1 BYLAWS OF HAWKSBURY HOMEOWNERS ASSOCIATION, INC. OCTOBER 17, 2016
TABLE OF CONTENTS Article I Offices. 3 Article II Declarations..3 Article III Memberships...3 Article IV Board of Directors..5 Article V Officers..7 Article VI Special Committees...8 Article VII Notices....8 Article VIII Indemnification of directors and Officers..8 Article VIX Insurance...8 Article X Meetings....9 Article XI Voting, Member Meetings.. 9 Article XII Amendments..10 2
BYLAWS OF HAWKSBURY HOMEOWNERS ASSOCIATION, INC. (A Missouri Nonprofit Corporation) ARTICLE I OFFICES Section1. The principal office of the Hawksbury Homeowner s Association, Inc. ("Association") shall be maintained within Missouri, as the Board of Directors (the "Board") shall from time to time determine. Section 2. The Association shall have and continuously maintain such statutory offices and such agents as shall be required by law. The Board may from time to time change such agents and the address of any such office by notifying the Secretary of State of such change. ARTICLE II DECLARATIONS References to Declaration shall mean the Declaration of Covenants, Conditions, and Restrictions of Hawksbury dated August 2, 1999 and recorded in Platte County, as amended. ARTICLE III MEMBERSHIP Section 1. The Members of the Association shall consist of all of the Owners of the lots within Hawksbury (all phases) ("Lot Owners/Owners"). The Developer shall be the Declarant, as defined in Article I, Section 5 of the Declaration. The Developer shall not be responsible for nor pay any Dues or assessments on property owned by the Developer/Declarant until such time as an occupancy permit is issued. Section 2. Any person, or entity owning a lot or lots in the housing development known as Hawksbury (all phases) shall be considered a Lot Owner of a lot for purposes of determining Association Membership. Where a lot is owned by more than one person there shall be but one vote and each lot is entitled to vote. The Developer/Declarant is not entitled to vote except for lots where an occupancy permit exists and the Developer/Declarant is paying Assessments. 3
Section 3. Regular Assessments (Dues), shall be determined by the Board on or before December 1 each year and each Lot owner shall be notified in writing the amount to be paid thereof. Regular Assessments shall be mandatory and paid by the Lot Owner, which date shall be set forth in the written notice sent to members. The Developer shall not be responsible for nor pay any dues or assessments on the property held by the Developer/Declarant until such time as an occupancy permit is issued. Section 4. If the Board determines that regular assessments are, or will become, inadequate to meet all Association expenses for whatever reason, the Board shall then immediately determine the approximate amount of such inadequacy and issue a supplemental estimate of the Association expenses and determine the revised amount to be paid by each Lot Owner, for the balance of the year, and the date or dates when due. Section 5. Special Assessments shall be levied by the Association against a Lot Owner. The remedies against a Lot Owner for non-payment o f A ssessments are set forth in Article Ill of the Declaration. Special Assessment will be used to reimburse the Association for any expense associated with collecting the Assessments including but not limited to reasonable attorneys' fees, interest, late fees and other costs and expenses contemplated by these Bylaws, the Declaration, Rules or Articles. Any Special Assessments so levied shall be a lien against the real property owned by Lot Owner. Section 6. The Members select Directors at a Meeting. The number of Directors will be five (5). In odd numbered years, the Members shall elect by majority Vote three (3) Directors and in even number years, the Members shall elect by majority Vote two (2) Directors. The elections for Directors will occur at the Annual Meeting of the Members. If there is a vacancy in a Director position, a Special Meeting of Members may be be called within 45 days and a new Director will be elected by majority Vote to complete the term of the vacated position. Section 7. The Agenda for the Annual Meeting will be set by the Board but shall include the following items: (1) Certification of Quorum. (2) Approval of Prior Minutes of Members (3) State of the Association by President (4) Treasurer's Report (5) Any Committee Reports (6) Budget Discussion (7) Nomination of Director Candidates (8) Appointment of Election Inspectors (9) Announcement of Election Results (10) Election (11) Old Business 4
(12) New Business (13) Member Forum Section 8. A Quorum for a meeting of the Members must consist of 10% attendance, in person or proxy, of Owners. ARTICLE IV BOARD OF DIRECTORS Section 1. The affairs of the Association shall be conducted and managed by the Board. As set forth in Article Ill, Section 6, the Directors are selected by the Members. The Board cannot conduct business if two or more vacancies exist at the same time. Section 2. Any powers, rights or duties of the Board may be delegated to Managing Agent under a management agreement. Any such agreement for professional management shall not exceed a term of three (3) years, which may be renewed by agreement of the parties for successive one (1) year periods, and such agreements shall provide for termination by either party without cause and with payment of a termination fee upon ninety (90) days written notice Section 3. A majority of members of the Board shall constitute a quorum. Section 4. The Board shall hold regular meetings at least once every three (3) months. Notice shall be sent by mail to all Directors not less than five (5) nor more than (14) days prior to such meetings. Section 5. Special meetings of the Board may be held at any time upon the call of the President or a majority of the Directors. Notice of such special meetings shall be mailed to each Director at least ten (10) days before the day on which the meeting is to be held, stating the place of the meeting, the day and hour of the meeting, and the business to be transacted at the meeting. The Board may transact no business at the special meeting which has not been set forth in the written notice. Section 6. A Director who has been absent from regular Board meetings on three (3) consecutive occasions may be removed as a Director by the President. The Board, however by affirmative vote of at least two-thirds of the Directors in attendance, may reinstate such Director for the remainder of his or her term. Such action may be taken at the regular board meeting next following the meeting in which the third absence occurred. Section 7. Resignation from the Board shall be made in writing to the President, and notice of such resignation shall be immediately given to the entire Board. Section 8. The Directors shall not be compensated for their services as Directors. 5
Section 9. The Board shall at least every three years review the Bylaws of the Association. Section 10. The Board can only approve expenditures related to the normal operation of the Association and maintenance, repair and replacement of common area amenities. Capital expenditures for new amenities in excess of $5,000 must be voted on at a Meeting of the Members. Detailed information must be sent to each Member at least fifteen (15) days prior to any vote on the suggested expenditure. Section 11. All Members may attend Board meetings. If a Board meeting goes into executive session general members will be asked to leave. (a) The Board may hold executive sessions in a regular or special meeting from which others are excluded by affirmative vote of the majority of the members of the Board present at a meeting. An executive session may be held to: (i) matters; Consult with the Association's lawyers concerning legal (ii) Discuss existing or potential litigation or mediation, arbitration or administrative proceedings; (iii) Discuss labor or personnel matters; (iv) Discuss contracts, leases and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the Association at a disadvantage; or (v) Prevent public knowledge of the matter to be discussed if the Executive Board determines that public knowledge would violate the privacy of any person. (b) Each meeting of the Board (except executive sessions) shall be open to Members in good standing, but Members may not participate unless permission is requested by a Director and approved by the Board. The President may limit the number of individuals who are allowed to speak and set a limit on the amount of time and frequency an individual may speak. A portion of time before, after or during the meeting shall be allocated to public comments from owners. Section 12. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in person at such meeting. Any action taken during 6
these meetings shall be reported and recorded in the minutes of the next Board Meeting. Section 13. Each Director must be a Member of the Association and in good standing to be elected and to remain as a Director. Good Standing is defined as paying all dues and assessments, including special assessments, on or before the due date. Section 14. Any Director may be removed with or without cause by a majority vote of members of the association at a special meeting of Members. In the event of removal of a Director, the remaining Directors shall select a replacement to fill the unexpired term. ARTICLE V OFFICERS Section 1. The Directors shall select a President, Vice President, a Secretary, a Treasurer, and one or more Assistant Secretaries, an Assistant Treasurer, and a Member at Large to hold office until the first meeting following the election of new Directors. Section 2. The President shall preside at all meetings of the Board and Members. The President serves as spokesman for the Board in most matters relating to general Association business and shall perform such other duties as may be ordered by the Board. Section 3. In the absence or disability of the President, the Vice President shall perform the duties of the President and such other duties as may be ordered by the Board. Section 4. The Secretary is responsible for keeping and maintaining a record and giving (or causing to give) notice of all meetings of the Board and Members and is the custodian for most of the official records of the Association. The position of Secretary is not simply a clerical position. As the custodian for the minutes and other official records of the Association, the Secretary is responsible for ensuring access to those records by the Members and their authorized representatives. Section 5. The Treasurer is the custodian of the funds, securities and financial records of the Association. When the Association has a manager or Management Company that actually handles the funds on a daily basis, the Treasurer's duties will include overseeing the appropriate people to ensure that the financial records and reports are properly kept and maintained in accordance with sound accounting practices. Unless the Bylaws otherwise specify, the Treasurer is responsible for coordinating the development of the proposed annual budget and for preparing and giving the annual financial report on the financial status of the Association at the Annual Meeting. 7
Section 6. The Member at Large serves as a liaison between the Membership and the Board and communicates their issues, needs and interests. ARTICLE VI SPECIAL COMMITTEES The Board may from time to time by resolution provide for such committees as it shall deem necessary or desirable, with such duties and authority, as the Board in such resolution shall provide. ARTICLE VII NOTICE All notices required by these Bylaws to be given in writing shall be deemed given five (5) days after the date they are deposited in the mail, first class postage prepaid, addressed according to the last addresses on file with the Association. Any notice to Members given by the Association under any provisions of these Bylaws may be given by a form of electronic transmission (electronic mail or facsimile) consented to by the Member to whom the notice is given. Any such consent shall be revocable by the Member upon written notice to the Association. Any such consent shall be deemed revoked if: (i) the Association is unable to deliver by electronic transmission two (2) consecutive notices given by the Association in accordance with the consent, and (ii) such inability becomes known to the Association's Secretary or property manager. ARTICLE VIII INDEMINIFICATION OF DIRECTORS AND OFFICERS Any Officer, Director or any other volunteer ("Person") who provides service to the Association shall be indemnified by the Association to maximum extent available under Missouri law for any costs, expenses or civil damages arising from acts performed in his or her official capacity. The indemnity shall extend only to such actions for which the Person would not otherwise be liable, but for his or affiliation with the Association. This indemnity shall not apply to intentional conduct, wanton or willful conduct, or gross negligence. Nothing herein shall be construed to create or abolish an immunity in favor of the Association or any insurance coverage. ARTICLE IX INSURANCE Section 1. The Board is authorized to purchase and maintain such insurance and 8
in such types and amount as the Board shall determine necessary from time to time. Such policies, and endorsements thereon, or copies thereof, shall be deposited with the Association and shall be available for review to a Member upon one week s written notice to the Board. Section 2. Premiums upon insurance policies shall be paid by the Association. ARTICLE X MEETINGS Section 1. The Annual meeting of the Members shall be held in the month of May each year, the date, place, and hour to be designated by the Board. Notice of this meeting shall be mailed to every Lot Owner at least fifteen (15) days prior to the Annual Meeting. Section 2. Special meetings of the membership may be called by the President or the Board or must be called at the request of three (3) Directors or Five Percent of the Members, such request to be made in writing at least twenty (20) days before the requested schedule date to the Secretary of the Board. Notice of special meetings of the membership shall be mailed at least fifteen (15) days in advance of the meeting date. The Notice must contain the specific purpose of the Special Meeting. No other business but that specified in the Notice may be transacted at a Special Meeting. Section 3. Robert's Rules of Order Revised shall settle all questions of parliamentary procedure. ARTICLE XI VOTING - MEMBER MEETINGS Section 1. For election of the Board the Annual Meeting ballots shall be provided. For all other matters, voting shall be done by voice unless otherwise requested. Section 2. Proxies will be sent with Annual Meeting notice for Members unable to attend. Members may give Proxies to a Member attending the Annual Meeting, or mailed, or hand-delivered to the managing agent. Managing Agent will staple envelope to Proxy in order for Proxy to be counted as a vote and deliver Proxies to the Inspectors of Election at the Annual meeting who will certify Proxies are eligible for vote count. Section 3. For votes by ballot the President shall appoint a committee of three (3) Inspectors of Election who are Members and who shall tabulate and certify in writing the results; the certified copy shall be attached to the minutes of that meeting. Section 4. No Inspector of Election may be a candidate for office or have made 9
or seconded the motion to be voted on. Section 5. Unless otherwise specified herein, a majority of the Members in attendance, either by person or proxy, at a Meeting must vote in the affirmative for a vote to pass. ARTICLE XII AMENDMENTS These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, upon majority vote of the Board at any scheduled Meeting. These Bylaws have been approved by the Board of Directors this day of, 2016. President Secretary 10