o The original owner was the W. corporation. o The Articles of Incorporation, Declaration of Protective Covenants and By-laws were filed with the State
August 3, 1978. o Twenty six (27) of the lots, numbered 70 – 96, were sold to W.L. Corcoran to become part of his farmland. This left Woodlawn Estates with 84 residential lots. o The Woodlawn Estates Association was officially formed November 11,
1992. o Woodlawn Estates was included into the City of Eufaula in 1992 with the understanding that city services could not be provided. This did allow neighborhood children to attend Eufaula’s schools. o Landscaping of the front entrance was completed by the members in 1993. o In 1993 the city agreed to pick up the waste and maintain the right of way. o The official Articles of Incorporation were recorded May 6, 1993, the name Woodlawn Estates Neighborhood Association, Inc. was selected. o Also, in 1993 Alabama Power added nine street lights to the subdivision to improve security and livability. o In 1994 a new entrance sign was installed for the subdivision due to the generosity of a member. o At the 1997 Annual Meeting the members agreed to raise the annual dues to $15 from the previous $10 per year. o On May 8, 2000 the City of Eufaula agreed to the proposal to upgrade the subdivision to 6” water mains and add 10 additional fire hydrants to improve fire protection. The cost was split between the City of Eufaula, Bakerhill Water Authority, and Woodlawn Estates Neighborhood Association. o In 2005 Alabama Power installed 12 additional street lights. o Also in 2005 the County graded the ditches to help eliminate the road flooding that was experienced this spring. o In the fall of 2008 the city and county widened the road and painted center strips, both greatly improved the driving safety. o In June 2009 the subdivision has 61 residences, including one that is still under construction. By-Laws of
Woodlawn Estates Neighborhood
Association, Inc
Article I
Name and Location
The name of the corporation is Woodlawn Estates Neighborhood Association, Inc., hereafter referred to as the Association. The principle office of the corporation shall be located in Woodlawn Estates, Eufaula, Alabama. Meetings of Members and directors may be held at such places within the state of Alabama, county of Barbour, as may be designated by the Board of Directors. Article II
Definitions
Section 1. Association shall mean and refer to Woodlawn Estates Neighborhood Association, Inc., its successors and assigns. Section 2. Properties shall mean and refer to that certain property described in the subdivision plats for Woodlawn Estates, Barbour County, Alabama, and any additions thereto which are subject to the Declaration of Protective Covenants and any supplemental covenants. Present property Owners in Woodlawn Estates have the option to join the Association; and if they elect to join, shall be bound by the Articles of Incorporation, By-laws of the Association, and Declaration of Protective Covenants. Section 3. Lot shall mean any numbered plat of land shown upon any recorded subdivision plat of the Properties, which is not designated a common area. Section 4. Common area shall mean those areas of land shown or declared as such in any recorded subdivision plat of the Properties and intended to be devoted to the common use and enjoyment of the owners of the Properties. Section 5. Owner shall mean the record owner of fee simple title to any lot upon the properties, but shall not mean a mortgagee. Section 6. Covenants shall mean and refer to the Declaration of Protective Covenants that apply to the Properties recorded in the Office of the Probate Judge of Barbour County, Alabama, at Eufaula. Section 7. Member shall mean and refer to those Owners entitled to membership. Article III
Meeting of Members
Section 1. Annual Meetings. The first annual meeting of members shall be held on the last Monday in November, 1992. Each subsequent regular meeting of Members shall be held on the first Monday of November of each year thereafter at 7:00 PM. If the day for the annual meeting of Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. Special Meetings. Special meetings of members may be called at any time by the president, Board of Directors, or upon written request of one fourth of the Members who are entitled to vote. Notice of Meetings. Written notice of each meeting of Members shall be given by, or at the direction of, the president or person authorized to call the meeting by mailing a copy of such notice not less than 12 days nor more than 30 days before such meeting to each Member entitled to vote. Notice shall be sent to member’s address last appearing on the books of the Association or supplied by such member to the Association for purpose of notice. Such notice shall specify place, day, and hour of meeting; and in case of a special meeting, its purpose. Quorum. Presence at the meeting of Members entitled to cast one fourth the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Confederation, Covenants, or By-laws. If, however, such quorum shall not be present or represented at any meeting, Members entitled to vote thereat shall have power to adjourn the meeting without notice other than announcement at the meeting until a quorum as aforesaid shall be present or be represented. Article IV
Board of Directors
Section 1. Number. The affairs of this Association shall be managed by a board of five directors who are members of the Association. Term of Office. Members shall elect directors for a term of one year. Removal. Directors may be removed from the Board, with or without cause, by a majority vote of Members of the Association. For death, resignation, or removal of a director, his successor shall be selected by remaining members of the Board and shall serve for the unexpired term of his predecessor. Compensation. No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of duties. Action Taken Without a Meeting. Directors shall have the right to take any action in absence of a meeting which they could take at a meeting by obtaining written approval of all directors. Any action so approved shall have the same effect as though taken at a meeting of directors. Article V
Nomination and Election of Directors
Section 1. Nomination. A Nominating Committee shall make nominations for election to the Board of Directors and Association officers. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors and two or more Members of the Association. The Board of Directors shall appoint the Nominating Committee at least 90 days prior to each annual meeting to serve until Directors and officers are chosen. The Nominating Committee shall make as many nominations for the Board of Directors and Association officers as it shall in its discretion determine but not less than the number of vacancies that are to be filled. Such nominations shall be made from among Association Members. Election. Election to the Board of Directors shall be by secret written ballot at each annual meeting. At such election members may cast, in respect to each vacancy, their votes as they are entitled to exercise under provisions of the Articles of Incorporation. The persons receiving the largest number of votes shall be elected. Article VI
Meetings of Directors
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held on notice at such place and hour as may be fixed by resolution of the Board. Should said meeting fall on a legal holiday, that meeting shall be held at the same time on the next day which is not a legal holiday. Special meetings of the Board of Directors shall be held when called by president the Association or by two directors after not less than three days notice to each director. A majority of directors shall constitute a quorum for doing business. Each act or decision done or made by a majority of directors present at a duly held meeting at which a quorum is present shall be regarded as an act of the Board. Article VII
Powers and Duties of the Board of Directors
Section 1. Powers. The Board of Directors shall have power to:
a. adopt and publish rules and regulations governing use of Common Areas;
b. exercise for the Association all powers, duties, and authority vested in or delegated to them and not reserved to the membership by other provisions of these By-laws, the Articles of Incorporation, or the Covenants. declare office of a member of the Board of Directors to be vacant if member is absent from three consecutive regular meetings of the Board of Directors; and
d. employ an independent contractor or such other employees as they deem necessary and to prescribe their duties. Duties. It shall be the duty of the Board of Directors to:
a. cause to kept a complete record of all its acts and corporate affairs and to present a statement thereof to Members at the annual meeting of Members or at any special meeting when such meeting is requested in writing by one-fourth of Members entitled to vote;
b. supervise all officers, agents, and employees of the Association and assure their duties are properly performed;
c. at the annual general membership meeting, submit for approval the annual Association budget and recommend annual membership dues, which shall be carried by a majority vote of members present;
d. send written notice of annual dues to each Association member 30 days in advance of due date, which is 15 January of each year;
e. cause all officers or employees having fiscal responsibilities to be bonded as it may be appropriate;
f. cause Common Areas to be maintained to the extent provided in the recorded Covenants for the Properties and acceptable Association standards. Article VIII
Officers and Their Duties
Section 1. Enumeration of Officers. Offices of this Association shall be a president, vice-president, secretary, treasurer, and such other officers as the Board may by resolution create. President, vice-president, secretary and treasurer shall be members of the Board of Directors. Nomination of Officers. See Article V, Section 1. Election of Officers. Election of officers shall take place at annual meetings of the Association along with members of the Board of Directors. Special Appointments. The Board may elect such other officers as affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may determine. The president may appoint special committees. Resignation and Removal. Any officer may be removed from office by the Board with or without cause. Any officer may resign at any time giving written notice to the Board, president, or secretary. Such resignation shall take effect on date of receipt of such notice or at any later time specified therein. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in case of special offices created pursuant to Section 4 of this Article. Section 8. Duties of officers are:
a. President: The president shall preside at all meetings of the Board of Directors and at meetings of the Association; insure orders and resolutions of the Board and Association are executed; and co-sign with the treasurer all checks of the Association. Vice-president: The vice-president shall act in place of the president in the event of his or her absence, inability, or refusal to act, and shall discharge such other duties as may be required by the Board or president. He shall replace the president each year. Secretary: The secretary shall record all votes and keep minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board and Members; keep records showing current Members of the Association with their addresses; and perform such other duties as required by the Board or president. d. Treasurer: The treasurer shall receive and deposit in Association bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors or Members; co-sign all checks and promissory notes of the Association; keep proper books of account; prepare an annual statement of Association books, which may be audited or unaudited as the Board or Members may determine to be made by a certified public accountant at completion of each fiscal year; maintain a petty cash fund not to exceed $100.00; prepare an annual budget and a statement of income and expenditures to be presented to membership at its regular annual meeting and provide each Member a copy; and serve notice and collect all annual dues. Article IX
Committees
The Board of Directors shall also serve as the Architectural Control Committee as provided in writing by Charles E. Whitehead, President, W. M. and D., Inc. The Board or the president may appoint other committees as deemed appropriate in carrying out purposes of the Association. Article X
Books and Records
Books, records, and papers of the Association shall at all times during reasonable business hours be subject to inspection by any Member. The Covenants, Articles of Incorporation, and By-laws of the Association shall also be available for inspection by any Member, and copies may be purchased at reasonable cost. Article XI
Dues and Fees
Each Member is obligated to pay to the Association annual dues or fees as agreed to by majority vote at the annual meeting. If dues are not paid within 30 days after due date, a delinquency charge of $5.00 shall be charged to each Member. Annual dues are delinquent after 15 January. Article XII
Corporate Seal
The Association shall have a seal in circular form having within its circumference the words: Woodlawn Estates Neighborhood Association, Inc., Alabama. Article XIII
Amendments
Section 1. These By-laws may be amended at a regular or special meeting of Association Members by a majority vote of a quorum of Members present. In case of any conflict between the Articles of Incorporation and these By-laws, the Articles shall control; and in case of any conflict between the Covenants and these By-laws, the Covenants shall control. Article XIV
Miscellaneous
Fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except the first fiscal year which shall begin on the day of incorporation. In Witness Whereof, we, being directors of the Woodlawn Estates Neighborhood Association, Inc., have hereunto set our hands as of this 30th day of November, 1992. Jack B. Farris, Jr. President
William Glen Sanders
Vice-President
Sondra DeLoach
Secretary
Gene Watson
Treasurer
Hank Bryan
Member Board of Directors
