GIBSON TERRACE HOMEOWNERS ASSOCIATION BYLAWS Definitions-The words used in these Bylaws shall have the same meaning as set forth in the Declaration of Covenants, Conditions, Restrictions, and Easements for Gibson Terrace. ARTICLE I - NAME The name of the organization shall be "Gibson Terrace Homeowners Association. ARTICLE II - PURPOSE The Board of Directors for the association has as its purpose, to uphold the terms set forth in the Declaration. The Board of Directors ensures that the collective rights and interests of homeowners are respected and preserved. They also monitor and enforce rules and regulations to protect property value. It will be the Board s goal to meet the established expectations of the majority of homeowners. ARTICLE III - MEMBERSHIP Section 1. The membership of the board of directors will consist of members of the association who are current with dues. No board member shall have a past due balance at any time during their membership with exception to approval by the board. The membership of the Gibson Terrace Homeowner s Association shall consist of all members who are current on association dues. Membership of the association is fully explained in Article III of the Gibson Terrace Declaration. Members who have a past due balance of 45 days or more forfeit their right to vote and use common areas. ARTICLE IV - MEMBERSHIP MEETINGS Section 1. The annual meeting of the membership shall be held each year in January, at a time and place determined by the Board of Directors. Section 2. Special meetings of the membership (referred to as duty called meetings in the DCCR) may be called by the President of the Board or upon written petition to the Secretary by a majority of Directors and/or members of the association. Section 3. The Secretary of the Board shall assure that Article III Section 4 of the Declaration is followed in advance of any meetings of the membership, Section 4. The presence of three of five of the directors shall constitute a quorum for the transaction of any business at any membership meeting. For a board lessor than three directors, 50% of directors shall meet quorum.virtual attendance is acceptable to constitute a quorum. Section 5. A majority vote of directors present shall decide all questions to come before the membership. Page 1 of 6
Section 6. Proxy voting shall be permitted. ARTICLE V - BOARD OF DIRECTORS Section 1. The Board of Directors shall have full power, authority, and control over the affairs and property of the Association and shall exercise all powers necessary or convenient to affect any or all of the purposes for which the Association has been organized. Directors will at all times act lawfully, civically, and ethically in all dealings with the association and its members. Section 2. The Board of Directors shall consist of five (5) to seven (7) members. Section 3. All elected members of the Board of Directors shall be elected by ballot of the membership at the annual meeting from a slate presented by the board of directors and/or members of the association. Other names may be presented by members from the floor, provided the member s association dues are current and the member accepts the nomination. In the event there are less than six (6) volunteers to serve on the Board of Directors, the first five volunteers will be elected to the Board by acclamation. Section 4. Elected Officers shall be elected to serve three-year terms not to exceed nine years, not including any partial terms. Section 5. Vacancies on the Board of Directors may be appointed by a majority vote of the Board from candidates presented by directors or members. Section 6. Directors shall be installed at the first board of director s meeting, which shall be held within 30 days of the election. Directors will assume duties immediately thereafter. Section 7. Board members who miss three unexcused, consecutive meetings automatically relinquish their seat on the Board. Section 8. If all board members are non-respondent to board-sought approval notifications from the property manager for a period of 14 consecutive business days*, the property manager has the right to notify all homeowners in writing of the negligence of communication and the members shall have the right to elect a new board. *Notifications shall consist of at least six attempts: two via email; one via mail; three telephone calls with a message. These six notifications shall occur on different days within the 14-day period. Documentation of these attempts is required. ARTICLE VI - MEETINGS OF THE BOARD OF DIRECTORS Section 1. The Board of Directors shall hold meetings on a quarterly basis at such time and place as may be designated in the notice of the meeting. Section 2. Special meetings of the Board may be called at any time by the President or in his/her absence by the Vice-President or upon receipt of a request by three or more Directors. Page 2 of 6
Section 3. Notice of regular or special meetings shall be mailed or emailed at least five (5) days prior to the day such meeting is to be held. Such notice shall establish the time, date, place, and agenda of the meeting. Section 4. At a meeting at which there is quorum present, a simple majority affirmative vote of the Directors present is required to pass a motion before the Board. Section 5. Proxy voting shall be permitted upon receipt of a signed proxy noting the Director to vote in his/her absence. ARTICLE VII - OFFICERS Section 1. Officers of the Association shall be President, Vice-President, Secretary, and Treasurer. The offices of Secretary and Treasurer may be combined. Section 2. The officers shall be elected annually for one-year terms by members of the Board of Directors at its first meeting following the members election of the board of directors. Section 3. Request to fill vacancies on the board shall be sent out to members 45 days prior to the annual meeting notice. The annual meeting notice, along with names and bios (if so desired) of the nominees for board vacancies, will then be sent out in accordance with the Declaration of Covenants. Section 4. Any officer may be removed with just cause by a vote of a majority of the Board of Directors. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been give to each board member and to the officer affected at least five (5) days previously. Section 5. It shall be the duty of the President to preside at all meetings of the Board of Directors and of the general membership and to have general supervision of the affairs of the Association. With approval of the Board of Directors, the President or other officer or agent so designated by the Board of Directors shall execute all contracts, deeds, conveyances, and other instruments in writing. Section 6. The Vice-President shall perform such duties as may be assigned by the President or by the Board. In the event of the absence or inability of the President to perform the duties stated in Article VII, Section 5, the Vice-President shall be vested with all of the powers to perform the duties of the President. Section 7. The Secretary, with the assistance of any management company and/or Board Members, shall keep in electronic form Association records, including minutes, correspondence, and membership registers. The Secretary will give or cause to be given all notices of meetings of the Board of Directors and the membership meeting. Section 8. The Treasurer, with the assistance of the contracted property management company, shall assure that all debts and obligations of the association are paid upon verification of the indebtedness. The property management company shall oversee the keeping of the accounts of Page 3 of 6
all receipts and disbursements and such accounts shall be open for inspection by the Directors, Members of the Association, and auditors at all times. In addition, the property management company shall give the financial report at each meeting of the Board of Directors and shall report the statement of income and expenditures, as well as the annual budget, at each annual meeting of the general membership. The property management company shall furnish all financial reports. Section 9. Any officer of the Association, in addition to the powers conferred upon him or her by these bylaws, shall have such additional powers and perform such additional duties as may be prescribed from time-to-time by consent of the Board of Directors. ARTICLE VIII PROPERTY MANAGEMENT COMPANY Section 1. The Board of Directors shall employ a property management company that shall be responsible for the management of the business of the Association under the direction of the Board of Directors. No management company shall have a contract in excess of (3) three years. The contract should permit termination by either party with a 90- day written notice. The management company shall prepare an annual budget and all financial documents to be reviewed and reported by the Treasurer of the board. Section 2. The Property Management Company shall be responsible for the administration of the programs of the Association in accordance with the policies established by the Board of Directors. He or she shall further be responsible for the performance of the duties and obligations as determined by the Declaration, the bylaws and the decisions of the Board of Directors. Section 3. Protocol for relaying Board decisions to the property manager shall be as follows: the President, after consulting with the board, shall report all final decisions directly to the Property Manager electronically. All board members will be copied on all decisions reported to the Property Manager. Section 4. The Property Management Company shall execute homeowner requests within the budgetary parameters and pre-approval of the majority of the Board of Directors. If the majority of the board has not voted within five (5) business days of the homeowner s request, the President shall hold the power to approve the request as long as it is within budgetary constraints. Approved requests shall be fulfilled within ten (10) business days of board approval. If the request is unable to be fulfilled within ten (10) business days, then documented communication must be made informing the homeowner of the expected delay within three (3) business days of the original request. If the Board denies the request, then a letter shall be sent to the homeowner. Section 5. The Property Management Company shall meet with and advise the Board of Directors in accordance with the contract. Page 4 of 6
ARTICLE IX - COMMITTEES Section 1. An Executive Committee composed of the Officers and chaired by the President of the Board shall have full authority over the affairs of the Association during the intervals between meetings of the Board. Section 2. Such other committees, standing or special, shall be appointed by the President as the Board of Directors shall, from time-to-time, deem necessary to carry on the work of the Association. The chair of any such committees shall be a member of the Board of Directors. Committee members may be members of the Board of Directors or other interested members of the Association. The President of the Board shall be an ex officio member of all committees ARTICLE X - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt. ARTICLE XI - GENERAL PROVISIONS Section 1. The Association shall have the power to indemnify and hold harmless any director, officer, employee, or agent from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, the conduct of such person in his or her capacity as a director, officer, employee, or agent. This right of indemnification shall inure any said person, whether or not they are still serving as director, officer, employee, or agent at the time such suit, damage, claim, judgment, or liability are imposed or incurred, and in the event of death shall extend to their legal representative. The Association shall have the power to purchase or procure insurance for such purposes. Section 2. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association. Such authority may be general or confined to specific instances. Section 3. The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors; and, it shall keep at the registered or principal office of the property management company, a record giving the names and addresses of the Board of Directors. All books and records of the Association may be inspected by any Director or his or her agent or attorney for any proper purpose at any reasonable time. An updated electronic copy of financial documents shall be sent monthly to the Treasurer or in his/her absence, the President. Section 4. The fiscal year of the Association shall be January 1st through December 31st. ARTICLE XlI - AMENDMENTS Page 5 of 6
These bylaws may be amended by a two-thirds majority vote of a quorum at the annual membership meeting, or at a special meeting of the membership or, excepting Articles I through IV, by a two-thirds majority vote at a meeting of the Board of Directors. Changes to bylaws made by the Board of Directors alone shall be made known to the members of the Association by mail within ten (10) days of the change. Notice of any other proposed amendment shall be sent to all voting members of the Association and the Board not less than ten (10) days before the meeting and a copy of the proposed amendment shall accompany the notice. Additions to the bylaws shall be handled in the same manner. Page 6 of 6