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First Amendment to the
STATE OF
) HOMEOWNERS ASSOCIATION, INC.
)
)
WITNESSETH:
The First Amendment to the By-Laws of Heatherwoods Homeowners Association, Inc. is made this _______day of ________________,2009, by Heatherwoods Homeowners Association, Inc. A non-profit corporation.
WHEREAS, THESE BY-LAWS are made by Heatherwoods Homeowners Association, Inc., a non-profit mutual benefit corporation organized and existing under the laws of the State of South Carolina (“the Association”), who is the successor to the original Developer and Declarant, Heatherwoods, L.L.C., of the Declaration of Covenants, Conditions and Restrictions for Heatherwoods Homeowners Association, Inc. a Non-Profit Corporation, as recorded in Book 398, Page 085 on January 29, 2004 with the Dorchester County RMC Office (“the Covenants”) and the First Amendment to the Declaration of Covenants, Conditions and Restrictions for Heatherwoods Homeowners Association, Inc. a Non-Profit Corporation, as recorded in Book 398, Page 36 on February 3, 2004 with the Dorchester County RMC Office (“the First Amended Covenants”)(the Covenants and First Amended Covenants are incorporated by reference as if stated verbatim herein).
WHEREAS, pursuant to Paragraph 2 on Pages 87 to 88 of the Covenants, the owners of lots within Heatherwoods Subdivision did covenant and agree to all terms, conditions and provisions of the Covenants and the By-Laws of the Association, as respectively set forth therein.
WHEREAS, pursuant to Paragraph 38 on Page 16 of the Covenants, the Association shall be governed by its By-Laws, which may be changed from time to time, and pursuant to S.C. Code Ann. §33-31-101 et seq. (1976, as amended)(“the South Carolina Non-Profit Corporation Act”), the Board of Directors (“the Board”) of a corporation is authorized to adopt By-Laws to regulate and manage the affairs of the corporation.
WHEREAS, no By-Laws were attached as an exhibit to the Covenants or the First Amended Covenants; to date, the Association has not adopted or formally executed any By-Laws; and, therefore, to date, the Association has been governed by the provisions of the South Carolina Non-Profit Corporation Act.
WHERES, Article IX, Amendments, Section 1. These By-Laws may be amended, changed, updated, repealed or altered at a regular or special meeting of the members, by a vote of a majority of the quorum of members present in person, absentee ballot or by proxy at that meeting. Notice of a meeting where this will take place shall state that the purpose or one of the purposes of the meeting is to consider the amendment, change, update, repeal or alteration of the By-Laws and contain a summary or copy of the proposed By-Laws at issue. Any amendment changing the voting or quorum requirements as stated in this document must be approved by the same quorum requirement then in effect or the proposed quorum requirement, whichever is greater.
WHERES, at a regular meeting of the members was held on April 17, 2008 at which a quorum was present, a majority of the total votes at such meeting voted affirmatively to adopt and be governed by the amendments to the By-Laws as hereinafter set forth.
NOW THEREFORE, the BY-LAWS are adopted as follows:
Article I
Name
The name of the Association is Heatherwoods Homeowners Association, Inc. (“the Association”).
Article II
Purpose
The ultimate goals of the Association are to ensure that Heatherwoods subdivision, located in
Our business, and the prime purpose of our existence, is to provide service to our homeowners at the lowest possible cost. The Association Board of Directors and Officers are comprised of volunteer homeowners, and they are committed to the needs of all homeowners in administering the subdivision. Forthright and fair relations, open communication, and participative decision-making are essential to creating a progressive, functioning HOA.
The Association aims for excellence by promoting the unity of authority, responsibility and accountability for each task, and place the emphasis on high standards through achievement at all levels. We strive to develop strong leadership by leading by example, and maintaining a high profile within the Heatherwoods community. The leadership of the Association will preserve the philosophy and values of our HOA.
Article III
Principal Office
The principal office of the corporation shall be located in
Article IV
Property Rights: Right of Enjoyment
Each member shall be entitled to the use and enjoyment of the Common Areas also referred to as “Common Property” provided in the Declaration. Any member may delegate his right of enjoyment of the Common Area to family members, tenants or contract purchaser, who reside on the property. Such member shall notify the Secretary or other Officer, in writing, of the name of any such delegate prior to their using these rights. The rights and privileges of such delegate are subject to suspension and enforcement to the same extent as those of the member.
The Common Areas or Common Property owned by the Association are shown in the Plat and are described as Follows:
(a) “Community Area 0.932 AC 40,617 SF”; and
(b) “Detention Pond No 1 HOA 1.516 AC”; and
(c) “Detention Pond No 2 HOA 1.277 AC”; and
(d) “15’ Ped. Right or way (4,015 SF)”; and
(e) “3,247 SF 15’ Ped. Right of way”.
Applicability
The provisions of these By-Laws are applicable to any and all land subject to the Covenants, and the terms and provisions of these By-Laws are expressly subject to the effect of the terms, provisions, conditions, and authorizations contained in the Covenants. The terms and provisions of the Covenants shall be controlling wherever and whenever, if ever, they are or may be in conflict with the By-Laws. Upon the submission of additional property or any portion of additional property, these By-Laws become equally applicable to such additional property.
All present or future co-owners, tenants, future tenants, or their employees, invitees, licensees, or any other person that might use the lands of the subdivision, or any of the facilities thereof in any manner, are subject to the regulations set forth in these By-Laws and in the Covenants and other governing documents referenced herein, as they may be amended or supplemented from time to time.
Article V
Meetings of Members, the Board and Committees
Section 1. Annual and regular meetings of the Association (a/k/a “members”).
The Association shall strive to conduct their annual homeowner meeting on the second Monday of each year, but in no event shall the annual meeting be any longer than 15 months after the prior annual meeting. Regular meetings of the members may be held no more than once per month at such place and hour as may be fixed from time to time by resolution of the members or the Board, but regular meetings are not required. Should any meeting dates fall upon a legal holiday, then the meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special meetings of the members.
Special meeting of the members or committees shall be held when called by the President or other Officer of the Association, or when called by 10% of the homeowners notifying the Board that they would like to conduct a special meeting at which time written notice procedures will be initiated and followed as described in Section 4.
Section 3. Quorum for member meetings.
The presence (in person or by proxy) of 10% of the members shall constitute a quorum for a meeting to take place. Every act or decision done or made by a majority of the members (in person or by proxy) constituting a quorum at a duly held meeting shall be regarded as the act of the members. Since the Developer, Heatherwoods, L.L.C., no longer owns any lots within Heatherwoods subdivision, the Developer (formerly a Class B Member) no longer casts votes in the Association; thus, only the members (owners of lots), which were formerly known as Class A Members, vote in the Association. All Owners of lots in Heatherwoods subdivision shall be entitled to one vote for each lot owned. When more than one person holds an interest in any lot, all such persons are Members of the Association, but the vote for such lot shall be exercised as they among themselves determine (but in no event shall more than one vote be cast with respect to any lot).
Section 4. Notice of member meetings.
Written notice is required of all Association meetings. Written notice of each meeting shall be given by, or at the direction of the Secretary or other Office authorized to call the meeting, by mailing a copy of such notice, first class postage prepaid to the last known address of all members appearing in the Association’s records (or to the address supplied by the member to the Association) at least 30 days prior to member meetings. Such notice shall specify the place, date, time of meeting, purpose of the meeting, agenda and/or business to be conducted, and will include if applicable, absentee ballot and proxy form. Notice shall be deemed effective 5 days after mailing as stated above.
Section 5. Board of directors meetings.
Board of Director meetings shall be held one each month at a time/date/place convenient to the Board members. The Board members shall agree at each meeting as to the time/date/place for the next meeting, and this may be changed by agreement of a majority of the Board. Agreement, for purpose of this section, may be given verbally, in writing or by email. Should any meeting dates fall upon a legal holiday, then the meeting shall be held at the same time on the next day which is not a legal holiday.
Section 6. Special meetings of the Board.
Special meetings of the Board shall be held when called by the President or a majority of the other Officers agreeing to conduct a special meeting.
Section 7. Quorum for Board meetings.
The presence in person or by proxy of a majority of the Board members shall constitute a quorum for a meeting to take place. There shall at all times be at least 3 Board members. Every act or decision done or made by a majority of the Board members constituting a quorum at a duly held meeting shall be regarded as the act of the Board.
Section 8. Action without meeting.
The Board may act without a meeting if a majority of the elected Board members sign a Resolution memorializing the action to be taken, and this shall have the same effect as if a valid/duly noticed meeting took place.
Section 9. Notice of Board meetings.
No formal written notice is required for Board meetings. Rather, a majority of the Board members may agree verbally, in writing or by email as to the time/place/date of a meeting. The Secretary of the Association or the President shall coordinate the meeting details. The meeting shall be held no less than 3 days after a majority of the Board agrees to the time/date/place of the meeting unless a majority of the Board agrees otherwise or in the event of an emergency, the President, in his/her discretion, sets the meeting sooner. If documents are sent among Board members, they shall be forwarded to the last known mailing address or email address of the Board members appearing in the Association’s records (or to the address supplied by the Board member to the Association). Notice shall be deemed effective immediately if emailed or hand-delivered and 5 days after mailing if sent by first-class mail.
Article VI
Committees and Architectural Review Board (ARB)
Section 1. The Board shall appoint an Architectural Review Board (“ARB”), Maintenance Committee, Neighborhood Committee, Audit Committee and any other Committees that they deem to be in the best interest of the Association at a duly held meeting of the Board. Further, the Board may also vote to designate the Chairs of said Committees and ARB. The general purpose of the ARB and these Committees is as follows:
(a) The ARB shall advise the Board on all matters pertaining to issues and non-compliance with the ARB Guidelines/Specifications.
(b) The Maintenance Committee shall advise the Board on all matters pertaining to the maintenance, repair or improvement of the subdivision.
(c) The Neighborhood Committee shall advise the Board on all matters pertaining to issues affecting the safety of the neighborhood.
(d) The Audit Committee shall advise the Board on the financial condition of the Association, coordinate the annual audit of the Association’s books, assist in preparing the annual budget to be proposed to the members and coordinate the statement of income and expenditures to be presented to the membership at its annual meeting. The Treasurer shall be an ex-officio member of this committee.
Section 2. It shall be the duty of each Committee to receive complaints from members on any matter involving Association functions, duties and activities within its area of responsibility. Also, each Committee shall field complaints from the various members related to topics in their area of responsibility, and as appropriate, refer those homeowners to the appropriate Committee, the Board or a specific Officer.
Article VII
Duties and authority of the Board and Association Officers
Section 1. Enumeration of Officers. The officers of the Association shall be a President, Vice-President, Secretary and Treasurer.
Section 2. Election of Officers. The election of officers shall take place at the annual meeting of the Association.
Section 3. Term. Beginning with the 2008 annual homeowner meeting, the newly elected directors/Board shall serve a 2 year term, with the President and Secretary being re-elected on even numbered years, and the Vice-President and Treasurer being re-elected on odd numbered years, unless the director is removed, resigns or is replaced as stated in this document. A director may be elected to serve any number of consecutive terms.
Section 4. Special Appointments. The Association 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. The Association may remove any officer from office with or without cause. Also, any officer may resign at any time with or without cause. Such resignation shall take effect on the date of receipt of such notice if hand-delivered or 5 days after placing same in regular mail (unless a later time is specified therein). Acceptance of such resignation or removal shall not be necessary to make them effective. Notice to the Association or Board shall be to the President or the Secretary, and notice to an Officer shall be to their last known address in the Association’s records.
Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer that they replace (and at that time, that position will be up for election).
Section 7. Duties. The duties of the officers and Board are as follows:
GENERAL
The Officers and the Board have a duty to act with reasonable care and in the best interest of the Association, including but not limited to the following:
PRESIDENT
The President shall preside at all meetings; use their best efforts to see that the decisions and resolutions of the Board and Association are carried out; sign all contracts and other written correspondence from the Association or the Board; and co-sign checks and promissory notes as required by said instruments.
VICE-PRESIDENT
The Vice-President shall act in the place of the President in the event of their absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Association members.
SECRETARY
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Association and its members; serve Notices of all meetings where notice is required; and keep appropriate current records showing the members of the Association and their last known addresses.
TREASURER
The Treasurer shall receive and deposit into appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Association officers; sign all checks and promissory notes as required by those instruments; keep proper books of account; coordinate an annual audit of the Association books to be made by an accountant at the completion of each fiscal year; and prepare an annual budget and a statement of income and expenditures to be presented at the annual meeting of the members.
BOARD
The Board shall carry out all action necessary to run the Association, including but not limited to their duties and tasks outlined in this document (and any amendments thereto), the Covenants of the Association (and any amendments thereto), the ARB Guidelines/Specifications (and any amendments thereto) and such other governing documents adopted by the Board or the members (all of which is sometimes collectively referred to as “the governing documents”).
Section 8. Authority. The officers and the Board have the following authority:
The Officers shall have the authority to engage in any action which is in the best interest of the Association and which is reasonable under all of the circumstances, said action binding the Board and the Association. This action includes but is not limited to action necessary to enforce the governing documents, all action necessary to carry out the tasks itemized in Section 7 above, and all action necessary to discharge their duties/tasks found elsewhere in this document and the governing documents. In the event of an emergency, a majority of the Board can designate one officer to exercise the duties of another officer until the emergency ceases to exist.
The Board, pursuant to a valid vote or action taken without a meeting, has the authority to engage in any action which is in the best interest of the Association and which is reasonable under all of the circumstances, said action binding the Association. This action includes but is not limited to action necessary to carry out the tasks itemized in Section 7 above, all action necessary to discharge their duties/tasks found elsewhere in this document and the governing documents, all action necessary to enforce the governing documents, all action necessary to select/change Registered Agents for the Association, and all action necessary to interview, hire, select, retain, appoint, work with, contract with, budget for, define the scope of work/duties/employment (or independent contractor status) of, fix the compensation for and pay individuals and companies (and their representatives/employees) who render services or offer products that facilitate the operation and/or management of the Association, i.e., property managers/property management companies, attorneys, accountants, auditors, contractors, third-party vendors, etc.
Article VIII
Covenant for Assessments by the Association
Section 1. Creation of the lien and personal obligation of assessments.
Each Owner of any residential lot/home in Heatherwoods subdivision, by acceptance of a deed of that property, whether or not it shall be expressed in any such deed or other conveyance, is deemed to covenant and agree to pay the Association such assessments as stated in the Covenants or as properly voted on pursuant to the governing documents. The obligation to pay assessments by the Association is a personal obligation of the homeowners.
Section 2. Purpose of assessments.
The assessments levied by the Association shall be used for the purposes stated in the Covenants. For special assessments, the monies shall be used for the purposes outlined in the vote on such special assessment (see Article VIII, Section 4 below). For annual assessments, the monies shall be used to promote the safety, recreation, health, welfare and best interests of the homeowners within Heatherwoods subdivision (and their respective families, guests, tenants and invitees), for the improvement, protection, replacement, operation and maintenance of the common areas, property owned by the Association and recreational amenities and for the provision of various forms of insurance for the Association, its property (included dedicated common areas and recreational amenities), members, directors, officers, employees and agents, and for the provision of necessary and reasonable services for and other expenses of the Association.
Section 3. Determination of Association expenses and assessments against lot owners.
(a) The Fiscal Year of the Association. The fiscal year of the Association shall begin January 1st of each year and end December 31st of that year.
(b) Preparation and approval of Budget.
Beginning in 2008, the Board shall prepare a written budget by November 1st of each year for the Association for the upcoming calendar year, and it shall be mailed to the homeowners no later than December 1st each year along with a statement of the annual assessment for the upcoming year. The budget shall contain an estimate of the total amount which the Board considers necessary to pay the cost of maintaining the Common Areas, any insurance premiums, services, supplies and other expenses which will be incurred during the ensuing fiscal year for the administration, operation, maintenance and repairs.
The budget may also include:
(1) Any amount necessary to discharge any lien or encumbrance levied against the Association property, or any portion thereof.
(2) Such reasonable amounts as the HOA officers consider necessary to provide working funds for the Association, a general operating reserve, a reserve for contingencies and replacements.
(3) Any amount necessary to pay any expenses referenced in Section 8 of Article VII above.
(c) Assessment and payment of Association expenses.
The total amount of the estimated funds required for the operation of the Association Common Area set forth in the budget for the fiscal year prepared by the Board shall be voted by the members of the Association then assessed equally against each residential lot.
(d) Effect of failure to prepare or adopt budget.
The failure or delay of the Board to prepare or adopt the annual budget for any new year shall not constitute a waiver or release in any manner of a Lot Owners’ obligation to pay their allocable share of the Association expenses as provided in the governing documents. In the absence of an annual budget or adjusted budget, each residential lot owner shall continue to pay the yearly charge at the then existing yearly rate established for the previous fiscal period until the new annual or adjusted budget and any assessments shall have been forwarded to the homeowners.
Section 4. Special assessments for capital improvements.
In addition to the annual assessments authorized above, the Association may levy in any assessment year special assessments for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement upon the Common Areas, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of more than two-thirds (2/3) of the votes of the entire Association who are voting in person or by proxy at a meeting duly called for this purpose. Written notice of a vote on any special assessments shall be the same written notice required for a regular meeting of the Association and set forth the purpose of the meeting.
Section 5. Date of commencement of annual assessment; due dates.
When a lot within Heatherwoods subdivision is sold, the annual assessment is prorated for the remainder of that year, and the Buyer is responsible for paying this amount at closing, unless the Seller agrees otherwise. In all other situations, the annual assessment commences and is due on January 1st of each year (unless the Association votes to alter the amount of the dues, and in that case, the annual assessment is due 30 days after notice of same is mailed to the homeowners). The amount of the annual assessment shall be determined by the Association.
The Association shall, upon demand, furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified residential lot have been paid. A charge of $15.00 will be assessed by the Board for the issuance of said certificate. Such certificate shall be conclusive evidence of payment of any assessment stated therein.
Section 6. Effect of non-payment of assessment/monies owed to the Association: remedies of the Association.
Any assessments/monies owed to the Association which are not paid within 30 days of the due date shall be delinquent. Once delinquent, the original amount of the assessment/monies owed shall bear interest (non-compounded) from the date of delinquency at a rate of 8 ¾ % per annum, and the Association may retain legal counsel and/or take any legal and/or equitable action necessary to enforce the homeowner obligation to pay same, including but not limited to placing a lien on the property and/or bringing a lawsuit. If the Association takes any action as stated above, the Association shall be entitled to interest, costs of collection and reasonable attorney’s fees/costs/expenses in addition to assessments/amounts owed. No owner may waive or otherwise escape liability for the assessments/monies owed provided for herein by non-use of the Common Areas or abandonment of their residential lot.
Section 7. Subordination of the lien to mortgagor(s).
The subordination of the lien to mortgagor(s) is outlined in Section 47 on Page 19 of the Covenants.
Article IX
Amendments
Section 1. These By-Laws may be amended, changed, updated, repealed or altered at a regular or special meeting of the members, by a vote of a majority of the quorum of members present in person, absentee ballot or by proxy at that meeting. Notice of a meeting where this will take place shall state that the purpose or one of the purposes of the meeting is to consider the amendment, change, update, repeal or alteration of the By-Laws and contain a summary or copy of the proposed By-Laws at issue. Any amendment changing the voting or quorum requirements as stated in this document must be approved by the same quorum requirement then in effect or the proposed quorum requirement, whichever is greater.
Section 2. In case of any conflict between the governing documents of the Association, they shall control in this order: Article of Incorporation, any Amended Articles of Incorporation, Covenants, any Amendments to the Covenants, these By-Laws, any Amendments to the Bylaws, ARB Guidelines/Specifications, any amendments of the ARB Guidelines/Specifications, ARB Request Form (application), any amendments to the ARB Request Form (application)(all of which are incorporated by reference as if stated verbatim herein). If there is no conflict between the above-referenced documents, some or all of the provisions of the above-listed governing documents can apply to the situation at hand as the facts/circumstances dictate and to the extent that they are consistent. If information arises that is brought to the attention of the Association, the Board or an officer(s) which causes them to reasonably believe that complying with any provisions of the governing documents would violate applicable law, they may enforce those provisions which in their discretion do violate such laws.
Applicability of the Act
When these By-Laws or the other governing documents for the Association are silent on a particular issue, S.C. Code Ann. §33-31-101 et seq. (1976, as amended)(“the South Carolina Non-Profit Corporation Act”) will govern.
Definitions
Unless the context otherwise requires, as used in this document, the following definitions apply:
“Association” shall mean and refer to the Heatherwoods Homeowners Association, Inc., its successors and assigns, and any person or entity acting on their behalf (the Association is the successor to the original declarant and developer of Heatherwoods subdivision, Heatherwoods, L.L.C.).
“Assessment” shall mean and refer to a member’s share of the expenses/dues/charges as assessed against a member by the Association as provided for by the governing documents and any amendments thereto (these can include annual/regular assessments or special assessments).
“Board of Directors” (“the Board”) shall mean and refer to the governing board of the Association, as determined by the governing documents and any amendments thereto.
“Common Areas” shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association.
“Declaration” shall mean and refer to the Covenants of the Association.
“
“Member” shall mean and refer to every person or entity that holds a membership in the Association as provided in the Covenants (used interchangeable at times with “Owner”).
“Person” shall mean and refer to an individual, corporation, partnership, trust or any other legal entity.
“Properties” shall mean and refer to that certain real property described in the Covenants.
“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 (used interchangeably at times with “Member).
IN WITNESS WHEREOF, the undersigned President and Vice President of HEATHERWOODS HOMEOWNERS ASSOCIATION, INC. have set their hands and seals this the _____ day of _________________, 2009.
WITNESSES: HEATHERWOODS HOMEOWNERS
ASSOCIATION, INC.
_________________________ By:____________________ (signature)
(Witness) Diana McCoy
Its: President
_________________________
(Notary)
_________________________ By:______________________ (signature)
(Witness) Ruth Uelmen
Its: Vice President
_________________________
(Notary)
STATE OF
) PROBATE
PERSONALLY appeared before me, the undersigned witness, who being duly sworn, deposes and says that (s)he saw the within named HEATHERWOODS HOMEOWNERS ASSOCIATION, INC., by Diana McCoy, its President, and Ruth Uelmen, its Vice President, sign, seal and as its act and deed, deliver the within written By-Laws of Heatherwoods Homeowners Association, Inc. A Non-Profit Corporation, and that (s)he, with the other witness subscribed above, witnessed the execution thereof.
__________________________
(Witness)
SWORN to before me this
the _____ day of _____________, 2009.
________________________________
Notary Public for
My Commission Expires:____________
STATE OF
) CERTIFICATION
We, the undersigned Diana McCoy, as President, and Ruth Uelmen, as Vice President, of Heatherwoods Homeowners Association, Inc., respectively, do hereby certify that at least a majority of the total votes at a regular meeting of the members of the Association held on April 17, 2008, at which a quorum was present, voted in favor of the foregoing By-Laws.
WITNESSES: HEATHERWOODS HOMEOWNERS
ASSOCIATION, INC.
_________________________ By:_________________________________ (Witness) Diana McCoy
Its: President
_________________________
(Notary)
_________________________ By:_________________________________
(Witness) Ruth Uelmen
Its: Vice President
_________________________
(Notary)
STATE OF
) PROBATE
PERSONALLY appeared before me, the undersigned witness, who being duly sworn, deposes and says that (s)he saw the within named HEATHERWOODS HOMEOWNERS ASSOCIATION, INC., by and through Diana McCoy, its President, and Ruth Uelmen, its Vice President, sign, seal and as its act and deed, deliver the within Certification, and that (s)he, with the other witness subscribed above, witnessed the execution thereof.
__________________________
(Witness)
SWORN to before me this
the _____ day of _____________, 2009.
________________________________
Notary Public for
My Commission Expires:____________