A Non-Profit Corporation

Transcription

1 * L * BOOK PAGE 2011L /07/ : 11:57A~1 REG FEE:48.00 NON-STD FEE: PAGES: 9 REAL ESTATE DOCUMENT TANEY COUNTY, MISSOURI RECORDERS CERTIFICATION RnQ~ ROBERT A. DIXON THE HIGHLANDS OF BRANSON HOMEOWNER'S A Non-Profit Corporation ASSOCIATION, INC. The following Bylaws shall govern the operation of THE HIGHLANDS OF BRANSON HOMEOWNER'S ASSOCIATION, INC., a Missouri corporation, not for profit, organized and existing pursuant to Missouri Statutes. BRANSON HIGHLANDS DEVELOPMENT CORPORATION, a Florida corporation, hereinafter called the "Developer" is the Developer of THE HIGHLANDS OF BRANSON, a subdivision in Taney County, Missouri. Section 1. The Address of the Association shall be 120 Highland Court, Branson, MO or at such other address that may be subsequently designated by the Board of Directors. Section 2. The Seal of the corporation shall bear the name of the corporation, the word "Missouri" and the words "corporation not for profit" and the year of incorporation. Section 3. The Word "Corporation", as used herein, shall be the equivalent to "Association" as defined in the Declaration of Covenants and Restrictions and the Artides of Incorporation of THE HIGHLANDS OF BRANSON HOMEOWNER'S ASSOCIATION, INC. and all other words as used herein shall have the same definitions as attributed to them in the Declaration of Covenants and Restrictions. These Bylaws are attached to the said Declaration of Covenants and Restrictions as "Exhibit 8" and are incorporated therein by this reference. $((. J~Co\ I 4 tt-ac/"ej QJ '"tic ~I~I~ A'~ ARTICLE I MEMBERSHIP Section 1. Membership in the Association shall be in accordance with the provisions of the Declaration of Covenants and Restrictions. Section 2. The Rights of Membership are subject to the payment of annual and special assessments.levied by the Association, the obligation of w~ich assessments is imposed upon each owner of and becomes a lien upon the property against which such assessments are made, as provided in the Declaration of Covenants and Restrictions to which THE HIGHLANDS OF BRANSON HOMEOWNER'S ASSOCIATION, INC. is subject. 1

2 Section 3. The Membership Rights of each owner is subject to assessment under the Declaration of Covenants and Restrictions whether or not he be personally obligated to pay such assessment, and such membership may be suspended by action of the directors during the period when the assessment remains unpaid but, upon payment of such assessment, his rights and privileges shall be automatically restored. If the directors have adopted and published rules and regulations governing the use of the common properties of THE HIGHLANDS OF BRANSON HOMEOWNER'S ASSOCIATION,INC. and the personal conduct of any person therein is in violate thereof, they may, in their discretion, suspend the rights of any such person for violation of such rules and regulations for a period of not to exceed thirty (30) days. ARTICLE II VOTING RIGHTS Section 1. The Voting Rights of the members of the Association shall be in accordance with the provisions of the Articles of Incorporation and the Declaration 'of Covenants and Restrictions. ARTICLE III MEETINGS OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the members shall be held on the first (lst) Tuesday in August, 1999, unless BRANSONHIGHLANDSDEVELOPMENTCORPORATION,INC. should sooner elect to relinquish its control of the Board of Directors, in which case a special meeting of the membership shall be called for election of directors. Each subsequent annual meeting of the members shall be held on the same day of the month of each year thereafter at 7:00 pm. If the day of the annual meeting of the members is a legal holiday, the meeting shall be held at the same hour on the first day following which is not a legal holiday. Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors or upon written request of the members who are entitled to vote if said requesting members hold at least one-fourth (1/4) of all of the votes of the membership. Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by or at the direction of the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vot!! thereat, addressed to the member's last address 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 the case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of members entitled to cast votes or of proxies entitled to cast one-third (1/3) of the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meetingfrom time to time, without notice, other than announcement of the meeting, until a quorum as aforesaid shall be present or represented. 2

3 Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be revocable and shall automatically cease upon conveyance by the member of his lot. Section 6. Vote Required to Transact Business. When a quorum is present at any meeting, a majority of the homeowners' total votes, present in person or represented by written proky, at such meeting shall decide any question brought before the meeting, unless the question is one upon which, by express provision of the statutes or the Declaration or by these Bylaws, a different vote is required, in which case such express provision shall govern and control the vo~ing on such Issue. Section 7. Order of Business.The order of business at all meetings of the members shall be as follows: A. Roll call and certifying -,proxies. B. Proof of notice of meeting or waiver of notice. C. Reading of minutes of preceding meeting D. Reports of officers. E. Reports of committees. F. Election of board members or directors. G. Unfinished business. H. New business. I. Adjournment. ARTICLE IV PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF COMMON PROPERTIES Section 1. Eachmember shall be entitled to the use and enjoyment of the Common Properties as provided by the Declaration of Covenants and Restrictions subject to the rights of the Association to impose reasonable use restrictions thereon. Section 2. Any member may delegate his rights Qf enjoyment in the Common Properties to the members of his family who reside in THE HIGHLANDSOF BRANSONor his temporary guests or to any of his tenants who reside thereon pursuant to a leasehold interest. The rights and privileges of such person are subject to suspension to the same extent as those of the members. ASSOCIATION ARTICLE V PURPOSES AND POWERS The Association has been organized for the purposes set forth in the Articles of Incorporation of the Association. 3

4 ARTICLE VI BOARD OF DIRECTORS Section 1. A Board of Directors will manage the affairs of the Association, consisting of not less than three (3) directors no more than twenty (20) directors. The members of the Board of Directors need not be members of the Association. Section 2. BRANSONHIGHLANDSDEVELOPMENTCORPORATION.INC the Developer of THE HIGHLANDSOF BANSONsubdivision, shall have the exclusive right to designate members of the initial Board of Directors who shall serve until the first annual meeting of the members of the Association to be held on the first Tuesday in July 199~, unless Developer should sooner elect to relinquish its control of the Board of Directors, in which case, a special meeting of the membership shall be called for the election of directors. Should a vacancy occur on the Board of Directors' prior to the first annual meeting of the membership, then said vacancy shall be filled by a vote of the remaining directors. Section 3. Vacancies in the Board of Directors occurring subsequent to the first annual meeting of the members of the Association shall be filled by the majority vote of remaining directors, with 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. Section 4. Terms for Directors. At the first annual meeting, the members shall elect one director for a term of one year, one director for a term of two years, and one director for a term of three years and at each annual meeting thereafter, the members shall elect the appropriate number of directors for a term of three years~ Section 5'. Removal of Director. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Section 6. Compensation for Directors. No director shall receive compensation for any service he may render to the Association. However, any director l"!1aybe relmbursed for this actual expenses incurred in the performance of his duties. Section 7. Action Out of Meetings. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. NOMINATION ARTICLE VII AND ELECTION OF DIRECTORS Section 1. Nomination for Election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor-at the annual meeting. 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 4

5 meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election 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. Section 2. Election to the Board of Directors shall be by written ballot. At such 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 Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section I. Powers. The Board of Directors shall have the following powers: (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 IV, Section 2, except that the voting membership may not require the initial Board of Directors to call special meetings without the consent and approval of the initial Board of Directors and any special meeting so held without said consent shall be of no force or effect. (b) To Appoint and Remove, at pleasure, all officers, agents and employees of the Association, describe their duties, fix their compensation and require of them such security of 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 whatsoever. (c) To Establish, Levy, Assess and Collect the Assessments or charges referred to in these Bylaws, the Articles of Incorporation or the recorded Declaration of Covenants and Restrictions. (d) To Adopt and Publish Rules and Regulations governing the use of the common properties and the personal conduct of the members and their guest 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 of members in the Declaration of Covenants and Restrictions. (f) 3 Consecutive Absences 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 of Directors may, by action taken at the meeting during which said third absence occurs, declare the office of said absent director to be vacant. (g) To Delegate, pursuant to agreement, the performance of all or any part of its duties and functions to a management firm. 5

6 -:~\ Section 2. Duties. It shall be the duty of the Board of Directors: '!tc". ~;!v -~ (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 onefourth (1/4) of the voting membership, as provided in Article IV, 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 the Declaration, of Covenants and Restrictions and the Articles of Incorporation:. I. To Fix the Amount of the Assessment against each property for each II. assessment period at least thirty (30) days in advance of such date or period and, at the same time; To Prepare a Roster of the Properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any member, and at the same time; III. -To Send Written Notice of Each Assessment to every owner subject thereto. ARTICLE IX OFFICERS The Affairs of the Association Shall Be Administered by the President of the Association, assisted by the Vice President and Secretary/Treasurer, subject 0 the directions of the Board of Directors. The Board of Directors, or President with the approval of the Board of Directors, may employ such personnel determined necessary for purposes of management of THE HIGHLANDS OF BRANSON HOMEOW",ER'S ASSOCIATION, INC. and to assist in the operation thereof. The Board of Directors Shall Elect the President. Secretarv/Treasurer. and as many Vice Presidents as the Board of Directors shall, from time to time, determine. The President shall be elected from amongst the membership of the Board of Directors, but no other officer need be a director. The same person may hold two offices, provided that the officer of President and Vice President shall not be held by the same person. INDEMNIFICATION ARTICLE X OF OFFICERS AND DIRECTORS The Association hereby indemnifies any Director or Officer made a party or threatened to be made a party to any threatened. pending or completed action. suit or proceeding; (a) Whether civu, criminal, administrative or investigative, other than one by or in the right of ~. THE HIGHLANDS OF BRANSON HOMEOWNER'S ASSOCIATION, INC. to procure a judgment in its favor, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his capacity as Director or Officer of the 6

7 Association, or in his capacity as Director, O~cer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise which he served at the request of the Association, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney's fees, actually and necessarily incurred as a result of such action, suit, or proceeding or nay appeal therein, if such person acted in good faith in the reasonable belief that such action was in the best interests of the Association, and in criminal actions or proceedings without reasonable grounds for belief that such action was unlawful. The termination of such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a. plea of nolo c::ontendre or its equivalent shall not in itself create a presumption that any such Director or Officer did not act in good faith in the reasonable belief that such action was in the best interest of the Association or that he had reasonable grounds for belief that such action was unlawful. (b) By or in the right of the Association to procure a judgment in its favor by reason of his being or having been a Director or Officer of the Association or by reason of his being or having been a Director, Officer, employee, or agent of-any other corporation, partnership, joint venture, trust or other enterprise which he served at the request of the Association, against.the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with an appeal therein, if such persons acted in good faith in the reasonable belief that such action was in the best interest of the Association. Such person shall not be entitled to indemnification in relation to matters as to which such person has been adjudged to have been guilty of negligence or misconduct in the performance of his duty to the Association unless and only to the extent that the court, administrative agency, or investigative body before which such action, suit or proceeding is held shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such tribunal shall deem proper. The Board of Directors shall determine whether amounts for which a Director or Officer seeks indemnification were properly incurred, and whether such Director or Officer acted in good faith and in a manner he reasonably believed to be in the best interest of the Association, and whether, with respect to any criminal action or proceedings, he had no reasonable ground for belief that such action was unlawful. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action or suit. The foregoing rights of indemnification shall not be deemed to limit in any way the powers of the Association to indemnify under applicable law. ARTICLE XI AMENDMENTS TO ARTICLES Amendments to the Articles of Incorporation for THE HIGHLANDS OF BRANSON HOMEOWNER'SASSOCIATION,INC. shall be proposed and adopted in the following manner: (a) Notice of the Subject Matter of the proposed Amendments shall be included in the Notice of any meeting, at which such proposed Amendment is considered, and 7

8 ~~""",~_-, said Notice shall be mailed to all(members)it least thirty (30) days in advance of ~.-'- the meeting. =-_ ~ _--.- (b) A Resolution approving the proposed amendment may be proposed by either the Board of Directors or a majority of the membership of the Association, and after being proposed and approved by one of said bodies, it must be submitted for approval and thereupon receive such approval by the other. Such approval must be by two-thirds (2/3) of the votes of members who are voting in person or by proxy at the meeting called to consider the proposed amendment. Provided further that no amendment will be effective to impair or dilute any right of members that are permitted by the Declaration. BE IT KNOWN that the COVENANTS, BYLAWS and ARTICLES OF INCORPORATION for the Highlands of Branson, Phase I, Homeowner's Association, Inc. were amended on August 3, 2010, to change the name of the corporation to The Highlands of Branson Homeowner's Association, Inc. IN WITNESS WHEREOF, the undersigned has hereunto set her hand. The Highlands of Branson Homeowners Association A State of Missouri Non-profit Corporation STATE OF MISSOURI) COUNTY OF TANEY} )SS. On this J..._tI.. day of WYUt<,..V' , before me appeared Linda Ratcliffe. to me personally known, who being duly sworn, did say that she is the President of The Highlands of Branson Homeowner's Association. Inc a Non-profit Corporation of the State of Missouri, and that said instrument was signed in behalf of said corporation, by authority of its Board of Directors; and said Linda Ratcliffe acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. AlICIA SCHMITT My Commission Expires April 15,2013 Taney County Commission i09n1598 Notary Public 8

9 ." WHEREAS_,Declarant is the owner of certain property in Branson,,County of Taney, State of Missouri, which is more particularly described as lollows (sometimes referred to as the "Properties"): COMMENCING AT THE NORTHEAST CORNER OF" THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 23N, RANGE 21W. TANEY COUNTY, MISSOURI. THENCE N 88' 01' 32 n W ALONG THE NORTH LINE Of SAID SOUTHEAST QUARTER, A DISTANCE OF FEET to THE POINT OF BEGINNING: THENCE CONTINUING N 88' 01' 32" W A DISTANCE OF FEET TO THE EAST RIGHT-OF-WAY LINE Of HIGHWAY NO. "T": THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY LINE THE following COURSES: ALONG A NON'-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 02~ 34' 27, A RADIUS OF FEET, A LENGTH OF feet AND A LONG~CHORD WHICH BEARS S 19' 14' 43" W feet; THENCE S 20' 31' 56" W, A DISTANCE OF FEET: THENCE ALONG A.CURVE TO THE LEFT HAVING A CENTRAL ANGLE Of 20' 30' 0... A RADIUS OF FEET, A LENGTH OF FEET AND" A LONG CHORD WHICH BEARS S 10' 16' 42" W, feet; THENCE S 00' 01' 41" W, A DISTANCE OF FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 13" 46'" 00", A RADIUS OF FEET. A LENGTH Of FEET AND A LONG CHORD WHICH BEARS S 06' 54' 41" W" FEET: THENCE S 13" 47' 41 w. A DISTANCE OF '92.91 FEET TO THE INTERSECTION OF THE EASTERLY RIGHT-OF-WAY LINE Of H,IGHWAY"T" AND THE NORTHERLY RIGHT-Of-WAY LINE OF THE COUNTY ROAQ T-32. THENCE NORTHEASTERLY ALONG SAID NORTHERLY RIGHT-Of-WAY LINE OF. THE COUNTY ROAD THE FOLLOWING COURSES; N ijo' 46' 39" E. A DISTANCE OF feet. THENCE ALONG A CURVE TO THE RIGHT HAVING A CENTRAL -ANGLE Of OS' 31' 5''". A RADIUS OF FEET, A LENGTH OF FEET AND A LONG CHORD WHICH BEARS N 83' 32' 34" E FEET: THENCE ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 53" 54' 12", A RADIUS OF FEET. A LENGTH OF FEET AND A LONG CHORD WHICH BEARS N 59' 21' 25- E, 303;67 FEET; THENCE N 24~ 56' 40" E. A DISTANCE OF FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 30' 59' 01", A RADIUS OF FEET. A LENGTH OF feet AND A LONG CHORD WHICH BEARS N 40' 29' 04" E, FEET: THENCE N ~O' 57' 49" E FEET TO THE POINT OF BEGINNING. BEING SUBJECT TO ALL EASEM J;IlTSOF RECORD. " " i! iii END OF DOCUMEN"r