nY-LJ\WS

OF

CHATEAU ROYJ\L ASSOCIATION, INC.

FOR THE ADMINISTRATION OF THE CIlATEAU noYI\L CONDOMINIUMS

ARTICLE I

NAtlE I\ND LOCATION

The name of the corporation is Chateau Royal l\ssociation,

Inc., hereinafter referred to as the IIAssociation ll .. The

principal office of the corporation shall be located at

One LeFleur Squilre, 4735 Old Canton Road, Jac~son, t1ississippi

39211.

I\RTICLE II

PURPOSE

The purpose of the Association is to administer a

condominium project known as Chateau Royal Condominiums

(herein sometimes called the "Property") and to do and

perform <Jny and all other things, matters or acts requ'ired

by or permitted to the co-owners of units in Chateau Royal

Condominiums under the Mississippi Condominium Law.

I\RTICLE III

DEFINITIONS

The definitions set out in the Declaration of

Restrictions to which these By-Laws are attached as an

Exhibit are hereby incorporatf:d herein by reference as if

copied verhatim.

BXHIBIT "BII TO

DECLARi\TION OF RESTRICTIONS ESTI\DLISliiNG

CJlI\TEI\U ROYAL CONDOMINIUMS

0-1

J\RTICLE IV

MEMBERS, MEETING, J\ND VOTING RIGIITS OF MEMBERS

Section 1. a. The owner of each unit within Chateau

Royal Condominiums shall constitute the members of the

Association. Where a unit is owned by mQre than one person

or other legal ( : to,. ')nly one of them shall be a member of

the Association to the end, and for the purpose, that there

shall be only one member of the Association and one vote in

Association business for each unit. Where a unit is owned

by more than one party, the said co-owning parties shall

determine among themselves which of them shall be the member

and they shall certify their selection to the secretary of the

Association in a writing signed by all co-owners of the unit.

In case the co-owners of a unit cannot ag~ee which of them

shall be the member, or otherwise fail to certify to the

Association which of them is the rrember, then the Boal"d of

Directors may designate one of the co-owners as the member

for the unit.

(b) Whenever a change in the ownership of a unl t occurs,

it shall be the responsiblility of the new owner or owners to

notify the Secretary of the Association of such change and

furnish the Secretary with such evidence of the change in

ownership as the Secretary may require (such as a certified

copy of the deed or the last will and testament under which

ownership was acquired).

Section 2. Annual Meetings. The first annual meeting

of the members may be held, when called by the Developer- upon

ten (10) days I notice, at any time and shall be held within

sixty (60) days after sixty (60) units within Chateau Royal

B-2

."

Condominiums are conveyed to un owner other than the

Developer. Each sUbsequen t regular meeting of the members

shall be held on the saP.le clay of the same month of each year

thereafter at the hour of 7 :00 P.M., or upon such other day

as shall be selected by a majori ty of the members. If the

day for the annual meeting is a legal holiday, the rooeting

will be held on the first day following which is not a legal

holiday.

Section 3. Special Meetings. Special meetings of the

~~er.\bers may b_e c~~~~_~~n~ ___ ~~~~_~y t~_e pr~~_~~~~?: __ ~X_

the aoard of Directors, or upon written request of members ----_ .. _- --_. __ .. ----- _ ... "--' .. -.-._--- -- - ----- - - ----

entitled to cast one-third (1/3) of the number of votes

entitled to be cast by all members.

S0.ct.ion 4. tJoticc of t4cetings. Written notice of

meetings stating the place, day and hour of the meeting, and

in the case of a special meeting, the purpose or p.lrposes

for which the meeting is called and the person or persons

calling the meeting shall be delivered, either personally or

by mail, to each me~ber at this address as it appears on the

books of the Association. If mailed, such notice shall be

delivered not less than ten (l0) nor more than thirty (30)

days before the date of the meeting and shall be deemed

delivered when actually received by the member.

section 5. Quorum. The presence at the meeting of

members entitled to cast, or of proxies entitled to cast, at

least a majority of the total number of votes entitled to be

cast shall consti tute u quorum for any actions, except as

otherwise provided in the Charter of Incorporation, the

B-3

Declaration of Restr ic tions, or these By-Laws. If, however,

such quorum shall not be present or represented at any meet-

ing, the members enti tled to vot.e thereat shall have power

to adjoUlm the meeting from time to time without notice

other than announcement at the meeting until a quorum shall

be present or be represented; and at the meeting following

such adjournment the quorum shall consist of one-half (1/2)

of the required quorum at the preced~ng meeting.

Section G. Proxies. At all meetings of members, each

member may vote in person or by proxy. All proxie~ shall be

in writing and filed with the Secretary. Each proxy shall

be revocable and shall automatically cease upon conveyance

by the member of his condominium unit.

section 7. voting Rights.

(a) Each member shall be entitled to one vote for each

condominium unit owned by him and as to which he is the

Association member for said unit provided that all assessments

against such unit which are then due have been paid.

(b) Notwithstanding the foregoing, the Developer,.,.9.s"

the original owner _~~l ur:i:.~_ .... ~_n _J;..b~ .... g9ndQ..minitlln ._.P.roj-.e.c_t,

shall be entitled to three (3) votes for each unit owned by ----.. ~-. ~--.----.-- _._. __ .-_.-

it and remaining unsold until such ti~.~_ as 9i~ty .J6qJ .. 9.f t.!le

units are sold and transferred, or until the expiration of

five (5) years from the date of recording the Declaration of

Restrictions, whichever last occurs.

D-4

ARTICLE V

BOARD OF DIRECTORS - SELECTION - TERM OF OFFICE

Section 1. The affairs of this Association shall. be

managed by a Board of not less than three (3) nor more than

nine (9) Directors, each of whom shall be a member of the

Association or in the event of ownership of a unit by a

partnership, trustee, corporation, or other entity, a partner,

trustee, officer, or other designated representative. The

number of Directors shall be fixed at the, first nesting o~

the Association, and may be changed at any subsequent meet­

ing of the Associationj provided, however, that any Director

may complete his term of office despite any decrease in the

number of Directors, unless removed from office, as herein

provided.

~ Section 2. Term of Office. At the firs t n-eeting, the

members shall elect one-third (1/3) of the Directors for a

term of one (1) year, one-third (1/3) of the Directors for

a term of two (2) years, and the remaining Director(s) for

a term of three (3) years; and at each annual meeting there-

after, members shall elect a Director or Directors, as the

case may be, for a term of three (3) years to replace the

outgoing Director or Directors.

Section 3. Removal or Resignation. Any Director may

remov~~ from the Board with 'or wiU10ut cause by a majority

of the total number of votes entitled to be cast by all mem-

bers of the Association. If any Director shall cease to be

the owner of a unit, or of an interest therein or shall cease

to be a partner, trustee, officer or other designated repre-

sentative of a partnership, trustee, corporation or other

B-S

entity owning a unit, he shall immediately resign a8 such

Director. In the event of death or resignation or removal

of a Director, his successor shall be selected by the remain-

ing members of the Board (although less than a quorum exis ta)

or by the vote of members enti tled to cast a majori ty of the

votes entitled to be cast by all rrembers, and shall serve

for the unexpired term of his predecessor.

Section <1. Compensation. No Director shall rec"eive

compensation for any service he may render to the Association

as Director; however, any Director may be reimbur~ed for his

actual expenses incurred in the p~rformance of his duties.

Section 5. Action 'faken Hithout a Meeting. The

Directors shall have the right to take any action in the

absence of a meeting by obtaining the written approval of-all

of the Directors. Any action so approved shall have the same

effect as tllough taken at a meeting of the Directors.

IIRTICLE VI

HOMINIITION liND ELECTION OF DIRECTORS

section 1. Nomination. Nomination for election of the

Board of Directors shall be made by a Nominating Committee.

Nominations may also be made from the floor at the annual

meeting. The Naninating Committee shall "consist of a

Chairman, who shall be a member of the Doard of Directors,

and two or more members of the Association. The Nominating

Committee shall be appointed by the Board of Directors prior

to each annual meeting of the members, to serve from the

close of such annual meeting until the cl"ose of the next

Il-6

annual meeting and such appointfl).ent shall be announced at

each annual meeting. The Nominating committee shall make

as many nominations for election to the Board of Directors

as it shall in its discretion determine, but not less than

the number of vacancies that are to be filled.

Section 2. Election. Election to the Board of

Directors shall be by ballot. At such elections, the mern-

bers or their proxies may cast, in resp~ct to each vacancy,

as many votes as they are entitled to exercise under the

provisions of the Declaration. The persons receiving the

largest number of vot~~~_~ll_b~~!~~.!:ed. Cumulative voting

shall be permitted.

ARTICLE VII

MEETINGS OF DIRECTORS

Section 1. Regular Mceti~. Regular meetings of the

Board of Directors shall be held monthly without notice, at

such place and hour as may be fixed from time to tlm~ by

resolution of the noard. Should said meeting fall upon a

legal holiday, then that meeting shall be held l\t the same

time on the next day which is not a legal holiday.

Section 2. Special ~1cetings. Special F.leetings of _~_~~

Board of Directors shall be held when cnlled by the President -----'---._-----,. -- -.- -.--.-.--.. -------.-~--. --- -- -,." ...

r;;;:' ... '),-of the Associati~~~ .. )-~~.-a-nY...-~w~-J-~L--~-~~-E!.c-~?F.~.! after_DQ..t r

._- -~- ----~--------.. -- _. __ . -1 es s_._~~_an -.!i v~1.~.L_4_~:(~~_~?~t:~.9~.!_~.3..~~J~ __ .Q~~c::~~0 A wai vcr

of notice in writing sifJned by the person entitled to such

notice, whether before or after tile time of the rreeting,

shall be deemed equivalent to such notice.

B-7

Section 3. Quorum. A majority of the nUmber of Directors

shall constitute a quorum for the transaction of business.

Bvery act or decision done or made by a majority of the

Directors present at a duly held meeting at which a quorum

is present shall be regarded as the act of the board.

IIRTICLE VIn

POI1ERS liND DUTIES OF THE DOIIRD OF DIRECTORS

Section 1. Powers. The Board of Directors shall h,ave

power to:

(a) adopt and publish rules and regulations governing

the use of the Common Area and facilities, and the personal

conduct of the members and their guest thereon, and to

establish penalties for the infraction thereof;

(b) suspend the right of co-owners to use of the

recreational facilities during any period in which he shall

bo in default in the payment of any assessment levied by the

Association. Such riglit may also be suspended after notice

and hearing before the ~oard, for a perio,d not to exceed

!31xty (60) days· for infraction of published rUles and

rG(]ulations;

(c) exercise for the Association all powers, duties

and authority vested in or delegated to this Association

and not reserved to the membership by other provision of

these By-Laws, the Charter, or the Declaration of

Restrictions;

U-B

(d) declare the offices of a member of the Board of

Directors to be vacant in the event such member shall be

absent from three (3) consecutive regular meetings of the

Doard of Directors; and

(e) authorize the officers to enter into one or more

management agreements with third parties in order to facilitate

efficient operation of the Property. It shall be the primary

purpose of such management agreements to provid~_fo~_~~_ --~---.----~~--------'

administration, management, repair and maint.enance of _ .. ~~

Property, all improvements included therein and designated

as common areas and elements, and the receipt and disbursement --- -~----- .. ---------.--

of funds as may. be authorized by the Board of Directors. The .--~---".------.~-

terms of said management agreements shall be as determined by

the Board of Directors to be in the best interests of the

members, and shall be subject in all respects to the charter

of the Association, these By-Laws and the Declaration Of.

Res tr ictions .

Section 2. Duties. It shall be the duty of the Board of

Directors to:

(a) cause to be kept a complete record of all its acts

(b)

and corporate affairs and to present a statement

thereof to the members at the annual rreeting of

the members, or at any special meeting when such

statement is requested in writing by members

entitled to cast one-third (1/3) of the number

of votes entitled to be C£lst by all members;

supervise all officers, agents and EPloYryof

the Association, and to see that thejr c1\ltig?

~re properly perform~dl

8-9

/ Hz.

(c) as more fully provided in the Declaration of

Restrictions to:

(1) fix the amount of the annual assessment

against cnch unit at least thirty (30) days

in advance of each annual assessment period i

(2) send wri tten notice of each assessment to

every ot-Tner subject thereto at least ten X (10) days in advance of eac"h annual ass~ss-

~ent period; and

(3) foreclose the lien against any unit for which

assessments are not paid within the time

fixed by the Board of Directors or to br ing

an action at law <:HJai ns t the owner personally

obligated to pay the same;

(d) issue, or to cause an appropriate officer to issue,

upon demand by any person, a certificate setting

forth whether or not any assessment has been paid.

A reasonable charge may be made by the Board for

the issuance of" these certificates. If a

certificate states an assessrClent has been paid,

such certificate shall be conclusive evidence

of such payment;

(e) procure .:1nd maintain adequate insurance all as set

out more fully in the Declaration of nestrictions;

provided that failure to maintain insurance or

failure to maintain adequate insurance shall not

0-10

render the Directors personally liable for the

amount of any loss resulting therefrom;

(f) cause all officers or employees having fiscal

responsibilities to be bonded, as it may deem

appropr iate;

x

(g) cause the Common Elements and l\reas to be maintained;.

IIRTICLE IX

OFFICERS lIND THEIR DUTIES

Section 1. enumeration of o.ffices. The officers or

this Association shall be a President and Vice-President,

who shall at all times be members of the noar~ of Directors,

a S~crctary and a Treasurer, and such other officers as the I-lloard may from time -to time by resolution create.

Section 2. Election of Officers. The election of

officers shall take place at the first meeting of the f30ard

of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Association

shall be elected annually by the TIoard, and each shall hold

office for one (1) year unless he shall sooner resign, or

shall be removed, or otherwise be disqualified to serve_.

SGction 4. Special Appointments. The Board may elect

such other officers as the 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, from time to time, determine.

l,J-ll

section 5. RG!signation and Removal. l\ny officer may

be removed from office with or wif:hout cause by the Board.

Any officer may resign at any time <Jiving written notice to

the Board, the President or the Secre tary. Such resignation

shall take effect on the date of receipt of such notice or

at any later time specified therein, and unless otherwise

specified therein, tl18 acceptance of such resignation shall

hot be necessary to make it effective.

Section 6. 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.

Section 7. Multiple Offices. The offices of Secretary

and Treasurer may be held by the s~~-=---per:_~~n. I.JO person

shall simultaneously hold more than one of any of the other

offices except in _the case of special offices cn::C\tcd pur-

suant to Section 4 of this Article.

Section 8. Duties. The duties of the off.icers are as

follows I

President

--r:-(a) The President shall preside at~all meetings of the

Board of Directors and all meetings of the members j shall

see that orders and resolutions of the Doard and of the

members are carried out; shall sign all leases, mortgages,

x

deeds and other written instruments and shall co-sign all )< checks and promissory notes.

0-12

Vice-Preoidont

(b) The Vice-President shall act in the place and

stead of the President in the event of his absence, in«bility

or refusal to act I and shall exercise and discharge such other

duties as may be required of him by the Donrd.

Secretary

(c) The Secretary shall record the votes and keep the

minutes of all meetings and proceedings of the Sonrd and of

the members; keep appropriate current recor.ds showing the

members of the Association together with their 0ddresses,

and shall perform such other duties as required by the

Board.

Treasurer

(d) The Treasurer shall receive and deposit in ~Q.::

priate bank. accounts all monies of the Association and sh~ll

disburse such funds as directed by resolution of the Bo oL

Directors; shall sign all check.~ and promissory notes of the

Association; keep proper books of account; cause an annual

audi t of the Association books to be made by a p!1bJ i'c_

accountant at the completipn of each fiscal year; and shall

prepare an annual budget and a statement of·i~com~

~i tures to be presented to. t!t~L~~~~Esh ir: ___ ~~.~!:..s re~!.~r

annu,al meeting, and deliver a copy of each to tJle members.

D-lJ

xxx

ARTICLE X

COHMIT'l'EES

Section 1. -The association shall appoint an ArchitecturaL .

. Control Committee as provided in the Declaration of Restrictions

and a Nominating Committee as provided in these Oy-Laws. In

addition, the Board of Directors may appoint other committees

as deemed appropriate in carrying out its purposes, such as:

(1) A Recreation Committee which shall advise the Board

of Directors on all matters pertaining to the recreational

program and activities of the Accociation and shall perform

such other functions as the Board in its discretion, determines i

(2) A Maintenance Commi ttee which shall advise the Board

of Directors on all matters pertaining to the maintenance f --------- -~-.--- ._--- -_ .. _-"-----_.

repair or improvement of the Properties, and shall perform

such other functions as the Board in its discretion, determines;

(3) A Publicity Committee which shall inform the rrem-

bers on all activities and functions of the Association and

shall, afte-r consulting with the Board of Directors, make

such public releases and' announcements as are in the best

interests of the Association1 and

(4) An Audit Committee which shall supervise the annual

audit of the Associations's books and approve the annual

budget and statement of income and expendit'!E8S tg,_~~e£.e­

sented to the membership at its regular annu~! meeti~~. The

Treasurer shall be an Ex-officio member of the Committee. ----~ --------------------------

x X X

0-14

XK

Section 2. I t shall be the duty of each cOImni ttee to

receive complaints from mCTi1bers on any mattel:" involving

l\ssociation functions, duties and activities within its

field of responsibility. It shall dispose of such complaints

as it deems appropriate or rcfer ther.l to such other commi ttee,

Director or officer of the Association as is further concerned

with the matter presented.

l\RTICLE XI

BOOKS AND RECORDS

'fhe books, records and papers of the Association shall

at all times, during reasonable business hours, be subject )<

to inspection by any mer,llcr and any holder of a !.'tecorded

First Mortgage. ~he Declaration of Restrictions, charter

and the By-Laws of the Association as well as the Mana9--=~~._.

Agreements sh~ 1 be avai lab~<:._~?r in~J)ectio~ .. PY.........<'!DL'!!§!..!!l_bQJ.'.

at tho office of the l\ssociation where such rec9r~e keptl-

where copies may be purchased at reasonable cost.

l\RTICLE XII

l\SSESSIlLNTS

i\s r,lOre fully provided in the Declaration of Restrictions,

cuch membcr (or owner, where the unit is owned by more than

one party) is obligated to pay to the Association annual and

specific assessments, which shall become a lien upon each

unit when the aoard of Directors records a notice of assessment

as provided in Section 09":9-21 of the Mississippi Cale of 1972,

i\nnotated. ~ny assessments , ... hich are not paid within ._t~f.~!?_~_1l..

(15) days a fter the due da te shall be de linquent. _~~? ... _~~.~l:. bear

13-15

percent (31,) per annum or [It the lIlil:drlUHl Imvful contrilct r<"lto

perr.littcd by the l."lWS of the St,lb~ of tliss.tssipri, whichever is

less; and the Association may brinS,! .:1n (lction at law against

the owner personally oblignted t~") p,'y the same or forocl050.

the lien against the unit of the deli.n.:!uent owner, c1ncl interest,

costs, Dnd reasonable attorney1s fees of any sueil action

shall be added to the amount of such assessr,1cnt. t~o owner

may waive or otherwisc avoid liability for tile .:lSScnsnents

provided for herein :"y non-usc of t!HJ Comr.lOr. l\rea ·or. [loandon-

ment of his Unit.

ARTICT..jE XI I I

INDENN U'ICl\TION

each Director, officer, and cnployee of the Association

shall be indemnified by the r,s~ociation against (~xpcnscs and

liabilities (including Attorney's fees) as provided ill

Article XV of the Declaration of ~estrictions.

IInnCLE XIV

Section 1. ?hese By":'Laws may be amende,1, [It a regular

or special f,lceting of the ~~_~~..9~_~.' by the affirP.1ativc vote_

/. of two-thirds (2/3) of the number of votes entitled to be

cast by the members.

Section 2. In the case of any conflict between the

Charter and these By-Laws, the Charter sholl control_; and

0-16

in the case of any conflict between the Declaration 0:(

Restrictions and these tiy-Lnws, the Declaration of Rcstric-

tions shall control.

III WITNESS WIlr;rU:Op, the undersigned mcmbf."r~-: of ChatcC\u

Royal Association, Inc. h.:tve adopted thes,? ny-Laws this

day of _____________ , 1979.

CHr1.'T.'p.I\U ROYAL hSSOCIl\tl'ION, INC.

Lm'11S S. TILGI-IHAH, JR.

\'1. W. DAIL~Y

0-17

A11C':NDEIJ DECLARATION or RESTRICTIONS CIIATEAU ROYAL CONDOMINIUMS

HIIEREAS, the undersigned, being the owners of 75% or

nlore or tile units of Cl10tCOU Royal Condominiums, a condominium

nccording to tile Declaration of Restrictions Establishing Chateau

ICoyol Cond~nliniums, as recorded in Condominium Dook No.2 at Pages

1 tllrough 91, nnd ti,e pInt thereof 8S recorded in Plat Book 30

nt Page 10, in the Office of the Cilonccry Clerk of Ilinds County

at Jacksoll, Hississippij and,

HIIEREAS, there 8rt! certain chl.lnges to the Declaration

of Hcstrictions EstalJIlshlng Clwtenu Royal Condomini'ums which

tIle undernigned 0wners wist, to moke;

NOW, TllElmF01~E, the undersigned owners, being 75% or

nLI,ra of tile owners of Cllateau Royol Condominiums do Ilercby replace

tile first numll4rcil poragrapll of Article VIII Insurance with the , follawine,.

1. Tile Associ!ltion, or its duly autllorizcd ngent,

511011 obtain insllronce [or 011 buildinss, common

()lcrnents, orlll [or nIl tangible IJerSano! property owned

by tIle Association or jointl.y by tile co-owners, against

10s8 or domage by [ire or allIer casualty, with extended

coverage in an OJ.Jaunt sufficicllt to cover the full

repl.~cl)rllent cost or ally repair or reconstruction work

ill tile event or damage or destruction [rom an insured

11HZar(l, slllIjoet to 511Cll dedllctiblc amount ris the

Assoclatiol1 nLoy dctcrmiJlc. Soid insurance sholl include ------coveroge Dcoin~t v~ndolism lind malicious mischief.

,'Ile Assoc.lation shull olso obtain a brand form public

lirllJility IJoliey, with D mirlinlum single limit of One

Million Dollars ($1,000,000.00) c~vering all common

elements and all damage or injury caused by the

negl.igence of tile Assocjntioll. Tile Association shall

-------

x (~BII(~ICS~ nets all Lile 1)[11'(; of tho officers, Directors, --Cl:''llmecs OIIU Cnlilluyccs or._.~~~sG_C?5-1nV-'-l?~-.---pJl_QJ;J!~_~~

\~ho hrltllJlc or orc l'c[lponsilJlc [or handling funds of

Lhe Assoc:lot:i.ul1 _.or the cu-ow_hcrs. Such ,CitlclJty bonus

shill.!. IIfliliC the I\ssocJal.::i.oll os O.lL.-Q..,td.i.gcc nnd sholl be

wellton, in nn umolllll.: 0'111£11 to ot lens!.: the _:"~~.~!l]_~~9JL

IjIOX!llll.111 or fUlld~. illclllJlrlg ,reserve [Ullds, in tllo custody

oC ,·he oWllers tlSSOciDtion or _the IHnllngcrncnt: ogent, as

the coso may Ilc, ot: OilY given t:llne during the term of

cuch bond. lIowevcr, ill 110 event: moy the aggregate omount -----"

or slJch \)011(15 he lear; t:hnl)~Q.._.S!lm.~ to J 1II01ltl1S'

oggrcgot:c assessments all 011 units plus reserve funds. --------------~------

The bonus shnll contoin wni vcrs uy the issuers of the

bonus of all rJefelises !Joscd upon tile exclusion of persons

scrv.LIIU witlloUt COllljJCIISUtioil from tIle rJcfi[lition of

IIcmpJoyees", or slltl.Unr terms or expressions • ...1'..lLe.-...

premiul11s pn all bonds rcqllircrJ here_lll~ept those X , ----

mall1tllinerJ by lhe IIHlnngeUlclit og_C: .. f!.~J sl~ll be paid by

the owncrs association us 0 common cxpcnse. The bonds .--.----~ --~

sholl provide thot t.hey 1110Y not be conccllcti or sull­

stflllti.tllly 11Iod:l.[Jcd (.i.nclu(Ung cancelJ.otion (or

lIoll-poymcllt o[ premiul11) ",J.thout at leust 10 days' prior .... -_.---------------------_.---

writtcil IIOticD to tIle owners association and to COCII

11()l(lcr of.o first 1I10rtgoge 011 OIlY lillit ill tile condominiunl

which 1.s listed os 0 scheduletl holder of a first mortgage

in the insurance policy. Tile Associotioll may autoin

such uther 1'0.ll.cJ.cs uf insuronce, il18uring against risks

oC nilnllor ur dissilnl1n~ Ilature, as it sl1011 deem

oppropriote.

This Dlllcndrnellt sholl not ofrcct tiny other p.arngroph

.In Art-tcJ.c VIII or OilY other worJ, clouse, sentence ur paragraph

of tilC Ucclorntloll of UcstrlctiollS Estobllsllillg Chateau Royol

Co ndalll.i. 1I.i. t1 illS •

2

x

B-1

BY-LAWS

OF

CHATEAU ROYJ\L ASSOCIATION, INC.

FOR THE ADMINISTRATION OF THE CHATEAU ROYAL CONDOMINIUMS

ARTICLE I

NAME AND LOCATION

The name of the corporation is Chateau Royal Association, Inc., hereinafter referred

to as the “Association”. The principal office of the corporation shall be located at

One Lefleur Square, 4735 Old Canton Road, Jackson, Mississippi

39211.

ARTICLE II

PURPOSE

The purpose of the Association is to administer a condominium project known as

Chateau Royal Condominiums (herein sometimes called the “Property”) and to do

and perform any and all other things, matters or acts required by or permitted to the

co-owners of units in Chateau Royal Condominiums under the Mississippi

Condominium Law.

ARTICLE III

DEFINITIONS

The definitions set out in the Declaration of Restrictions to which these By-Laws are

attached as an Exhibit are hereby incorporated herein by reference as if copied

verbatim.

EXHIBIT “B”

TO

DECLARATION OF RESTRICTIONS

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ESTABLISHING CHATEAU ROYAL CONDOMINIUMS

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ARTICLE IV

MEMBERS, MEETING, AND VOTING RIGIITS OF MEMBERS

Section 1. a. The owner of each unit within Chateau Royal Condominiums shall

constitute the members of the Association. Where a unit is owned by more than one

person or other legal entity, only one of them shall be a member of the Association to

the end, and for the purpose, that there shall be only one member of the Association

and one vote in Association business for each unit. Where a unit is owned by more

than one party, the said co-owning parties shall determine among themselves which of

them shall be the member and they shall certify their selection to the secretary of the

Association in a writing signed by all co-owners of the unit. In case the co-owners of

a unit cannot agree which of them shall be the member, or otherwise fail to certify to

the Association which of them is the member, then the Board of Directors may

designate one of the co-owners as the member for the unit.

(b) Whenever a change in the ownership of a unit occurs, it shall be the responsibility

of the new owner or owners to notify the Secretary of the Association of such change

and furnish the Secretary with such evidence of the change in ownership as the

Secretary may require (such as a certified copy of the deed or the last will and

testament under which ownership was acquired).

Section 2. Annual Meetings. The first annual meeting of the members may be held,

when called by the Developer-upon ten (10) days notice, at any time and shall be held

within sixty (60) days after sixty (60) units within Chateau Royal

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Condominiums are conveyed to an owner other than the Developer. Each subsequent t

regular meeting of the members shall be held on the same day of the same month of

each year thereafter at the hour of 7:00 P.M., or upon such other day as shall be

selected by a majority of the members. If the day for the annual meeting is a legal

holiday, the meeting will be held on the first day following which is not a legal

holiday.

Section 3. Special Meetings. Special meetings of the Members may be called at any

Time by the President, or by the Board of Directors, or upon written request of

members entitled to cast one-third (1/3) of the number of votes entitled to be cast by

all members.

Section 4. Notice of Meetings. Written notice of meetings stating the place, day and

hour of the meeting, and in the case of a special meeting, the purpose or purposes for

which the meeting is called and the person or persons calling the meeting shall be

delivered, either personally or by mail, to each member at this address as it appears on

the books of the Association. If mailed, such notice shall be delivered not less than ten

(l0) nor more than thirty (30) days before the date of the meeting and shall be deemed

delivered when actually received by the member.

Section 5. Quorum. The presence at the meeting of members entitled to cast, or of

proxies entitled to cast, at least a majority of the total number of votes entitled to be

cast shall constitute u quorum for any actions, except as otherwise provided in the

Charter of Incorporation, the

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Declaration of Restrictions, or these By-Laws. If, however, such quorum shall not be

present or represented at any meeting, the members entitled to vote thereat shall have

power to adjourn the meeting from time to time without notice other than

announcement at the meeting until a quorum shall be present or be represented; and at

the meeting following such adjournment the quorum shall consist of one-half (1/2) of

the required quorum at the proceeding meeting.

Section 6. Proxies. At all meetings of members, each member may vote in

person or by proxy. All proxie~ shall be in writing and filed with the Secretary. Each

proxy shall be revocable and shall automatically cease upon conveyance by the

member of his condominium unit.

Section 7. Voting Rights.

(a) Each member shall be entitled to one vote for each condominium unit

owned by him and as to which he is the Association member for said unit provided

that all assessments against such unit which are then due have been paid.

(b) Notwithstanding the foregoing, the Developer as the original owner of all

units in the Condominium Project, shall be entitled to three (3) votes for each unit

owned by it and remaining unsold until such time as sixty (60) of the units are sold

and transferred, or until the expiration of five (5) years from the date of recording the

Declaration of Restrictions, whichever last occurs.

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ARTICLE V

BOARD OF DIRECTORS -SELECTION -TERM OF OFFICE

Section 1. The affairs of this Association shall. be managed by a Board of not less

than three (3) nor more than nine (9) Directors, each of whom shall be a member of

the Association or in the event of ownership of a unit by a partnership, trustee,

corporation, or other entity, a partner, trustee, officer, or other designated

representative. The number of Directors shall be fixed at the, first nesting o~ the

Association, and may be changed at any subsequent meeting of the Association

provided, however, that any Director may complete his term of office despite any

decrease in the number of Directors, unless removed from office, as herein provided.

Section 2. Term of Office. At the first meeting, the members shall elect one-third (1/3)

of the Directors for a term of one (1) year, one-third (1/3) of the Directors for a term

of two (2) years, and the remaining Director(s) for a term of three (3) years; and at

each annual meeting thereafter, members shall elect a Director or Directors, as the

case may be, for a term of three (3) years to replace the outgoing Director or

Directors.

Section 3. Removal or Resignation. Any Director may removed from the Board with

or without cause by a majority

of the total number of votes entitled to be cast by all members of the Association. If

any Director shall cease to be the owner of a unit, or of an interest therein or shall

cease to be a partner, trustee, officer or other designated representative of a

partnership, trustee, corporation or other

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entity owning a unit, he shall immediately resign a8 such Director. In the event of

death or resignation or removal of a Director, his successor shall be selected by the

remaining members of the Board (although less than a quorum exist) or by the vote of

members entitled to cast a majority of the votes entitled to be cast by all members, and

shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No Director shall receive compensation for any

service he may render to the Association as Director; however, any Director may be

reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The Directors shall have the

right to take any action in the absence of a meeting by obtaining the written approval

of-all of the Directors. Any action so approved shall have the same effect as tllough

taken at a meeting of the Directors.

ARTICLE VI

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election of the Board of Directors

shall be made by a Nominating Committee. 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 Nominating Committee shall be appointed by the

Board of Directors prior to each annual meeting of the members, to serve from the

close of such annual meeting until the close of the next

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annual meeting and such appointment shall be announced at each annual meeting. The

Nominating committee shall make as many nominations for election to the Board of

Directors as it shall in its discretion determine, but not less than

the number of vacancies that are to be filled.

Section 2. Election. Election to the Board of Directors shall be by ballot. At

such elections, the members or their proxies may cast, in respect to each vacancy, as

many votes as they are entitled to exercise under the provisions of the Declaration.

The persons receiving the largest number of votes cumulative voting shall be

permitted.

ARTICLE VII

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors

shall be held monthly without notice, at such place and hour as may be fixed from

time to time by resolution of the board. Should said meeting fall upon a legal holiday,

then that meeting shall be held l\t the same time on the next day which is not a legal

holiday.

Section 2. Special Meetings. Special Meetings of Board of Directors shall be

held when called by the President of the Associaton after A waiver of notice in

writing signed by the person entitled to such notice, whether before or after the time

of the meeting shall be deemed equivalent to such notice.

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Section 3. Quorum. A majority of the Number of Directors shall constitute a

quorum for the transaction of business. Every act or decision done or made by a

majority of the Directors present at a duly held meeting at which a quorum is present

shall be regarded as the act of the board.

ARTICLE VIII

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 the use of the Common

Area and facilities, and the personal conduct of the members and their guest thereon,

and to establish penalties for the infraction thereof;

(b) suspend the right of co-owners to use of the recreational facilities during

any period in which he shall be in default in the payment of any assessment levied by

the Association. Such right may also be suspended after notice and hearing before the

board, for a period not to exceed sixty (60) days for infraction of published rules and

regulations;

(c) exercise for the Association all powers, duties and authority vested in or

delegated to this Association and not reserved to the membership by other provision

of these By-Laws, the Charter, or the Declaration of Restrictions;

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(d) declare the offices of a member of the Board of Directors to be vacant in

the event such member shall be absent from three (3) consecutive regular meetings of

the Board of Directors; and

(e) authorize the officers to enter into one or more management agreements

with third parties in order to facilitate efficient operation of the Property. It shall be

the primary purpose of such management agreements to provide for the

administration, management, repair and maintenance of the Property, all

improvements included therein and designated as common areas and elements, and

the receipt and disbursement of funds as may be authorized by the Board of Directors.

The terms of said management agreements shall be as determined by the Board of

Directors to be in the best interests of the members, and shall be subject in all respects

to the charter of the Association, these By-Laws and the Declaration Of. Restrictions.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and

to present a statement thereof to the members at the annual meeting of the members,

or at any special meeting when such statement is requested in writing by members

entitled to cast one-third (1/3) of the number of votes entitled to be cast by all

members;

(b) supervise all officers, agents and employees of the Association, and to see

that their duties are properly performed;

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(c) as more fully provided in the Declaration of Restrictions to:

(1) fix the amount of the annual assessment against each unit at least

thirty (30) days in advance of each annual assessment period;

(2) send written notice of each assessment to every other subject

thereto at least ten (10) days in advance of each annual assessment

period; and

(3) foreclose the lien against any unit for which assessments are not

paid within the time fixed by the Board of Directors or to bring an

action at law against the owner personally obligated to pay the

same;

(d) issue, or to cause an appropriate officer to issue, upon demand by any

person, a certificate setting forth whether or not any assessment has been

paid. A reasonable charge may be made by the Board for the issuance of”

these certificates. If a certificate states an assessment has been paid, such

certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate insurance all as set out more fully in the

Declaration of restrictions; provided that failure to maintain insurance or

failure to maintain adequate insurance shall not

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render the Directors personally liable for the amount of any loss resulting

therefrom;

(f) cause all officers or employees having fiscal responsibilities to be bonded,

as it may deem appropriate;

(g) cause the Common Elements and Areas to be maintained;.

ARTICLE IX

OFFICERS AND THEIR DUTIES

Section 1. enumeration of offices. The officers or this Association shall be a

President and Vice-President, who shall at all times be members of the Board of

Directors, a Secretary and a Treasurer, and such other officers as the Board may from

time -to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the

first meeting of the f30ard of Directors following each annual meeting of the

members.

Section 3. Term. The officers of this Association shall be elected annually by

the Board, and each shall hold office for one (1) year unless he shall sooner resign, or

shall be removed, or otherwise be disqualified to serve_.

Section 4. Special Appointments. The Board may elect such other officers as

the 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, from time to

time, determine.

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Section 5. Resignation and Removal. Any officer may be removed from

office with or without cause by the Board. Any officer may resign at any time <Jiving

written notice to the Board, the President or the Secretary. Such resignation shall take

effect on the date of receipt of such notice or at any later time specified therein, and

unless otherwise specified therein, tl18 acceptance of such resignation shall hot be

necessary to make it effective.

Section 6. 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.

Section 7. Multiple Offices. The offices of Secretary and Treasurer may be

held by the secretary treasurer IN person shall simultaneously hold more than one of

any of the other offices except in the case of special offices pursuant to Section 4 of

this Article.

Section 8. Duties. The duties of the officers are as follows:

President

(a) The President shall preside at all meetings of the Board of Directors and all

meetings of the members j shall see that orders and resolutions of the Board and of the

members are carried out; shall sign all leases, mortgages, deeds and other written

instruments and shall co-sign all checks and promissory notes.

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Vice-President

(b) The Vice-President shall act in the place and stead of the President in the

event of his absence, inability or refusal to act and shall exercise and discharge such

other duties as may be required of him by the Board.

Secretary

(c) The Secretary shall record the votes and keep the minutes of all meetings

and proceedings of the Board and of the members; keep appropriate current records

showing the members of the Association together with their 0ddresses, and shall

perform such other duties as required by the Board.

Treasurer

(d) The Treasurer shall receive and deposit in appropriate bank. accounts all

monies of the Association and shall disburse such funds as directed by resolution of

the Board of Directors; shall sign all checks and promissory notes of the Association;

keep proper books of account; cause an annual audit of the Association books to be

made by a public accountant at the completion of each fiscal year; and shall prepare

an annual budget and a statement of income and expenditures to be presented to the

membership at its regular annual meeting, and deliver a copy of each to the members.

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ARTICLE X

COMMITTEES

Section 1. -The association shall appoint an Architectural Control Committee

as provided in the Declaration of Restrictions and a Nominating Committee as

provided in these By-Laws. In addition, the Board of Directors may appoint other

committees as deemed appropriate in carrying out its purposes, such as:

(1) A Recreation Committee which shall advise the Board of Directors on all

matters pertaining to the recreational program and activities of the Association and

shall perform such other functions as the Board in its discretion, determines i

(2) A Maintenance Committee which shall advise the Board of Directors on

all matters pertaining to the maintenance repair or improvement of the Properties, and

shall perform such other functions as the Board in its discretion, determines;

(3) A Publicity Committee which shall inform the rrembers on all activities

and functions of the Association and shall, afte-r consulting with the Board of

Directors, make such public releases and’ announcements as are in the best interests

of the Association1 and

(4) An Audit Committee which shall supervise the annual audit of the Association’s

books and approve the annual budget and statement of income and expenditures to be

presented to the membership at its regular annual meeting. The Treasurer shall be an

Ex-officio member of the Committee.

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Section 2. It shall be the duty of each committee to receive complaints from

members on any matter involving Association functions, duties and activities within

its field of responsibility. It shall dispose of such complaints as it deems appropriate

or refer them to such other committee, Director or officer of the Association as is

further concerned with the matter presented.

ARTICLE XI

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during

reasonable business hours, be subject )< to inspection by any member and any holder

of a recorded First Mortgage. The Declaration of Restrictions, charter and the By-

Laws of the Association as well as the Management Agreements shall be available at

the office of the Association where such records are kept where copies may be

purchased at reasonable cost.

ARTICLE XII

ASSESSMENTS

As more fully provided in the Declaration of Restrictions, each member (or

owner, where the unit is owned by more than one party) is obligated to pay to the

Association annual and specific assessments, which shall become a lien upon each

unit when the Board of Directors records a notice of assessment as provided in

Section 89-9-21 of the Mississippi Code of 1972, Annotated. Any assessments which

are not paid within fifteen (15) days after the due date shall be delinquent. And shall

bear interest from the date of delinquency at the rate of eight

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percent (8%) per annum at the maximum lawful contract rate permitted by the laws of

the State of Mississippi, whichever is less; and the Association may bring an action at

law against the owner personally obligated pay the same or foreflose the lien against

the unit of the delinquent owner, and interest, costs, and reasonable attorney’s fees of

any such action shall be added to the amount of such assessment. No owner may

waive or otherwise avoid liability for the assessment provided for herein by non-use

of Common Area or abandonment of his Unit.

ARTICLE XIII

INDENMNIFICATION

Each Director, officer, and employee of the Association shall be indemnified

by the association against expenses and liabilities (including Attorney’s fees) as

provided in Article XV of the Declaration of Restrictions.

ARTICLE XIV

Section 1. These By-Laws may be amended at regular or special meeting of

the members by the affirmative vote of two-thirds (2/3) of the number of votes

entitled to be cast by the members.

Section 2. In the case of any conflict between the Charter and these By-

Laws, the Charter shall control and

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in the case of any conflict between the Declaration of Restrictions and these By-Laws,

the Declaration of Restrictions shall control.

IN WITNESS WHEREOF, the undersigned member of Chateau Royal Association,

Inc., have adopted these By-Laws this day of _____________, 1979.

CHATEAU ROYAL ASSOCIATION, INC.

LEWIS S. TILGHMAN, JR.

W.W. BAILEY

W.C. BAILEY, JR.

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AMENDED DECLATION OF RESTRICTIONS CHATEAU ROYAL

CONDOMINIUMS

WHEREAS, the undersigned, being the owners of 75% or more or tile units of

Chateau Royal Condominiums, a condominium according to the Declaration of

Restrictions Establishing Chateau Royal Condominiums, as recorded in

Condominium Book No.2 at Pages 1 through 91, and the plat thereof as recorded in

Plat Book 30 at Page 10, in the Office of the Chancery Clerk of Hinds County at

Jackson, Mississippi and,

WHEREAS, there are certain challenges to the Declaration of Restrictions

Establishing Chateau Royal Condominiums which the undersigned 0wners wish to

make;

NOW, THEREFORE, the undersigned owners, being 75% or

more of the owners of Chateau Royal Condominiums do hereby replace tile first

numbered paragraph of Article VIII Insurance with the following:.

1. The Association or its duly authorized agent, shall obtain insurance for all

buildings, common elements, for all tangible personal property owned by the

Association or jointly by the co-owners, against loss or damage by fire or other

causality, with extended coverage in an amount sufficient to cover the full

replacement cost of any repair or reconstruction work in the event of damage or

destruction from an insured hazard subject to such deductible amount as the

Association may determine. Said insurance shall include coverage vandalism and

malicious mischief.

The Association shall also obtain a broad form public liability policy, with a

minimum single limit of One Million Dollars ($1,000,000.00) covering all common

elements and all damage or injury caused by the negligence of the Association. The

Association shall also obtain adequate fidelity coverage to protect against dishonest

acts on the part of the officers, Directors, trustees and employees of such Association

and all others who handle or are responsible for handling funds of the Association or

the co-owners. Such fidelity bonds shall name the Association as an oblige and shall

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be written ina an amount equal to at least the estimated maximum of funds, including

reserve funds, in the custody of the owners association or the management agent, as

the case may be, at any given time during the term of each bond. However, in no

event may the aggregate amount of such bonds be less than a sum equal to 3 months’

aggregate assessments on all unites plus reserve funds. The bonds shall contain

waivers by the issuers of the bonds of all defenses based upon the exclusions of

persons serving without compensation from the definition of “employees”, or similar

terms or expressions. The premiums on all bonds required herein, except those

maintained by the management agent, shall be paid by the owners association as a

common expense. The bonds shall provide that they may not be cancelled or

substantially modified (including cancellation for non-payment of premium) without

at least 10 days’ prior written notice to the owners association and to each holder of a

first mortgage on any unit in the condominium which is listed as a scheduled holder of

a first mortgage in the insurance policy. The Association may obtain such other

policies of insurance, insuring against risks of similar or dissimilar nature, as it shall

deem appropriate.

This amendment shall not affect any other paragraph in Article VIII or any

other word, clause, sentence or paragraph of the Declaration of Restrictions

Establishing Chateau Royal Condominiums.

.