BY-LAWS OF WEXFORD PROPERTY OWNERS ASSOCIATION, INC .
(A CORPORATION NOT FOR PROFIT)

ARTICLE I
PURPOSE

The Corporation is organized for the following purposes:

To represent the various property owners in a certain subdivision located in Columbia County, Georgia, known as “WEXFORD”, to maintain the streets and other common areas of said subdivision, to act generally to maintain and improve the quality for the residential living in said subdivision and to engage in any and all activities both within and without the State of Georgia necessary for the accomplishment of the foregoing or for any other lawful purpose.

ARTICLE II
OFFICES

The Corporation may have such offices as the board of Trustees may require. The principal office shall be located at 237 Davis Road, Augusta, Georgia in the County of Richmond and State of Georgia.

ARTICLE III
MEMBERS

1. The first members of the Corporation shall consist of the members of the original Board of Directors of the Corporation, unless they have resigned or their membership otherwise terminated.

Thereafter, the eligibility and qualifications for membership and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. A11 such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By-Laws of the Corporation and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.

2. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be nontransferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or a facsimile thereof.

ARTICLE IV
MEETING OF MEMBERS OF
WEXFORD PROPERTY OWNERS ASSOCIATION, INC

1. ANNUAL MEETING. An annual meeting of the membership shall be held on the first day in the month of April in each year beginning with the year 1987 . The Board of Trustees shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of holding elections and for the transaction of such other business as may come before the meeting.

2. SPECIAL MEETINGS. Special Meetings of the members may be called by the President or the Board of Trustees.

3. NOTICE OF MEETINGS. Written notice shall be mailed to each member, not less than 10 days nor more than 60 days before the date set for the annual meeting and not less than 5 days before the date of any special meeting. Such notice shall state the place, day and hour of the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the holding of elections and for the transaction of such other business as may properly come before the meeting. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be adjourned from time to time. In such event ,it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned.

4. QUORUM. At least 20 percent of the membership must be present at any membership meeting before business may be conducted. Then, 51 percent of the 20 percent will constitute a majority rule.  However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice.

5. VOTING. At all meetings, except for the election of officers or trustees, the membership will vote by a showing of hands. Written ballots will be used for all elections and when otherwise requested by a simple majority of members present. Any member may vote by written proxy.

ARTICLE V
BOARD OF TRUSTEES (DIRECTORS)

1. GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of Trustees. Trustees do not need to be members of the Corporation or residents of the state of incorporation.

2. BOARD MEMBERS. The number of trustees shall be three (not less than three). Each trustee shall hold office until his or her successor is elected at the annual meeting of the membership and duly qualified, subject to earlier termination by removal or resignation. The Board shall consist of all officers along with such other trustee positions as determined by the membership at their annual meeting.

3. REGULAR MEETINGS. The Board of Trustees shall hold their annual meeting immediately after, and at the same place as the annual meeting of members. The Board may provide by resolution for additional regular meetings to be held without notice except as provided 6y the resolution itself.

4. SPECIAL MEETINGS. The President or any two trustees may call for special meetings of the Board and fix the time and place for said meetings.

5. NOTICE. Trustees shall be notified of any special meeting by advance notice in writing which shall be sent by mail or personally delivered at least two days before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation. Lack of notice is waived by written waiver or attendance at the meeting without protest.

6. QUORUM. A majority of the trustees must be present in order to conduct business. However, a majority of those present may adjourn the meeting from time to time without further notice.

7. VACANCIES. Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining trustees, even if less than a quorum of the Board. A trustee so elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office. If additional trustees are to be elected to increase the size of the Board, this shall be done by election at the annual meeting of the membership.

8. COMPENSATION. The Board may provide that a salary or other compensation be paid to any trustee or other employee for his or her services. The Board may also provide by resolution that any corporate agent be indemnified for expenses and costs, including legal fees which were necessarily incurred in connection with any claim asserted against him or her by reason of his or her being or having been a corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct regarding the matter in which indemnity is sought.

9. REMOVAL. The Board of Trustees may remove any trustee at any time if, in its judgment, the best interests of the Corporation would be served thereby. However, officers elected by the membership may not be removed except by the membership, but the authority of such officer to act as an officer may be suspended by the Board for cause.

ARTICLE VI
OFFICERS

1 OFFICERS. The officers of the Corporation shall be as follows: President, Vice President,Secretary and Treasurer. Any two or more offices may be held by the same person except the offices of President and Secretary.

2 TERM. The initial officers shall be elected by the Board of Trustees at their organizational meeting. Thereafter, the officers shall be elected annually by the membership at their annual meeting. Vacancies may be filled at any meeting f the Board of Trustees. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.

3. PRESIDENT. The President shall be the principal officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the membership and the Board of Trustees. He or she shall have all such powers as may reasonably be construed as belonging to the chief executive of a nonprofit corporation.

4. VICE PRESIDENT. The Vice President shall perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act.

5. SECRETARY. The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these By-Laws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all members and their mailing addresses and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board of Trustees.

6. TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and, in general, perform all the duties incidental to the office of Treasurer and other duties as may be assigned by the President or Board of Trustees.

ARTICLE VII
COMMITTEES

COMMITTEES. The Board of Trustees may, by resolution of a majority of the Board, establish committees of two or more Trustees to conduct the management of the Corporation. Other committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Trustees in the management of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Trustees.

ARTICLE VIII
SEAL

SEAL. The seal of the Corporation shall be in the form affixed immediately below.

ARTICLE IX
AMENDMENTS

These By-Laws may be amended or repealed by an affirmative vote of at least sixty seven (67%) per cent of those present at a meeting of the membership called for the purpose of acting upon such amendment (provided that a quorum is present).