Bylaws

BK: 15168 PG: 6089–6092
Filed and Recorded Jul-08-2014 01:29:08PM
DOC#: D2014–0046181

REBECCA KEATON
CLERK OF SUPERIOR COURT Cobb Cty. GA.

STATE OF GEORGIA
COUNTY OF COBB

Reference: Deed Book 8501, Page 213

FOURTH AMENDMENT TO THE BYLAWS OF
ECHO MILL NEIGHBORHOOD ASSOCIATION, INC.

This Fourth Amendment to the Bylaws of Echo Mill Neighborhood Association, Inc. (hereinafter the "Amendment") is made effective as of the 16th day of June, 2014 by Echo Mill Neighborhood Association, Inc. (hereinafter, the "Association") in accordance with the provisions of said Bylaws.

WITNESSETH

WHEREAS, Echo Mill is a residential subdivision created pursuant to that certain Declaration of Covenants, Conditions, and Restrictions for Echo Mill recorded September 26, 1994, in Deed Book 8501, Page 213, et seq., Cobb County, Georgia records (hereinafter, as amended and supplemented, the "Declaration"); and

WHEREAS, Echo Mill has been submitted to the Georgia Property Owners Association Act, O.C.G.A. § 44-3-220, et seq. (the "Act"); and

WHEREAS, Bylaws of the Association (hereinafter, the "Bylaws") were attached as Exhibit "E" to and recorded with the Declaration; and

WHEREAS, the Association is the "Association" as said term is defined in the Declaration; and

WHEREAS, pursuant to Section 44-3-226 of the Act, the Bylaws may be amended by the agreement of the Owners of Units to which two-thirds (2/3) of the votes in the Association pertain; and

WHEREAS, the Owners of Units to which two-thirds (2/3) of the votes in the Association pertain desire to amend the Bylaws and have approved this Amendment; and

WHEREAS, this Amendment has been approved by the members of the Association in the manner set forth herein, as evidenced by the sworn statement of the President and Secretary of the Association attached hereto as Exhibit "A" and by this reference made a part hereof;

NOW, THEREFORE, the Bylaws are hereby amended as follows:

1. Article III of the Bylaws, entitled BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGS, is hereby amended by adding to the end thereof a new Section 3.25, entitled Code of Ethics, which Section 3.25 shall read as follows:

"3.25 Code of Ethics. Each director shall use reasonable efforts to comply with the Code of Ethics for Echo Mill Neighborhood Association, Inc. attached hereto as Exhibit '1' and incorporated herein by this reference."

2. In the event of any conflict or inconsistency between the provisions of this Amendment and the terms of the Bylaws of the Association, the terms of this Amendment shall control.

3. Except as otherwise defined herein, capitalized terms, as used in this Amendment, shall have the meanings set forth in the Bylaws.

4. Except as herein modified and amended, the Bylaws shall remain in full force and effect. This Amendment was prepared by Steven M. Winter, Esq. of Winter Capriola Zenner, LLC, 3490 Piedmont Road, N.E., Suite 800, Atlanta, Georgia 30305.

IN WITNESS WHEREOF, the undersigned officers of the Association hereby execute this Amendment on the date and year first above written.

ASSOCIATION:

ECHO MILL NEIGHBORHOOD ASSOCIATION, INC., a Georgia nonprofit corporation

By: ___________________________
President

Attest: ___________________________
Secretary

Signed, sealed and delivered in the presence of:
Unofficial Witness: ___________________________
Notary Public
My Commission Expires: May 7, 2018

EXHIBIT "1"

Code of Ethics for Echo Mill Neighborhood Association, Inc.

Echo Mill Neighborhood Association, Inc. (the "Association") believes it is important that its Directors and Officers (the Board) behave in an ethical manner. With that in mind the Association's Board of Directors has adopted this Code of Ethics to set expectations for the ethical behavior of its Board.

Board members should use reasonable efforts to:

Strive at all times to serve the best interests of the association as a whole regardless of their personal interests.

Use sound judgment to make the best possible business decisions for the association, taking into consideration all available information, circumstances and resources.

Act within the boundaries of their authority as defined by law and the governing documents of the association.

Provide opportunities for residents to comment on decisions facing the association.

Perform their duties without bias for or against any individual or group of owners or non-owner residents.

Disclose personal or professional relationships with any company or individual who has or is seeking to have a business relationship with the association.

Conduct open, fair and well-publicized elections.

Always speak with one voice, supporting all duly-adopted board decisions even if the board member was in the minority regarding actions that may not have obtained unanimous consent.

Board members should use reasonable efforts to not:

Reveal confidential information provided by contractors or share information with those bidding for association contracts unless specifically authorized by the board.

Make unauthorized promises to a contractor or bidder.

Advocate or support any action or activity that violates a law or regulatory requirement.

Use their positions or decision-making authority for personal gain or to seek advantage over another owner or non-owner resident.

Spend unauthorized association funds for their own personal use or benefit.

Accept any gifts — directly or indirectly — from owners, residents, contractors or suppliers.

Misrepresent known facts in any issue involving association business.

Divulge personal information about any association owner, resident or employee that was obtained in the performance of board duties.

Make personal attacks on colleagues, staff or residents.

Harass, threaten or attempt through any means to control or instill fear in any board member, owner, resident, employee or contractor.

Reveal to any owner, resident or other third party the discussions, decisions and comments made at any meeting of the board properly closed or held in executive session.

EXHIBIT A
CERTIFICATION OF APPROVAL

The undersigned officers of Echo Mill Neighborhood Association, Inc. hereby swear under oath that the above Amendment was approved by the requisite percentage of members of the Association and that any notices required by applicable law were properly given.

Sworn to and subscribed before me this 16th day of June, 2014.

Notary Public
My Commission Expires: May 7, 2018

_____________________________, President

_____________________________, Secretary