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Bylaws

BYLAWS
OF
MOUNTAIN SHADOWS RESIDENTS ASSOCIATION, INC.
1994

These Bylaws shall regulate the affairs of the Corporation, subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101 et seq., Tennessee Code Annotated.

SECTION 1

OFFICES AND REGISTERED AGENT

Section 1.01.  Registered office.  The Corporation shall designate and continuously maintain a registered office in the State of Tennessee.

Section 1.02.  Principal office.  The principal office of the Corporation shall be that which is designated as such in its Charter.

Section 1.03.  Other Offices.  The Corporation may also have other offices within and without the State of Tennessee at such places as the Board of Directors may from time to time determine.

Section 1.04.  Registered Agent.  The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office.

SECTION 2

MEMBERS

Section 2.01.  Admission of Members .  Any person may be admitted as a member of  the Corporation by the Board of Directors, provided such person pays the membership fees established by the Board of Directors, is interested in the furtherance of the purposes of the Corporation, and meets the following qualifications: Such person is a resident of or owns property in the Mountain Shadows subdivision.

Section 2.01 (Admission of Members amended per 2008 neighborhood unification vote): This Section is deleted in its entirety and replaced with the following:
“Any Owner shall be a member of the Corporation, provided that such Owner pays the membership assessments and fees established by the Board of Directors, is interested in the furtherance of the purposes of the Corporation and is an Owner of a Lot within the Mountain Shadows Estates subdivision as hereinafter defined. “Owner” shall mean and refer to the Owner as shown by the real estate records in the office of the Register of Deeds of Hamilton County, Tennessee, whether it be one or more persons, firms, associations, corporations, or other legal entities, of fee simple title to any Lot, but, notwithstanding any applicable theory of a mortgage, shall not mean or refer to the mortgagee or holder of a security deed, its successors or assigns, unless and until such mortgagee or holder of a security deed has acquired title to a Lot pursuant to foreclosure or a proceeding or deed in lieu of foreclosure; nor shall the term "Owner" mean or refer to any lessee or tenant of an Owner. A “Lot” shall mean a designated lot as described within and governed by any of the Restrictive Covenants in effect within the Mountain Shadows Estates subdivision.”

Section 2.02.  Rights and Obligations.  Each member shall have, and be entitled to,    one (1) vote and shall have the same rights and obligations with respect to voting, payment of fees, dissolution, redemption, transfer, and all other matters as all other members.

Section 2.02 (Rights and Obligations amended per 2008 neighborhood unification vote): This Section is deleted in its entirety and replaced with the following:
“Members shall be entitled to one (1) vote for each Lot in which they hold the interest as an Owner required for membership by Section 2.01 and shall have the same rights and obligations with respect to voting, payment of fees, dissolution, redemption, transfer and all other matters as all other members. When more than one person or entity holds such interest or interests in any Lot, each such person or entity shall be a member, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any such Lot. When one or more co-Owners signs a proxy or purports to vote for another co-Owner, such vote shall be counted unless one or more of the other co- Owners is present and objects to such vote, or if not present, submits a proxy or objects in a written instrument delivered to the Secretary of the Corporation before the vote is counted. If co-Owners disagree as to the vote, each co-Owner will be entitled to a fractional vote equal to the applicable fraction of ownership. In the event of multiple ownership of a Lot, the name of all Owners of a Lot shall be submitted to the Corporation each year, not later than the 1st day of January of each year. In the event of ownership of a Lot by a partnership, corporation or other legal entity, the name of the person
authorized to act on behalf of such entity, shall be submitted to the Corporation each year, not later than the 1st day of January of each year. The Corporation may rely on such submission for the purposes of determining the Owners of the Lots.”

Section 2.03.  Fees, Dues and Assessments.  The Board of Directors may establish membership fees to be paid by persons as a condition to being admitted as members and may also set from time to time dues, assessments and other fees to be paid by the members periodically.  The resignation, expulsion or suspension of a member, or termination of his or her membership, does not relieve the member from any obligation that the member may have to the Corporation.

Section 2.03 (Fees, Dues and Assessments amended per 2008 neighborhood unification vote): This Section is deleted in its entirety and replaced with the following:
“The Board of Directors may establish membership fees or assessments to be paid as a condition to being admitted as a member of the Corporation and may set from time to time assessments and other fees to be paid by members periodically. Each member, as the Owner of a Lot, whether or not it is expressed in the deed or conveyance of the Lot to such member, shall be deemed to covenant and agree to all the terms and provisions of these By-Laws and to pay to the Corporation an annual assessment (Tier 1 assessment) used for the maintenance, operation, improvement, enhancement and operation of the common properties and amenities of the Mountain Shadows Estates subdivision and to provide services which the Corporation is authorized to provide in carrying out these duties. The Corporation may make payment of taxes and insurance thereon, pay the cost of labor, equipment, materials, management, supervision, accounting and member information services, maintain offices and equipment, repay any loans made to the Corporation and take such other action as is necessary to carry out its authorized functions. In the event that a Lot is owned by more than one person or entity, each assessment shall be charged to the Lot and all such co-Owners shall be jointly and severally liable for the entire amount of the assessment until paid in full as applicable to such Lot.

Annual assessments as herein described together with such interest thereon and costs of collection therefore as hereinafter provided, shall be a charge and continuing lien on the real property and improvements on the Lot on which each such assessment is made. Each such assessment, together such interest thereon and cost of collection thereof as hereinafter provided, shall also be the personal obligation of the person(s) or entity which was the Owner of such Lot at the time when the assessment first became due and payable.
Beginning January 1, 2009, the annual Tier 1 assessment for each Lot as determined by the Board of Directors shall be $200.00.

Beginning on January 1, 2010, the Board of Directors may, after consideration of current costs and future needs of the Corporation, adjust the annual Tier 1 assessment for the year 2010 and each year thereafter; provided, however, that the annual Tier 1 assessment may not be increased by the Board by an amount exceeding ten percent (10%) of the annual Tier 1 assessment for the prior year, unless such assessment shall have been approved by a majority of the votes of the Members responding to a mail referendum within
thirty (30) days of mailing, with such mail referendum to include a statement prepared by the Board of Directors of the Corporation favoring such assessment and stating the reasons therefore.

Beginning January 1, 2009, an annual Tier 2 assessment for each Lot shall be available to the members. This Tier 2 assessment allows members selecting this option to have full access to the swimming pool at Mountain Shadows Estates and the use of pool services during pool operating hours. For 2009, the annual Tier 2 assessment is $475.00. Beginning on January 1, 2010 and subsequent years, the annual Tier 2 assessment shall be determined by the Board of Directors after consideration of current costs and future needs of the pool operations. The Board of Directors is authorized to establish rules and regulations concerning the pool and other amenities in the Mountain Shadows Estates subdivision and shall publish such rules and regulations for viewing by the members on the Corporation’s website or other location.

The first annual assessment shall be made for the calendar year beginning January 1, 2009, and shall become due and payable no later than thirty (30) days thereafter. The Board of Directors shall have the authority to change the date upon which annual assessments become due and payable thereafter upon notice to the members. Payment of annual assessments may be paid annually or monthly, by methods described by the Board of Directors through its website or other means communicated to the members. The annual assessment will be determined to be late if the annual assessment is not received by February 10 of the applicable calendar year or the
monthly payment option has not been implemented via the means designated by the Board of Directors. On such date a late fee of $100.00 will be assessed in addition to the standard annual assessment. If the assessment and the corresponding late fee are not paid on or before March 1, then such assessment shall become delinquent and shall, from the due date, together with interest thereon at the maximum permissible limit for contractual interest rates in Tennessee, and together with cost of collection thereof as hereinafter provided, thereupon become a charge and continuing lien on the land and all improvements on the Lot thereon, against which each such
assessment is made, in the hands of the then Owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the Owner at the time when the assessment first became due and payable to pay such assessment shall remain his personal obligation and shall pass a personal obligation to his successor-in-title whether or not expressly assumed by them. The lien
shall not be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the Lot, except to any first priority lien now existing or hereafter placed upon a lot for the benefit of an institutional lender such as a bank, savings and loan, mortgage company or insurance company for the purpose of such institutional lender providing financing for the acquisition of the Lot or for the construction of improvements upon or to the Lot.

In addition to the rights set forth above, the Board of Directors may suspend the membership rights of any member during the period that the annual assessment remains unpaid. Upon payment of such assessment and late charges, etc., the member’s rights and privileges shall be automatically restored.

Except as amended herein, the ByLaws shall remain unchanged and in full force and effect.the member from any obligations that the member may have to the Corporation.

Section 2.04.  Resignation.  A member my resign at any time by delivering to the Secretary of the Corporation a written notice of such resignation signed by the member, which shall be included in the minutes or corporate records.  A resignation shall not be effective before the date and time the Secretary actually receives written notice of it.  A person’s membership shall be terminated upon his or her death.

Section 2.05.  Expulsion or Suspension.  A member may be expelled or suspended by the Board of Directors, but notice and an opportunity to be heard shall first be given to the member as set forth below, and the expulsion or suspension procedure shall be fair, reasonable, and carried out in good faith.  Failure to make annual membership dues payments will result in automatic expulsion or suspension.

(a)       The member shall be given not less than fifteen (15) days’ prior written notice of the expulsion or suspension, and the reason(s) therefore; and

(b)       The member must be given the opportunity to be heard, orally or in writing, by the Board of Directors not less than five (5) days before the effective date of the expulsion or suspension.

For the purposes of this Section 2.05 only, any written notice given by mail shall be sent postage prepaid by first class United States mail or by certified Untied States mail, return receipt requested, and sent to the last address of the member shown on the Corporation’s records.

Section 2.06.  Transfers and Encumbrances.  No member shall transfer, by operation of law or otherwise, or encumber in any way his or her membership of any right arising therefrom, except as follows:

            A member my transfer his or her membership only to the next owner of the current members property in Mountain Shadows subdivision.

Section 2.07.  Place.  All meetings of the members of the Corporation shall be held at the principal office of the Corporation, or at such other place as may be fixed by resolution of the Board of Directors.

Section 2.08.  Annual Meeting.  The annual meeting of the members of the   Corporation shall be held at the Corporation’s clubhouse on the third Monday in September of each and every year.  The Board of Directors may, however, by resolution, fix the date of the annual meeting on any day within the period of sixty (60) days next succeeding the foregoing date.  At the annual meeting, the members shall elect Directors, receive reports on the activities and financial condition of the Corporation, and transact such other business as may properly come before the meeting.

Section 2.09.  Special Meetings.  The Corporation shall hold a special meeting of its members upon the call of the Board of Directors or the President, or upon the written demand(s) to the Secretary by members holding at least ten (10%) percent of all votes entitled to be cast on any issue to be considered at the proposed special meeting.  Any call or demand for a special meeting shall describe the purpose(s) for which the special meeting is to be held.  Only business within the purpose(s) described in the meeting notice for the special meeting may be conducted at such meeting.

 

Section 2.10.  Notice of Meetings.  The Corporation shall notify its members of the date, time and place of each annual and special meeting of members no fewer than ten (10), nor more than forty-five (45), days before the meeting date.  The notice of a meeting shall also contain such other information, which may be required by these Bylaws.

Section 2.11.  Waiver of Notice.  A member’s attendance at a meeting:

(a)       Waives objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and

(b)       Waives objection to consideration of a particular matter at the meeting that is not within the purposes(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 2.12.  Quorum.  Unless otherwise required by law, ten percent (10%) of the votes entitled to be cast on a matter must be represented at any meeting of the members to constitute a quorum on that matter.  If, however, such quorum is not represented at any such meeting, the members present at the meeting in person or represented by proxy shall have the power to adjourn from time to time without notice other than announcement at the meeting, until the requisite quorum is present or other than announcement at the meeting, until the requisite quorum is present or represented, when any business may be transacted that might have been transacted at the meeting as provided in the original notice.

Section 2.13.  Voting Requirements.  Except as otherwise provided in these Bylaws, action on any matter voted upon at a meeting of the members is approved if a quorum exists and if the votes cast in favor of the action exceeded the votes cast against the action.  However, Directors shall be elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting of the members at which a quorum is present.

Section 2.14.  Action by Written Consent.  Action that is required or permitted to be taken at a meeting of the members may be taken without such a meeting if all members entitled to vote on the action consent to taking such action without a meeting.  If all of such members so consent, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the members, except as otherwise provide in these Bylaws.  Such consent (or counterpart(s) thereof) shall described the action taken, be in writing, be signed by each member entitled to vote on the action, indicate each signing member’s vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes or corporate records.

Section 2.15.  Action by Written Ballot.  Any action that may be taken at any annual or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter.  The written ballot shall set forth each proposed action and shall proved an opportunity to vote for or against each proposed action.  Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes cast was the same as the number of votes cast by ballot.  All solicitations for votes by written ballot shall:

(a)       Indicate the number of responses needed to meet the quorum requirements;

(b)       State the percentage of approvals necessary to approve each matter other than election of Directors; and

(c)       Specify the time by which the ballot must be received by the Corporation in order to be counted.

SECTION 3
BOARD OF DIRECTORS

Section 3.01.  General Powers and Qualifications.  All corporate powers of the Corporation shall be exercised by and under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directors.  All Directors must be natural persons and shall be at least eighteen (18) year of age.

Section 3.02.  Number of Directors.  The Board of Directors shall be comprised of thirteen (13) Directors by these Bylaws may be amended from time to time by the members or by the Board of Directors to increase or decrease the number of Directors within the limits provided by law, although at no time shall there be fewer than three (3) Directors.  A majority of Directors will be elected in odd years and a minority in even years.

Section 3.03.  Election and Tenure.  Directors shall be elected by the members at each annual meeting of the members, and each Director shall be elected to serve for a term of two (2) years, or until his or her successor is elected and qualifies; subject, however, to the removal of any Director by the members provided by these Bylaws.

Section 3.04.  Regular Meetings.  Except as otherwise provided herein, regular meetings of the Board of Directors may be held without notice at such time and place as the Board of Directors shall determine from time to time, but no less frequently than once a year.

Section 3.05.  Special Meetings.  Special meetings of the Board of Directors may be called by the President or by any two (2) Directors.

Section 3.06.  Notice of Meetings.  Except as otherwise provided herein, regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting.  Except as otherwise provided herein, special meetings of the Board of Directors must be preceded by at least two (2) days’ notice to each Director of the date, time and place, but not the purpose, of such special meeting.  Notice of any adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

Section 3.07.  Waiver of Notice.  If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.08.  Quorum and Voting.  A quorum of the Board of Directors consists of a majority (but no fewer than two (2)) of the Directors then in office before a meeting begins.  If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.

Section 3.09.  Vacancy.  If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from a removal of a Director with or without cause:

(a)       The members may fill the vacancy;

(b)       The Board of Directors may fill the vacancy; or

(c)       If the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office.

Section 3.10.  Removal of Directors.  The members may remove any one (1) or more Directors, with or without cause, at any special meeting that is specifically called for that purpose.

Section 3.11.  Action Without Meeting.  Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all Directors consent to taking such action without a meeting.  If all Directors so consent, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting shall be the act of the Board, except as otherwise provided in these Bylaws.  Such consent(s) shall describe the action taken, be in writing, be signed by each Director entitled to vote, indicate each signing Director’s vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.

Section 3.12.  Indemnification.  With respect to claims or liabilities arising out of service as a Director of the Corporation, the Corporation shall indemnify and advance expenses to each present and future Director (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

Section 3.13.  Immunity.  To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future Director (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Corporation.

SECTION 4
OFFICERS

Section 4.01.  Required Officers.  The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may from time to time be elected or appointed by the Board of Directors.  Except for the offices of President and Treasurer, the same individual may simultaneously hold more than one (1) office in the Corporation.

Section 4.02.  Election.  At the first meeting of the Board of Directors after each annual meeting of the members, the Board shall elect the officers of the Corporation by a majority vote of those Directors present, provided a quorum exists.

Section 4.03.  Term of Office.  The officers of the Corporation shall hold office for one (1) year or until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time with or without cause.

Section 4.04.  Powers and Duties of Officers.  The powers and duties of the officers of the Corporation shall be as follows:

(a)       President.  The President shall be the Chief Executive officer of the Corporation, shall have general and active management of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to any other officer(s) of the Corporation.  The President shall also report on the activities and financial condition of the Corporation at all annual meetings of the members.

(b)       Vice President.  The Vice President shall have such powers and perform such duties as may be assigned to him or her by the Board of Directors or the President.  In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.  The Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or duties.

(c)       Secretary.  The Secretary shall attend all meetings of the Board of Directors and of the members of the Corporation and shall be responsible for preparing the minutes of such meetings.  The Secretary shall be responsible for the care and custody of the minute book of the Corporation and for authenticating records of the Corporation.  It shall be his or her duty to give or cause to be given notice of all meetings of the members and of the Board of Directors.  The Secretary shall also perform such other duties as may be assigned to him or her by the Board of Directors or by the President, under whose supervision he or she shall act.  In the event the Secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take such minutes, the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes thereof.

(d)       Treasurer.  The Treasurer shall have custody of the Corporation funds and securities, shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board of Directors.  The Treasurer shall require disbursement of the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President and the Board of Directors, at any time they may require, and account of his or her transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall also report on the activities and financial condition of the Corporation at all annual meetings of the members.

Section 4.05.  Removal.  The Board of Directors may remove any officer at any time with or without cause.

Section 4.06.  Vacancies.  Any vacancies occurring in the offices of the President, Vice President, Secretary or Treasurer shall be filled by the Board of Directors as soon as practical.  Vacancies in other offices may be filled at the discretion of the Board of Directors.

Section 4.07.  Delegation of Powers and Duties.  In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers of such officer to any other officer or to any Director for the tie being.

Section 4.08.  Indemnification.  With respect to claims or liabilities arising out of service as an officer of the Corporation, the Corporation shall indemnify and advance expenses to each present and future officer (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as of now in effect and as hereafter adopted or amended.

SECTION 5
RECORDS AND REPORTS

Section 5.01.  Corporate Records.  The Corporation shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, appropriate accounting records, and a list of its members in alphabetical order by class showing their respective addresses and the number of votes each member is entitled to vote.

Section 5.02.  Records at Principal Office.  The Corporation shall keep at all times a copy of the following records at its principal office:

(a)       Its Charter or Restated Charter and all amendments thereto;

(b)       These Bylaws and all amendments thereto;

(c)       Resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;

(d)       The minutes of all meetings of members and the records of all actions taken by members without a meeting for the past three (3) years;

(e)       All written communications to members generally within the past three (3) years, including the past three (3) years’ annual financial statements;

(f)        A list of the names and business or home address of its current Directors and officers; and

(g)       The most recent annual report delivered to the Tennessee Secretary of State.

Section 5.03.  Annual Financial Statements.  The Corporation shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, and such other information necessary to comply with the requirements of the applicable provisions of the Tennessee Nonprofit Corporation Act.

SECTION 6
MISCELLANEOUS PROVISIONS

Section 6.01.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 6.02.  Seal.  The Corporation will have a seal.

Section 6.03.  Notices.  Whenever notice is required to be given to members, Directors or officers, unless otherwise provided by law, the Charter or these Bylaws, such notice may be given in person, teletype or other form of wire or wireless communication, or by telephone telegraph, mail or private carrier.  If such notice is given by mail, it shall be sent postage prepaid by first class United States mail or by registered or certified Untied States mail, return receipt requested, and addressed to the respective address that appears for each such person on the books of the Corporation.  Written Notice sent by mail to members shall be deemed to have been given when it is mailed.  Any other written notice shall be deemed to have been given at the earliest of the following:

(a)       When received;

(b)       Five (5) days after its deposit in the United States mail if sent first class postage prepaid; or

(c)       On the date on the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee.

Section 6.04.  Waiver of Notice.  Whenever any notice is required to be given under the provisions of any statue, or of the Charter or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.

Section 6.05.  Negotiable Instruments.  All checks, drafts, notes or other obligations of the Corporation shall be signed by such of the officers of the Corporation, or by such other person(s), as may be authorized by the Board of Directors.

Section 6.06.  Deposits.  The monies of the Corporation may be deposited in the name of the Corporation in such bank(s) or financial institution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or person(s) designated by resolution adopted by the Board of Directors.

SECTION 7
AMENDMENT OF BYLAWS

Section 7.01.  By Members.  The Members may amend or repeal these Bylaws at any annual or special meeting of the members where a quorum is present, provided that the notice of such meeting shall state that the purpose, or one (1) of the purposes, of the meeting is to amend the Bylaws and shall also contain a description of the amendment to be considered.  An amendment to these Bylaws must be approved by the members by the lesser of: (a) two-thirds (2/3) of the votes cast, or (b) a majority of the total number of votes entitled to be cast.  These Bylaws may also be amended by the members without a meeting in the same manner as provided therefore herein, except that such action to amend must be by: (a) two-thirds (2/3) of the votes cast, or (b) a majority of the total number of votes entitled to be cast, whichever is less. 

Section 7.02.  By Board of Directors.  By a majority vote of the Directors then in office, the Board of Directors may amend these Bylaws, including bylaws adopted by the members, at any regular or special meeting of the Board of Directors where a quorum is present, provided that such meeting is preceded by at least two (2) days’ notice to each Director of the date, time and place of the meeting.  Such notice shall also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws, and shall contain or be accompanied by a copy or summary of the proposed amendment or state the general nature thereof.  These Bylaws may also be amended by the Directors without a meeting in the same manner as provided therefore herein, except that such action to amend must be a majority vote of the Directors then in office.

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P.O. Box 21601 | Chattanooga, TN 37424 | MntShadows@gmail.com