Walnut Cove Homeowner s Association. Bylaws Revision 1. Article 1

Transcription

1 Walnut Cove Homeowner s Association Bylaws Revision 1 Article 1 Section 1: Name of Organization: Walnut Cove Homeowner s Association, hereinafter called the Association. Section 2: Business Address: Walnut Cove Homeowner s Association, Walnut Cove Subdivision, Vicksburg, MS, Section 3: Purpose of Organization: The Association is a non-profit organization. Its purpose is to protect the interests and to enhance the quality of life of the property owners of Walnut Cove subdivision. Section 4: Membership: All resident households of the Walnut Cove Subdivision are eligible for membership. Upon remittance of the annual membership fee, set yearly by the finance committee and approved by the membership, the property owner becomes an active member of the Walnut Cove Subdivision Homeowner s Association with full voting privileges and remains active upon maintenance of their annual dues and assessments. Such members are hereinafter called Active Members. Section 5: Voting: For voting purposes, total property owned by an individual or family unit qualified under Article 1, Section 4 constitutes one (1) membership, which constitutes one (1) vote. Any member or board member can designate a voting proxy to vote in their absence at any scheduled meeting. Said proxy can count toward the number required for quorum. Said proxy must be an Active Member. Section 6: Organization: The Walnut Cove Subdivision Homeowner s Association shall be governed by a Board; all members of said Board which shall be elected by the Active Members of the Association. The Board shall be composed of a seven (7) person governing body. Section 7: Operating Year: January 1 to December 31 of every calendar year Section 8: Annual Dues: Annual dues shall be set by the Board yearly, starting in February 2008 and continuing yearly thereafter, after hearing the expense report from the Treasurer on the previous year s expenditures. Expenditures will include, but are not limited to, maintenance of the Walnut Cove Subdivision s main entrance sign including repairs and replacement thereof, lake duck weed maintenance and upkeep, common grounds upkeep, Board member s expenses in the role of his/her duties, an annual neighborhood cookout with a maximum expenditure of $125, and those expenditures agreed to by a vote of the membership and Board. Annual dues at the onset of this association s beginning will be set at $50 per Active Member due upon the Walnut Cove Homeowner s Association Bylaw ratification in February 2008, as well as an optional $50 lake privilege assessment going to the preservation of Laura Lake fund. Dues will be re-appraised every year at the annual meeting. Section 9: Activation of the Association: The Association shall be activated and function by these Bylaws upon approval of these Bylaws by a majority of the resident families that attend the activation meeting in February These voting members must be in good standing, which means payment received of the initial $50 assessment and optional $50 lake privilege assessment by the time of the meeting s adjournment.

2 Section 10: Termination of the Association: The Association shall be terminated upon approval to do so by a majority of the Active Members of the Association at the time of voting for termination. Section 11: Books and Records: The books, records, papers, and bylaws of the Association shall at all times be available during reasonable hours by the Secretary for inspection by any Active Member. Section 12: Amendments: These Bylaws may be amended anytime by a three-quarters majority vote of the Active Members; amendments can only be presented at a duly held meeting of the Association, and a vote will be held no sooner than thirty (30) days after all Active Members have been notified by or phone of the proposed amendments. Section 13: Covenants: The Association and its members agree to abide at all times by the Walnut Cove Subdivision Covenants set forth and legally registered with Warren County in. Section 14: Local, State and Federal Laws: All Local, State, and Federal Laws will supersede these Bylaws; and when it comes to the attention of the Board that a conflict exists with these Bylaws, then these Bylaws will be amended by a vote of the membership to comply with said law.

3 Article II Meeting of Members Section 1: Annual Meeting: The first meeting of the Association shall be held in February 2008, to ratify these Bylaws, elect the Board and conduct business. Each subsequent annual meeting of the members shall be held on or about the 2 nd Saturday in June of each year thereafter, at such a time and place as shall be set by the Board. Section 2: Notice of Annual Meetings: Electronic notice of each meeting to the members shall be given by the Secretary or the person designated by the Chairperson at least fifteen (15) days before such meetings. The notice shall be delivered to the member s address or facsimile (fax) number last appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting and in case of a special meeting, the purpose that the meeting was called. Section 3: Special Meetings: Special meetings of the membership may be called at any time by any Board member, or upon written request by one-fourth of the Active Members of the Association. Section 4: Procedures: All meetings shall be chaired by the chairperson or other appointed board member if the chairperson is unavailable, and the meeting shall be conducted in a professional manner. Section 5: Ouorum: At least 50% of the Active memberships, including proxies, of the Association shall constitute a quorum for the transaction of the annual meeting. Every act or decision presented at this meeting will be voted on and approved by a 75% majority of the Active Members present at this meeting. At least 30% of the Active memberships, including proxies, of the Association shall constitute a quorum for the transaction of any special meeting. Normal Board meetings must have at least (4) board members present to call a Quorum. A Quorum must be called to approve large expenditures outside the authority previously given to the board. Section 6. Adjourned Meetings. If any called meeting does not meet the requirements for a quorum, the Active Members who are present (including proxies) may adjourn the meeting until the required quorum is attained.

4 Article III The Board Section 1: Members: The Board shall be composed of seven (7) officers of the Association. The seven Board Members will be elected by the Active membership to form the governing body. A chairperson will be elected by the seven (7) officers. After being seated, the Board will also select a Vice-Chair, Secretary, and Treasurer. One or more of these positions may overlap, at the discretion of the Board. Section 2: Qualification of Board Members: Any Active Member of the Walnut Cove Homeowner Association may serve on the Board. Section 3: Tenure of Board Members: The term of directors shall be two years, and the terms will be staggered. Three new directors will be elected every odd-numbered year with four new directors elected in even-numbered years. In the first year of existence, four of the directors will be elected for two year terms and three of the directors will be elected for a one year term. Thereafter, new directors will be elected for two year terms. All board members must be Active Members in good standing. There are no term limits. Section 4: Nominations: Nominations for each position can come from the present Board, any Active Member, or the floor at the annual meeting. There will be not be less than one (1) nomination for each vacancy that is to be filled; each nomination shall be seconded to carry on to a vote. If there is no second, that nomination will be dropped. Members cannot nominate themselves. Any nominee must have agreed to serve. Thus, there must be at least seven (7) nominations for the initial Board, three (3) for a one-year term, and four (4) for a two-year term. In subsequent odd-numbered years, there must be at least three nominations. In even numbered years, there must be at least four nominations. Section 5: Elections: Election of the Board shall be by written ballot of membership in good standing at the annual meeting. Ballots will contain the names and addresses of Board candidates and the required number of positions to fill. Active members shall vote for no more than the required number of positions to fill. These numbers will be seven candidates in the initial election, three candidates in the oddnumbered years, and four candidates in the even-numbered years. Ballots will be counted by a committee of three Board members. The required number of candidates receiving the largest number of votes from the membership shall be elected, i.e., seven for the initial election, three for odd-numbered years, and four for even-numbered years. The membership will be notified by , fax, or phone of the election results. The new Board shall take office immediately after this notification is sent to the general membership. Section 6: Removal: Any member of the Board may be removed from service, with or without cause, by a majority vote of the Active membership present at an annual meeting or a special meeting of the membership. In the event of death, resignation, change in residence for Walnut Cove Subdivision, or loss of active status, the Board member is automatically removed without a meeting. Section 7: Resignation: Any member of the Board may resign at any time giving such notice to the Board. Such resignation shall be given in writing and shall take effect on the date of receipt of such notice or at a time specified within the written notice. The acceptance of such resignation shall not be necessary to make it effective.

5 Section 8: Replacement: Replacement of a Board member shall be determined by the remaining members of the Board only and shall serve for the unexpired term of the position s predecessor. Section 9: Power and Duties of the Board: The Board shall have the power: a) To call a special meeting of the members whenever deemed necessary. b) To appoint and remove all agents and contractors of the Association, prescribe their duties, fix their compensation and require of them such security or fidelity bond as it may be deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any member in any capacity whatsoever. c) To establish the amount of annual dues and to be responsible for the collection of same. d) To adopt and publish rules and regulations governing the use of the common properties and the personal conduct of the members and their guests and invitees thereon. e) To exercise for the Association all powers, duties, and authority vested in or delegated to this Association, except those reserved to the members in these Bylaws or the covenants. f) To enter into a contract for maintenance or improvement of the grounds using annual income from the maintenance fund. g) To establish and appoint one or more advisory committees to assist the Board and Association in matters determined by the Board. These committees serve at the pleasure of the Board and may be organized and/or disbanded by means selected by the Board. h) To request and/or accept voluntary contributions from Active Members, resident nonmembers, or other agencies. It shall be the duty of the Board: a) To keep a complete record of all its acts and Association affairs; these will be on file with the secretary; b) To supervise all officers, agents and contractors of this Association and to see that their duties are properly performed; c) To prepare a roster of the properties and homeowner dues applicable thereto which shall be kept by the Secretary of the Association and shall be open to inspection by any Active Member at a reasonable hour. d) To send notice of Association dues to each property owner subject thereto; and e) To adopt an annual budget. Section 10: Compensation: No member of the Board shall be compensated for any service they may render to the Association as stated in these Bylaws. However, any member may be reimbursed for actual expenses incurred in the performance of their duties. Section 11: Quorum: A majority of the members of the Board shall constitute a quorum as stated in Article II, Section 5. Every act or decision made by a majority of members present a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Section 12: Regular Meetings of the Board: Regular meetings of the Board shall be held every four (4) months at such a place and hour as may be fixed from time to time by the Chairperson of the Board. Any Active Member of the Association many attend regular Board meetings in a non-voting status in an

6 advisory capacity. If this meeting is held outside the borders of the Walnut Cove Subdivision, personnel attending such meeting shall pay for their own expenses. Section 13: Special Meetings: Special meetings of the Board shall be held when called by any of the members of the Board. Section 14: Officers: Titles and duties of the Officers may include, but are not limited to the following: Chairperson: Vice-Chair: Secretary: Treasurer: The Chairperson shall preside at all meetings of the Board and Association, if in attendance. They shall represent the Association in formal relations with outside agencies, including local, state, or Federal government. The Vice-Chair shall act on behalf of the Chairperson, if the Chairperson is not present. The Secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the Association. The Secretary shall have charge of such books and papers as the Board may direct and shall perform duties incident to the office of the Secretary. The Secretary will ensure that current copies of these Bylaws are available for review by Active Members, prospective members, or agencies authorized to view such. The Secretary shall compile and keep up to date a complete list of Members and their last known addresses as shown on the records of the Association. Such list shall be open to inspection by Active Members and other persons lawfully entitled to inspect the same at reasonable times during regular business hours. The Secretary shall be responsible for all correspondence of the Association, unless otherwise conducted. The Treasurer shall receive and deposit in appropriate bank accounts all money of the Association and shall disburse such money 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 conducted within the limits of a budget adopted by the Board of Directors. The Treasurer shall also have the authority to keep proper books of account; develop an annual statement of the Association s books at the completion of each fiscal year; prepare an annual budget and a statement of income expenditures to be presented to the Active Members at their annual meeting, and perform all other duties assigned by the Board of Directors.