1 AMENDED BYLAWS OF OTTER CREEK HOMEOWNERS ASSOCIATION ARTICLE I NAME AND LOCATION The name of the Corporation is Otter Creek Homeowners Association, hereinafter referred to as the Association. The principal office of the corporation is located at Otter Creek Parkway, Little Rock, Arkansas, but meeting of members and/or directors may be held at such place within the State of Arkansas, County of Pulaski, as may be designated by the Board of Directors. ARTICLE II MEETING OF MEMBERS Section 1. Annual Meetings. An annual meeting of the Association members shall be held each year during the month of March. The Board shall designate the day and time of the meeting. Written notice of such meeting shall be mailed sent to the members not less than thirty (30) days or more than sixty (60) days in advance of the meeting date. Revised 7/06 Section 2. Special Meetings. A. Special meetings of the members may be called at any time by the President of the Board of Directors, a majority of the Board members, or upon written request to the Board by members entitled to vote one-fourth (1/4) of all the votes of the Class A Membership. Revised 11/93 B. Written notice of a special meeting of the members, called for the purpose of taking any action authorized under Article IV, Section 3(b) or Section 4 of the Home Association Declaration, shall be mailed sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of such meeting date. Notice of such special meeting shall specify the place, date, hour and purpose of the meeting. C. Written notice of special meetings of the members, other than the above, will be at the direction of the President and the Board of Directors; dependent upon the purpose and/or urgency of the meeting subject. Written notice will be provided thirty (30) days in advance of a special meeting when the Board of Directors determines that a vote of the members is necessary for a specific reason. Notification of other special meetings of the members will be made through the monthly newsletter, bill inserts, , marquee, website, and/or the bulletin board in front of the Clubhouse. Revised 7/06 Section 3. Quorum. Those present, either in person or by proxy, shall constitute a quorum.
2 Section 4. Voting Rights. A. The Association has two (2) categories of voting: 1. Class A Members. These are all property owners within the Otter Creek subdivision. Owners of record shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. However, the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote per platted lot be cast. This restriction is a provision of the Articles of Incorporation, Article VI and reiterated in the Home Association Declaration, Article II. It applies in all matters they may be subject to a vote, with the exception of voting for directors. Revised 11/93 2. Voting for Directors. In the election of the President and Board of Directors each member of the Association shall be entitled to one vote for each position on the ballot. Absentee ballots are allowed but proxy ballots are not. On all other matters as may be subject to a vote of the members, the voting rights shall be as provided in the Articles of Incorporation, Article VI, and the Home Association Declaration, Article II. Revised 3/96 NOTE: Class B Members are comprised solely of the Declarant (Otter Creek Developer). Revised 1995 B. Special Assessment Votes. 1. A dues increase or assessment greater than or equal to 5% requires a majority vote of homeowners present or by proxy, at a meeting called specifically for that purpose. A dues increase or assessment of less than 5% can be enacted by at least five directors voting in favor, but only after an open discussion as to the reasons for a dues increase are presented to homeowners at a meeting called specifically for that purpose. Revised 9/06 2. Written notice will be provided to members, not less than thirty (30) days or more than sixty (60) days, in advance of a meeting duly called for the purpose of voting for a Special Assessment. 3. The members may cast one vote per lot owned, in person or by proxy. All proxies shall be in writing, signed by the lot owner designated to cast the vote, and shall include the lot number. The proxy must be mailed to the Otter Creek Homeowners Association office, to the attention of the Board of Directors, or as otherwise requested, not sooner than ten (10) days and no later than twenty four (24) hours prior to the meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.
3 ARTICLE III BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section 1. Number. The affairs of this Association shall be managed by a Board consisting of six (6) directors and one (1) president. It is a requirement of these Bylaws that the person elected president or director must be a member in good standing of the Association. Revised 7/06 Section 2. Term of Office. Each director shall serve for a term of two years, with the exception of the president who shall serve a one-year term. The term begins upon their election by the members at the annual meeting in March. The members shall elect a president and a director for the directorship positions which have expired as of the annual meeting. No person shall serve as a director for more than two (2) consecutive terms and no person shall serve as president for more than (3) consecutive terms. For the purpose of applying term limits any length of service greater than one year shall constitute a term. Revised 9/06 Section 3. Removal and Vacancies. Any Board member may be removed from the Board, with or without cause, by a majority vote of the members of the Association at a special meeting as provided for in Article II, Section 2, Special Meetings, of these Bylaws. In the event of death, resignation, or removal of a director, with more than one year of service remaining,; his/her successor shall be elected by the homeowners as set forth in Article IV Nomination and Election of Directors. In the event other positions are vacated when there already exist two or more appointed members serving unexpired terms, the other positions shall be filled by votes of the memberships in the manner specified in Article IV for annual meetings with the dates adjusted accordingly. At no time shall such selections exceed two members. Revised 9/06 Section 4. Compensation. No director or president shall receive compensation for board, special, executive, budget, or any meeting or function associated with the Board of Directors. However, a director or president may be compensated for services to the Association if it is not related to a Board function. However, any director or president may receive reimbursement for actual expenses incurred in the performance of their duties. Revised 7/06 Section 5. Action Taken Without a Meeting. 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 verbal approval of four (4) Board members. Any action so approved shall have the same effect as though taken at a meeting of the directors. Any such actions shall be incorporated into the minutes of the next regular Board meeting. In general, such action would be taken only on matters which cannot be delayed for decision until the next regular Board meeting. Printed copies of correspondence regarding Board action must be kept in the office files to document the action. Revised 7/06
4 Section 56. Indemnification. The Association shall indemnify all directors and the president for any loss incurred or cost expended by them that arises while said person is serving in the capacity of their duties. Additionally the Association shall maintain liability insurance for actions taken by a director or the president within the scope of their duties. ARTICLE IV NOMINATION AND ELECTION OF DIRECTORS Section 1. Nominations. A. Eligibility: Candidates shall be members of the Association and remain members during their term of office when elected. Also, candidates shall be current in Association assessments and charges, and shall not have been subject to legal action by the Association to collect such assessments and charges. Effective, January 2006, only one member per household may serve in a Board position at a time. All candidates shall meet these eligibility requirements during the entire period of their Association membership. The Board shall validate the eligibility of all candidates. Nominations may also be made from the floor at the annual meeting. Revised 2/05 In the absence of a candidate for president, the newly constituted Board (6) will seek and appoint a president from among themselves and appoint a homeowner to serve the unexpired term of such individual elevated to president. The vacant position created by the elevation of the director to president shall be in accordance with existing Bylaws, as provided in Article III, Section 3. Employees of the Association and their spouses are ineligible for candidacy. Revised 7/06 B. Filing for Election: 1. A member must express their intention to seek office, by letter to a director or the association manager, on or before the January Board of Directors meeting. In order to become familiar with the rules governing the internal affairs of the Association, including eligibility requirements for the president and director positions, all declared candidates shall obtain a copy of the latest revision of the Bylaws of the Otter Creek Homeowners Association at the Association office. Revised 11/93 2. Each candidate shall supply, in writing, a fact sheet listing their qualifications, positions on issues, and reasons for seeking office. No mention of other candidates by name shall be made on the fact sheet.
5 3. If the number of persons seeking office is insufficient to meet all Board positions open for election, the Board may waive the January date and seek sufficient candidates to fill the offices. When this becomes necessary, the list of candidates published in the February and March newsletter will be designated as tentative. 4. Write-in candidates may seek office. However, they must express their intent in writing. A fact sheet listing their qualifications, positions on issues and reasons for seeking office must accompany the letter of intent. The deadline for write-in candidates will be the February Board of Directors meeting. Failure to meet this deadline will disqualify the candidate, and void any votes he/she may receive. Writein candidates can no longer be nominated from the floor on the night of our annual homeowners meeting. Revised 11/11 Write-in candidates may also seek office, but must be nominated from the floor at the annual meeting and receive a majority vote of those members present in person to be included in the roster of eligible candidates. For the benefit of the voters present, a write in nominee shall give a brief verbal statement concerning their interest and qualifications. They must also meet the eligibility requirements in Article IV, Section I. Write in votes on proxies or absentee ballots will not be considered valid, nor counted, since the person is not a declared candidate and has not been nominated at the time the proxy or absentee ballot was submitted. Revised 11/93 C. Election Committee: The Board shall appoint, at its February meeting, an election committee to oversee the election of directors and a president. The committee shall consist of a minimum of five (5) members, or one per candidate, none of whom are employees of the Association, current Board members, or candidates for office. Each candidate may nominate one member to serve on the election committee at the time of filing for office. Also, members desiring to serve on the election committee may state their availability prior to the February board meeting. The Board will appoint the election committee from the list of members as described in this paragraph. Committee members shall meet the voting rights criteria of the Association and the eligibility criteria stipulated in Article IV, Section 1, Subsection A, of these Bylaws. The election committee shall have the right to challenge members rights to vote and be authorized to disqualify a member s vote. Regardless of the number of candidates a vote should always be taken and recorded by the Election Committee. Revised 7/06
6 D. Voting: All votes cast will be by written secret ballot as follows: 1. Voting in Person: Those members determined eligible by the election committee to vote will sign their names and account numbers on a voter log. Each voter will receive a ballot; each ballot will be numbered for control purposes and distributed to voters on a random basis; sequential distribution of ballots is prohibited. Votes will be cast in private and collected and counted by the election committee. 2. Voting by Absentee Ballot: An absentee ballot may be secured from the Association office. The ballot will consist of two parts. One part will be signed by the member and include his/her account number; the second part will be the ballot portion containing names of the candidates. An envelope stamped and addressed to an independent tabulator, will be provided. The entire ballot must be received by the tabulator not later than twenty- four (24) hours before the election. Late ballots will be disqualified and returned to the voting member unopened. The duties of the independent tabulator are as follows: 1. Verify signatures and account numbers on the ballot. 2. Tabulate the vote, omitting any write-in votes (per Article IV, Sec. B, Filing for Election). 3. Certify results by letter to the committee the evening of the election. 4. Provide a list of those account numbers casting absentee votes to be utilized by the election committee to avoid duplication. In order to maintain secrecy, the actual ballots will remain with the independent tabulator, to be destroyed once the election results are certified by the committee. E. Contesting Elections: Members or candidates may contest the election on the night of election by written notice to the election committee. Costs of a recount of the election shall be borne by the contester(s), and the election committee shall determine such costs. ARTICLE V MEETINGS OF DIRECTORS Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly at the clubhouse at such hour as may be fixed by resolution of the Board. The meeting will be announced in the newsletter and open to members as observers. Rules by which members may present issues will be established or changed, as required, by the Board.
7 Section 2. Special Meetings and Executive Sessions. Special meetings and executive sessions of the Board of Directors shall be held when called by the president of the Association or by any two directors after not less than three (3) days notice to each director. Executive sessions are allowed only for personnel discussions or highly sensitive for which in the sole judgment of the Board the Association is best served by a private meeting. Minutes of executive sessions shall be kept in written form, approved by the Board of Directors and kept confidential, but not audio recorded. Revised 7/06 Section 3. Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Board members present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Actions may be taken via , when in the opinion of the Board; the decision should not wait until the next Board meeting. Voting decisions should be printed and kept on file and entered into the minutes. Revised 7/06 Section 4. Meeting Recordings. All regular and special Board of Directors meetings and the annual and special Association membership meetings will be audio recorded to protect the integrity of the Board and membership and enhance accurate minutes. Video recording will not be allowed at these business meetings. Revised 3/96 Section 5. Action Taken Without a Meeting. 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 verbal approval of four (4) Board members. Any action so approved shall have the same effect as though taken at a meeting of the directors. Any such actions shall be incorporated into the minutes of the next regular Board meeting. In general, such action would be taken only on matters which cannot be delayed for decision until the next regular Board meeting. Printed copies of correspondence regarding Board action must be kept in the office files to document the action. Revised 7/06 ARTICLE VI POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have the power to: A. Adopt and publish rules and regulations governing the use of the common area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.; B. Suspend the voting rights and right to use the recreational facilities of a member during any period in which such member shall be in default in the payment or any assessment levied by the Association.
8 C. Suspend voting rights and rights to use the recreational facilities after notice and hearing, for a period not to exceed sixty (60) days, for infraction of published rules and regulations. The period of time that a homeowner, child/relative, or an individual residing in the home may be denied use of the recreational facilities for infraction of published rules and regulations may be determined by the Board and/or as set forth in the published rules. Revised 7/06 D. Exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration. E. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent, without due cause, from three (3) consecutive regular meetings of the Board of Directors or cease to be a member of the Association. F. Employ a manager, an independent contractor, or such other employees as deemed necessary, and to prescribe their duties, and terms of employment; and G. Promulgate and publish policies for the conduct of the business, management and communication media of the Association s affairs. Such published policies shall be available to the membership during normal business hours at the Association s business office. Revised 11/93 Section 2. Duties. It shall be the duty of the Board ofr Directors to: A. Cause to be kept a complete record of all of it s acts and corporate affairs and to present a statement thereof to the members at the annual meeting in March of each year. B. Supervise all officers, agents, and employees of this Association, and to see that their duties are properly performed. Each year prior to the completion of the budget for the following year, the Board of Directors shall conduct a formal written performance review of the Manager of the Association as set forth by the Written Performance Evaluation Process. Likewise, the Manager shall conduct formal written reviews for other Association employees. At no time will these reviews be made public. The Board will have final approval on all salary adjustments and will assure that these are based on the reviews; Revised 3/96 C. As more fully provided in the Declaration, to insure that the provisions of the Declaration and the Articles of Incorporation are observed faithfully and enforced; D. Issue or cause an appropriate officer to issue, upon demand by any person interested in the title to any lot, a certificate setting forth whether or not any assessments against the lot remain unpaid and the amounts due, including assessments, penalties, interest, and reasonable attorneys fees. A reasonable charge may be made by the Board for the issuance of these
9 certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; E. Procure and maintain adequate liability and hazard insurance on property owned by the Association; F. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; G. Cause the common area to be maintained; H. Establish and enforce all rules concerning the operation of the clubhouse and other facilities under the control of the Association; Revised 7/06 I. Provide to the membership written notice sent by regular mail not less than thirty (30) days nor more than sixty (60) days in advance of any meeting of the Board of Directors called for the purpose of increasing the annual assessment or establishing or increasing a special assessment. ARTICLE VII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers. The officers of this Association shall be president and vicepresident, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time create by resolution. Section 2. Election of Officers. The election of officers, excluding the office of president, shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Section 3. Term. The officers of this Association, with the exception of the president, shall be elected annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed or otherwise disqualified to serve. Revised 7/06 Section 4. Special Appointments. The Board may elect such other officers and appoint committees 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. Any officer may be removed from office with or without cause by a majority vote of the Board. Any officer may resign at any time giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or
10 any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer replaced. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one or any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. Duties of the Secretary and Treasurer may be delegated to the Association Manager as deemed appropriate by the Board. The duties of the officers are as follows: Revised 7/06 President A. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, deeds and other written instruments and shall co-sign checks to the extend deemed necessary by the Board of Directors, and alone shall sign all promissory notes, deeds of trust, mortgages, except to the extent where attestation and/or consent is required. Vice-President B. The vice-president shall act in the place and stead of the president in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. Secretary C. The secretary shall record the votes of each director and keep minutes, both written and audio recorded, of all meeting and proceedings of the Board and of the members; keep the corporate seal of the Association, and affix it on all papers requiring said seal; serve notice meetings of the Board and of the members; keep appropriate current records and showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. Revised 11/11 The above duties may be delegated, at the discretion of the Board, to the Association s administrative secretary except in cases of private executive sessions. Revised 3/96 Treasurer D. The treasurer shall receive and deposit in appropriate bank accounts of all monies of the Association and shall disburse such funds as directed by a resolution of the Board of Directors;
11 shall co-sign checks and keep proper books of accounts; cause an annual audit of the Association books to be made public by an accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the Board of Directors which shall thereafter be presented by the Board of Directors to the members at its regular annual meetings. A copy of the annual budget and a statement of income and expenditures shall be made available to a member upon request. The above duties may be delegated, at the discretion of the Board, to an Association employee or an outside accountant hired for that purpose. Revised 11/11 ARTICLE VIII COMMITTEES The Board of Directors may act as, or appoint, from among its members, an Architectural Control Committee. In addition, the Board of Directors shall appoint other committees, from Association members, as deemed appropriate in carrying out its purposes. ARTICLE IX BOOKS AND RECORDS The books, records, and papers of the Association shall, at mutually agreeable times, during reasonable business hours, at the principal office of the Association, be subject to inspection by any member. Accounts of individual members are held confidential and may not be disclosed without such member s approval. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association. A nominal fee to defray printing costs will be charged if any copies of records are requested. ARTICLE X ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be considered delinquent and
12 a late fee will be charged. Assessments not paid by the due date shall be considered delinquent and a late fee will be charged. The Association may bring an action at law against the owner(s) personally obligated to pay the same or foreclose the lien against the property, and delinquent fees, interest, costs, and reasonable attorneys fees or any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein for nonuse of the common area and recreational facilities or abandonment of his or her lot. Revised 7/06 ARTICLE XI DELCARATION DECLARATION INCORPORATED BY REFERENCE The Declaration and the Articles of Incorporation are incorporated by this reference as though set forth in full. ARTICLE XII Section 1. These bylaws may be amended at a regular or special meeting of the members of the Association by a majority of those members present in person or by proxy. The Board of Directors and association members may from time to time propose changes to these bylaws. However, thirty (30) days written notice of a public meeting called to discuss and vote on said changes must be given. Revised 9/06 Section 2. In 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 Declaration and these Bylaws, the Declaration shall control.