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HomeMy WebLinkAboutA008 - Bylaws dated January 5, 1994 q BYLAWS OF ARBOR ON THE GREEN HOMEOWNERS ASSOCIATION INC. ARTICLE I DEFINITIONS Section 1. "Association" shall mean Arbor on the Green Homeowners Associa- tion Inc. Section 2. The Properties shall mean the subdivision known as Arbor on the Green, and such additions as may be brought within the jurisdiction of the Association by annexation. Section 3. "Common Properties" shall mean the properties owned and maintained by the Association for the common benefit and enjoyment of the residents within The Properties. ARTICLE II LOCATION 1 Section 1. The principal office of the Association shall be located at Ames, Iowa, in the home of the Secretary. ARTICLE III MEMBERSHIP Section 1. Every person or entity who is a record owner of a fee, or undivided fee, interest in any Lot which is subject by covenants of record to assessment by the As- sociation shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. Section 2. The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is im- posed against each owner of and becomes a lien upon the property against which such as- sessments are made as provided by Article V of the Declaration of Covenants and Restrictions to which The Properties are subject and recorded in the office of the Story County Recorder on , in Book at Page Section 3. The membership rights of any person whose interest in The Properties is subject to assessments under Article III, Section 2, whether or not he be personally ob- ligated to pay such assessments, may be suspended by action of the Directors during the period when the assessments remain unpaid; but, upon payment of such assessments, his c , Bylaws - Page 2 rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the Common Properties and Facilities, and the personal conduct of any person thereon, as provided in Article IX, Section 1, they may in their discretion, suspend the rights of any such person for viola- tion of such rules and regulations for a period not to exceed thirty (30) days. ARTICLE IV VOTING RIGHTS Section 1. The Association shall have two classes of voting membership: Class A. Class A members shall be all of those,owners as deemed in Arti- cle III, Section 1 with the exception of the Developer (Buck Construction Company, Inc.). Class A members shall be entitled to one vote for each Lot in which they hold the interests required for membership by Article III, Section 1. When more than one person holds such interest or interests in any Lot, all such persons shall be members, and 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 such Lot. Class B. Class B members shall be the Developer. The Class B member shall be entitled to three votes for each Lot in which it holds the interest required for membership by Section 1, provided, however, that the Class B membership shall cease and become converted to Class A membership on the happening of any of the following events, whichever occurs earlier: (a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class'B membership; or (b) on December 31, 1996. From the happening of these events, whichever occurs earlier, the Class B member shall be deemed to be a Class A member entitled to one vote for each Lot in which it holds the interests required for membership under Ar- ticle III, Section 1. ARTICLE V PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF COMMON PROPERTY Section 1. Each member shall be entitled to the use and enjoyment of the Com- mon Properties and Facilities as provided by deed of dedication and Article IV, Declara- tion of Covenants applicable to The Properties. Bylaws - Page 3 Section 2. Any member may delegate his rights of enjoyment in the Common Properties and Facilities to the members of his family who reside upon The Properties or to any of his tenants who reside thereon under a leasehold interest for a term of one year or more. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 3, to the same extent as those of the member. ARTICLE VI ASSOCIATION PURPOSES AND POWERS Section 1. The Association has been organized for the following purposes: To promote the health, safety, and welfare of the residents within the sub- division of Ames, Iowa, known as "Arbor on the Green," and such addi- tional property as may be brought within the jurisdiction of this corpora- tion by annexation, and for this purpose to: (a) own, operate, and maintain the Common Properties of the subdivision, and, if a decision therefor is made to acquire, build, operate and maintain such recreation parks, playgrounds, swimming pools, commons, streets, footways, including buildings, structures, and personal properties incident thereon; (b) provide exterior maintenance for the lots and homes within The Properties; (c) maintain the lands and trees; (d) fix assessments (or charges) to be levied against The Properties; (e) enforce any and all covenants, restrictions and agreements applicable to The Properties; (f) pay taxes, if any, on the Common Properties and Facilities; and (g) insofar as permitted. by law, to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of The Properties. Section 2. The corporation has the power to mortgage its properties only to the extent authorized under the recorded covenants and restrictions applicable to the proper- ties. Section 3. The corporation has the power to dispose of its real properties only as authorized under the recorded covenants and restrictions applicable to the properties. ARTICLE VII BOARD OF DIRECTORS Section 1. The affairs of the corporation shall be managed by a board of five (5) directors who need not be members of the corporation. The initial Board of Directors shall consist of two (2) directors who shall hold office until the election of their succes- Bylaws - Page 4 sors for the terms stated in Article 17. Beginning with the first annual meeting to be held on the second Monday in January, 1995, the members at each annual meeting shall elect directors each for a term of three (3) years. Section 2. Vacancies in the Board of Directors shall be filled by the [majority of (if more than three)] remaining directors, any such appointed director to hold office until his successor is elected by the Members, who may make such election at the next annual meeting of the Members or at any special meeting duly called for that purpose. ARTICLE VIII ELECTION OF DIRECTORS: NOMINATING COMMITTEE; ELECTION COMMITTEE Section 1. Election to the Board of Directors shall be by written ballot. At the election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the recorded covenants ap- plicable to The Properties. The names receiving the largest number of votes shall be elected. Section 2. Nominations for election to the.Board of Directors shall be made by a Nominating Committee which shall be one of the Standing Committees',of the Associa- tion. Section 3. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting.and such appointment shall be announced at the annual meeting. Section 4. The Nominating Committee shall make as many nominations for elec- tion to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members, as the Committee in its discretion shall determine. Nomina- tions shall be placed on a written ballot as provided in Section 5 and shall be made in ad- vance of the time fixed in Section 5 for the mailing of such ballots to members. Section 5. All elections to the Board of Directors shall be made on written ballot which shall: (a) describe the vacancies to be filled; (b) set forth the names of those nominated by the Nominating Committee for such vacancies; and (c) contain a space for a write-in vote by the members for each vacancy. Such ballots shall be prepared and mailed by the Secretary to the members at least fourteen (14) days in advance of the date set forth therein for a return (which shall be a date not later than the day before the an- nual meeting or special meeting called for elections). Bylaws - Page 5 Section 6. Each member shall receive as many ballots as he has votes. Notwith- standing that a member may be entitled to several votes, he shall exercise on any one ballot only one vote for each vacancy shown. The ballots shall be returned to the Secre- tary at his.or her home. Section 7. Upon receipt of each return, the Secretary shall immediately place it in a safe place until the day set for the annual or other special meeting at which the elec- tions are to be held. At that meeting the President shall select a group of three to open and,count the ballots. The results of the count shall be given to the President who shall then announce the results. ARTICLE IX POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. The Board of Directors shall have power: (a) To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4) of the voting membership, as provided in Article XIII, Section 2. (b) To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any Member, Officer or Director of the Association in any capacity what- soever. (c) To establish, levy and assess, and collect the assessments or charges referred to in Article III, Section 2. (d) To adopt and publish rules and regulations governing the use of the Com- mon Properties and Facilities and the personal conduct of the-members and their guests thereon. (e) To exercise for the Association all powers, duties and authority vested in or delegated to this Association, except those reserved to the meeting or to members in the covenants. (f) In the event that any member of the Board of Directors of this Association shall be absent from three (3) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which said third absence occurs, declare the office of said absent Director to be vacant. Bylaws Page 6 Section 2. It shall be the duty of the Board of Directors: (a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting when such is requested in writing by one-fourth (1/4) of the voting membership, as provided in Article XIII, Section 2. (b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed. (c) As more fully provided in Article V of the Declaration of Covenants ap- plicable to The Properties: (1) To fix the amount of the assessment against each lot for each assessment period at least thirty days in advance of such date or pe- riod and, at the same time; (2) To prepare a roster of the properties and assessments which shall be kept in the office of the Association and shall be open to in- spection by any member, and, at the same time; (3) To send written notice of each assessment to every owner; (d) To issue; or to cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment stated to have been paid. ARTICLE X DIRECTORS' MEETINGS .Section 1. A regular meeting of the Board of Directors shall be held on the sec- ond Monday of each month at 8:00 o'clock P.M., provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meeting. Section 2. Notice of such regular meeting is dispensed with. If the day for the regular meeting shall fall upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday, and no notice of it need be given. Section 3. Special meetings of the Board of Directors shall be held when called by any officer of the Association or by any two directors after not less than three (3) days' notice to each director. Bylaws - Page 7 Section 4. The transaction of any business at any meeting of the Board of Direc- tors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either be- fore or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes there- of. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of the meeting. Section 5. The majority of the Board of Directors shall constitute a quorum. ARTICLE XI-- OFFICERS Section 1. The officers shall be a president, a vice president, a secretary, and a treasurer. The president and vice president shall be members of the Board of Directors. Section 2. The officers shall be chosen by majority vote of the directors. Section 3. All officers shall hold office during the pleasure of the Board of Directors. Section 4. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds and all other written instruments. Section 5. The vice president shall perform all the duties of the president in his absence. Section 6. The secretary shall be ex officio the secretary of the Board of Direc- tors, shall record the votes and keep the minutes of all proceedings in a book-to be kept for that purpose. He shall keep the records of the Association. He shall record in a book kept for that purpose the names of all members of the Association together with their addresses as registered by such members (see Article XIII, Section 3). He shall countersign all documents affecting real.estate owned by the Association. Section 7. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board.of Directors, provided, however, that'a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business con- ducted within the limits of the budget adopted by the Board. The treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the president or the vice president. J Bylaws - Page 8 Section 8. The treasurer shall keep proper books of account and cause an annual audit of the Association to be made by'a certified public accountant at the completion of each fiscal year. He shall prepare an annual budget and an annual balance sheet state- ment and the budget and balance sheet statement shall be presented to the membership at its regular annual meeting. ARTICLE XII COMMITTEES Section 1. The Standing Committees of the Association shall be: The Nominations Committee The Maintenance Committee Unless otherwise provided herein, each committee shall consist of a Chairman and two or more members and shall include a member of the Board of Directors ,for board contact. The committees shall be appointed by the Board of Directors prior to each annual meeting to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each such annual meet- ing. The Board of Directors may appoint such other committees as it deems desirable. Section 2. The Nominations Committee shall have the duties and functions de- scribed in Article VIII. Section 3. The Maintenance Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Common Properties and Facilities and of the Lots of the Association,.and shall perform such other functions as the Board, in its discretion, determines. Section 4. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented. ARTICLE XIII MEETINGS OF MEMBERS Section 1. The regular annual meeting of the members shall be held on the sec- ond Monday of the month of January in each year, at the hour of 8:00 o'clock P.M. If the day for the annual meeting of the members shall fall upon a holiday, the meeting will be held at the same hour on the first day following which is not a holiday. Bylaws - Page 9 Section 2. Special meetings of the members for any purpose may be called at any time by the president, the vice president, the secretary or treasurer, or by any two or more members of the Board of Directors, or upon written request of the members who have a right to vote one-fourth of all of the votes of the entire membership or who have a right to vote one-fourth of the votes of the Class A membership. Section 3. Notice of any meetings shall be given to the members by the secre- tary. Notice may be given to the member either personally, or by sending a copy of the notice through the mail, postage thereof fully prepaid to his address appearing on the books of the corporation. Each member shall register his address with the secretary, and notices of meetings shall be mailed to him at such address. Notice of any meeting regu- lar or special shall be mailed at least six (6) days in advance of the meeting and shall set forth in general the nature of the business to be transacted, provided, however, that if the business of any meeting shall involve an election governed by Article VIII or any action governed by the Articles of Incorporation or by the Covenants applicable to The Properties, notice of such meeting shall be given or sent as provided. Section 4. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action governed by these Bylaws. Any action governed by the Articles of Incorporation or by the Covenants applicable to The Properties shall require a quorum as therein provided. ARTICLE XIV PROXIES Section 1. At all corporate meetings of members, each member may vote in per- son or by proxy. Section 2. All proxies shall be in writing and filed with the secretary. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by the member of his home or other interest in The Properties. ARTICLE XV BOOKS AND PAPERS Section 1. The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any members. Bylaws Page 10 ARTICLE XVI AMENDMENTS Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of each class of members present in per- son or by proxy, provided that those provisions of these Bylaws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law; and provided further,that any matter stated herein to be or which is in fact governed by the Covenants and Restrictions ap- plicable to The Properties may not be amended except as provided in such Covenants and Restrictions. Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Covenants and Restrictions applicable to The Properties referred to in Section 1 and these Bylaws, the Covenants and Restrictions shall control.- We, being all of the Directors of Arbor on the Green Homeowners Association Inc., have adopted these Bylaws on this, day of Peeember, 1 4 C�, 44 RO ERT O. BUCK _ ANNE . UC