THE STILLWATERS HISTORY and COVENANTS
StillWaters was originally planned and organized by Cecil Duffee, President of the Dadeville Lumber Company, which owned the land that became StillWaters. His endeavor began in 1969 with the 2,000-acre resort on Lake Martin.
On August 6th, 1971, Cecil Duffee, as the first Developer of StillWaters, had the original set of Covenants recorded in the Tallapoosa County Recorder of Deeds. Because it was adopted and recorded in 1971, it is commonly called “The 1971 Covenants”. It was a simple, straightforward set of Covenants covering only 17 pages—today’s Covenants can run into 100 or more pages. The project was operated and controlled by Mr. Duffee.
On June 14th, 1974, Mr. Duffee signed an amendment to the 1971 Covenants consisting of only five pages, which basically added Cost of Living increases to the annual maintenance fee of $100. The amendment had several other provisions which are not noteworthy today. Since it was an amendment to the 1971 Covenants it kept and incorporated the rest of the 1971 Covenants.
All parcels sold from its adoption until the 1987 Covenants were adopted were subjected to the 1974 Covenants. It kept the same 50% of the members (not just those voting) amending requirements and had no provision for assessments.
As of August 2023, there are XX parcels subjected to the 1971 Covenants and 394 parcels subjected to the 1974 Covenants which pay the same amount in annual maintenance fees as 1987 Covenant members. In spite of being just an amendment to the 1971 Covenants, they are referred to as the 1974 Covenants.
By 1985, Mr. Duffee and the Dadeville Lumber Company had serious financial difficulties. They sold their interests as Developer and both undeveloped and developed StillWaters land to Coosa Resorts who became the new Developer. Coosa Resorts then prepared new Covenants, which we now refer to as the “1987 Covenants” — Again it is the year of its adoption.
The new Covenants contained several new and important features that are not present in the others:
- Authorized the creation of the “StillWaters Residential Association” (SWRA), which was incorporated as a non-profit Alabama Corporation. The Board of Directors was controlled by the Developer, Coosa Resorts. SWRA was authorized to administer the new Covenants. SWRA is now controlled by the property owners of StillWaters and managed by a volunteer board of 7 members elected by the owners.
- Established an annual Maintenance Fee of $180 with annual increases based on the federal cost of living index. (Today $326.51 the same as 1974 Covenants).
- Authorized the Board to impose an annual assessment against parcels of up to $100 without a vote of members. A majority of members in person or by proxy voting at a meeting must approve annual assessments of more than $100.
- Provided that amending the Covenants required the approval of 55% of all parcel owners—not just those voting.
- Created an Architectural Review Committee (ARC) with authority to establish and enforce building and property use standards. The ARC, not the Board, operates separately from the Board with five members appointed by the Board and controls building and landscape plans.
The Baptist Foundations of America (BFA)
After operating for several years, Coosa Resorts also had financial problems and was taken over by the Resolution Trust Corporation (RTC). In 1994, The Baptist Foundations of America (BFA) bought the Developer rights to the 1987 Covenants and also bought all developed and undeveloped StillWaters properties from the (RTC). BFA took control of the SWRA Board by appointing four of seven members and allowing three residents to serve. BFA made several major improvements to StillWaters infrastructure, adding a second golf course called “Traditions,” a second gate on Highway 49, and paving a new road from the Gate called Moonbrook Dr. BFA was an investment company that used retirement funds of Baptist ministers for the BFA projects.
The Traditions Covenants
BFA found it difficult to operate under the three prior and different Covenants. One of the problems was that the revenue from the maintenance fees from the three Covenants was insufficient to operate StillWaters. Each year, BFA had to supplement the SWRA budget by about $200,000. BFA found it necessary to issue a series of unvoted Amendments and Supplemental Declarations to the 1987 Covenants, which, among other things authorized condominiums.
In 1996, BFA developed a new and extensive set of Covenants known as “The Traditions.” In 1997, BFA proposed to replace the three prior Covenants with Traditions. It conducted an extensive campaign at StillWaters urging members to vote to adopt Traditions StillWaters could operate under one set of Covenants. Traditions was a very broad document empowering the Developer to compose a budget and then divide it among the members without a vote. The residents voted against adopting Traditions, keeping the three prior Covenants in place.
After the vote, BFA proceeded to subject several of its own StillWaters properties to the new “Traditions” covenants—thereby adding a fourth Covenant to StillWaters. Shortly after the vote BFA experienced financial difficulties and filed for Bankruptcy in 2000. BFA, which was headquartered in Phoenix, AZ had been selling bonds nationally to Baptist congregations and using the proceeds to buy various resorts and other land projects around the country. It simply became cash-poor nationally and went bankrupt and had to sell off all of its properties around the country to pay back something to these bondholders. StillWaters operations did not by itself cause bankruptcy.
The StillWaters properties owned by BFA were the last to sell in the bankruptcy, forcing the court to order an Auction in 2003 in which all remaining StillWaters properties were sold. Auction deeds provided that residential properties sold in the auction were to be subjected to the 1987 Covenants and commercial properties were to be sold free of the Covenants provided that if later used for residential purposes they would be subject to the 1987 Covenants. For unknown reasons, Sunset Point and Highlands parcels were transferred by deeds, which subjected them to both Traditions Covenants and the 1987 Covenants. This set up a confusing and potential legal conflict.
Several areas of lakeside property were sold at auction to outside developers who erected condominiums all of which when completed would be subject to the 1987 Covenants, paying maintenance fees and assessments. These condominiums have their own covenants and homeowners’ associations. The construction of the condominiums brought tremendous truck and other traffic and road damage. The SWRA Board adopted impact fees to charge developers, which brought revenues, which helped funding shortfall and pave the roads. The condo construction has slowed considerably.
Resident Control of SWRA
As a part of the Bankruptcy BFA turned over control of SWRA to the residents in 2003. It also transferred by deed the roads, gates, and all common areas, including an old and small cemetery near the Highway 34 Gate. SWRA was also given the right to collect all maintenance fees from the three Covenants and was responsible for maintaining StillWaters infrastructure, which is the Board’s main mission. The first all-resident SWRA Board was elected in 2004 and has been controlled by residents since. The Board administers and enforces the 1987 Covenants and also the 1971 and 1974 Covenants. The ARC issues permits and oversees construction consistent with the Covenants. With the bankruptcy, BFA surrendered the 1987 “Developer Rights” as that term is used frequently in the 1987 Covenants. SWRA has not assumed the role of Developer and has maintained that point in court.
It seems the drafters of the 1987 Covenants envisioned that almost everyone would be living within StillWaters so that common interests would permit amending the Covenant in worthy cases.
As noted in the beginning, the main issue facing StillWaters is properly maintaining the infrastructure. Each SWRA Board must deal with the gap between income and expenses. Detailed budgets are published and made available to all members. The funding gap has been made up in the past by impact fees from developers, various fees, and miscellaneous income. Without assessments and fees, there would have to be cutbacks in landscaping, gate operations, and roads.
Cecil Gravlee Duffee, Jr.’s wonderful earthly life came to a close on October 26, 2022, at the age of 98. He was born in Birmingham, Alabama on July 10, 1924.
Cecil had a large and wonderful vision for the StillWaters community, he was ahead of his time! His children and families continue to enjoy StillWaters and Lake Martin as do so many others!
Revised August 1, 2023 P. Alexander
