WEST RIDGE OWNERS ASSOCIATION, INC.
NAME AND LOCATION. The name of the corporation is West Ridge Owners
Association, Inc., hereinafter referred to as the "Association." The principal
office of the corporation shall be located at 1200 48th Ave. North, Suite 201,
Myrtle Beach, South Carolina 29577, but meetings of members and directors may be
held at such place or places within Horry County, State of South Carolina, as
may be designated by the Board of Directors.
"Association" shall mean and refer to West Ridge Owners Association, Inc., its
successors and assign.
"Properties" shall mean and refer to that certain real property described in the
Declaration of Covenants, Conditions and Restrictions, and such additions
thereto as may hereafter be brought within the jurisdiction of the Asociation.
"Common Area" shall mean all real property owned by the Association for the
common use and enjoyment of the Owners.
"Lot" shall mean and refer to any plot of land as shown upon the attached site
plan or the approved final plat, with the exception of the Common Area, and
shall include all improvements thereon. Each plot of land is the area for one
(1) residential unit, designed for single-family ownership.
"Owner" shall mean and refer to the record owner, whether one or more persons or
entities, of the fee simple title to any Lot which is a part of the Properties,
including contract sellers, but excluding those having such interest merely as
security for the performance of an obligation.
"Declarant" shall mean and refer to Portrait Homes-Westridge LLC, its successors
and assigns, if such successors or assigns should acquire all of the Declarant's
interest in the Properties.
"Declaration" shall mean and refer to the Declaration of Covenants, Conditions,
and Restrictions applicable to the Properties recorded in the Office of the
Register [sic] of Deeds of Horry County.
"Member" shall mean and refer to those persons entitled to membership as
provided in the Declaration.
MEETING OF MEMBERS
Section 1. Annual Meetings.
The first annual meeting of the Members shall be held within sixty (60) days
from the expiration of Declarant control, and each subsequent regular annual
meeting of the Members shall be held within the same month of each year
thereafter. Until the period of Declarant control expires as provided in the
Declaration, any annual meetings shall not include the election of
Section 2. 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 the Members who are entitled
to vote one-fourth (1/4) of all of the votes of the Class A membership.
Section 3. Notice of Meetings.
Written notice of each meeting of the Members shall be given by, or at the
direction of, the secretary or person authorized to call the meeting, by mailing
a copy of such notice, postage prepaid, at least fifteen (15) days before such
meeting to each Member entitled to vote thereat, addressed to the Member's
address last appearing on the books of the Association, or supplied by such
Member to the Association for the purpose of notice. Such notice shall specify
the place, day, and hour of the meeting, and, in the case of a special meeting,
the purpose of the meeting.
Section 4. Quorum.
The presence at the meeting of Members entitled to cast, or of proxies entitled
to cast, one-tenth (1/10) of the votes of each class of membership shall
constitute a quorum for any action except as otherwise provided in the Articles
of Incorporation, the Declaration, or these Bylaws. 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 as aforesaid shall
be present or be represented.
Section 5. Proxies.
At all meetings of Members, each Member may vote in person or by proxy. All
proxies shall be in writing and filed with the secretary. Every proxy shall be
revocable and shall automatically cease upon conveyance by the Member of his or
Section 6. First Regular Meeting.
The first regular meeting of the Members shall occur within one (1) year of the
conversion of the Class B membership to Class A membership or upon the voluntary
relinquishment of Declarant's control.
BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
Section 1. Number.
The affairs of this Association shall be managed by a Board of six (6) directors
who need not be Members of the Association.
Section 2. Term of Office.
At the First Regular Meeting, the Members shall elect three (3) directors for a
term of one year and the remaining directors for a term of two (2) years, and at
each annual meeting thereafter, the Members shall elect for a term of two (2)
years the number of directors whose terms are expiring. The directors appointed
by the Declarant shall serve until removed or until the First Regular
Section 3. Removal.
Any director may be removed by the Board, with or without cause or, by a
majority vote of the Members of the Association at a properly called meeting of
the Members. In the event of death, resignation, or removal of a director, his
or her successor shall be selected by the remaining Members of the Board and
shall serve for the unexpired term of his predecessor.
Section 4. Compensation.
No director shall receive compensation for any service he or she may render to
the Association. However, any director may be reimbursed for his or her actual
expenses incurred in the performance of his or her duties.
Section 5. Action Taken Without a Meeting.
The directors shall have the right to take any action in the absence of a
meeting, which they could take at a meeting by obtaining the written approval of
all the directors. Any action so approved shall have the same effect as though
taken at a meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination.
After the period of Declarant control, nomination for election to the Board of
Directors shall be made by a Nominating Committee or by another procedure
approved by the Board of Directors. Nominations may also be made from the floor
at the First Regular Meeting or the annual meetings thereafter. 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 from time to time as needed. 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. Such nominations may be made from among
Members or non-Members.
Section 2. Election.
Election to the Board of Directors shall be by secret written ballot. At such
election, 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 shall be elected
and the persons with the highest totals shall fill the vacancies with the
longest term. Cumulative voting is not permitted.
Section 3. Declarant Rights.
Declarant shall be entitled to appoint all Directors until voluntary
relinquishment of that right or upon conversion of the Class B membership to
Class A membership as provided in the Declaration.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings.
Regular meetings of the Board of Directors shall be held every three months
without notice after Declarant control expires, 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 at the same time on the
next day which is not a legal holiday. During the period of Declarant control,
regular meetings shall be held as determined by the Board of Directors, in its
Section 2. Special Meetings.
Special meetings of the Board of Directors shall be held when called by the
President of the Association, or by any two directors, after not less than three
(3) days' notice to each director.
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.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have power to:
- adopt and publish rules and regulations governing the use of the Common
Area and facilities, the personal conduct of the Members and their guests
thereon, and to establish penalties for the infraction thereof;
- suspend the voting rights and right to use of the recreational facilities
of a Member during any period in which such Member shall be in default in
the payment of any assessment levied by the Association. Such rights may
also be suspended after notice and hearing, for a period not to exceed
sixty (60) days for infraction of published rules and regulations.
- exercise for the Association all powers, duties, and authority vested in or
delegated to this Association and not reserved to the membership by other
provisions of these Bylaws, the Articles of Incorporation, or the
- declare the office 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
- employ a manager, an independent contractor, or such other employees as
they deem necessary, and to prescribe their duties. Provided further, that
the Board of Directors shall ratify and approve the management agreement
between the Association and Encore Real Estate Co,. employing Encore Real
Estate Co. to act as managing agent for the property for a term commencing
on the date the Declaration is recorded and terminating after Declarant
control has expired at an initial rate for Fourteen and no/100 Dollars
($14.00) per Lot per month for each Lot which is subject to an assessment;
provided however that notwithstanding anything contained herein or
elsewhere to the contrary, that the Association has the right to terminate
such management agreement without cause, which right is exercisable without
penalty at any time after the termination of Class B membership, upon not
less than sixty (60) days written notice to said managing agent.
It shall be the duty of the Board of Directors to:
- 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 one-fourth (1/4) of the Class A Members who are entitled to
- supervise all officers, agents, and employees of this Association, and to
see that their duties are property performed;
- as more fully provided in the Declarations, to:
- fix the amount of the annual assessment against each Lot at least
thirty (30) days in advance of each annual assessment period;
- send written notice of each assessment to every Owner subject thereto
at least thirty (30) days in advance of each annual assessment period;
- foreclose the lien against any property for which assessments are not
paid within thirty (30) days after due date or to bring an action at
law against the owner personally obligated to pay the same.
- 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;
- procure and maintain adequate liability and hazard insurance on property
owned by the Association or as required in the Declaration;
- cause all officers or employees having fiscal responsibilities to be
bonded, as provided in Article XIV hereof;
- cause the Common Area to be maintained;
- cause the exterior of the residential units to be maintained;
- perform all other duties and responsibilities provided in the Declaration.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices.
The officers of this Association shall be a president and vice president, who
shall, at all times, be members of the Board of Directors; a secretary, a
treasurer; and such other officers as the Board may from time to time by
Section 2. Election of Officers.
The election of officers shall take place at the first meeting of the Board of
Directors following each annual meeting of the Members or the annual appointment
of the Directors.
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 or she shall sooner resign,
shall be removed, or otherwise 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.
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, giving 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, the acceptance of such resignation shall not 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 or she replaces.
Section 7. Multiple Offices.
The offices of secretary and treasurer may be held by the same person. No
person shall simultaneously hold more than one of any of the other offices,
except in the case of special offices created pursuant to Section 4 of this
Article or as determined by the Board of Directors during the period of
The duties of the officers are as follows:
(a) The president shall preside at all meetings of the Board of
Directors; shall see that orders and resolutions of the Board are carried out;
shall sign all leases, mortgages, deeds and other written instruments; and
absent some resolution from the Board of Directors specifying otherwise shall
sign all checks and promissory notes.
(b) The vice president shall act in the place and stead of the president
in the event of his or her absence, inability, or refusal to act, and shall
exercise and discharge such other duties as may be required of him or her by the
(c) The secretary shall record the votes and keep the minutes of all
meetings and proceedings of the Board and of the Members; keep the corporate
seal of the Association and affix it on all papers requiring said seal; serve
notice of meetings of the Board and of the Members; keep appropriate current
records showing the Members of the Association, together with their addresses;
and shall perform such other duties as required by the Board.
(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; absent some resolution from the Board of
Directors specifying otherwise 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.
The Association shall appoint an Architectural Control Committee, as provided
in the Declaration, and a Nominating Committee, as provided in these Bylaws. In
addition, the Board of Directors shall appoint other committees as deemed
appropriate in carrying out its purpose.
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. The
Declaration, the Articles of Incorporation, and the Bylaws of the Association
shall be available for inspection by any Member at the principal office of the
Association, where copies may be purchased at reasonable cost.
Section 1. General.
As more fully provided in the Declaration, each Member is obligated to pay to
the Association monthly and special assessments, which are secured by a
continuing lien upon the property against which the assessment is made. Any
assessments, which are not paid when due, shall be delinquent. If the
assessment is not paid within fifteen (15) days after the due date, a late
charge of $25.00 shall be added to it and the assessment shall bear interest
from the date of delinquency at the rate of eight (8%) percent per annum, and
the Association may bring an action at law against the Owner personally
obligated to pay the same or foreclose the lien against the property, and
interests, 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 escape
liability for the assessments provided for herein by non-use of the Common Area
or abandonment of his or her Lot.
Section 2. Annual Budget.
The Board shall cause to be prepared an estimated annual budget for each fiscal
year of the Association. The annual budget shall provide for a reserve for
contingencies for the year and a reserve for capital expenditures, in reasonable
amounts as determined by the Board, according to the Declaration.
Section 3. Records and Statement of Account.
The Board shall cause to be kept detailed and accurate records of the receipts
and expenditures affecting (i) the Properties, (ii) the Lots, and (iii) the
Common Area, specifying and itemizing the common expenses incurred. Payment
vouchers may be approved in such manner as the Board may determine.
Section 4. Discharge of Liens.
The Board may cause the Association to discharge any mechanic's lien or other
encumbrance, which in the opinion of the Board may constitute a lien against the
Properties or the Common Area, other than a lien against only a particular Lot.
When less than all the Owners are responsible for the existence of any such
lien, the Owners responsible shall be jointly and severally liable for the
amount necessary to discharge the same and for all costs and expenses, including
attorneys' fees, incurred by reason of such lien.
Section 5. Forbearance.
The Association shall have no authority to forebear the payment of assessments
by any Owner.
No contract or other transaction between this corporation and one or more of
its Directors or between this corporation and any corporation, firm or
association in which one or more of the Directors of this corporation are
directors, or are financially interested, is void or voidable because such
Director or Directors are present at the meeting of the Board or a committee
thereof which authorizes or approves the contract or transaction or because his
or their votes are counted, if the circumstances specified in either of the
following subparagraphs exists:
- the fact of the common directorship or financial interest is disclosed or
known to the Board or committee and noted in the minutes and the Board or
committee authorizes, approves or ratifies the contract or transaction in
good faith by a vote sufficient for the purpose without counting the vote
or votes of such Director or Directors; or
- the contract or transaction is just and reasonable as to the Association at
the time it is authorized or approved.
Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board or a committee thereof, which authorizes,
approves or ratifies a contract or transaction.
Section 1. General.
The Association shall indemnify and hold harmless each of its directors and
officers, each member of any committee appointed pursuant to the By-Laws of the
Association, the Board, and Declarant, against all contractual and other
liabilities to others arising out of contracts made by or other act of such
directors, Board, officers, committee members, or Declarant, on behalf of the
Owners, or arising out of their status as directors, Board, officers, committee
members, unless any such contract or act is contrary to the provisions of the
laws of the State of South Carolina, the Declaration or these By-Laws or shall
have been made fraudulently or with gross negligence or criminal intent. It is
intended that the foregoing indemnification shall include indemnification
against all cost and expenses (including, but not limited to, counsel fees,
amounts of judgment paid and amounts paid in settlement) reasonably incurred in
connection with the defense of any claim, action, suit or proceeding, whether
civil, criminal, administrative or other, in which any such director, officer,
Board, committee member or Declarant, may be involved by virtue of such persons
being or having been such directors, officer, Board, committee member or
Declarant; provided, however, that such indemnity shall not be operative with
respect to (a) any matter as to which such person shall have been finally
adjudged in such action, suit or proceeding to be liable for gross negligence or
fraud in the performance of his duties as such director, officer, Board,
committee member, or Declarant; or (b) any matter settled or compromised,
unless, in the opinion of independent counsel selected by or in a manner
determined by the Board, there is not reasonable ground for such persons being
adjudged liable for gross negligence or fraud in the performance of his duties
as such director, Board, officer, committee member or Declarant.
Section 2. Success on Merits.
To the extent that the Declarant or a member of the Board of Directors or an
officer of the Association or a member of any committee appointed pursuant to
the By-Laws of the Association has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 1, or in
defense of any claim, issue, or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonable
[sic] incurred by him or her in connection
Section 3. Advance Payment.
Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Association in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of any undertaking by or on behalf of the person or
entity seeking such indemnification or payment in advance to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the Association as authorized in this Article XIII.
Section 4. Miscellaneous.
The Association and the Board shall have the power to raise and the
responsibility for raising by special assessment or otherwise, any sums required
to discharge its obligation under this article. Every agreement made by the
directors, Board, officers, members of such committees, Declarant or by the
Managing Agent on behalf of the Owners shall provide that the directors, Board,
officers, members of such committees, Declarant or the Managing Agent, as the
case may be, are acting only as agents for the Association and shall have no
personal liability thereunder. The indemnification provided by this Article
XIII shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, agreement, vote of Members of
the Association or disinterested members of the Board of Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office. Such right to indemnification shall
continue as to Declarant and any person or entity who has ceased to be Declarant
or a member of the Board of Directors, officer of the Association or a member of
such committee, and shall inure to the benefit of the heirs, executors,
administrators, successors and assigns of Declarant such person or entity.
Section 1. Fidelity Bond.
The Board shall require (1) that all officers, employees or other persons who
either handle or are responsible for funds held or administered by the
Association shall furnish fiduciary insurance coverage which covers the maximum
amount of funds that will be in custody of the Association plus the Association
reserve funds, the premium cost of which will be paid by the Association and (2)
that all management companies who either handle or are responsible for funds
held or administered by the Assocation shall furnish a fidelity bond to the
Association which covers the maximum amount of Association funds and the
Assocation reserves that will be in the custody of the managment company, the
premium cost of which will be paid by the Association, and shall at all times
maintain a separate account for each reserve fund, for the total operating funds
of the Assocation managed by the managment company and for all other monies of
the managment company. The managment company may hold all operating funds of
the Assocation which it manages in a single operating account but shall at all
times maintain records identifying all monies of each Assocation on such
Section 2. Applicability of Documents to Lessees of a Lot.
The Declaration, By-Laws, and other Rules and Regulations of the Association
shall be applicable to any person leasing the Lot and shall be deemed to be
incorproated in any lease for any Lot in the Properties.
The Association shall have a seal in circular form, having within its
circumference the words: West Ridge Owners Association, Inc.
These Bylaws may be amended at a regular or special meeting of the Members by a
vote of a majority of a quorum of Members present in person or by proxy, except
that the Federal Housing Administration or the Veterans Administration shall
have the right to veto amendments while there is Class B membership.
In the case of any conflict between the Articles of Incorporation and these
Bylaws, the Articles shall control; and in the case of any conflict between the
Declaration and these Bylaws or the Articles, the Declaration shall control.
The fiscal year of the Assocation shall begin on the first day of January and
end on the 31st day of December of every year, except that the first fiscal year
shall begin on the date of incorporation.