1 Prepared by and Return To: Warren , Shackleford & Thomas, PLLC PO Box 1187 Franklin Forest, NC 27587 BYLAWS OF GRANDIFLORA HOMEOWNERS ASSOCIATION , INC .
ARTICLE I NAME AND LOCATION The name of the corporation is GRANDIFLORA HOMEOWNERS ASSOCIATION , INC. (hereinafter referred to a s the "Assoc iation"). The principal office of the Association shall be located at 5101 Unicon Dr . Suite A, Wake Forest, NC 27587 with a mailing address of P.O. Box 1855, Wake Fo rest, NC 2758 8. The principal office of the Assoc iation may b e changed by the Board of Directors at a later da te. Further, m eetin gs of members and direc tors ma y be held at such places in Wake County, North Carolina as may be designated by the Board of Directors.
ARTICLE II DEFINITIONS Section 1 . “Act” shall mean and refer to C hapter 47F of the N orth Caroli na G eneral Statutes known as the North Carolina Planned Community Act.
Section 2 . "Amenities " shall mean the facilities constructed, erected or installed on the Common Areas for the use, benefit an d enjoym ent of Members.
Section 3 . "Declara tion" shall mean and re fer to the Dec laration of Covenants , Conditions and Restrictions applicable to the properties recorded in the office of the Register of Deeds of Franklin County.
Section 4 . "Associatio n" s hall mean and refer to GRANDIFLORA HOMEOWNERS ASSOCIATION , INC., its successors and as signs.
Section 5 . "Board of Dir ectors " or " Board " means those persons elected or appointed and acting collectively as the Directors of the Association or as initial ly designa ted i n the Articles of Incorporation .
Section 6 . "Common A reas " or " Common Properties " shall mean and refer to the
collectively as the Directors of the Association or as initial ly designa ted i n the Articles of Incorporation .
Section 6 . "Common A reas " or " Common Properties " shall mean and refer to the real property, together with any improvements thereon, owned by the Association, whether in fee 2 or easement, for the common b enefit of the O wners of Lots within the Subdivision, any open space lots, including area within any private drainage easem ents and the Stormwater Control Measures constructed therein, including Stormwater Control Measures situated outside of the public st reets, if any, and which serve more than one Lot and are not main tained by a ny governmenta l authority. Common Area also in cludes water and sewer lines which serve more than one Lot and are not located within a Wake County (“County”) utility easement or a public street right -of-way. The Common Area shall be maintain ed by the A ssociati on, including, but not limited to the fundi ng of the Stormwater Wetland BMP (Best Management Practice) Operation and Maintenance Agreement with the County or State for the Stor mwat er Cont rol Measures, or its successors in interest unless dedicated to publi c use and accepted by a public agency, or authority as set forth herein. The term s “Common Areas” and "Common Properties" shall also include any personal property acquired by t he A ssociat ion if said property is designated as “Common Area s” or "Comm on Prope rties". All “Common Areas” and "Common Pro perties" are to be devoted to and intended for the common use and enjoyment of the Owners, subject to the fee schedules and operating rules adop ted by the Association.
Section 7 . "Declarant " shall mea n and re fer to River Pointe , LLC , its successors an d
nd enjoyment of the Owners, subject to the fee schedules and operating rules adop ted by the Association.
Section 7 . "Declarant " shall mea n and re fer to River Pointe , LLC , its successors an d assig ns, if such successors or assigns should acquire more than one undeveloped lot from the Declarant for the purpose of developm ent, or if such successors or assigns should acquire mo re than one lot, wheth er developed or undeveloped, pursuant to forecl osure o r a deed in lieu of foreclosure ("successors" includes any lender with respect to loans obtained by Declarant to develop the Properties).
Section 8 . "Lot" shall mean and refer t o any plot o f land, wi th delineated boundary lines, shown on any reco rded su bdivision map of the Properties, except for any Common Area owned in fee by the Association including the Stormwater Areas and any street rights -of-way shown on such recorded map. If any Lot is increas ed or decreased in size by recombination or re-subdivi sion through recordation of a new subdivision plat, any newly -platted lot shall thereafter constitute a Lot.
Section 9 . "Memb er" shall mean and refer to every person or entity that holds membership in the Association.
Section 10 . "Owner " sha ll mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers and owners o f an equity redemption , but excluding those having such interest mere ly as s ecurity for the performance of an obligation.
Section 11. "Person " shall mean and refer to any individual, corporation, par tnership, association, trustee, or other legal entity.
Section 12. "Proper ties" shall mean and refer to the certain real propert y hereinbefore
ll mean and refer to any individual, corporation, par tnership, association, trustee, or other legal entity.
Section 12. "Proper ties" shall mean and refer to the certain real propert y hereinbefore herein by reference, and a dditions as are subjected to the Declaration or any Supple mental Declaration.
3 ARTICLE III MEETINGS OF MEMBERS Section 1 . Annual Mee tings . An annual meeting of the Members shall be held at such time and date as shall be designated by the Board of D irectors as stated in the notice of the meeting . Each subseq uent regular meeting of the Members shall be held in the same month of each ye ar thereafter unless a different date is fixed by the Board of Directors.
Section 2 . Special Meetings : Special m eetin gs of the shareholders may be called at any time by the President or Board of Directors of the Association, or by any member pu rsuant to the written request of the holders of not less than one -fourth of all votes of Class A membership. The notice of any s pecial meeting shall state the time and pl ace of such me eting and the purpose thereof. No business shall be transacted at a sp ecial m eeting except as stated in said notice.
Section 3 . Place of Meetings . Meetings of the Members shall be held at su ch pl ace, within Wake County, North Carol ina, as may be determined by the Board of Directors.
Section 4 . Notice of Meeting : Exce pt as o therwise provided in the Act, Articles of Incorporation, the Declaration, or these By -Laws, written or printed notice stating the time and place of the meetin g shall be del ivere d not less than thirty (30) or more than sixty (60) days
of Incorporation, the Declaration, or these By -Laws, written or printed notice stating the time and place of the meetin g shall be del ivere d not less than thirty (30) or more than sixty (60) days before the date of any Association meeting, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each Membe r entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered to the Member at his address as it appears on the record of Members of the Association, with postage thereon prepaid.
In the case of a special meeting, the notice of meeting sha ll specifically state the purpose or purposes for which the meeting is called ; but, in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a s tatement is re quire d by t he provisions of the North Carolina Nonprofit Corporation Act.
When a me eting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an origi nal meet ing. When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice o f the a djourned meeting other than by announcement at the meeting at which the adjournment is taken.
Section 5 . Quorum : Ex cept as otherwise provided in the Act, Ar ticles of Incorpora tion, the Declaration, wherein a greater standard for constituting a quo rum is required for action involving assessments, or these By -Laws, the presence at the meeting of Members or of proxies ent itled to cast, fifty percent (5 0%) of the votes appurte nant to each Class of Lots in
ed for action involving assessments, or these By -Laws, the presence at the meeting of Members or of proxies ent itled to cast, fifty percent (5 0%) of the votes appurte nant to each Class of Lots in combination (Class A and B) shall constitute a quorum for any action. In the event business cannot be conducted at any meeting because a quorum is not present, that meeti ng may b e adjourned to a later date by th e affirmative vote of a majority of those present in person or by proxy. The quorum requir ement a t the next meeting shall be one -half of the quorum 4 requirements applicable to the meeting adjourned for lack of a quo rum. This provision shall continue to re duce the quoru m by fifty percent (50%) from that required at the previous meeting, as previ ously r educed, until such time as a quorum is present and business can be conducted.
Section 6 . Proxies : Votes may be cast either in person or by one or more agents authorized by a written proxy executed by the Member or by his duly authorized attorney in fact.
All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automaticall y cease upon conveyance by the Member of his Lot, or as defined in the Proxy itself , whichever event first occurs.
Section 7 . Informal Action by Members . Any action which may be taken at a meeting of the Members may be taken without a meeting if a con sent in writing, setting forth the action so taken, sha ll be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the Association to be kept in the minute book of the Association.
Section 8. Loss of Right to Vote . The vote of any Member wh o is shown on the
tion at a meeting and filed with the Secretary of the Association to be kept in the minute book of the Association.
Section 8. Loss of Right to Vote . The vote of any Member wh o is shown on the books or records of the Association to be more than sixty ( 60) day s delinquent in any payment due the Association shall not be an eligible vote and shall not be counted for purposes o f deciding any question so long as such d elinquency is not c ured, nor shall such member be eligible to be elected to the Board of Di rectors .
Section 9 . Multiple Owners of Lot . In cases where there are multiple owners of a Lot, if only one of the multiple Own ers of a Lot is present at a meeting of the Associa tion, the Owner who is present is entitled to cast all the votes allocated to that L ot. If more than one of the multiple Owners are present, the votes allocated to that lot may be cast only in accorda nce with the agreement of a majority in i nterest of the multiple Owners. Majority agreement is conclusively presumed if any one of the mul tiple Owners casts the votes allocated to the Lot without protest being made promptly to the person presiding over th e meeting by any of the other Owners of t he Lot.
ARTIC LE IV BOARD OF DIRECTORS Section 1 . General Powers : The business and affair s of th e Association shall be managed by its Board of Directors.
Section 2 . Number, Term and Qualifications : The number of directors constituting the Board of Dire ctors shall be three (3) as defined in Article 1, Section 3 of the Declaration . At the firs t annua l meeting after Declarant Control Period, the Members may elect directors to serve staggered terms. For example, the Mem bers may elect one or two dire ctors to serve for a term of
the firs t annua l meeting after Declarant Control Period, the Members may elect directors to serve staggered terms. For example, the Mem bers may elect one or two dire ctors to serve for a term of one year, one or two directors to serve for a term of two years, and the rem aining director position to serve for a term of three years. However, as long as the Declarant owns any Lot within t he Property, the Declarant shall b e entitled to name one dir ector to serve on the Board of Directors. Subject to the Declarants rig ht to n ame a director, at subsequent annual meetings 5 thereafter, the Members shall elect the number of directors needed to f ill the vacancy or vacancies creat ed by the dire ctor or dire ctors whose term( s) is/are expiring to serve for a term of three (3) yea rs. Di rectors must be Members of the Association.
Section 3 . Nomination . Nomination for election to the Board of Directo rs shall be made by a Nominating C ommittee. Nom inations may also be made fro m the floor at the annual meeting. The Nominating Comm ittee s hall consist of a Chairman, who shall be a member of the Board of Directors, the Declarant for so long as the Declara nt owns a Lot within the Property, and two or mo re members o f the Association . The Nominating Committee shall be appointed by the B oard of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the clos e of the next annual meeting and s uch appointmen t shall be announc ed 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 fewer than the num ber of vacancies that are to be fi lled.
Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not fewer than the num ber of vacancies that are to be fi lled.
Secti on 4. Electi on. The director s shall be elected by secret written ballot at the annu al meet ing of the Members. In such election, the Members or their proxies may cast, with respect to each vacancy, as many v otes as they are entitled under th e provisions o f Article II I of these By -Laws. The persons receiving the highest number of votes s hall be elected. Cumulative voting is not permitted.
Section 5 . Removal : Any directors, with the exception of the directo r named by the Declarant, may be r emoved at any time with or without cause, b y a majority vote of the members. In the event of deat h, resi gnation or removal of a director, his successor shall be selected by the remaining member of the board and shall serv e for the unexpired term of his predecessor.
Section 6 . Vacancies: Any vaca ncy occurring in the Board of Directors may be filled by the s election of a successor by the remaining Directors, who shall serve for the unexpired term of his predecessor. The M embers may elect a director at any time to fill any vacancy not filled by the Directors.
Section 7 . Compensation . No Director shal l recei ve compensation for any service he may render to the Association in the capacity of Director. However, any Director may be reimbursed for actual expen ses incurred i n the perfor mance of his duti es.
ARTICLE V MEETINGS OF DIRECTORS Section 1 . Regul ar Meet ings: A regular meeting of the Board of Directors shall be held at least quarterly, without notice and at such place and hour as may be fixed from tim e to
NGS OF DIRECTORS Section 1 . Regul ar Meet ings: A regular meeting of the Board of Directors shall be held at least quarterly, without notice and at such place and hour as may be fixed from tim e to time by t he Board of Directors. Howev er, no such meeting shall take place on a legal holiday .
6 Section 2 . Special Meetings : Special meetings of the Board of Directors shall be held when called by the President of th e Association, or by any one Direc tor, after not less than three (3) days not ice to each director.
Section 3 . Quorum . A majority o f the n umber of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors presen t at a duly he ld meeting a t whic h a quorum is present shall be regarded as the act of the Board.
Section 4. Informal Action by Directors . Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if written cons ent to the action so taken is signed by all the Directors and filed with the minutes of the procee dings o f the Board, whether done before or after the action is so taken.
Section 5 . Chairman . A chairman of the Board of Directors shall be elected by the Directors and shall presid e over all Board meetings until the President of the Association is elected. T hereafter, the President shall serve as Chairman. In the event there is a vacancy in the office of President, a Chai rman shall be elected by the Board of Directors to serve unt il a new Presiden t is elected.
Section 6 . Participa tion in Meetings by Means of Conference Telephone . Members of the Board of Directors, or any committee of the Board, may pa rticipate in a meeting of the
residen t is elected.
Section 6 . Participa tion in Meetings by Means of Conference Telephone . Members of the Board of Directors, or any committee of the Board, may pa rticipate in a meeting of the Boar d or of such c ommittee by means of a confer ence telephone or similar communications device by mean s of wh ich all persons participating in the meeting can hear each other, and participation by such means shall constitute pr esence in person at such meeting.
ARTICLE VI POWERS AND DU TIES O F THE BOARD OF DIRECTORS Section 1 . Powers : The Board of Directo rs shal l have power to: (a) adopt and publish rules and regulations governing the use of the Common Areas and the personal conduct of the Members and their guests thereon , and to est ablish suspension s, fines and penalties for the infraction thereof and for oth er violations of the Declaration and these Bylaws . No suspension, fine, penalty or infraction shall be imposed witho ut notice of the charge and opport unity to be he ard and to p revent evidence a nd notice of the decision; (b) suspend a Member's vot ing rig hts and right to use of any recreational facilities during any period in which he shall be in default in the payment of any a ssessment levied by the Association purs uant to the provisions of the Declaration. Such rights may be suspended after such notice and hearing as the Board, in its discretion, may determine, for a period not to exceed 30 days for infraction of the published rules and regulations of the Associati on; 7 (c) ex ercise for the As sociation all powers, duties and authority vested in or delega ted to the Association and not reserved to the Membership by other provisions of these By -Laws, the Articles of Incor poration, or the Declaration;
l powers, duties and authority vested in or delega ted to the Association and not reserved to the Membership by other provisions of these By -Laws, the Articles of Incor poration, or the Declaration; (d) declare the office of a member of the Boa rd of Directors to be vacant in the event such director shall be absent from three (3) consecutive regular meetings of the Board of Directors; (e) employ a manager, independent contractors, or such other employe es or agents a s it may dee m necessary and p rescribe their duties. In the event a contract is ente red int o with a management company to manage the affairs to the Association, such contract must be terminable by the Board o f Directors without cause or penal ty on not more than ninety (90) days notice .
Any management contract shall be for a term of not m ore tha n three years; (f) employ attorneys and other professionals to represent the Association when necessary; (g) gran t easeme nts for the installation a nd maintenance of sewage, cable, utility or drainage facilities upon, over, under and across the C ommon A reas without the assent of the Members, when such easements, in the opinion of the Board, are necessary for the conve nient use and enjoyment of the Pro perty; (h) appoint and remove at pleasur e all agents and employees of the Association, prescrib e their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient; and (i) contract with the owners of recr eational facil ities for th e use of such fac ilities by the members, which use shall be optional wit h all f ees for such use to be paid directly to the owners by the member, and not as a part of the "Assessment" or dues, or f urnish such facilities within
the members, which use shall be optional wit h all f ees for such use to be paid directly to the owners by the member, and not as a part of the "Assessment" or dues, or f urnish such facilities within the "Common Area" if so decide d by the Declaran t.
Section 2 . Duties . It shall be the duty of the Bo ard of Directors to: (a) keep a complete record of all its acts and Association affairs and to present a statement thereof to the Members at the annual meet ing of the Mem bers or at a ny special meetin g when such statement is requested in writing by Member s entit led to at leas t one-fourth (1/4) of the Class A members entitled to vote ; (b) supervise all officers, agents and em ployees of the Association and see that their duties are pro perly performed; (c) as more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each Lot at least t hirty (30) days in advance of each assessment period ; 8 (2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days before each annual assessment period ; and (3) foreclose as against any Lot for which an assessment is not paid within thirty (30) days after it becomes due by bring ing an action at law against the Ow ner personal ly obligated to p ay the assessment.
(d) issue, or cause an appropriate office to the Association to issue, upon demand by any person, a certificate setting forth whether or not any assessment ha s been paid. A reasonable charge may be made by the Board o f Directors for t he issuance of such certificates. If a certificate sta tes tha t an assessment has been paid, such certificate shall be conclusive evidence of such payment;
be made by the Board o f Directors for t he issuance of such certificates. If a certificate sta tes tha t an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) procure and maint ain adeq uate liability insurance c overing the As sociation in an amount as det ermined by the Board along with full replacement value hazard insurance on the real and personal property owned by the association and procure and maintain officers’, directors’ a nd emplo yees’ liability insurance; (f) cause al l officers o r empl oyees havin g fiscal responsibilities to be bonded, as the Board may deem appropriate; (g) cause the Common Areas including Stormwater Control Measures and all facilities erected thereon to be maintained; (h) establish and maintain an ad equate reser ve fund for the p eriodic maintenance, repair and replacement of improvem ents co nstructed on the Common Areas including the Stormwater Control Areas ; (i) provide such notices to and obtain such c onsents from the owners and holder s of first deeds of trust on any lots withi n the s ubdivision as is required by the Declaration or these B yLaws; and (j) pay all ad valorem and public assessments levied against the real and personal property owned in fe e by the Association.
ARTICLE V II OFFICERS AN D THEIR DUTI ES Section 1 . Enumeration of Officers . The officers of the Association shall be a president and vice president, who shall at all times be members of the Board of Directors, a Secretary, and a Tr easurer and such other officers as the Board may from time t o time by resolut ion create. The Secretary and Treasurer positions may be held by the same person initially.
9 Section 2 . Election of Officers . The election of officers shall take place at the fir st
by resolut ion create. The Secretary and Treasurer positions may be held by the same person initially.
9 Section 2 . Election of Officers . The election of officers shall take place at the fir st meeti ng of the Board of Direct ors following each annual meeting of the me mbers .
Section 3 . Term . The officers of the Associati on shal l be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, be remov ed, or is otherwise disqualified to serve.
Section 4 . Spec ial Ap pointments : The Board may elect such other officers as the affair s of th e Association may require, each of whom shall held office for such period, have such authority, and perform such dutie s as the Board may from time to t ime determine.
Section 5 . Resignation and Removal . Any officer may be removed from office, with or wit hout cause, by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take eff ect on the d ate of receipt of such notice or at any later time specified therein, an d unles s otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Sectio n 6. Vacancies . A vacancy in any office may be filled by a ppointment by the Board. The officer appointed to such vacancy shall se rve for the remainder of the term of the officer he replaces.
Section 7 . Multiple Offices . The offices of Secretary and Tre asurer m ay be held by the same pe rson. No perso n shall simu ltaneo usly hold m ore than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8 . Duties . The duties of the officers are as follows :
hold m ore than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8 . Duties . The duties of the officers are as follows : (a) President . The President shal l: preside a t all meetings of the Board of Directors ; see that orders and resolution s of th e Board are carried out ; sign all leases, promissory notes, mortgages, deeds and other written instruments ; and, in th e absenc e of the Treasurer, shall sign all chec ks.
(b) Vice Presidents : Th e Vice President shall : act in the place instead of the Presid ent in the event of his death, inability or refusal to act and shall exercise and discharge such other duties as may b e requir ed of him by the Board.
(c) Secretar y: The Secr etary shall : record the votes and keep the minutes of all meetings and p roceedi ngs of the Board and of the Members ; keep the corporate seal of the Association and affix it on all papers requiring a seal; serve notice of meetings o f the Board an d of the Mem bers; keep approp riate current records showing the Members ; keep appropr iate current records showing the Members of the Association and their addresses ; and perform such other duties as required by the Boa rd.
(d) Treasurer : The Treasurer shal l: receive a nd deposit in app ropriate bank accounts all fund s of the Association ; disburse such funds as directed by resolution of the Board of 10 Directors ; sign all checks of the Association ; keep proper books of accou nt; cause an annual audit of the Associ ation books to be made by an independent public accountant at the completion of each fiscal year; prepare an annual budget and a statement of income and expenditures to be
nnual audit of the Associ ation books to be made by an independent public accountant at the completion of each fiscal year; prepare an annual budget and a statement of income and expenditures to be presented to the membership at its re gular an nual meeting and deliver a copy of each to the Memb ers.
ARTICLE VII I COMMITTEES The Board of Directors of the Association may ap point a Nominating Committee, as provided in these By Laws, and shall appoint an Architectural Control Committee, as p rovided in the Declaration. The Board of Direc tors may app oint such other c ommittees as it deems appropriate in carrying out its p urpose.
ARTICLE IX BOOKS AND RECORDS The books, records and papers of the Association shall at all time, during reasonable busines s hours, be subject to in spection by an y Member or his authorized ag ent with just cause and by appointment. The Declaratio n, the Articles of Incorporation and the By -Laws of the Association, current rules and regulations governing the use of the C omm on Ar ea, Stormwater Areas and the Lots, and any current Architectural Gui delines shall be available for inspection at the princi pal off ice of the Association, where authorized copies, as outlined in a resolution by the Board of Directors, may be purchas ed at reasonable cost.
ARTICLE X ASSESSMENTS As more ful ly provided in A rticle V of the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the asse ssment is made. Any as sessments whic h are not pai d when due shall be delinquent. Any assessment not paid within ten (10) days a fter the due date shall
upon the property against which the asse ssment is made. Any as sessments whic h are not pai d when due shall be delinquent. Any assessment not paid within ten (10) days a fter the due date shall incur a monthly late charge as the Board of Directors may from time to time establish. If the assessme nt is not paid within t hirty (30) day s after the d ue date, the ass essment shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum or the maximum interest rate charge as may be established by the Board of Di rectors, and the Association may bring an acti on at law aga inst the Owner p ersonally obligated to pay the same or foreclose the lien again st the Lot for which such assessment is due. Interest, costs, and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. N o Owner may w aive or otherwis e escape liability for the assessments provided for here in by n onuse of the Common Area or abandonment of his unit.
11 ARTICLE XI CORPORATE SEAL The Association shall have a seal in circular form having with in its circumference the words : “Grandiflora Homeowners Assoc iation , Inc.”
ARTICLE XII AMENDMENTS AND CONFLICTS Secti on 1. Amendments . These By -Laws may be amended, at a regular or special meeting of the Members, b y a vote of a major ity of a quorum of me mbers present at a meeting duly c alled for such pu rpose, in person or by proxy. Further, during the development per iod, th e declarant without the joinder of any other party may amend these By -Laws at their discretio n.
Section 2. Conflicts . In case of any conflict between the Article s of Incorporatio n and these By -Laws, the Articles shall control; and in the case o f any c onflict between the
ir discretio n.
Section 2. Conflicts . In case of any conflict between the Article s of Incorporatio n and these By -Laws, the Articles shall control; and in the case o f any c onflict between the Declaration and these By -Laws, the Declaration shall control.
ARTICLE XI II FISCA L YE AR The fiscal yea r of the Associatio n shall begin on the first day of January and end on the 31st day of December of ev ery yea r, except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, the undersi gned, being the Decl arant herein, has hereunto GRANDIFLORA HOMEOWNERS ASSOCIATION , INC .
By: David Williams, Member of River Pointe, LL C