THE BY-LAWS BELOW WERE LAST UPDATED AFTER THE CHANGES THAT WERE VOTED ON AND APPROVED AT THE OCTOBER 22, 2022 GENERAL MEETING WERE INCORPORATED.

BYLAWS OF THE MAGNOLIA BAYOU SUBDIVISION OWNERS ASSOCIATION A MISSISSIPPI CORPORATION

ARTICLE I
Name

The name of this association shall be the Magnolia Bayou Subdivision Owners Association, Inc.

ARTICLE II
Purpose

The purpose of this association shall be to promote the interests of the residents and property owners in Magnolia Bayou Subdivision, Ocean Springs, Jackson County, Mississippi.

ARTICLE III
Members

All persons who own real estate in Magnolia Bayou Subdivision are eligible for membership in the Association. Memberships are on a per lot basis and will consist of individual voting membership for each lot (one lot, one vote). Residents (renters) may be non-voting members and enjoy all other rights and privileges of the association. Votes may be sent by proxy, but an individual voting member shall carry no more than ten (10) proxies. Proxies must be in writing and signed by the members giving the proxy.

ARTICLE IV
Meetings

Section 1. Meetings for the general membership will be held at least twice per year unless more are ordered by the Association or the Board of Directors.

Section 2. The semi-annual meetings of the members shall be held with one being held in March, April or May, and the other being held in September, October or November, each calendar year. Meetings shall be at a time and place as the directors shall determine and shall be for the purpose of electing directors, receiving reports of committees, and for any other business that may arise. The directors shall give notice of all Association meetings, in writing, to all owners residing in Magnolia Bayou Subdivision, and will attempt to notify all others. Special meetings shall be held at such times and places as the directors shall determine and shall be called upon the written request of ten members of the Association.

Section 3. Twenty percent (20%) of the eligible voting members, one of whom must be a director of the Association, shall constitute a quorum. Proxies may be used in establishing a quorum. However, no more than one proxy for each property owner physically present may be used for the purpose of establishing a quorum. 

Section 4. Each lot owner shall be entitled to one vote. Joint ownership constitutes only one vote. No lot owner in arrears shall be entitled to vote.

ARTICLE V
Non-Stock, Non Profit

This association shall be a non-profit corporation organization chartered under the laws of the State of Mississippi and such laws together with the purposes of the corporation as stated in the charter shall govern the Association with reference to the prohibition of issuance of corporate stock, the prohibition against division of the profits and the non-liability of members for the corporate obligations.

ARTICLE VI
Dues

Section 1. Annual dues will be of such amount as established by the Board of Directors and subject to the approval of the general membership. The Board shall provide written justification.  Approved changes take effect on the next payment cycle and required at least 2/3 majority of the quorum as defined in Article IV, Section 3.

Section 2. The annual dues will be per lot.  The annual dues shall be payable in advance and are due on or before 31 January of each year.  If a new owner acquires a lot where dues are in arrears, the new owner will be responsible for dues effective with the transfer of title to the new owner and those dues will be prorated in monthly increments, rounded to the nearest whole month.

Section 3. The Treasurer/Financial Secretary of the Association will be responsible for mailing invoices to owners in the month of December for the upcoming year’s dues. Payments after 31 January will be subject to a late charge. The amount of the late charge will initially be set at $50.00 and the amount of the late charge is to be determined by the membership.  Any late charges will be compounded 20% interest on a quarterly basis on any outstanding dues, not to exceed $1000/year.  After 31 January, the Treasurer/Financial Secretary will send a mailing of invoices (inclusive of late charges) to owners who have not paid their bills by the 31 January due date. An optional office of financial secretary may be added if deemed appropriate by the association.

Section 4. Accounts more than 90 days past due will be sent another invoice inclusive of late charges. This mailing will be sent by certified mail, return receipt requested. This mailing will indicate that a lien is to be placed on the owner’s property if payment is not received within another 30 days. Delinquent accounts will be subject to all costs in addition to the late charge) associated with the collection of their account.

Section 5. The Association will place liens on property where owners have failed to make complete and full payment after exhausting the above outlined procedure.

Section 6. If payment of dues and fees remains outstanding for a period of nine (9) months since the placement of a lien, the Association shall seek a judgment against the owner for outstanding dues, late fees, and collection costs, inclusive of court costs.

Section 7. Annual dues for 2023 and later will be $125/year until amended.

ARTICLE VII
Board of Directors

Section 1. The Board of Directors shall have general supervision of the affairs of the Association between its business meetings, make recommendations to the Association, and shall perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the Association.

Section 2. Balloting for directors shall use the majority voting method as described in the current edition of Roberts Rules of Order Newly Revised.

Section 3. The Board of Directors shall consist of a President, Vice President, Secretary, Treasurer and may include Corresponding/Financial Secretaries. The Board of Directors shall include a minimum of four (4) members-at-large. Every attempt shall be made to represent each Phase I, Phase II, Phase III-Part 1, and Phase III-Part 2, as members-at-large. All Board members must be current on their dues in order to serve. Terms shall be two calendar years. There is no limit to consecutive terms. Terms shall run from 1 January-31 December. Optional offices of corresponding and financial secretaries may be added if deemed appropriate by the Association. (Refer to Sample Responsibilities”, attached)

Section 4. The Board of Directors shall meet bi-monthly, at a minimum, at a time and place determined by the board.

Section 5. Prior to annual elections, the Board of Directors shall solicit a slate of candidates from the Association. Other nominations may be submitted at the Association meeting to elect a Board of Directors until nominations are closed by majority vote.

Section 6. Vacancies in the board will be filled by special election. The Board of Directors will solicit nominations at the time the vacancy occurs.

ARTICLE VIII
Committees

Committees shall be formed by the Association or the Board of Directors as required, to carry on the work of the Association All committee actions will be approved by the Board of Directors or the Association prior to implementation. Standing Committees include the Architectural Review Board and the Welcoming Committee, and shall report orally and in writing to HOA during HOA meetings.

ARTICLE IX
Covenants

The Association endorses all provisions of the covenants established by Magnolia Bayou Subdivision. Suspected violations of the covenants will be submitted, in writing, to an Association officer. At least three of the Association officers will evaluate the complaint. If the complaint is determined to be valid, a letter will be sent to the responsible party asking that the violation be corrected. This party will have seven (7) days to respond stating whether the violation will be corrected or if the Association ruling will be protested. If accepted, 45 days will be allowed from the date of the Association letter to correct the violation. A protest will be referred to appropriate authority. The Association will form an Architectural Review Board (ARB) to fulfill those obligation annotated in the covenants. The ARB will consist of members (voting or non-voting) of the Association elected by the voting members of the Association.

ARTICLE X
Disbursement of Monies

The Board of Directors may approve purchases not over $250.00. Expenses exceeding $250.00 shall be approved by the Association.  A bank account shall be maintained by the Treasurer in the name of Magnolia Bayou Subdivision Owners Association. Withdrawals shall be signed by any two of the Board of Directors.

ARTICLE XI
Amendment of the Bylaws

These bylaws may be amended at any general membership meeting of the members by a 2/3 majority of those present, and at any special meeting called for such purpose, also by a 2/3-majority vote. A quorum must be present as defined in Article IV, Section 3. . Prior notice, giving specifically worded proposed amendments, shall be made in writing to all members no less than seven days prior to assembly.

ARTICLE XII
Parliamentary Authority

The rules in the current edition of Roberts Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules of order the Association may adopt. These bylaws were amended and accepted by majority vote on May 2, 2004 by the general membership present.