpose of correcting typographical or clerical errors or of complying with the requirements of any governmental or quasi-governmental entity authorized to fund or guarantee mortgages on individual Units (including, without limitation, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Veterans Administration or Federal Housing Administration), as such requirements may exist from time to time, may be effected by an instrument duly executed by Declarant during the period that Declarant owns any Unit, primarily for the purpose of sale or an unexpired option to add Additional Property to the Declaration, or thereafter by a majority of the directors of the Association. Each such amendment shall be effective when adopted or at such later date as may be specified therein. Notwithstanding the foregoing to the contrary, every amendment to the Bylaws is subject to the prior written approval of Declarant so long as Declarant owns any Unit primarily for the purpose of sale or has an unexpired option to add Additional Property to the Declaration, whichever is last to occur.

Section 9.1.

Amendments.

ARTICLE X

Section 10.1.

MISCELLANEOUS

Conflicts.

In the event of any conflict between the provision of

Georgia law or the Declaration and these Bylaws, Georgia law and the Declaration, in that order, shall control.

The Association shall have a seal in circular form

having within its circumference the words: BALLANTRAE AT CREEKSTONE CONDOMINIUM ASSOCIATION, INC.

Section 10.2.

Association Seal.

Subject to the provisions of the Declaration or these

Bylaws, all agreements and determinations lawfully authorized by the Board of Directors of the Association shall be binding upon all Unit owners, their heirs, legal representatives, successors, assigns, or others having an interest in the Association, and in performing its responsibilities hereunder, the Association, through the Board of Directors, shall have the authority to delegate to such persons of its choice such duties of the Association as may be determined by the Board of Directors.

Section 10.3.

Agreements.

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Section 10.4.

Severability.

Invalidation of any covenant, condition, restriction,

provision, sentence, clause, phrase, or word of these Bylaws, or the application thereof in any circumstances, shall not affect the validity of the remaining portions thereof and of the application thereof, and such remaining portions shall remain in full force and effect.

The singular wherever used herein shall be

construed to mean the plural when applicable, and the necessary grammatical changes required to make the provisions hereof apply either to corporations or individuals, men or women, shall in all cases be assumed as though in each case fully expressed.

Section 10.5.

Gender and Grammar.

The Article and Section headings and

captions herein are for convenience and reference only and in no way define or limit the scope and

content of these Bylaws or in any way affect the provisions hereof.

Section 10.6.

Headings and Captions.

Section 10.7.

Roberts Rules.

All meetings of the Board of Directors and Unit

owners shall be governed by the latest version of Roberts Rules of Order.

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