VI. Miscellaneous
6.1. Fiscal Year
The fiscal year of the Association shall be the calendar year unless the Board establishes a different fiscal year by resolution.
6.2. Parliamentary Rules
Except as may be modified by Board resolution, Robert’s Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Georgia law or the Governing Documents.
6.3. Conflicts
If there are conflicts between the provisions of Georgia law, the Articles of Incorporation, the Declaration, and these By-Laws, the provisions of Georgia law, the Declaration, the Articles of Incorporation, and the By-Laws (in that order) shall prevail.
6.4. Books and Records
Inspection by Members and Mortgagees. The Board shall make available for inspection and copying by any holder, insurer, or guarantor of a first Mortgage on a Unit, any Member, or the duly appointed representative of any of the foregoing at any reasonable time and for a purpose reasonably related to his or her interest in a Unit: the Declaration, By-Laws, and Articles of Incorporation, any amendments to the foregoing, the Use Restrictions and Rules, the membership register, books of account, and the minutes of meetings of the Members, the Board, and committees, if any. The Board shall provide for such inspection to take place at the office of the Association, or at the office of the management agent or manager, if any, or at such other place within the Community as the Board shall designate.
Rules for Inspection. The Board shall establish reasonable rules with respect to:
(i) notice to be given to the custodian of the records; (ii) hours and days of the week when such an inspection may be made; and (iii) payment of the cost of reproducing copies of documents requested.
Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make a copy of relevant documents at the expense of the Association.
6.5. Notices
Except as otherwise provided in the Declaration or these By-Laws, all notices, demands, bills, statements, and other communications under the Declaration or these By-Laws shall be in writing and shall be deemed to have been duly given if delivered personally or when sent by United States mail, first class postage prepaid:
if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Unit of such Member; or if by electronic transmission by a form of electronic transmission consented to by the Owner and otherwise in accordance with the Georgia Nonprofit Corporation Code;
if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, or at such other address as shall be designated by notice in writing to the Members pursuant to this Section; or if by electronic transmission by a form of electronic transmission consented by the Board of Directors as provided in a resolution of the Board of Directors and otherwise in accordance with the Georgia Nonprofit Corporation Code.
6.6. Electronic Records, Signatures and Documents
To the extent permitted by Georgia law, the Declaration and these By-Laws, the Association and its Members, Owners and occupants may perform any obligation or exercise any right by use of any technological means providing sufficient security, reliability, identification and verifiability, which technological means has been approved by the Board in its sole discretion. Acceptable technological means of creating an electronic transmission may include, without limitation, electronic communication over the internet, the community or other network, whether by direct connection, internet, telecopier or e-mail. An electronic transmission which is transmitted by a Member that evidences a Member’s consent or approval on a ballot, requests or demands an action to be taken by the Association, or provides notice to the Association under these By-Laws or the Declaration shall be deemed to be written, signed, and dated for the purposes of these By-Laws and the Declaration, provided that any such electronic transmission sets forth or is delivered with information from which the Association can determine: (1) that the electronic transmission was transmitted by the Member and (2) the date on which such Member transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed. Except as may be otherwise provided in the Declaration or these By-Laws, records, signatures and notices which are accepted, created or given by the Board shall not be denied validity or effectiveness hereunder solely on the grounds that they are transmitted, stored, made or presented electronically.
Use of Electronic Signatures. Whenever the Declaration or these By-Laws authorize an electronic communication, the Board may accept an electronic signature as valid if:
the signature is easily capable of verification, under the sole control of the signatory, and attached to the electronic document in such a way that the document cannot be modified without invalidating the signature; or
the Board reasonably believes that the signatory affixed the signature with the intent to sign the electronic document, and that the electronic document has not been modified since the signature was affixed.
Verification and Liability for Falsification. The Board may require reasonable verification of any electronic signature, document, record or instrument. Pending verification, the Board may refuse to accept any electronic signature, document, record or instrument which, in the sole discretion of the Board, is not clearly authentic. Neither the Board nor the Association shall be liable to any Member or any other Person for accepting or acting in reliance upon an electronic signature or electronic document which the Board reasonably believes to be authentic. Any Member or Person who negligently, recklessly or intentionally submits any, falsified electronic document or unauthorized electronic signature shall fully indemnify the Association for actual damages, reasonable attorneys’ fees and expenses incurred as a result of such act(s).
Non-technology Alternatives. If any Owner, occupant or third party does not have the capability or desire to conduct business using electronic or other technological means, the Association shall make reasonable accommodation, at its expense, for such person to conduct business with the Association without use of such electronic or other means until such means has become generally (if not universally) accepted in similar projects in the area.
6.7. Amendment
By Declarant. So long as Declarant has the right to appoint and remove the officers and directors of the Association, Declarant may unilaterally amend these By-Laws for any purpose. Thereafter, Declarant may amend these By-Laws if such amendment is specifically required to enable any governmental or institutional lender, purchaser, guarantor, or insurer of mortgage loans to make, purchase, insure, or guarantee mortgage loans on the Units; provided that any such amendment shall not adversely affect the title to any Unit unless the Owner shall consent thereto in writing.
By Members. Except as provided above, these By-Laws may be amended only by the affirmative vote or written consent, or any combination thereof, of Members representing at least two-thirds (2/3) of the total votes in the Association, and the consent of Declarant, so long as Declarant has the right to appoint and remove the officers and directors of the Association. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
Validity and Effective Date of Amendments. Amendments to these By-Laws shall become effective upon Recordation, unless a later effective date is specified therein. Any procedural challenge to an amendment must be made within six months of its recordation or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of these By-Laws.
No amendment may remove, revoke, or modify any right or privilege of Declarant without the written consent of Declarant or the assignee of such right or privilege.
If a Member consents to any amendment to the Declaration or these By-Laws, it will be conclusively presumed that such Member has the authority so to consent and no contrary provision in any Mortgage or contract between the Member and a third party will affect the validity of such amendment.