Hilton Head Plantation Property Owners' Association By-Laws Administer the governance, membership, property, financial, meeting, recordkeeping, rulemaking, and amendment provisions established in the amended by-laws of the Hilton Head Plantation Property Owners' Association, Inc. Source document: Amended By-Laws of the Hilton Head Plantation Property Owners' Association, Inc. This StratML rendition was prepared from the public PDF source with the assistance of ChatGPT. The source establishes the Association's name and location, definitions, membership, voting rights, purposes and powers, member meetings, board structure, director meetings, board powers and duties, officer duties, committees, books and records, rulemaking authority, corporate seal, amendment process, conflict provisions, fiscal year, grammar construction, Robert's Rules of Order, and severability. Hilton Head Plantation Property Owners' Association, Inc. HHPPOA The corporation located at Hilton Head Plantation, Hilton Head Island, Beaufort County, South Carolina, responsible for administering the Properties and related Association affairs under the Declaration, Covenants, Articles of Incorporation, By-Laws, and applicable South Carolina nonprofit law. Members Owners who automatically become members upon taking title to property and remain members for the period of ownership. Owner Hold membership appurtenant to property ownership and exercise rights subject to assessment obligations and governance provisions. Beneficiary Voter Exercise voting rights as provided in the Declaration and By-Laws. Performer Board of Directors Members elected to govern the affairs of the Association. Governance Manage Association affairs and exercise powers not reserved exclusively to the Members. Performer Officers The President, Vice President, Secretary, Treasurer, and other officers created by Board resolution, all of whom must be Board members. Executive Committee Assist in designating how problems and issues are addressed, oversee the General Manager, prepare recommendations for the Board, function as Personnel Committee, assume General Manager duties if necessary, and act for the Board in emergencies. Performer Director Serve simultaneously as members of the Board because all officers must be Board members. Performer A well-governed residential community whose common interests, properties, records, finances, and rules are administered transparently and responsibly. Administer the Properties, collect contributions to Common Expenses, arrange for management of the Properties, and perform acts required by the South Carolina Nonprofit Corporation Code, the Declaration, and the By-Laws. Accountability Maintain records, audits, budgets, meeting notices, ballots, and governance procedures that enable members and directors to exercise their responsibilities. C54EFE0A-934C-4457-9BA1-66A7B9DDD373 Stewardship Operate, care for, maintain, repair, restore, improve, and protect Common Properties and Restricted Common Properties. 18A669D7-0A92-46F4-AA3C-156859688A4F Fairness Apply voting, assessment, nomination, election, removal, inspection, and rulemaking provisions according to the By-Laws. E85114B0-BAD6-4059-B3AB-F5848057379A Continuity Maintain governance processes for succession, vacancies, resignations, amendments, conflicts, severability, and fiscal administration. 990E5C28-5BB3-4B0A-9658-175C9FAFA069 Identity Maintain the Association's corporate name, office location, and meeting-location authority. C4048041-8FB2-4BED-9778-903FA08E35C0 1 Article I provides that the name of the corporation is Hilton Head Plantation Property Owners' Association, Inc. The principal office is located at Hilton Head Plantation, Hilton Head Island, Beaufort County, South Carolina. Meetings of members and directors may be held at places within South Carolina designated by the Board. Location Designate and maintain the Association's principal office and authorized meeting locations. C9580589-6485-45FC-A7FD-6BB8375C7146 1.1 1.1.1 Corporate Location Documentation Status 25D67867-1750-4925-95C3-58282E9D298B Documented The Association's name, principal office, and permissible meeting locations are documented and used in accordance with the By-Laws. To be populated by the Association. Definitions Apply the definitions governing the Association, Properties, Members, Owners, Common Expenses, Common Properties, Restricted Common Properties, and property classifications. 62643D93-2920-468B-935B-04AF8CE82320 2 Article II defines Declaration, Covenants, Board, Company, Owner, Member, Common Expenses, Properties, Common Properties, Restricted Common Properties, Residential Lot, Family Dwelling Unit, Improved Property, and Multi-Family Tract. Terminology Use defined terms consistently in governance, membership, assessment, property, rulemaking, and records processes. 9931A6C0-F9BD-4CEE-BA2C-91295AAB1151 2.1 2.1.1 Terminology Consistency Status 69413CBC-FF2B-48ED-A1C7-B3A927E273E8 Consistent Defined terms are applied consistently in Association decisions, records, notices, rules, assessments, and property-related actions. To be populated by the Association. Membership Administer Association membership, entity representation, assessment obligations, and suspension or restoration of voting and use rights. 00469136-767D-42FC-8C87-6B91ACE1F8E4 3 Owners Persons or entities holding qualifying title to property within the Properties. Member Automatically become members upon taking title and remain members during ownership. Beneficiary Assessment Obligor Remain subject to annual and special assessments levied by the Association. Performer Entity Representatives Natural persons designated to represent corporate, partnership, trust, or other non-natural-person Owners in Association affairs. Representative Represent entity Owners while their relationship with the entity continues. Performer Article III provides that ownership automatically creates membership, membership is appurtenant to property, and membership transfers only with title. Entity Owners may be represented by eligible natural persons. Assessment obligations are imposed against each Owner and may become liens. Voting and use rights are automatically suspended while assessments remain unpaid and restored upon payment. Membership Recognize and transfer membership automatically with property ownership. A79FD31B-526C-4C89-873B-E4F206D794EF 3.1 3.1.1 Membership Accuracy Status 3E17244B-290E-4922-9059-3D3B6037E805 Current Membership records reflect current property ownership and authorized entity representation. To be populated by the Association. Assessments Apply assessment obligations and suspend or restore rights according to payment status. 26D5A08E-DA86-4267-BD2E-071190B51109 3.2 3.2.1 Rights Administration Status 3558EA45-034D-4057-83BE-8726B1D47222 Accurate Voting and use rights are suspended when assessments remain unpaid and restored upon payment. To be populated by the Association. Voting Administer member voting rights, majority requirements, proxies, ballots, and action without meetings. B3647527-3BC7-4050-B65D-310BB5D19DC2 4 Article IV provides that voting rights are set forth in Article III of the Declaration. Majority means Members entitled to cast more than 50 percent of the total vote of membership, and majority vote means more than 50 percent of votes cast by those voting in person or by proxy unless otherwise specified. Article VI further governs proxies and written ballots. Majority Apply majority and majority-vote thresholds to Association decisions unless otherwise specified. 5CE85E44-E9D7-49AF-BEE4-7A48B6F74BAA 4.1 4.1.1 Voting Threshold Compliance Status A47E03FA-167C-4AEA-B8F2-70E97C410F3A Compliant Association decisions apply the applicable majority, quorum, proxy, ballot, and approval thresholds. To be populated by the Association. Powers Administer Association purposes and powers for property administration, common expenses, management, property changes, mergers, indebtedness, and real-property transfers. D87664C3-4BC7-4798-B532-BA2969C2D862 5 Board of Directors The body responsible for administering Association responsibilities except matters reserved to the membership by the Declaration or nonprofit law. Administrator Administer Association responsibilities under the Declaration, By-Laws, and South Carolina Nonprofit Corporation Code. Performer Article V states that the Association is responsible for administering the Properties, collecting contributions to Common Expenses, arranging management, and performing required acts. It may make additions to or deletions from the Properties as provided in the Declaration, participate in mergers or consolidations with approval of three-fourths of Member votes, mortgage Association property and pledge revenues for loans, and dispose of real property only as authorized by the Declaration. Administration Administer Properties, Common Expenses, management arrangements, and required Association acts. F0069046-0E19-4F4E-BB81-4BC944F64194 5.1 5.1.1 Administrative Completeness Status 2271BB56-0CDE-44F9-9803-66CA78679676 Complete Association administrative responsibilities are performed under the Declaration, By-Laws, and applicable nonprofit law. To be populated by the Association. Transactions Manage property additions, deletions, mergers, consolidations, mortgages, indebtedness, and real-property transfers under applicable approval requirements. C35BC025-5C36-48C8-B60B-D4129D4F8325 5.2 5.2.1 Transaction Authorization Status 6AE6D3A9-D0A1-4144-855E-54BC837B45EB Authorized Major Association transactions are undertaken only with required Board, member, Declaration, and legal authority. To be populated by the Association. Meetings Conduct annual, special, noticed, waived, quorum-based, proxy-enabled, and ballot-based member actions. 712E8CBB-B439-4412-9063-ACC998FAF74B 6 President The officer authorized to call special meetings and act under Article VI procedures. Meeting Caller Call special meetings when initiated by the President, Board, or verified member petition. Performer Officer Serve as an officer and member of the Executive Committee. Performer Secretary The officer responsible for verifying special-meeting petitions and sending notices. Petition Verifier Verify required member support for special-meeting petitions. Performer Notice Provider Send notices of member meetings in accordance with the By-Laws. Performer Article VI requires the annual meeting in March. Special meetings may be called by the President, Board, or petition signed by Members entitled to one-fourth of all membership votes. Written notice must generally be mailed at least 30 days before a member meeting. Quorum requires more than 50 percent of Member vote at the first meeting, 25 percent at the second meeting, and no quorum requirement at a third meeting, subject to exceptions. Proxies must be written, signed, dated, filed with the Secretary before the meeting, and may be revoked as provided. Member action may occur by written ballot for specified matters and other actions permitted without meeting, with ballots retained for at least three years. Annual Meetings Hold annual member meetings in March at Board-designated times and places. 54A8FD6C-7433-45EA-A67B-3BA2F5403C3D 6.1 6.1.1 Annual Meeting Frequency Meetings per year C1861246-8C4C-438A-B74C-4BBDB620F7D4 1 One annual member meeting is held in March each year. To be populated by the Association. Notice Provide written meeting notice to members according to timing, address, content, and service requirements. 188B7505-C672-4540-9A98-208EEBD20799 6.2 6.2.1 Notice Lead Time Days AFF21C1A-6E6F-4C2D-89D9-B2C1E01CB723 30 Written notice is mailed or delivered at least 30 days before each member meeting requiring notice. To be populated by the Association. Ballots Conduct written-ballot actions with quorum, approval, deadline, and retention requirements. 18473851-FC45-4BF6-916A-421E3CEEE25B 6.3 6.3.1 Ballot Retention Years BF4D777B-81DF-4129-B61C-29A1CB40D413 3 Written ballots are maintained in Association files for at least three years. To be populated by the Association. Directors Maintain Board composition, terms, removal, compensation, nominations, elections, vacancies, resignations, disqualifications, and conflict-of-interest procedures. 98DE4A8E-793B-4771-920A-E2D1E4E5FE57 7 Directors Board members who must be Association Members, lot owners, or spouses of owners, subject to term, service, conflict, and eligibility restrictions. Governor Govern Association affairs as members of the Board. Performer Fiduciary Disclose conflicts and refrain from counting toward quorum or voting on conflicted matters. Performer Nominating Committee A committee consisting of a Board-member Chair and two or more Association Members. Nomination Solicit candidates and make nominations for Board election. Performer Article VII provides that the Board consists of either nine or eleven Directors, as determined by the Board. Directors may serve no more than two consecutive terms or six consecutive years. Successor Directors serve three-year terms. Directors may be removed by members, or by other Directors after three consecutive unexcused absences or assessment delinquency over 30 days. Directors receive no compensation but may be reimbursed for approved actual expenses. Candidates must be solicited at least 120 days before the annual meeting. Petition nominations require at least 100 Members in good standing and must be submitted at least 45 days before the annual meeting. Nominations are mailed at least 30 days prior. Elections are by mail ballot; highest vote recipients win, tie runoffs occur at the annual meeting, and cumulative voting is prohibited. Board vacancies may be filled by a majority of remaining Directors. Loss of property ownership automatically constitutes resignation. Conflicted Directors must disclose interests and not count toward quorum or vote on the matter. Composition Maintain a Board of nine or eleven eligible Directors subject to term and co-owner restrictions. 186A03A5-CD88-4749-8DEE-7380F7C392B3 7.1 7.1.1 Director Count Directors F18489E1-93E7-480F-B8EC-260B8B73B761 9 The Board has either nine or eleven Directors, as determined by the Board. To be populated by the Association. Use 9 or 11, as applicable. Nominations Solicit and process Board nominations through the Nominating Committee and member-petition procedure. A580DA77-73B8-49B2-A5A2-A3F9B29CB558 7.2 7.2.1 Candidate Solicitation Lead Time Days 980BC5E0-2A69-4878-A271-131D5BF501EA 120 Candidates are solicited from all Members in writing at least 120 days before the annual membership meeting. To be populated by the Association. Elections Conduct Director elections by mail ballot, runoff when tied, and no cumulative voting. 3733423C-12A2-4FF5-83C1-52ECE55A2A88 7.3 7.3.1 Election Compliance Status A98CE1A5-4FAD-415F-AA3A-E8EEA196FA04 Compliant Director elections are conducted by mail ballot, results are announced at the annual meeting, tie runoffs are conducted by written ballot of attendees in person or by proxy, and cumulative voting is not used. To be populated by the Association. Conflicts Administer Director conflict disclosures, quorum exclusions, voting exclusions, and meeting participation rights. 1AD25AC5-C1FB-4056-B693-4CABC106C7CD 7.4 7.4.1 Conflict Management Status 105F6294-C629-45D6-9D76-073FD2328130 Disclosed Director conflicts are disclosed, approved by disinterested Directors when applicable, and excluded from quorum and voting calculations for the conflicted matter. To be populated by the Association. Director Meetings Conduct regular, special, quorum-based, location-appropriate, and written-consent meetings of the Board. FC4E74C4-2969-417C-AC2D-B5C0970D5CEA 8 Article VIII requires regular Board meetings monthly without notice at places and hours fixed by Board resolution. Special Board meetings may be called by the President or any two Directors after not less than three days notice. A majority of Directors constitutes a quorum. Board meetings are held on Hilton Head Island whenever practical. Directors may act without a meeting by written approval of a majority of Directors, with written approvals filed with Board minutes. Regular Meetings Hold regular monthly Board meetings according to Board resolution. 1B4AA507-A64E-4A72-8714-D4C24113FF13 8.1 8.1.1 Regular Meeting Frequency Meetings per year C6CD17B7-5751-420A-BB82-17E41D5642A2 12 Regular Board meetings are held monthly. To be populated by the Association. Special Meetings Call special Board meetings with required notice, date, time, place, and purpose. EA1C6239-7A7B-4CD1-80C0-3233ADCF6043 8.2 8.2.1 Special Meeting Notice Days 6220B0F7-3E54-4074-B8B1-81FA1F365287 3 Special Board meetings are held after not less than three days notice to each Director. To be populated by the Association. Written Approvals File written approvals for Board actions taken without a meeting. 7E41B3B5-E822-4B72-A8D6-8F085E051A29 8.3 8.3.1 Approval Filing Status 318C2E6A-B348-4DBD-9FE6-6F8629779E1B Filed Written approvals for Board action without a meeting are filed with the Board minutes. To be populated by the Association. Board Powers Exercise Board powers and duties for budgets, assessments, property care, personnel, funds, rules, accounts, contracts, enforcement, insurance, services, taxes, books, audits, management agreements, borrowing, indemnification, and liability coverage. 5D9E86E4-A9A6-404D-86E2-9500BF54CB81 9 Board of Directors The governing body responsible for Association administration and all acts not reserved exclusively to Members. Budget Authority Prepare and adopt annual budgets. Performer Assessment Authority Make assessments, establish collection methods, and use proceeds to administer the Association. Performer Management Agents Professional management agents who may be hired by the Association at compensation established by the Board. Manager Perform duties and services authorized by the Board. Performer Article IX authorizes and requires the Board to prepare and adopt budgets, make and collect assessments, maintain Common Properties, designate and manage personnel, deposit and invest funds, make and amend rules, open financial accounts, contract for repairs and improvements, enforce governing documents and rules, obtain insurance, pay service costs and taxes, keep detailed books and cause annual audits, contract for duties and functions, and enter common management agreements. Borrowing for Common Property maintenance, repair, restoration, or improvement does not require member approval. Borrowing for other purposes is limited to 10 percent of the income portion of the annual budget unless member approval is obtained. The Association indemnifies Officers and Directors and maintains general liability and, if obtainable, Officers' and Directors' Liability Insurance as Common Expenses. Budget Prepare, adopt, distribute, and administer annual budgets and related assessments. 4620A1FB-EC19-4908-BD05-20D56B485C0E 9.1 9.1.1 Annual Budget Frequency Budgets per year 7A2510B7-AF4F-447A-85C1-FCA272571C0A 1 One annual budget is prepared and adopted each fiscal year. To be populated by the Association. Property Operate, care for, upkeep, maintain, repair, replace, restore, improve, and protect Common Properties and facilities. 5A1C5E63-2C42-49B4-99BC-ECEA8AC8E13F 9.2 9.2.1 Property Stewardship Status 56AE8366-27C1-4C02-BC49-3A0096806CA5 Maintained Common Properties and facilities are operated, cared for, maintained, repaired, replaced, restored, and improved as needed. To be populated by the Association. Enforcement Enforce governing documents, rules, regulations, assessment liens, and proceedings concerning the Association. 01BB0883-F2D3-44E0-86B2-5C185B572765 9.3 9.3.1 Enforcement Availability Status 0875CBDB-D141-46D7-A0AA-037BF7CF9961 Available Legal and administrative enforcement mechanisms are available for Declaration, Covenants, By-Laws, rules, regulations, and delinquent assessment liens. To be populated by the Association. Audit Keep detailed books of receipts and expenditures and cause annual audits to be performed. A7C19398-832E-42A1-B1D8-0EA602BC839B 9.4 9.4.1 Audit Frequency Audits per year 97758809-6A2D-4FBD-9DDC-60FC66B64B11 1 One annual audit of the Association's books is performed each fiscal year. To be populated by the Association. Borrowing Authorize borrowing within Board authority or obtain member approval for borrowing exceeding the threshold. 0B389A91-DAC1-4D6C-84F7-BEAD7FADFFA2 9.5 9.5.1 Borrowing Threshold Percent of annual budget income portion A2CD61E2-EECF-4BB5-BB38-E1100D695E60 10 Borrowing for purposes other than maintenance, repair, restoration, or improvement of Common Property and facilities does not exceed 10 percent of the income portion of the annual budget unless member approval is obtained. To be populated by the Association. Indemnification Indemnify Officers and Directors and maintain applicable liability insurance. 73CD5876-0513-4F9C-A410-6A2D11CF9934 9.6 9.6.1 Liability Protection Status 827F4214-AE1B-40CC-B923-F8A8292C121A Protected Officers and Directors are indemnified as provided in the By-Laws, and the Association maintains adequate general liability and obtainable Officers' and Directors' Liability Insurance as Common Expenses. To be populated by the Association. Officers Elect, appoint, replace, remove, and assign duties to Association officers and the Executive Committee. 305F89EF-2A78-4581-B095-D3AB5E41037B 10 President The officer who presides at Board meetings, ensures Board orders and resolutions are carried out, signs leases, mortgages, deeds, contracts, and other written instruments, co-signs promissory notes, calls special member meetings, may call special Board meetings, may receive officer resignation notices, and serves as a member of the Executive Committee and Board. Board Presider Preside at all meetings of the Board. Performer Executive Committee Member Serve as an officer comprising the Executive Committee. Performer Instrument Signatory Sign leases, mortgages, deeds, contracts, other written instruments, and co-sign promissory notes. Performer Vice President The officer who acts in place of the President in the President's absence, inability, or refusal to act, exercises and discharges duties required by the Board, and serves as a member of the Executive Committee and Board. Presidential Substitute Act in the place and stead of the President when the President is absent, unable, or refuses to act. Performer Executive Committee Member Serve as an officer comprising the Executive Committee. Performer Secretary The officer responsible for recording votes, keeping minutes, maintaining the corporate seal, serving notices, maintaining member records with addresses, receiving Director resignations, receiving petition nominations, verifying special-meeting petitions, receiving proxies before meetings, and serving as a member of the Executive Committee and Board. The Secretary may also hold the office of Treasurer. Records Officer Record votes and keep minutes of Board and Member meetings and proceedings. Performer Notice Officer Serve notice of Board and Member meetings. Performer Corporate Seal Custodian Keep the corporate seal and affix it to papers requiring the seal. Performer Membership Records Officer Keep appropriate current records showing Association Members and addresses. Performer Executive Committee Member Serve as an officer comprising the Executive Committee. Performer Treasurer The officer responsible for receiving and depositing Association monies, disbursing authorized funds, co-signing promissory notes, causing annual audits, developing proper financial records, supervising books of account, preparing annual budgets, distributing budgets to Members, making audits available or mailing them at Board discretion, and serving as a member of the Executive Committee and Board. The Treasurer may also hold the office of Secretary. Funds Officer Receive, deposit, and disburse Association funds for authorized functions approved by the Board. Performer Financial Records Officer Develop proper financial records and supervise books of account. Performer Budget Officer Prepare the annual budget and distribute it to Members. Performer Audit Officer Cause an annual audit of Association books to be made by a public accountant at fiscal year completion. Performer Executive Committee Member Serve as an officer comprising the Executive Committee. Performer Article X establishes President, Vice President, Secretary, Treasurer, and other Board-created officers. All officers must be Board members. Officers comprise the Executive Committee, whose responsibilities include problem and issue designation, General Manager oversight, Board recommendations, Personnel Committee functions, assuming General Manager duties if necessary, and emergency action for the Board. Officers are elected annually by the Board at the first Board meeting following the annual member meeting. Terms are one year unless resignation, removal, or disqualification occurs sooner. The Board may create special offices, remove officers, fill vacancies, and determine duties. The same person may hold Secretary and Treasurer offices; no person may simultaneously hold more than one other office except special offices. Executive Committee Use officers as the Executive Committee for issue designation, General Manager oversight, recommendations, personnel functions, interim management, and emergency action. AF9C9679-36E6-431C-A373-624170E9A634 10.1 10.1.1 Executive Committee Functionality Status 9BBC5883-D0FB-422A-8E86-C992B54EC318 Functional The officers function as the Executive Committee and perform the responsibilities assigned in the By-Laws. To be populated by the Association. Election Elect officers annually at the first Board meeting following each annual Member meeting. D61CF580-CF6B-4DEE-88C9-69B06A93CAD6 10.2 10.2.1 Officer Election Frequency Elections per year FDC1D0AE-A1EB-4203-86ED-F3B2100DF1A5 1 Officers are elected annually by the Board. To be populated by the Association. Multiple Offices Permit one person to hold both Secretary and Treasurer offices while restricting other simultaneous offices except special offices. FFF6023B-7615-4896-85D4-00E296F8BF4C 10.3 10.3.1 Multiple Office Compliance Status E128F794-44D0-4267-9C33-91A7CA0B78F8 Compliant Only the Secretary and Treasurer offices may be held by the same person, except for special offices created by Board resolution. To be populated by the Association. President Perform presidential duties for Board meetings, Board orders and resolutions, instruments, and promissory notes. 1364E3D7-93FB-4AC4-8EA5-B301433F9863 10.4 10.4.1 Presidential Duties Status B518C210-617E-4352-B368-B12CF24AC24A Performed The President presides at Board meetings, sees that Board orders and resolutions are carried out, signs required instruments, and co-signs promissory notes. To be populated by the Association. Vice President Perform vice-presidential duties when the President is absent, unable, or refuses to act, and perform duties required by the Board. 93F16785-DDB3-4621-BEE9-E87A395A296B 10.5 10.5.1 Vice Presidential Duties Status B7EDEDAE-D3D8-4C89-91E0-51924547B459 Available The Vice President is available to act in place of the President and to perform Board-required duties. To be populated by the Association. Secretary Perform secretary duties for votes, minutes, seal, notices, member records, and delegated staff support. D87C71B0-76C0-4862-9CEA-50AF74F981EB 10.6 10.6.1 Secretarial Duties Status 6524A2AB-A55E-473D-8AE0-6582EFE016DE Performed The Secretary records votes, keeps minutes, maintains the corporate seal, serves notices, keeps member records, performs Board-required duties, and may delegate preparation and related responsibilities to staff. To be populated by the Association. Treasurer Perform treasurer duties for funds, promissory notes, audits, financial records, books, budgets, and member access to budget and audit information. D82CF1DC-0D53-4F10-AA46-FE583EEE84D6 10.7 10.7.1 Treasurer Duties Status 74CEAF77-EC55-46D1-AB2A-DA6C3B44C174 Performed The Treasurer receives and deposits monies, disburses authorized funds, co-signs promissory notes, causes annual audits, develops financial records, supervises books, prepares and distributes budgets, and makes audits available or mails them at Board discretion. To be populated by the Association. Committees Appoint and administer the Nominating Committee and other committees under Board guidelines. FA15B9D2-30E8-4BE2-A3C8-4924E415A35E 11 Committees Association committees appointed to carry out Association purposes under written Board guidelines. Support Assist in carrying out Association purposes according to Board authorization and guidelines. Performer Article XI requires the Board to appoint a Nominating Committee and permits other committees deemed appropriate. All committees must comply with written Board guidelines. Unless otherwise provided, committee members are appointed by the President, serve at the pleasure of the Board, and may be removed with or without cause and with or without successors. Guidelines Ensure committees comply with written guidelines established by the Board. 37F02A0B-8DA8-4B57-9759-9D19904F4730 11.1 11.1.1 Committee Guideline Compliance Status E76C1688-8852-4757-B9CA-7F52DEF5F712 Compliant All Association committees comply with written Board guidelines. To be populated by the Association. Records Provide member inspection and copying rights for qualifying records under stated notice, purpose, relevance, and use restrictions. E3A68EE3-7F60-4813-B380-EC9811664A3A 12 Members Association members with qualified rights to inspect and copy specified records. Record Inspector Inspect and copy qualifying records upon written notice and proper purpose. Performer Beneficiary Article XII allows a Member to inspect and copy specified records upon at least five business days written notice if the demand is made in good faith, for a proper purpose reasonably relevant to the Member's legitimate interest, describes the purpose and records with reasonable particularity, and uses records only for the stated purpose. Records include excerpts from Board minutes, committee action records while acting in place of the Board, member-meeting minutes, records of action without meeting, accounting records, and membership lists only for Member-interest-related purposes. Membership lists may not be used for unauthorized solicitation, commercial purpose, sale, or purchase. The Association may impose reasonable copy charges for labor and materials. Inspection Provide access to qualifying records upon proper member notice, purpose, specificity, and use limitations. 59C33C2F-B2B3-4E70-A5D1-53338D1017E5 12.1 12.1.1 Inspection Notice Business days 6E722BE8-B901-4674-B3F3-F26F4F291A36 5 A Member provides written notice at least five business days before the requested inspection and copying date. To be populated by the Association. Membership Lists Restrict membership-list use to proper Member-interest purposes and prohibit unauthorized solicitation, commercial use, sale, or purchase. 1E3D43FC-D490-407B-93D6-8789F82228BF 12.2 12.2.1 Membership List Protection Status 94018C27-C2FF-45B7-97E4-D174B41E7B70 Protected Membership lists are used only for authorized Member-interest purposes and not for prohibited solicitation, commercial purposes, sale, or purchase without Board consent. To be populated by the Association. Rulemaking Establish, furnish, bind, and revise reasonable rules and regulations for property and facility use. 100BE4BA-7DC4-43F1-A62A-84FCAB96273D 13 Owners, Families, Tenants, Guests, Invitees, Servants, and Agents Persons bound by Association rules and regulations governing use of properties and facilities. Rule Subject Comply with Association rules and regulations until overruled, canceled, or modified. Performer Article XIII authorizes the Board to establish reasonable rules and regulations consistent with the Declaration and Covenants concerning use of Residential Lots, Family Dwelling Units, Multi-Family Tracts, Common Properties, Restricted Common Properties, and facilities. The Association must furnish copies of rules, regulations, and amendments to all Owners before the effective date. Rules bind Owners, families, tenants, guests, invitees, servants, and agents until overruled, canceled, or modified by the Board or by Owner vote at a regular or special meeting under Article VI. Rules Adopt reasonable rules and regulations and furnish them to Owners before their effective dates. E5E48A64-9F86-45B9-B14B-E08685276E64 13.1 13.1.1 Rule Distribution Status 4E88ACE8-6E7F-4F97-AD75-9DC2F67BAA3E Distributed Rules, regulations, and amendments are furnished to all Owners before their effective dates. To be populated by the Association. Seal Maintain the corporate seal of the Association. 56F4C970-8E6D-4DC0-83DF-B464F369F1F2 14 Article XIV provides that the Association has a circular seal bearing within its circumference the words HILTON HEAD PLANTATION PROPERTY OWNERS' ASSOCIATION, INC., or an appropriate abbreviation thereof. Seal Maintain and use the circular corporate seal as provided in the By-Laws. 57D8D038-5763-41AF-B303-A79A0CEF4091 14.1 14.1.1 Seal Availability Status 31088633-F553-439F-88F8-CF4BE5DF590E Available The circular corporate seal is maintained with the Association name or appropriate abbreviation. To be populated by the Association. Continuity Administer amendment, conflict, fiscal-year, grammar, parliamentary, and severability provisions. CA93EF34-CC0A-4E15-B95B-CD6BDE22F0B3 15 Article XV provides that Members may amend the By-Laws under Article VI and that amendments are approved if three-fourths of votes cast favor the amendment, except matters governed by the Declaration must be amended as provided in the Declaration. Conflicts between the Articles of Incorporation and By-Laws are controlled by the Articles; conflicts between the Declaration and By-Laws are controlled by the Declaration. The fiscal year begins January 1 and ends December 31. Masculine pronouns are construed as feminine where applicable, and singular or plural wording is construed as best applicable. Member and Board meetings are held according to the current edition of Robert's Rules of Order. Invalidity of part of the By-Laws does not impair the validity, enforceability, or effect of the balance of the By-Laws or Declaration. Amendments Amend the By-Laws through member approval while respecting Declaration-controlled matters. 9DE84F4B-4284-41A6-A693-FD31A6D365DC 15.1 15.1.1 Amendment Approval Threshold Percent of votes cast 12926C65-339B-433C-BD8E-8AD93E52E2D9 75 Proposed By-Law amendments are approved when three-fourths of votes cast vote in favor, subject to Declaration-controlled matters. To be populated by the Association. Conflicts Apply controlling documents when conflicts occur among Articles of Incorporation, By-Laws, and Declaration. 8C8C7370-EB7B-473E-953A-04F8C6AB951A 15.2 15.2.1 Document Priority Status 030D7F9E-CA9D-4610-8823-E9ADD3389381 Applied The Articles control conflicts with the By-Laws, and the Declaration controls conflicts with the By-Laws. To be populated by the Association. Fiscal Year Maintain the Association fiscal year from January 1 through December 31. 262304ED-9975-401B-BC9E-644CFCC80C2D 15.3 15.3.1 Fiscal Year Alignment Status DFE33046-62CA-4D7B-9B59-4855C852F04A Aligned The Association fiscal year begins January 1 and ends December 31. To be populated by the Association. Procedure Conduct Member and Board meetings according to the current edition of Robert's Rules of Order. D738EA08-2E73-40AD-885B-BDF57F132423 15.4 15.4.1 Parliamentary Procedure Status 1326B9EA-A8AA-4724-BED9-2B53F0D3243F Applied Member and Board meetings are held in accordance with the current edition of Robert's Rules of Order. To be populated by the Association. Severability Preserve remaining By-Law and Declaration validity when any part is invalid. FF5D2CED-ED6F-4C03-A427-921E501B909A 15.5 15.5.1 Severability Protection Status A0C9F6CB-B84A-416D-98BC-41D1253143D9 Preserved Invalidity of any part of the By-Laws does not impair or affect the validity, enforceability, or effect of the balance of the By-Laws or Declaration. To be populated by the Association. 2026-05-14 https://engage.goenumerate.com/s/hhppoa/files/10787/dyn470164/Amended-By-Laws.pdf Owen Ambur Owen.Ambur@verizon.net