Please contact Dee at the LBPOA Office at (843) 237-9722 if you have any questions.  

BYLAWS

OF

LITCHFIELD BEACHES PROPERTY OWNERS ASSOCIATION

A Corporation

 

Post Office Box 492

Pawleys Island, South Carolina 29585

(843) 237-9722

 

 

ARTICLE I

 

Home Office

 

            The home office of the Association shall be in Georgetown County, South Carolina at such place as may be determined by the Board of Directors.

 

 

ARTICLE II

 

Nature of Business

 

            The Association shall engage in such business activities as it is authorized to participate in by its Charter which was originally filed on May 12, 1967 and as amended on June 10, 1970, February 19, 2003 and June 17, 2009.

 

 

ARTICLE III

 

Membership, Members Meetings and Voting

 

            A.        Membership.

 

            1.         Membership shall be available to every owner of a “parcel” of real property in the “Litchfield Beaches Area”.  A “parcel” is defined by property having a separate Georgetown County Tax Map Survey Number. The “Litchfield Beaches Area” is defined as follows:

 

a.         Litchfield Beach.  The area bordered on the north by Litchfield by the Sea.  On the east by the Atlantic Ocean.  On the south by Inlet Point.  On the west by Midway Creek.

 

b.         North Litchfield Beach.  The area bordered on the north by Huntington Beach State Park.  On the east by the Atlantic Ocean.  On the South by Litchfield by the Sea.  On the west by Highway 17 to include Waccamaw Trace and Waccamaw Lakes.

 

c.         Midway and Channel Bluff.  The area bordered on the north by Marsh Point.  On the east by Midway Creek.  On the south by properties or streets that front on Litchfield Boulevard.  On the west by properties that front on Ocean Avenue (U.S. Highway 17 North).  This area is comprised of residential property on five streets:  Midway Drive, Bumpy Court, Channel Bluff Avenue, Sea Level Loop and Drayton Court.

 

2.         To be a member in good standing and eligible to vote on affairs of the Association, the member must have paid the annual dues, as provided in Article IV, for the year in which the annual meeting is held.

 

            3.         Residents in the “Litchfield Beaches Area” and adjacent areas that do not meet the qualifications for membership stipulated in Article III, Paragraphs 1 and 2, may be permitted to affiliate with the Association as “Associate Members.”  “Associate Members” shall have no voting privileges.  However, upon payment of the annual dues, an “Associate Member” shall be permitted to purchase television cable, garbage collection, etc. services through community-wide agreements negotiated by the Association, provided the services are available in the area.

 

            B. Meetings and Quorum.

 

            1.         The annual meeting of members of the Association shall be held at such place as may be determined by the Board of Directors at 10:00 a.m. on Saturday, not earlier than the Saturday preceding Memorial Day in May and not later than the second Saturday in June.  The president shall each year select the Saturday on which the annual meeting is to be held. 

 

            2.         Special meeting of the members of the Association may be called at any time by resolution of the Board of Directors or upon written request of ten percent (10%) of its members present either in person or represented by proxy.

 

3.         A quorum at any meeting of the members of the Association shall consist of the total of those members in attendance in person or by proxy.  A majority of such quorum shall decide questions that may come before the meeting.  This amendment is not intended to and does not increase the number of votes each Member is entitled to pursuant to Section C (1) (a) and (b).

 

            4.         Notices of meetings of members of the Association shall be mailed to all members not more than Forty-five (45) days and not less than twenty-five (25) days before each meeting.

 

            5.         As far as practical, at annual and other meetings of the members, the order of business shall be as follows:

 

            a.         Roll call;

            b.         Proof of notice of meeting;

            c.         Reading and disposal of any unapproved minutes;

            d.         Reports of officers and committees;

            e.         Election of directors;

            f.          Unfinished business;

            g.         New business; and

            h.         Adjournment.

 

            C. Voting.

 

1.         Each Member that owns a “parcel” of real Property in the “Litchfield Beach Area” shall be entitled to one vote on each matter brought up for vote at any annual or special meeting of the Association, subject to the following: 

 

a.         Members that own multiple “parcels” of real property in the “Litchfield Beach Area”, shall only be entitled to one vote; 

 

b.         If there are multiple owners for any “parcel” of real property, a majority of the owners shall designate a voting member for the parcel.  The designation of voting member shall be delivered to the secretary of the Association no less than 10 days before the date of the meeting for which the designation shall be considered.  If the designation is not timely delivered, the parcel shall not be entitled to vote at the meeting.

 

            2.         Proxies shall be in writing, dated, and signed by member and shall state the length of time the proxy is to be in effect.  Proxies shall be governed by S.C. Code Ann. § 33-31-724 as amended.

 

            3.         The Association may, upon approval of the directors, take action by written ballot as provided for in S.C. Code Ann. § 33-31-708, as amended.

 

 

ARTICLE IV

 

Dues

 

            A member and an associate member of the Association shall be assessed dues based upon the amount of real estate which the member owns in the Litchfield Beaches area and in such amount as may from time to time be determined by the Board of Directors.  The directors may establish dues based on classification, e.g. developers, multiple lot owners, non-owners, etc. 

 

 

ARTICLE V

 

Directors

 

A.        The business property of the Association shall be managed by a Board of not less than nine (9) and not more than twelve (12) directors excluding the officers.  These directors shall be elected each year, for a term of three (3) years, by the members of the Association in annual meetings as necessary to be filled by vacancies.  The immediate past president shall become an additional director for a period of one (1) year following the end of his or her term or retirement.  Further upon reasonable notice to the board by a director, but in no event later than the last regularly scheduled directors’ meeting prior to the annual meeting, and upon the approval of a majority of the directors, a director may extend his or her term for an additional year.  A director may also, under the conditions set forth above, extend his or her term two separate times for a total cumulative extension of two (2) years.  Each request for extension shall be only for a one (1) year extension.  If a director desires to extend his or her term for a total of two (2) years, separate extension must be requested and approved for each year’s extension.  For the sake of clarity, if a director were to extend his or her term for the maximum number of extensions, then, said director’s total term would be five (5) years of service.  Other than a director whose term is so extended for the aforementioned additional year, no person other than a past president may serve more than three (3) consecutive years as a director.  The general standards of directors include the matters contained in S.C. Code Ann. § 33-31-830, as amended.

 

            B.        Regular meetings of the Board of Directors shall be held quarterly at the call of the president.  Special meetings may be called at any time by the president or by a majority of the members of the Board of Directors.  Reasonable notice of all meetings shall be given to each member.  A quorum at a meeting of the Board of Directors shall consist of a majority of its members.  A majority of such quorum shall decide questions that may come before the meeting.

 

            C.        When all members of the Board of Directors are notified in writing by the president of a proposed action, and a majority of the members consent in writing to such action, then such action shall be as valid as if authorized in a meeting of the Board of Directors.  Actions without meetings shall be governed by S. C. Code Ann. § 33-31-821, as amended.

 

            D.        The Board of Directors may, by majority vote, remove from its membership a Director who fails to attend two consecutive regular meetings of the Board of Directors.  The Board of Directors may, by majority vote, elect to its membership replacements for resignations, deaths, or removals from membership under the provisions of this paragraph.  The terms of such replacements shall expire at the next following annual meeting of the members of the Association.  Such terms shall not be considered as service under the provisions of Paragraph 1 of this Article V.

 

            E.         Proxies shall be permitted at any meeting of the Board of Directors.  Such proxies shall be in writing, dated and signed by the Board members and shall be for that meeting only.

 

            F.         In the event of a conflict of interest between any member(s) and the Board on a particular item of business, that director(s) shall be excused from the Board meeting for that item of business.  If a member refuses to leave the meeting voluntarily or at the request of the presiding officer, a majority vote of the members present shall be mandatory as to whether the director(s) leaves or stays.

 

            G.        As far as practical, at meetings of the Board of Director, the order of business shall be:

 

a.         Call to order;

b.         Reading and disposal of any unapproved minutes;

c.         Reports of officers and committees;

d.         Unfinished business;

e.         New business; and

f.          Adjournment.

 

 

ARTICLE VI

 

Officers

 

            A.        The officers of the Association shall be president, vice president, secretary and treasurer.  The general standards for officers include those matters contained in S. C. Code Ann. § 33-31-842, as amended.

 

            B.        The officers shall be elected by the Board of Directors and shall assume office upon election at the first meeting of the new Board of Directors to be held within 3 weeks after the annual members meeting.  If an office becomes vacant, the Board of Directors may elect a replacement to serve until the next annual election of officers.

 

            C.        Being a member of the Board of Directors shall not be a requirement for election as an officer of the Association.  Elected officers who are not members of the Board of Directors shall become ex-officio members of the Board of Directors during their term of office.  Ex-officio members of the Board of Directors shall be entitled to attend meetings, including executive sessions, but shall not be entitled to interpose motions or vote on any action.

 

            D.        The president shall preside at meetings of the members of the Association and of its Board of Directors.  The president shall have general supervision of the affairs of the Association and shall perform all duties incident to the office and as properly required of the president by the Board of Directors.  The president shall establish committees and appoint members thereto subject to the approval of the Board of Directors.  Committee members have to be members of the Association.  With the authorization of the Board of Directors, the president shall sign or countersign certificates, contracts, deeds, notes and other such instruments for the Association.

 

            E.         The vice president shall perform the duties of the president in case of the absence or the disability of the president and he or she shall act for the president when requested by the president to do so.

 

            F.         The secretary shall perform all duties incident to the office and as properly required by the secretary by the Board of Directors.  The secretary shall issue notices of and keep minutes of meetings.   The secretary shall be in charge of the seal.  The secretary shall sign with the president such instruments as require the secretary’s signature.

 

            G.        The treasurer shall perform all duties incident to the office and as properly required by the Board of Directors.  The treasurer shall have charge of the corporate books and shall have custody of all monies and securities of the Association.  The treasurer shall sign or countersign such instruments as require the signature of the treasurer. 

 

ARTICLE VII

 

Finances

 

            A.        The fiscal year of the Association shall begin on the first day of January and end on the last day of December.

 

            B.        The monies of the Association shall be deposited in the name of the Association in such bank or banks as the Board of Directors may authorize and shall be withdrawn only by checks signed by such person or persons as may be authorized to sign by the Board of Directors.

 

            C.        An audit committee, appointed by the incoming president within 30 days of the date that the president takes office, shall examine the financial affairs of the Association and report back to the president on its findings: 1) within 45 days after the committee is appointed; and 2) within 90 days from the end of the calendar year.

 

ARTICLE VIII

 

Seal

 

            The corporate seal of the Association shall consist of two concentric circles, the name of the Association inscribed between two circles, and the words “CORPORATE SEAL” inscribed in the center of the inner circle.

 

ARTICLE IX

 

Amendments

 

            These Bylaws may be amended, repealed or altered, in whole or in part, by an affirmative vote of two-thirds (2/3) of all Board of Directors. 

 

ARTICLE X

 

Indemnification

 

Any persons serving in the capacity of either an officer, board member or director of the Association shall be indemnified by the Association to the fullest extent.  The Board of Directors shall take such action as may be necessary and appropriate to authorize the Association to pay the indemnification required.  This section is not meant in any way to limit the indemnification provisions of S. C. Code Ann. §33-31-850, et seq. (as amended) and said sections are hereby incorporated herein by reference. 

 

 

Litchfield Beaches Property Owners Association

 

 

                                                                                                                                          

By:      Barbara Neely

Its:       Secretary

 

 

 

Revised: June 17, 2009