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;
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(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.
.