Use the document below with clickable contents or click here for the Architectural Guidelines & Covenants PDF or here for the HOA By-Laws PDF.
- ARCHITECTURAL GUIDELINES
- DECLARATION OF COVENANTS AND RESTRICTIONS
- BY-LAWS
- DEFINITIONS
- GENERAL
- MEMBERSHIP AND VOTING RIGHTS
- MEMBERS’ MEETINGS
- BOARD OF DIRECTORS
- Section 1. Powers and Duties of the Board
- Section 2. Number, Qualification, Election and Tenure
- Section 3. Annual Meetings
- Section 4. Special Meetings
- Section 5, Action without Meeting
- Section 6. Quorum
- Section 7. Resignation
- Section 8. Removal of Directors
- Section 9. Vacancies
- Section 10. Compensation of Board
- Section 11. Directors Not Liable
- Section 12. Records
- Section 13. Annual Report
- OFFICERS
- ANNUAL ASSESSMENTS AND BUDGET
- DAMAGE TO OR DESTRUCTION OF PROPERTY
- LIMITATION OF LIABILITY
- AMENDMENTS TO BY-LAWS
- CONFLICTS
- NONPROFIT OPERATION
- FISCAL YEAR
- INDEMNIFICATION
- MISCELLANEOUS
- Letter from the first HOA meeting – July 2014
- Letter from Harold McBrayer establishing the HOA – June 2014
- Miscellaneous documents establishing the HOA, LLC.
- General Duties to maintain a MS non-profit corporation
Southern Oaks
A Development of The McBrayer Group, Inc.
ARCHITECTURAL GUIDELINES
Southern Oaks is designed to be a unique community of single-family homes. The Architectural Review Committee (ARC) has the responsibility of approving individual building plans with respect to the style, design, color of exterior materials, location of home on the lot, and related matters. The ARC does not review the plans for and has no responsibility for any architectural, engineering, or construction standard, suitability, fitness, or soundness. The ARC does not seek to restrict individual creativity or preferences, but rather to maintain total continuity throughout the community. The main purposes of these guidelines, and the covenants of Southern Oaks, are to preserve the integrity of the community and to help protect the investments of the individual homeowners.
Prior to the commencement of any construction activity of any type on any lot, plans for approval must be submitted to the ARC. Details and documents to be included for submission to the ARC are listed on the following pages, along with specific requirements and/or restrictions. Written approval by the ARC must be received prior to the start of any grading, lot preparation or construction.
All property owners/builders expressly acknowledge and affirm that the ARC has full authority and control over all matters relating to the approval of building plans. This authority and control extends to the review, modification, approval and disapproval of all building plans and the required implementation thereof.
It is the property owner’s and/or builder’s responsibility to verify the correctness of all plans and at all times insure that the home conforms with the requirements and
forth herein as imposed and regulated by the ARC. Further, the property owner and/or builder must verify that the plans comply with any local rules, regulations or ordinances.
The following items are required to be submitted for approval to the ARC:
1. Drawn to scale (1” = 10′ or 1” = 20′), and including all proposed structures, sidewalks, improvements, utility and drainage easements, drainage plan, setbacks and existing trees over 8″ in diameter that are proposed to be removed.
2. Owner’s and/or builder’s name, present address and telephone number.
- Showing overall dimensions and area of structure- “A” scale.
- Building elevations (front, rear, two sides) at 4″ scale with overall height dimensions.
- Description and colors of all exterior materials, including roof materials. Samples may be provided.
- Plans must be submitted to an officer of The McBrayer Group, Inc., to receive approval prior to commencement of construction. Contact Harold McBrayer at ********** or ********** to submit plans.
- Plans will be reviewed within five working days of the date plans were submitted. The person who submitted the plans for approval will be contacted within the same period and advised of the approval, disapproval, or the need for additional information or modifications.
- Plans will be reviewed and approved subject to the installation of silt fencing and portable toilet facilities on site. The installation of silt fencing will be required to prevent erosion of soil onto the street and neighboring home sites. The property owner will be responsible for maintaining the construction site and controlling erosion on the site during construction.
- Landscaping plans (front and side yards only) must be submitted to the ARC for approval not less than 30 days prior to completion of any residence.
- Construction must commence within six months and be completed within twelve months from the date of plan approval by the ARC. No dwelling may be left unfinished. Any construction left in an unfinished condition will be subject to fines or remedy of the ARC and/or the Homeowners Association.
The minimum square footage requirement for a dwelling is 2,200 square feet of gross living area that is heated and cooled. Any dwelling consisting of more than one level (i.e., a two story home, or one with a “bonus” room upstairs) shall have a minimum of 2,000 square feet of gross living area on the first floor level that is heated and cooled. The first floor level shall be defined as the level that is on grade with, or closest to grade with, the street fronting all lots. Basement levels shall not be considered first floor levels. Variance requests may be considered for the first floor square foot minimum, but must be approved by the ARC.
No dwelling or structure may be constructed within the following setbacks from the lot lines:
- Front 20’
- Rear 20’
- Sides 7.5’
Driveways and sidewalks may be placed upon areas between the lot lines and the setback lines.
Roofs shall be covered with architectural style shingles.
Specific mailboxes are established for this community. Each property owner/builder is responsible for the purchase and installation of the required mailbox prior to completion of construction of a dwelling on the lot. Contact Harold McBrayer at ********** or *********** to obtain information on where to purchase the mailbox required.
Concrete sidewalks are required in the community of Southern Oaks. Sidewalks shall be placed along the lot line fronting the street 18” back of curb, and shall be 36” in width with a light broom finish. The placement of the sidewalk in relationship to back of curb and grade side to side may not exceed 5%. Sidewalks shall have scored control joints at 48″ intervals. It shall be the responsibility of the property owner to install the sidewalk between the side lot lines of his lot at the time the driveway is installed.
Concrete driveways of broom finish or exposed aggregate are required on each lot from the street to the dwelling. Other materials may be used, but must first be approved by the ARC prior to installation of the driveway.
Public sewer hook up is available through the Town of Marion. However, it shall be the responsibility of the property owner/builder to purchase and install the grinder pump necessary to pump the sewage from his dwelling to the main sewer line installed by the developer. Contact Harold McBrayer at *********** or ************* to obtain information on where to purchase this pump.
Acceptable choices for exterior siding shall include brick, cedar siding, stucco or synthetic stucco. Vinyl siding and masonite siding will not be acceptable. Any other exterior siding materials must be submitted for approval.
Landscape plans must be submitted to the ARC prior to installation and landscaping and within 30 days prior to completion of any dwelling. Each individual home site must install the following:
- Front yard: A minimum of two shade trees (preferably a hardwood species such as oak) with a minimum trunk diameter of 2” and minimum height of 8′. In circumstances of existing hardwoods, this requirement may be waived.
- Front yard: A minimum size of three-gallon plants for medium to large shrub types. Medium size is defined as a plant that will eventually reach 36” in height.
- Front yards must receive solid sod where grass is used. No sprigging or “checker board” sodding will be accepted.
Water runoff for each individual home site must be handled by adequately sloping all areas so that runoff can be directed to the natural drainage areas or to storm drainage facilities. No structure or improvements may alter the natural drainage of the site to the degree that it negatively impacts the surrounding home sites. The drainage shall be the responsibility of the property owner and/ or builder.
Each structure on a lot must fall within the required setback distances adopted in the Southern Oaks covenants. Property owners are strongly encouraged to save as many trees as possible when locating a structure on a lot.
Any outbuildings, or such structures for storage that are detached from the main dwelling on a lot, shall be constructed of similar material as the dwelling and be hidden from view by a fence. No outbuilding or detached storage building shall be portable in nature. All outbuildings must be approved by the ARC prior to construction.
There shall be no burning of trash, trees or other debris on any lot in Southern Oaks.
Fencing is optional, except when an outbuilding is located on a lot. All fencing shall be a 6′ cedar good neighbor fence unless otherwise approved by the ARC. All walls must be approved by the ARC prior to commencement of construction.
All garages must have doors. Carports are not allowed unless approval is obtained from the ARC.
A satellite dish may be installed provided it is not larger that 24” in diameter and it is hidden from view from the street.
Remodeling and additions to existing improvements are required to meet the same criteria as new construction. An approval from the ARC is required for this work just as it is for new construction.
The ARC reserves the right to alter, modify, or change any or all of the above guidelines at any time. It shall be the applicant’s responsibility to check with the ARC before plan submittal for updated guidelines.
If, after receiving approval from the ARC, any property owner/builder fails to comply with the rules and regulations of the ARC, the ARC shall have the right to cause the property owner/builder to cease construction, remove, or replace any item not in compliance so that construction shall thereafter be in compliance with these guidelines. The property owner may be assessed for any cost or fees incurred by the ARC or Homeowners Association in enforcing these guidelines and a lien may be placed upon the property if any fees are not paid within 30 days.
The Architectural Review Committee (ARC), each member of the ARC, The McBrayer Group, Inc., and each officer of The McBrayer Group, Inc., shall not be liable to any property owner, builder, or all as hereafter referenced to any other person on account of any claim, liability or expense suffered, incurred or paid by or threatened against such property owner, builder or other person arising or resulting from or in any way relating to the subject matter of any review, acceptances, inspections, permissions, consents or required approvals which must be obtained from the ARC or public authorities, whether given, granted or withheld. No approval of plans and no publication of architectural standards or bulletins shall be construed either to represent, guarantee or imply that such plans or architectural standards will result in a properly designed dwelling or other improvement, or to represent, guarantee, or imply that any d other structure or improvement will be built or constructed in a good, workmanlike manner. Approval of any particular plans shall in no way be construed as a waiver of the right of the ARC to disapprove all or any portion of the plans if such plans are subsequently submitted for use in any other instance.
No person may rely upon any verbal statement or representation of any party or agent of The McBrayer Group, Inc., or the Southern Oaks ARC, except to the extent that such statement or representation is set forth herein.
The ARC must approve any deviation from any of the above guidelines.
DECLARATION OF COVENANTS AND RESTRICTIONS
OF SOUTHERN OAKS SUBDIVISION
This Declaration, is made this the 15 day of September, 2000, by The McBrayer Group, Inc., a Mississippi Corporation, hereinafter called “Developer” or “Declarant.”
WITNESSETH:
WHEREAS, Developer is the owner of the real property described on Exhibit “A” attached to this Declaration (hereafter “The Property”) and desires to create thereon a residential community which shall be known as “Southern Oaks Subdivision”;
WHEREAS, Developer desires to provide for the preservation of the values and amenities in said community and for the maintenance of certain open spaces and other common facilities; and to this end, desires to subject The Property to these covenants, restrictions, easements, charges and liens, set forth herein, each and all of which is, and are, for the benefit of The Property and each owner thereof;
WHEREAS, Developer has deemed it desirable, for the preservation of the values and amenities in the community, to create an association to which it shall be delegated and assigned the powers of maintaining, administering and enforcing these covenants and restrictions, and assigned the management, maintenance and care of Association property, and doing all other things necessary to preserve the values and amenities of this community;
WHEREAS, Developer has incorporated under the laws of the State of Mississippi a nonprofit corporation, The Southern Oaks Maintenance Association, for the purposes stated herein; and
WHEREAS, Developer intends to include additional property under these covenants and restrictions, if the Southern Oaks subdivision is expanded.
NOW THEREFORE, the Developer declares that The Property is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens (sometimes referred to as “Covenants and Restrictions”) hereinafter set forth.
ARTICLE I
The following words when used in this Covenant or any Supplemental Covenant (unless the context shall indicate a contrary intention) shall have the following meanings:
- “Association” shall mean and refer to The Southern Oaks Maintenance Association, its successors and assigns.
- “The Property” shall mean and refer to that property described on Exhibit “A” hereto which is subject to these Covenants and any Supplemental Covenants under the provisions of Article II hereof.
- “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the owners. The Common area shall be deeded to the Association after the organization of the Association and shall be shown as Common Area on each plat filed in the Land Records of the Chancery Clerk of Lauderdale County, Mississippi.
- “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map or plat of The Property, with the exception of the Common Area as heretofore defined.
- “Owner” shall 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 Property, but excluding those having such interest merely as security for the performance of an obligation.
- “Member” shall mean and refer to every person or entity that holds membership in the Association.
- “Architectural Committee” shall mean the committee consisting of the Board of Directors of the Association.
- “Board” shall mean the Board of Directors of the Association.
- “Declarant” or “Developer” shall mean The McBrayer Group, Inc.
ARTICLE II
PROPERTY SUBJECT TO THIS DECLARATION:
The real property which is, and shall be held, transferred, sold, conveyed and occupied subject to this Declaration is located in the County of Lauderdale, State of Mississippi, and is more particularly described on Exhibit A which is attached hereto and made a part hereof, all of which property shall be referred to as “The Property.” From time to time, Developer may subject other properties to this Declaration by filing such supplemental declarations with the description of that property which shall become subject to the terms and conditions of this Declaration.
ARTICLE III
Every person or entity that owns any lot, including a builder, shall be a member of the Maintenance Association and shall abide by its Articles of incorporation and bylaws. Membership shall be appurtenant to and may not be separated from ownership of any lot. The Association shall be governed by its Articles of Incorporation and its bylaws.
ARTICLE IV
PROPERTY RIGHTS IN THE COMMON PROPERTIES
SECTION 1. Members’ Easements of Enjoyment. Every member shall have a right and easement of enjoyment in and to the common properties and such easement shall be appurtenant to and shall pass with the title to every lot, subject to the Articles of incorporation and the bylaws of the Association.
SECTION 2. Title to Common Area. The Association shall own all real property designated on the plat of subdivision as “Common Area.” The Developer, by filling the plat of the subdivision, shall be deemed to have deeded such Common Area to the Association. The Developer agrees that the conveyance of title to the Common Area to the Association shall be free and clear of all liens and encumbrances.
ARTICLE V
COVENANT FOR MAINTENANCE ASSESSMENTS
Creation of Lien and Personal Obligation for Payment of Assessments and Special Assessments. Declarant, for each lot owned within the subdivision, shall be deemed to covenant and agree, and each owner of any lot by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association any annual assessments or charges and special assessments, together with such interest thereon and costs of collection, and said amounts shall be a charge on the land and shall be a continuing lien upon each lot against which each such assessment or special assessment is made. Each such assessment and special assessment together with such interest thereon, cost of collection and reasonable attorney’s fees, shall also be the personal obligation of the person who was the owner of the lot at the time when the assessment or special assessment fell due. The personal obligation for delinquent assessment or special assessment shall not pass to his successors in title unless expressly assumed by them.
The lien for assessments and special assessments shall be subject to and subordinate to the lien of any recorded first mortgage or Deed of Trust.
Assessments shall be fixed by the Association in accordance with the Articles of Incorporation and bylaws of the Association.
ARTICLE VI
SECTION 1. Review by committee. No structure, whether a residence, accessory building, tennis court, swimming pool, fence, wall, exterior lighting, or other improvement, shall be constructed or maintained upon any lot and no alteration or repainting to the exterior of a structure shall be made and no landscaping performed unless complete plans, specifications, and site plans, showing the exterior design, height, building material and color scheme thereof, the location of the structure plotted horizontally and vertically, the location and size of driveways, the general plan of landscaping, fencing walls and windbreaks and the grading plan shall have been submitted to and approved in writing by the Architectural Committee, and a copy of such plans, specification, and lot plans as finally approved are deposited with the Architectural Committee. Only those house numbers and mailboxes, which are approved by the Developer and the Architectural Committee, shall be used and maintained on The Property. All replacement numbers and mailboxes shall conform to the original ones and shall be purchased at the expense of the lot owner.
SECTION 2. Best Judgment. The Architectural Committee shall exercise its best judgment to see that all improvements, construction, landscaping and alterations conform to and harmonize with existing surroundings and structures.
SECTION 3. Procedures. The Architectural Committee shall approve or disapprove all plans and requests within five (5) business days after submission. In the event the Architectural Committee fails to take any action within five (5) business days after requests have been submitted, approval will be deemed to have been given, and this Article will be deemed to have been fully complied with and construction shall be in compliance with plans as submitted. The Architectural Committee may adopt procedures and architectural guidelines, which shall be approved by the Board of Directors of the Association.
SECTION 4. Voting. A majority vote of the Architectural Committee is required for approval or disapproval of proposed improvements.
SECTION 5. Written Records. The Architectural Committee shall maintain written records of all applications submitted to it and of all actions it may have taken.
SECTION 6. Limited Liability. The Architectural Committee shall not be liable for damages to any person submitting requests for approval or to any owner of any lot by reason of any action, failure to act, approval, disapproval or failure to approve or disapprove with regard to such requests. The Architectural Committee may refuse approval on any grounds, including purely aesthetic conditions.
SECTION 7. Fees. The Architectural Committee may charge a reasonable fee for its services in reviewing the plans and specifications.
SECTION 8. Members. The Board of Directors of the Association shall serve as the members of the Architectural Committee.
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ARTICLE VII
SECTION 1. Structures and Grounds. The structures and grounds of each lot shall be maintained in a neat and attractive manner. Upon the Owner’s failure to maintain, the Architectural Committee may, at its option, after giving the owner thirty (30) days written notice sent to his last known address, have the grass, weeds and vegetation cut when, and as often as the same is necessary in its judgment and have dead trees, shrubs and plants removed from any lot.
SECTION 2. Failure To Make Repairs. Upon the Owner’s failure to maintain the exterior of any structure in good repair and appearance the Architectural Committee may, at its option, after giving the owner six (6) months written notice, make repairs and improve the appearance in a reasonable and workman-like manner.
SECTION 3. Assessment of Cost. The cost of such maintenance referred to in Sections 1 and 2 of this Article shall be assessed against the lot upon which such maintenance is done and shall be added to and become part of the maintenance assessment or charge to which such lot is subject under Article V hereof.
SECTION 4. Access at Reasonable Hours. For the sole purpose of performing the maintenance referred to in Section 1 and 2 of this Article, the Association, through its duly authorized agents or employees shall have the right, after reasonable notice to the owner, to enter upon any lot at reasonable hours on any business day.
ARTICLE VIII
The following restrictions are imposed as a common scheme upon all lots and Common Areas for the benefit of each lot and Common Areas and may be enforced by any Owner of a lot or the Association:
- No garbage, refuse, rubbish, tree limbs, pine straw, leaves or cuttings shall be deposited on any street, road, or Common Area.
- No building material of any kind or character shall be placed upon any lot except in connection with construction approved by the Architectural Committee. As soon as building materials are placed on any lot in such connection, construction shall be promptly commenced and diligently prosecuted.
- No clotheslines, drying yards, service yards, wood piles or storage areas shall be so located as to be visible from a street, road or Common Area.
- Any exterior lighting installed on any lot shall either be indirect or of such controlled focus and intensity as not to disturb the residents of the adjacent property.
- No animals, livestock, or poultry of any kind shall be raised, bred or kept on any lot except as pets, and such animals, livestock and poultry as may be pets, shall not be kept, bred, or maintained for commercial purposes.
- Only signs advertising the sale of a lot and which are approved by the Architectural Committee shall be allowed on or used on any lot.
- No used, or previously erected, or temporary house, structure, house trailer or non permanent outbuilding shall ever be placed, erected or allowed to remain on any lot or Common Area.
- Except as provided herein, no junk vehicle, commercial vehicle, trailer, truck, camper, camp truck, house trailer, or other machinery or equipment of any kind or character (except for such equipment and/or machinery as may be reasonable, customary and usual in connection with the use and maintenance of any dwelling or other improvements located upon any lot and except for such equipment and/or machinery as the Association may require in connection with the maintenance and operation of the Common Areas and the community facilities) shall be kept upon any lot, or the Common Area, nor (except for bona-fide emergencies) shall the repair or extraordinary maintenance of automobiles or other vehicles be carried out thereon; provided, however, that this restriction shall not apply to vehicles, trailers, boats, machinery, equipment or the like stored and kept within an enclosed storage room or garage. The Association may, in the discretion of its Board of Directors, provide and maintain a suitable area designated for the parking of such vehicles or the like.
- None of the lots may be improved, used or occupied for other than private single family residential purposes; however, the Developer or Declarant may use one or more lots for a temporary office building, and use the same as an office during the development and sale of the lots.
- All buildings built on any lot shall comply with the set back restrictions imposed upon such lot on either the recorded plat in the Chancery Clerk’s office of Lauderdale County, Mississippi, or in the deed to each purchaser of a lot. Such set back restrictions shall be a covenant running with the land.
- Easements for installation and maintenance of utilities and drainage facilities are reserved in rights of way of drives and roads or on the side or rear of each lot as shown on the recorded plat.
- No lot may be subdivided into two or more lots.
- No lot or building site shall contain an above ground pool. No swimming pool shall be constructed without prior written approval of the Architectural Committee.
- All fences, decks, storage buildings, patios, storm doors and screens, sun control devices, garages and carports, driveways or parking pads, additional rooms, porches, greenhouses, air conditioning units, attic ventilators, chimneys and metal flues, dog houses, flag poles, retaining walls and any other structure or addition to a present structure shall be subject to the approval of the Architectural Committee.
- No antennae shall be erected on, located on, placed on any lot or allowed to remain on, any lot or Common Area. Satellite dishes not exceeding 24” in diameter may be installed, provided they are hidden from view from the street.
- No garage or outbuilding on any lot shall be used as a living quarters either permanent or temporary.
- No lot shall be used for the purpose of boring, mining, quarrying, exploring for or removing oil or other hydrocarbons, minerals, gravel or earth.
- No individual sewage disposal system shall be permitted on any lot or building site. All lots or building sites must connect and subscribe to the sewage services provided by the town of Marion.
- All residences shall be built to contain a specified number of square feet of completed, livable, heated or coled space, as required either on the recorded plat of the subdivision or in the deed to each purchaser. Such square footage requirements of livable heated or cooled space shall be a covenant running with the land. In no event shall any residence constructed on the Property contain less than 2,200 square feet of completed, livable, heated or cooled space.
- Any residence or building or improvement that is destroyed partially or totally, by fire, storm or any other means shall be repaired or demolished within a reasonable time and the lot restored to an orderly and attractive condition. However, the lot owner is not required to rebuild the structure as it existed prior to the demolition, only to clean the lot so it presents a neat appearance.
- Each lot owner shall provide space for the parking of automobiles off public streets.
- Each lot owner shall provide a sidewalk along all road or street frontage of the lot. The sidewalks shall be thirty-six inches (36″) in width and shall be located eighteen inches (18″) from the backside of the curb on all road or street frontage.
- All mailboxes shall be the same height and the same design for each residence constructed on each lot, and all mailboxes shall be approved by the Architectural Committee prior to installation.
- Except for a driveway or utilities to a home on a lot, no lots or any portions thereof may be converted to or utilized for the purpose of constructing a road or street or installing utilities to adjoining property, without the written permission of the developer, The McBrayer Group, Inc.
ARTICLE IX
SECTION 1. Duration. The Covenants and Restrictions of this Declaration shall run with and bind the land, shall inure to the benefit of and be enforceable by the Association, or the owner of any lot subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, for a term of thirty (30) years from the date this declaration is recorded, after which time said Covenants shall be automatically extended for successive periods of Icn (10) years unless an instrument terminating these Covenants and restrictions signed by the then Owners of seventy-five percent (75%) of the Lots has been recorded prior to the commencement of any ten-year period.
SECTION 2. Amendments. These Covenants and restrictions may be amended during the first twenty years from the date of the Declaration, by an instrument signed by not less than ninety percent (90%) of the Lot Owners and thereafter by an instrument signed by not less than seventy-five percent (75%) of the Lot Owners. Notwithstanding any other provision in these covenants and restrictions, for as long as the Developer shall own any property within the subdivision or there are additional phases to be added to Southern Oaks Subdivision, then these covenants shall not be amended without the written approval of the Developer. Any amendment must be properly recorded in the Land Records of the Chancery Clerk of Lauderdale County, Mississippi.
SECTION 3. Notices. Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as Member or Owner on the records of the Association at the time of such mailing. Each purchaser of a lot shall forward a copy of his recorded warranty deed to the Association or its officers.
SECTION 4. Enforcement. Enforcement of these covenants and restrictions shall be by any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction, either to restrain violation or to recover damages, and against the land to enforce any lien created by these covenants; and failure by the Association or any Owner to enforce any covenant or restriction therein contained shall in no event be deemed a waiver of the right to do so thereafter.
SECTION 5. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions, which shall remain in full force and effect.
SECTION 6. Attorney Fees. In any legal proceeding for the enforcement or to restrain the violation of this instrument or any provision thereof, by reference or otherwise, the prevailing party or parties shall be entitled to attorney fees in such amounts as the court finds reasonable. All remedies provided for herein or at law or equity shall be cumulative and not exclusive.
SECTION 7. Dissolution. The Association may be dissolved with consent given in writing and signed by not less than two-thirds (2/3) of the members. Upon dissolution of the Association other than incident to the merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which the Association was created. In the event that such dedication is refused acceptance, such assets shall be conveyed and granted and assigned to any non profit corporation, association, trust, or other organization to be devoted to such similar purposes.
SECTION 8. Covenant Running with the Land. This Declaration shall be a covenant running with the Land and shall apply to all lots and Common Areas that are created from The Property.
EXHIBIT A
Property Description:
West 12 of the East 1/2 of the NW 14 of NE 1/4, Section 21, Township 7, Range 16 Lauderdale County, Mississippi 14
BY-LAWS
OF
SOUTHERN OAKS PROPERTY OWNERS ASSOCIATION
ARTICLE I
Unless the context otherwise specifies or requires, the terms defined in Article I hereunder shall, for all purposes of these By-Laws, have the meaning herein specified.
ARTICLES. The term Articles shall mean the Articles of Incorporation of Southern Oaks Property Owners Association (the “Association”) which are filed in the office of the Secretary of State of Mississippi, a true copy of which is on file at the principal office of the Association and with the Association’s registered agent, together with such amendments to the Articles as may from time to time be properly made.
ASSOCIATION. The term “Association” shall mean Southern Oaks Property Owners Association.
BOARD. The term “Board” shall mean the Board of Directors of Southern Oaks Property Owners Association.
BY-LAWS. The term “By-Laws” shall mean this instrument and as it may be amended from time to time pursuant to the provisions herein.
ASSESSMENT(S). The term “assessment(s)” shall mean those assessments required of members of Southern Oaks Property Owners Association as provided in these bylaws.
SOUTHERN OAKS. The term “Southern Oaks” shall mean the land of those lots of Southern Oaks, a subdivision.
COVENANTS AND RESTRICTIONS. The term “covenants and restrictions” shall mean the Declaration of Covenants and Restrictions affecting Southern Oaks.
DECLARANT. The term “Declarant” shall mean The McBrayer Group, Inc., who incorporated the Southern Oaks subdivision and the Southern Oaks Property Owners Association.
MEMBER. The term “member” shall mean any person or entity who is a member of the Association by virtue of his owning a lot in Southern Oaks and by virtue of his paying the appropriate assessments. Declarant shall also be considered a member as long as Declarant owns a lot(s) in Southern Oaks, and shall be exempt from payment of any assessments.
OWNER. The term “owner” shall mean the person(s) or entity owning a lot in Southern Oaks.
ARTICLE II
Section 1. The Property. Southern Oaks is located in the State of Mississippi.
Section 2. The Association. Southern Oaks Property Owners Association (the Association) has been organized to perform the functions described herein. The Association is charged with the duties and has the powers prescribed by law and set forth in the Articles of Incorporation, these By-Laws and the Protective Covenants of Southern Oaks.
The Association is a non-profit association. The Association is used by the members to manage and maintain the common areas of Southern Oaks.
Each member, upon becoming an owner of one (1) of the lots of Southern Oaks and paying an assessment, by virtue of being such an owner and member and for so long as he is such an owner and member, shall be deemed a member of the Association.
Membership in the Association shall not be transferred, pledged or alienated in any way except upon transfer of title of a lot, and then only to the transferee of title, except in the instance of suspension as provided herein. Any attempt to make a prohibited transfer shall be null and void.
Section 3. The provisions of these By-Laws are applicable to all lots in Southern Oaks.
Section 4. All present and future owners, lessees and occupants of a lot and their employees, and any other person(s) are subject to these By-Laws and all covenants, agreements, restrictions, easements and declarations of record, and the Declaration of Protective Covenants, Conditions and Restrictions of Southern Oaks. The acceptance of a deed of conveyance or the entering into a lease or the act of occupancy of a lot shall constitute an agreement that all of the above documents, restrictions and conditions, as they may be amended from time to time, are accepted, ratified and will be complied with.
Section 5. Office of the Association. The office and principal place of business of the Association and the Board shall be located in the City of Madison, Madison County, Mississippi. The street address of the Association is 123 Langdon Drive, Madison, Mississippi 39110; and the mailing address of the Association is P. O. Box 2689, Madison, Mississippi 39130. The Association may have offices at such other places within and without the State of Mississippi as the Board of Directors may from time to time determine.
Section 6. Documents Available for Review. Copies of these By-Laws, the Articles of Incorporation, the Protective Covenants of Southern Oaks, as they may be amended from time to time, and all books and records of the Association shall be made available for inspection by members of the Association and their authorized agents.
ARTICLE III
Section 1. Membership. Every person or entity who is an owner of record of a fee or undivided fee interest in any Lot of Southern Oaks and has paid the assessments established by the Board shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. The Declarant shall be exempt from annual assessments but shall remain a member of the Association as long as Declarant owns lot(s) in Southern Oaks.
Section 2. Voting Rights. The voting rights of the Members shall be as follows, to-wit:
(A) Each person, other than the Declarant, who is or who hereafter becomes an Owner of a Lot shall be entitled to one (1) vote for each Lot owned. Upon the sub-division of any Lot as initially conveyed by Declarant, each sub-divided part thereof meeting the requirements of the Declaration shall be considered a Lot and the Owner thereof entitled to one (1) vote. Any lots combined to contain one residential dwelling shall be considered one lot and one membership in the Association; therefore said lot owner shall have one vote and be responsible for one membership fee.
(B) The Declarant and its nominee or nominees, if any, shall be entitled to seven (7) votes for each Lot owned.
(C) Whenever any provision of the Declaration requires a vote of a specified percentage of the voting power of the Members, then such provision shall require a vote by the specified percentage of the voting power of all Members, and Declarant shall be entitled to the seven (7) to one (1) ratio herein granted.
ARTICLE IV
Section 1. Annual Meetings: Election of Directors. Within ninety (90) days after the Association is organized, the organizational meeting of the members shall be called by the incorporator. Thereafter, the annual meeting of the members shall be held on the fourth Thursday in the month of July each year, beginning with the year 2014, at the hour of 6:30 o’clock p.m. for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Mississippi, such meeting shall be held on the next business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Location of Annual Meetings. The Board of Directors may designate any place, either within or without the State of Mississippi, as the place of meeting for any meeting of members. If no designation is made, then the place of meeting shall be the principal office of the Association in the State of Mississippi.
Section 3. Special Meetings. It shall be the duty of the Board to call a special meeting of the members as directed by the Board or upon a petition signed by at least one-third (1/3) of the members, delivered to the Secretary.
Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail or deliver a notice of each annual or special meeting, stating the purpose thereof, as well as the time and place where it is to be held, to each member of record, at least ten (10) days but not more than sixty (60) days prior to the date of the meeting. If mailed, such Notice shall be deemed to have been delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the Association with postage thereon prepaid.
Section 5. Waiver of Notice. A written waiver of Notice signed by a member, whether before or after a meeting, shall be equivalent to the giving of such Notice. Attendance of a member at a meeting shall constitute a waiver of Notice of such meeting, except when the member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Action without Meeting. Any action of the members may be taken without a meeting without prior notice and without a vote, if consent in writing setting forth the action so taken is signed by a majority of members of the Association. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those members who have not consented in writing, which notice shall fairly summarize the material features of the authorized action.
Section 7. Act of the Members. Except as provided otherwise in these By-Laws, the presence in person or by proxy of one-third (1/3) of the members shall constitute a quorum at all meetings of the members of the Association for voting or conducting other business. The act of the majority of the members present at any meeting at which there is a quorum shall be the act of the full membership. If any meeting of the Association cannot be held because a quorum has not attended, a majority in interest of the members who are present at such meeting, either in person or by proxy, shall adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called for.
Section 8. Proxies. Every member entitled to vote at a meeting of members or to express consent to dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall be signed by the member or his oth authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
ARTICLE V
Section 1. Powers and Duties of the Board
The Board of Directors shall have all the powers, authorities, and duties necessary or appropriate for the management and administration of the affairs of the Association, and in managing and administering such affairs, the Board of Directors shall have power and authority to do all acts and things except those which by law or by the Declaration or by the Charter or by these Bylaws, as same may be amended from time to time, may be exercised and done only by the Members. The powers, authorities, and duties of the Board of Directors shall include, but shall not be limited to, the following:
(A) To provide for the care, upkeep and surveillance of the Common Areas and Common Facilities and services in a manner consistent with law and the provisions of these Bylaws and the Declaration; and,
(B) To provide for the establishment, assessment, collection, use, and expenditure of assessments and carrying charges from the Members, and for the filing and enforcement of liens therefore in a manner consistent with law and the provisions of these Bylaws and the Declaration; and,
(C) To provide for the designation, hiring, and dismissal of the personnel necessary and appropriate for the proper care and maintenance of the Common Areas and Common Facilities and to provide services on the project in a manner consistent with law and the provisions of these Bylaws and the Declaration; and,
(D) To provide for the promulgation and enforcement of such rules, regulations, restrictions and requirements as may be deemed proper respecting the use, occupancy and maintenance of the Common Areas and Common Facilities, including but by no means limited to rules, regulations, restrictions, and requirements designed to prevent unreasonable interference with the use of the Common Areas and Common Facilities by the Members and others, all of which rules, regulations, restrictions, and requirements shall be consistent with law and with the provisions of these Bylaws and the Declaration; and,
(E) To authorize, in their discretion, the payment of patronage refunds if and when the funds derived from assessments shall prove to be more than sufficient to meet all reasonably foreseeable needs of the Association during the then current fiscal year; and,
(F) To purchase insurance upon the Common Areas and Common Facilities in the manner provided for in these Bylaws; and,
(G) To repair, restore or reconstruct all or any part of the Common Areas and Common Facilities after any casualty loss in a manner consistent with law and the provisions of these Bylaws, and to otherwise improve the Common Ares and Common Facilities; and,
(H) To lease and to grant licenses, easements, rights of way, and other rights of use in all or any part of the Common Areas and Common Facilities; and,
- To purchase Lots and to lease, mortgage or convey the same, subject to the provisions of these Bylaws and the Declaration.
Section 2. Number, Qualification, Election and Tenure
The number of Directors shall be the number of Directors elected from time to time in accordance with these By-Laws, but shall never be less than three (3). The number of Directors may be increased or decreased from time to time by election in accordance with these By-Laws. The first Board of Directors shall be elected by the members of the Association at the organizational meeting of the Association. Subsequent Boards of Directors shall be elected by the voting members at the annual meeting of members and shall serve until the next succeeding annual meeting and until their successors have been elected and qualified.
The Board of Directors shall hold its annual meeting at the same place as and immediately following each annual meeting of members for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. No prior notice of the annual meeting of the Board of Directors shall be required.
Special meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the members of the Board, Notice of a special meeting shall be given to each Director at least ten (10) days but not more than sixty (60) days prior to the day named for such meeting.
Section 5, Action without Meeting
Any action of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken signed by all of the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
At all meetings of the Board, a majority of the members thereof shall constitute a quorum for the transaction of business and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board.
Any Director may resign at any time by giving written notice to the President, the Secretary, or to the Board.
Section 8. Removal of Directors
At any meeting of members called expressly for that purpose, any Director or Directors may be removed from office, with or without cause, by majority vote of the voting members. New Directors may be elected by the members for the unexpired terms of Directors removed from office at the same meetings at which such removals are voted. If the members fail to elect persons to fill the unexpired terms of removed Directors, and if the members did not intend to decrease the number of Directors to serve on the Board, then the vacancies unfilled shall be filled in accordance with provisions in these By-Laws for vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board of Directors, unless otherwise, provided by law or the Articles of Incorporation. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of members or a special meeting of members called for that purpose.
Section 10. Compensation of Board
No member of the Board shall receive any compensation from the Association for acting as such, except for reimbursement of necessary and duly incurred expenses.
Section 11. Directors Not Liable
The Directors shall not be liable to the members of the Association for any mistake of judgment, negligence or otherwise, except for their own individual willful misconduct or bad faith.
The Board shall cause to be kept detailed records of the actions of the Board, Minutes of the meetings of the Board, Minutes of the meetings of the members and books of account of the Association.
An annual report of the receipts and expenditures of the Association may be made at the end of each year by an independent, disinterested, certified public accountant if requested by a majority of the members. The Board may cause this report to be made and a copy of said report to be sent to each member promptly after it is made. In addition, a copy of said report may be kept on file at the office of the Association and may be made available for inspection by members and their authorized agents during reasonable business hours.
ARTICLE VI
Section 1. Principal Officers. The principal officers of the Association shall be the President, Vice-President and the Secretary-Treasurer, each of whom shall be elected by the Board of Directors, and any two or more offices may be held by the same person.
Section 2. Officers Elected by Board. The officers of the Association shall be elected annually by the Board of Directors at its meeting after each annual meeting of members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal of Officers Elected by Board. Upon the affirmative vote of the majority of the Board at a regular or special meeting thereof called for that purpose, any officer chosen by said Board may be removed, either with or without cause, and his successor elected.
Section 4. President. The President shall be the Chief Executive Officer of the Association. He shall preside at all meetings of the members of the Association and of the Board. He shall have all general powers and duties which are incidental to the office of President and may, in his discretion, decide appropriate matters to assist in the conduct of affairs of the Association. The President shall be elected by and from the Board.
Section 5. Vice-President. The Vice-President shall take the place of the President, and shall perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board shall appoint some other member of the Board to act in 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 or by the President. The Vice-President shall be elected by and from the Board.
Section 6. Secretary-Treasurer. The Secretary-Treasurer shall keep the Minutes of all meetings of the members of the Association and of the Board; shall have charge of such books and papers as the Board may direct; shall be responsible for keeping full and accurate financial records and books of accounts showing all receipts and disbursements and for the preparation of any required financial data; shall be responsible for the deposit of all monies and other valuable effects in the name of the Board and/or the Association in such depositories as may from time to time be designated by the Board; and shall perform all duties incidental to the office of Secretary-Treasurer under the laws of the State of Mississippi. No payment voucher shall be paid unless and until approved by the Secretary-Treasurer or the President. The Secretary-Treasurer shall be elected by and from the members of the Board.
Section 7. Execution of Documents for the Board. All agreements, contracts, deeds, leases, checks and other instruments of the Association as may be authorized by the Board, shall be executed by the President.
Section 8. Compensation of Officers. No officers shall receive any compensation from the Association for acting as such, except for reimbursement of necessary and duly incurred expenses.
Section 9. Resignation. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary-Treasurer. Any such resignation shall take effect the date of the receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 10. Vacancies. Vacancies in offices, however occasioned, may be filled at any time by election by the Board of Directors for the unexpired terms of such offices.
ARTICLE VII
Section 1. Annual Assessments. The members of the Association, by acceptance of the deed to any lot in Southern Oaks, agree to pay to the Association the following:
(a) An initial assessment payable at the time the owner acquires fee title to any lot or property in the amount of Two Hundred Dollars ($200.00) for each lot in Southern Oaks, which initial assessment shall constitute the lot owner’s assessment for the entire first year; and,
(b) A regular annual assessment payable on or before the first day of March of each year thereafter in an amount necessary to pay for: (i) maintenance of the alleys and common areas; (ii) insurance premiums; (iii) paying all necessary and reasonable costs of administration, management, legal and accounting services connected with the Association, including the payment of a reasonable fee to any management agent designated by the Association; and (iv) provide such other services as the Association may deem to be in the best interest of the development and the members of the Association.
The Association is not organized for profit and no part of the net earnings shall inure to the benefit of any member, any director of the Association, any officer of the Association or any other individual.
Section 2. Annual Budget. The Association shall cause to be prepared an annual budget for each calendar year and shall notify the members by February 1st of each year of the regular annual assessment which is necessary to fund the Association’s budget. Every effort shall be made to keep the budget as low as possible consistent with the obligations to be met. In the preparation of such budget, the Board may provide not only for actual cost of operations, but also for a contingency fund to be accumulated for future maintenance as needed. The purpose of such contingency fund is to prevent and avoid the necessity for special assessments which would work hardship on the members of the Association. The Association may authorize deferred payments if such a payment would result in any hardship upon any member of the Association.
Section 3. General. The initial and annual assessments, together with interest, costs, and reasonable attorney’s fees, shall be a charge upon the land and shall be a continuing lien upon the lot or property against which each such assessment is made. Each such assessment, together with interest, costs, and reasonable attorney’s fees, shall also be the personal obligations of the person who was the owner of such lot or property at the time when the assessment fee became due. No owner shall relieve himself of his personal obligations for delinquent assessments by passing such obligation to his successors in title unless expressly assumed by the successors in title with the written consent and approval of the Association.
Section 4. Assessments Are Not Dues. All assessments herein provided are not intended to be, and shall not be construed as being, dues for membership in the Association.
Section 5. Notice of Assessments. Written notice of any meeting of the Association called for the purpose of taking action on any assessment provided herein shall be sent to all members of the Association by mail, not less than five (5) days or more than thirty (30) days, in advance of the meeting. Any member may attend such meeting and be heard concerning the proposed assessment before final action thereon is taken by the Board of Directors. The Association shall give written notice of the assessment levied by it to all members of the Association and such assessment shall be final unless a petition from thirty percent (30%) of the members is received by the Association within thirty (30) days of the notice of the adoption of the assessment, which petition shall call a special meeting of the members for the purpose of reviewing the action of the Association. The petition shall set forth the date, time and place of the meeting, and all members shall be given notice thereof. A quorum for such meeting shall be a majority of the members,
Section 6. Effect of Non-Payment of Assessments: Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest thereon from the due date at the prime rate of interest as established by Trustmark National Bank of Jackson, Mississippi, or its successors. After ten (10) days written notice of the delinquent assessment is given the owner, the Association may bring an action at law against the owner personally obligated to pay same, or foreclose the lien against the owner’s property. Each such owner, by his acceptance of a deed to a lot or property, hereby expressly vests in the Association or its agents, the right and power to bring all actions against such owner personally for the collection of such charges as a debt or to enforce the aforesaid lien by all methods available for the enforcement of such liens, including judicial foreclosure by an action brought in the name of the Association in a like manner on a mortgage or deed of trust lien on real property, and such owner hereby expressly grants to the Association a power of sale in connection with said lien. The lien provided for in this section shall be in favor of the Association and shall be for the benefit of all other lot or property owners. No owner may waive or otherwise escape liability for the assessments provided for herein by abandonment of his lot or property. In any event, reasonable attorney’s fees of not less than twenty percent (20%) of the sum owed, and reasonable costs of collection, shall be added to the amount of each delinquent assessment.
Section 7. Subordination of Lien to Mortgages. The lien upon any lot or property provided herein to secure any assessment shall be subordinate to the lien of any duly recorded first mortgage on such lot or property made in good faith and for value received and the lien hereunder shall in no way affect the rights of the holder of any such first mortgage. Sale or transfer of any property shall not affect the assessment lien. However, the sale or transfer of any property pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. No sale or transfer shall release such property from liability for any assessments thereafter becoming due or from the lien thereof. Such foreclosure, deed, assignment, proceeding, or other arrangement in lieu of foreclosure shall not relieve the mortgagee in possession or the purchaser at foreclosure or the transferee under any deed, assignment or other proceeding or arrangement in lieu of foreclosure from any liability for any assessments thereafter becoming due, or from the lien herein created to secure the payment of such assessments, which lien, if to be asserted as to any such assessments thereafter becoming due, shall have the same effect and be enforced in the same manner as provided herein. The Association may authorize further subordination of this lien.
ARTICLE VIII
DAMAGE TO OR DESTRUCTION OF PROPERTY
Any portion of the Association owned by or under the control of the Association which is damaged or destroyed shall be repaired or restored promptly by the Association.
ARTICLE IX
The Association shall not be liable for any failure of any service to be furnished by the Association or paid for out of the common expense fund. No property owner shall be liable to any person for any action or failure to act by the Association or by any other property owner. Each property owner shall be liable only for his own actions or failure to act.
ARTICLE X
These By-Laws may be modified or amended by the affirmative vote of sixty-six and two-thirds percent (66 2/3 %) of the members of the Association, present, in person or by proxy, at a meeting of such members duly held for such purpose.
ARTICLE XI
In case any of these By-Laws are in conflict with the provisions of any statutes, the Articles of Incorporation or the Protective Covenants, Conditions and Restrictions of Southern Oaks, as the case may be, the statutes, Articles of Incorporation, and/or Protective Covenants, Conditions and Restrictions of Southern Oaks shall control.
ARTICLE XII
The Association will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Association will be distributed to its members, Directors or officers without full consideration. The Association may contract in due course with its members, Directors and officers without violating this provision.
ARTICLE XIII
The fiscal year of the Association shall be the period selected by the Board of Directors as the taxable year of the Association for federal income tax purposes.
ARTICLE XIV
The Association shall indemnify each officer and Director, including former officers and Directors, to the full extent permitted by the laws of the State of Mississippi.
ARTICLE XV
Section 1. Invalidity. The invalidity of any part of these By-Laws shall not impair or effect in any manner the validity and enforceability or effect of the balance of these By-Laws.
Section 2. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these By-Laws or the intent of any provisions thereof.
Section 3. Gender. The use of the masculine gender in these By-Laws shall be deemed to include the female and neuter gender, and the use of the singular shall be deemed to include the plural, whenever the context so requires.
Section 4. Waiver. No restriction, condition, obligation or provision contained in these By-Laws or the Protective Covenants, Conditions and Restrictions of Southern Oaks shall be deemed to have been abrogated or waived by reason of any failure to enforce the same irrespective of the number of violations or breaches thereof which occur.
Section 5. Attorneys Fees. In any legal or equitable proceeding for the enforcement of or to restrain the violation of this instrument and/or the Protective Covenants, Conditions and Restrictions of Southern Oaks, the prevailing party or parties shall be entitled to attorney’s fees in such amount as the Court finds reasonable. All remedies provided for herein, at law or equity, shall be cumulative and not exclusive.
Section 6. Dissolution. The Association may be dissolved with the consent given in writing and signed by not less than two-third (2/3) of the members of the Association. Upon dissolution of the Association other than incident to merger or consolidation, the assets of the Association shall be dedicated to and used for purposes similar to those designated in the Articles of Incorporation.
END
Letter from the first HOA meeting
SOUTHERN OAKS PROPERTY OWNERS ASSOCIATION
July 31, 2014
Name (Lot Owner)
Lot #, Southern Oaks Subdivision
Dear (Lot Owner Name):
I am writing as the newly elected President/Vice President for Southern Oaks Property Owners Association. Over 20 residents of Southern Oaks plus the developer, Harold McBrayer, met and had the first Association meeting in June. Southern Oaks Property Owners Association was created as a limited liability company in January 2014 with Mr. McBrayer and his son serving as the officers until the first annual meeting could be held.
Bob Huff, a resident of Southern Oaks, was also elected Secretary/Treasurer. Annual dues for the year 2014 in the amount of $200.00 per household were collected (please note that this figure is an estimate and subject to revision).
The duties of the Association will be to maintain the common areas which include the entrance, and the sidewalk at the back of the subdivision leading down to the soccer fields. There are bills associated with (1) the maintenance crew to maintain these areas, (2) light bill, (3) water bill, and (4) liability coverage for the Association. Mr. McBrayer has been maintaining these areas since the inception of the Subdivision and paying the bills. He came up with an estimate of $200.00 to hopefully cover the annual cost. The liability policy has already been purchased, and Mr. McBrayer has paid certain bills for 2014 that he is submitting to the Board for reimbursement.
Robert Ward, Dr. Neill Porter, and Will Parker were elected to serve as Board members. I would ask that you please submit a check made out to Southern Oaks Property Owners Association in the amount of $200.00 by sending it to the Secretary/Treasurer, Bob Huff at 7517 Forrest Drive.
If you have any questions, please feel free to contact Bob Huff, any of the Board members, or me regarding these matters.
Sincerely,
Wes Heath ***-***-****
President of Southern Oaks Property Owners Association
Bob Huff ***-***-**** Dr.Neill Porter ***-***-****
Will Parker ***-***-**** Robert Ward ***-***-****
END
Letter from Harold McBrayer establishing the HOA
The McBRAYER GROUP, INC
P.O. BOX 1867
MERIDIAN. MS. 39302
Telephone ***-***-****
June 13, 2014
Southern Oaks Property Owners Association, LLC
Dear Property Owner:
i am Harold McBrayer, the developer of Southern Oaks Subdivision. In January of this year, Southern Oaks Property Owners Association (a non-profit corporation) was created to provide a means of financing and enforcing a system of routine maintenance to promote a neat and satisfactory appearance of the subdivision, and each person’s property. A copy of the By-Laws of the Southern Oaks Property Owners Association will be provided to each property owner at a meeting to be held as noted later in this letter.
It also should be noted that before any houses were built in Southern Oaks that a set of Restrictive Covenants was filed and recorded in the Lauderdale County Chancery Clerk’s Office. These are the guidelines used to construct each house. A copy of these Restrictive Covenants will also be provided to each property owner at the above mentioned meeting.
Currently, my son, J. Kevin McBrayer, and I are serving as the officers of the Southern Oaks Property Owners Association. Since the forming of the subdivision, you have probably seen my wife and I maintaining the front entrance of the subdivision and other common areas. It is now time for my family to turn all of these obligations over to you, the property owners of Southern Oaks Subdivision. It will be necessary to hold a meeting in which a Board of Directors shall be elected. The Board of Directors shall then elect officers which would include President. Vice President, and Secretary-Treasurer.
As mentioned prior, part of the Association’s duties are to maintain the common areas. This will require funds to cover a landscaping crew, pay utility bills, and any necessary insurance. I am currently estimating that cost at $200.00 per member. I would ask that you go ahead and make out a check for $100.00 currently payable to Southern Oaks Property Owners Association. I also ask that you bring an additional $100.00 to the meeting that we are setting on June 26″ at 5:30 p.m. This is an annual meeting that will need to be held for the members. Will Parker, a Southern Oaks resident, and local attorney, has offered to have the meeting at his house. Will lives at 7580 Forrest Drive ( the third house on the left as you enter the subdivision).
I look forward to meeting with all of you to resolve these matters and move forward with Southern Oaks.
Sincerely,
Harold McBrayer
END
Miscellaneous documents establishing the HOA LLC
DELBERT HOSEMANN – Secretary of State
This is not an official certificate of good standing.
Name History: Name: Southern Oaks Property Owners Association
Name Type: Legal
Business Information: Business Type: Non Profit Corporation
Business ID: 1034236
Status: Good Standing
Effective Date: 1/13/2014
State of Incorporation: Mississippi
Principal Office Address: NO PRINCIPAL OFFICE ADDRESS FOUND
Registered Agent: Name: McBrayer, J. K., 123 Langdon Drive, Madison, MS 39110
Officers & Directors: Name: J. K. McBrayer 123 Langdon Drive Madison, MS 39110, Title: Incorporator
Name: J. H. McBrayer 237 Old Country Club road West Meridian, MS 39305, Title: Incorporator
End
State of Mississippi – Mississippi Secretary of State’s Office – C. Delbert Hosemann, Jr.
Invoice Number: 6658796 Invoice Date: 01/15/2014 11:05 AM
Billing Information: Devonhurst Homes Inc, PO Box 2689, Madison, MS 39130
Product Description: Corp Fees – F0001 – Articles of Incorporation, Re: Devonhurst Homes Inc, Contact: Devonhurst Homes Inc, Shipped Via: Mail, Tracking #: 295959
Certification Number:13148714, Order Date: 01/15/2014
Qty 1, Pages 1, Item Cost 50.00, Extended 50.00, Amount Due: Paid
Credit Balance as of 01/16/2014 12:40 PM: $0.00, Invoice Total: $50.00, Payment Total: $50.00, Amount Due: $0.00
Payment Details: Check #4369 for $50.00(13148714:$50.00)
Contact(s): None specified
Include invoice number on all correspondence and send to: UCC Inquiries: Mississippi Secretary of State’s Office, P.O. Box 136, Jackson, MS 39205, To discuss payment for UCC items call: (601) 359-1633
Corporation Inquiries: Mississippi Secretary of State’s Office, P.O. Box 136 Jackson, MS 39205, To discuss payment for Corporation items call: (601) 359-1633
1/16/2014 12:40:25 PM – 443 Invoice Number: 6658796 Page 1 of 1
End
Business ID: 1034236 – Date Filed: 01/13/2014 12:00 PM – C. Delbert Hosemann, Jr. – Secretary of State
Articles of Incorporation
11 F0001 – OFFICE OF THE MISSISSIPPI SECRETARY OF STATE – PO BOX 136, JACKSON, MS 39205-0136 (601)359-1633
- Type of corporation: nonprofit. Email: jkmcbrayer@aol.com
- Name of the corporation: Southern Oaks Property Owners Association
- The future effective date is (complete if applicable):_________
- FOR NONPROFITS ONLY: The period of duration is: perpetual
- For Profits only:__________
- Name and street address of the Registered Agent and office: Name: J. K. McBrayer, Physical address: 123 Langdon Drive, City, State, Zip:Madison, MS 39110
- The name and complete address of each incorporator: Name: J. K. McBrayer,Street: 123 Langdon Drive, City, State, Zip: Madison, MS 39110, Name: J. H. McBrayer, Street: 237 Old Country Club Road West, City, State, Zip: Meridian, MS 39305
- Other provisions: ________
- Incorporators’ signatures (please keep writing within blocks):____________
Please make the $50 check for the filing fee payable to the MISSISSIPPI SECRETARY OF STATE. Mail the completed form with payment to SECRETARY OF STATE, PO BOX 136, Jackson, MS 39205-0136. For assistance contact a customer service representative at (601) 359-1633 or visit our website at www.sos.ins.gov for forms and instructions.
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State of Mississippi – Secretary of State’s Office – C. Delbert Hosemann, Jr. – Secretary of State – Jackson, Mississippi
Corporation Name: Southern Oaks Property Owners Association
Business ID: 1034236
Filed: January 13, 2014 At 12:00 PM
Filing Fee Receipt: 50.00
SECRETARY OF STATE – P.O. Box 136 – Jackson, MS 39205-0136 – (601) 359-1633 – C. Delbert Hosemann, Jr. – Secretary of State
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DELBERT HOSEMANN – Secretary of State- POST OFFICE BOX 136 – JACKSON MISSISSIPPI 39205-0136 – TELEPHONE (601) 359-1633 – WWW.SOS.MS.GOV
GENERAL DUTIES AND RESPONSIBILITIES FOLLOWING THE FORMATION OF A MISSISSIPPI NONPROFIT CORPORATION
(Revised Feb. 26, 2009)
Organizational Meeting
1. After incorporation, if initial directors are named in the Articles of Incorporation, the directors must hold an organizational meeting at the call of a majority of the directors to complete organization of the corporation by appointing officers and carrying on other business brought before the meeting.
2. If initial directors are not named in the Articles of Incorporation, the incorporator(s) must hold an organizational meeting at the call of a majority of the incorporators:
a. To elect directors and complete the organization of the corporation (including adopting by-laws for the operation of the Corporation); OR
b. To elect a board of directors who must complete the organization of the corporation (including adopting by-laws for the operation of the Corporation).
IT IS IMPERATIVE THAT THE ORGANIZATIONAL MEETING TAKE PLACE WITHIN TWO YEARS OF THE DATE OF INCORPORATION AS REQUIRED BY SECTION 180 OF THE MISSISSIPPI CONSTITUTION. IF THIS REQUIREMENT IS NOT MET, THE CORPORATION’S CHARTER IS VOID.
Additional Registration as a Charity May Be Required
If the Corporation plans on soliciting contributions from the public through any means, including the Internet, it may be required to register with the Secretary of State’s Office prior to beginning its solicitation efforts. This registration is separate and in addition to any required filings with the Secretary of State’s Business Services Division. Please consult a private attorney or contact the Secretary of State’s Securities and Charities Enforcement Division at (601) 359-1350 for more information regarding whether the Corporation must register with the Secretary of State.
NOTE: Bona fide duly constituted religious organizations (i.e., churches) need not register with the Secretary of State, nor are they required to receive a certificate of exemption prior to commencing solicitations. If your organization is unsure of whether or not it meets this requirement, you may write the Securities and Charities Enforcement Division for a written opinion
PURSUANT TO SECTIONS & 79-11-501 ET SEQ. OF THE MISSISSIPPI CODE, ANY SOLICITATIONS MADE BY AN ORGANIZATION WHICH HAS NEITHER REGISTERED WITH THE SECRETARY OF STATE NOR RECEIVED A CERTIFICATE OF EXEMPTION FROM THE SECRETARY OF STATE AREILLEGAL, ORGANIZATIONS IN VIOLATION OF THE LAW MAY BE SUBJECT TO AN ADMINISTRATIVE PENALTY OF UP TO TWENTY-FIVE THOUSAND DOLLARS ($25,000) FOR EACH VIOLATION
State Tax Commission Registration
a. The Corporation must register with the Mississippi State Tax Commission (“MSTC”). Visit the MSTC website at http://www.mstc.state.ms.us for more information.
b. Certain nonprofit corporations may qualify for tax-exempt status under Mississippi law. Please contact the MSTC or consult a tax advisor for further information on obtaining tax-exempt status
Obtaining 501(c)(3) Tax-Exempt Status
If the Corporation is organized and operated exclusively for a charitable, religious, or educational purpose, it may also qualify for federal tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. See http://www.irs.gov or consult a tax advisor for further information on obtaining tax-exempt status.
Federal Employee Identification Number:
The Corporation must obtain a Federal Employer Identification Number from the Internal Revenue Service. See http://www.irs.gov for more information.
Unemployment Insurance Registration:
If the Corporation has employee(s), the Corporation must register for unemployment insurance with the Mississippi Department of Employment Security. If you are not sure about the need for unemployment insurance, seek professional financial or legal advice. Additional information can be found online at: http://www.mdes.ms.gov.
Recordkeeping Requirements:
Once the Corporation is formed, it is required to keep records of a number of matters, including but not limited to appropriate accounting records, the minutes of all meetings of the Corporation’s members and board of directors, and a list of members. For a full list of records which are required to be maintained by the Corporation, see Section 79-11 283 of the Mississippi Code. You may access the Mississippi Code free of charge by visiting the Secretary of State’s website at http://www.sos.state.ms.usled pubs/mscode/.
State and Federal Registration of Trademarks and Service Marks:
If the Corporation will be selling products or providing services in Mississippi and will be using a logo or other mark to advertise them, the Corporation may want to register its trademark(s) or service mark(s) with the Mississippi Secretary of State and/or the U.S. Patent and Trademark Office. For more information on state registration of trademarks and service marks, please visit the Secretary of State’s Business Services Division website by visiting http://www.sos.ms.gov and selecting the “Business Services” option. Alternately, you may call the Business Services Division at (601) 359-1633. For information regarding federal trademark or service mark registration, visit the website of the U.S. Patent and Trademark Office at http://www.uspto.gov/.
This guide only provides general basic information on some of the legal and practical issues to consider when forming a Mississippi Nonprofit Corporation. The guide is not a substitute for professional advice. The Secretary of State strongly advises persons contemplating starting a business to engage the services of private legal, financial, and tax advisors. If we can be of further assistance to you please call us at (601) 359-1633 between the hours of 8:00 a.m. and 5:00 p.m. (Central Time) Monday through Friday.
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