AcceptedMarch32012 BYLAWS 2012 Eagle Point Bay Association PREAMBLE: The purpose or purposes for which the Eagle Point Bay Association Corporation is organized are: The betterment of Eagle Point Bay Subdivision on Lake of Egypt in Johnson County, Illinois; and to also hold property rights. Articles of Incorporation 13 March 1974 ARTICLE I -- NAME: The name of this organization shall be the Eagle Point Bay Association, Incorporated; hereinafter referred to as the Association. The office of the Association shall be located at 80 Spring Cove Drive, Goreville Illinois 62939-3321 in the State of Illinois, County of Johnson. ARTICLE II -- OBJECT: The object of this Association shall be: Represent the common interests of the members of the Association as property owners of Eagle Point Bay; plan and implement activities related to health, safety and general quality of life; promote a sense of community, encouraging membership, support and participation in the activities of the Association. ARTICLE III -- MEMBERS: SECTION 1. Membership: The Association shall have one class of members. Members of the Association must be property owners, of record, in the Eagle Point Bay subdivision, Johnson County, State of Illinois, who have paid their annual membership dues according to these bylaws. There shall be only one membership per property owner. For the purpose of this Section 1, property owner is defined as a person, persons, family or families who singly or collectively own title to one or more lots or parcels in the Eagle Point Bay subdivision. SECTION 2. Dues: A. Property Owners: All members shall pay their annual dues on or before the Annual Meeting into the treasury of the Association and in the amount established by the Association membership. There shall be no prorating of membership dues for late payment. Annual dues amounts may be adjusted by a majority vote of the membership present at an Annual Meeting or a Special Meeting called for that purpose. B. Renters: Renters of Eagle Point Bay properties may pay a maintenance fee equivalent to the membership dues for the privilege to use the swimming area and park facilities, however, renters are not entitled to dock ownership or voting rights. 1
AcceptedMarch32012 SECTION 3. Voting Rights: Each paid up membership is entitled to one vote on each matter submitted to the membership for a vote. There shall be no voting by proxy. SECTION 4. Membership Agreement: A membership agreement provided by the Secretary or the membership committee shall be executed each year by each member and submitted together with the appropriate dues amount (See Article III, Section. 2). SECTION 5. Membership Cards: Upon acceptance and payment of dues a membership card shall be issued in the member s name and delivered to the member. SECTION 6. Termination of Membership: Upon sale or transfer of all of a member s property in the above named subdivision, the membership shall automatically cease. SECTION 7. Membership Year: The membership year of the Association shall begin March 1 and end on the last day of February of each year. SECTION 8. Fiscal Year: The Fiscal Year of the Association shall begin on July 1 and end on the last day of June of each year. ARTICLE IV -- MEETINGS: SECTION 1. Annual Meeting of Members: The annual meeting of the Association shall be held on the first Saturday of March. One of the purposes of the annual meeting shall be for the membership to bring any reasonable business before the membership. The first item on the agenda shall be the election of a chairperson, for the annual meeting, by the members present. Each member present shall have one vote. At the annual meeting, the Board of Directors shall not be in session. The Board of Directors shall only be present to give their respective reports. The final item on the agenda shall be the election of members to the Board of Directors, as provided by these bylaws, and to fill any vacancies created during the past year. At the close of the annual meeting of members, the board shall meet to reorganize, elect its officers and appoint committee chairs. SECTION 2. Special Meetings of Members: Special meetings of the members may be requested by the President, by two (2) members of the Board of Directors, or by a petition signed by not less than 50 members having voting rights. Requests for meetings must be in writing to the Board of Directors and must state the purpose of the meeting. The Board must designate the date, time and place of the special meeting within 10 days of receiving such a request. Written notice stating the purpose, place, day and hour of such meetings of members shall be provided to each member not less than thirty (30) days prior to such meetings. At such a meeting each membership present shall have one vote. 2
AcceptedMarch32012 SECTION 3. Board of Directors Meetings: A. An open Board of Directors meeting shall be held on the first Saturday of each month at 10 am at the Association building for the purpose of presenting reports and committee activity and information of other activities of value to the membership. Members and non-members may be invited by the Board of Directors to present reports and other information. Association members shall have the opportunity to contribute information pertinent to the subject at hand. B. An organizational meeting of the Board of Directors shall be held without further notice than these bylaws immediately after and at the same place as the annual meeting of members. At this meeting individual officers shall be elected. C. Special meetings of the Board of Directors may be called by the President or any two Directors. The meeting shall be held at the Association building and posted on the Association sign not less than twenty-four (24) hours in advance. D. Directors shall be notified of any special meeting of the Board of Directors at least twentyfour (24) hours in advance by telephone or personal contact. SECTION 4. Quorum A. Membership meetings. The quorum for any special meetings as well as the annual meeting shall be the voting members present at such meetings. B. Board of Directors meetings. A quorum for the meetings of the Board of Directors shall be a majority of the Directors then in office. ARTICLE V -- BOARD OF DIRECTORS: SECTION 1. Composition: The Board of Directors shall consist of a minimum of seven (7) and up to a maximum of twelve (12) members, elected by the membership or, in case of vacancies, temporarily appointed by the Board of Directors (Sec. 5., below). Four Directors shall be elected by the membership at each Annual Meeting to serve a period of three (3) years or until their successors are elected. Directors may not serve more than two (2) consecutive terms. The seat of a Director, who misses five (5) meetings during a membership year, shall be considered vacated. SECTION 2. Responsibilities: The Board of Directors shall be responsible for the management and administration of the Association in all respects and for all purposes. The Board of Directors shall have the power to adopt and publish rules and regulations governing the use of the common properties and facilities and the personal conduct of the members and their guest thereon.. SECTION 3. Election of Members of the Board of Directors: The election shall be held at the Annual Meeting of the Membership (See Article IV, Section 1). Due notice of any election of Board of Directors must be given, at least, 30 days preceding the election. Each qualified voting member of the Association shall be entitled to vote in person. Nominations from the floor shall be considered for each vacant position. If unable to be present at the annual meeting the member may vote by absentee ballot which must be requested from the Secretary of the Association. Instructions for proper handling will be provided with the ballot which must be in the hands of the Secretary not later than the time of voting. There shall be no voting by proxy. The results of the election shall be determined by a majority of the votes cast. All 3
AcceptedMarch32012 candidates for the board must have been members, in good standing, of the Association for not less than one membership year prior to the date of election and shall be qualified members per Article III, Sections 1 & 2, prior to the election. Each member elected to the Board of Directors shall have one vote on Board-related issues even if Directors share one paid Association membership. SECTION 4. Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these bylaws. At meetings where a quorum is not present, only two actions of the Board are permissible: the Board may vote to pay routine bills and accept minutes of the previous meeting. It is not permitted for Directors to vote by proxy. SECTION 5. Vacancies: Any vacancies occurring in the Board of Directors shall be filled by the Board of Directors and presented to the membership at the monthly meeting. An appointed Director shall serve until the next election regardless of the vacant term remaining. SECTION 6. Compensation: Directors as such shall not receive any salaries for their services, but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore by written contract. SECTION 7. Removal: Any Director in arrears in payment of dues exceeding thirty (30) days; or who has missed five (5) regular board meetings during any membership year; or any Director who fails to fulfill designated duties may be removed from the board by a two-thirds (2/3) vote of the standing board or through a special meeting of the members (See Article IV. Section 2). ARTICLE VI -- OFFICERS: SECTION 1. Officers: The officers of the Association shall be President, Vice-President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including an Assistant Secretary and an Assistant Treasurer as it may deem desirable; such officers shall have the authority to perform the duties prescribed from time to time by the Board of Directors. No Director shall hold more than one office at a time. SECTION 2. Removal of Officers: Any officer elected or appointed by the Board of Directors may be removed from that office by a majority vote of the Board of Directors whenever in their judgment the best interests of the Association would be served thereby. Any such removal shall be without prejudice and shall not affect the removed officer s Directorship position on the Board.. Such removal shall require a Special Meeting of the Board of Directors. SECTION 3. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors. (See Article V Section 5) 4
AcceptedMarch32012 SECTION 4. President: The President shall serve as chairperson at all meetings of the Board of Directors. The President shall sign, with the Secretary or any authorized officer of the Association contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Association; and in general, the President shall perform such other duties as may be prescribed by the Board of Directors from time to time. The President shall also: 1) Ensure that the resolutions, objectives and policies of the Board of Directors are carried into effect except when that responsibility is otherwise assigned by the Board and 2) Monitor and coordinate the work of the committees, assuring that the committees are functioning to meet their established goals; provide support and assistance as needed, and assure that the Board receives timely reports of committee progress. SECTION 5. Vice-President: The Vice-President shall serve as assistant to the President in his efforts for the good of the Association and shall assume the office of the President with all its powers and restrictions in the event of absence, resignation, disability, refusal to act, or death of the President, and serve other functions as the Board of Directors may assign. SECTION 6. Treasurer: The Association shall bond the Treasurer for the faithful discharge of assigned duties in such sum and with such surety or sureties, as the Board of Directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receiveand record monies payable to the Association and deposit such funds in the name of the Association in the bank account of the Association; disburse funds to fulfill financial obligations and liabilities of the Association; perform in general all the duties as incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer shall present a monthly financial statement to the Board of Directors of the Association and an annual financial report to the members at the Annual Meeting. The Treasurer shall be prepared to submit appropriate records for auditing by an impartial Auditing Committee (not consisting of Board members), as deemed necessary by the Board of Directors or as called for by the membership. The Treasurer shall maintain all records on file at the Association s office. SECTION 7. Secretary: The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors on file in the Association office; ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law; maintain a register of the post office addresses of all members, such information shall be furnished to the Secretary by each member by virtue of the membership agreement (See Article III, Sec. 4., above); and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Directors. The Secretary shall manage all official correspondence. 5
AcceptedMarch32012 ARTICLE VII -- GENERAL POWERS SECTION 1. Contracts: The Board of Directors may authorize one or more officers or agents of the Association to enter into contracts or execute and deliver any instrument in the name of and on behalf of the Association. SECTION 2. Checks, Drafts, etc.: All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or any Director designated therefore by the Board. SECTION 3. Deposits: All funds of the Association shall be deposited regularly to the credit of the Association in such financial institution as the Board of Directors shall select. SECTION 4. Other Powers: The Association shall have the power to purchase, take, receive, lease as lessee, take by gift, devise or bequest, or otherwise acquire and to own, hold, use and otherwise deal in and with any real or personal property or any interest therein. The Association shall also have the power to sell, convey and to lease as lessor. In order to dispose of the major real properties of the Association, such as the Association Building, Parks and Beach(es), a two-thirds (2/3) majority vote of the membership present shall be required at any annual or special meeting of the members, called for that purpose. Notice will be delivered to members, by mail, not less than thirty (30) days before the vote, describing the specific property being voted on for disposition. ARTICLE VIII -- PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order Newly Revised, latest Edition, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws; any special rules of order this organization may adopt; or any applicable statute. ARTICLE IX -- AMENDMENTS SECTION 1. Amendments to Bylaws: The initial bylaws of the Association were adopted by the membership of the Eagle Point Bay Association in March 1974. Bylaws have been and may be revised, amended, or repealed and such bylaws adopted by a majority of the membership present at the annual meeting or at any special meeting of the members, if at least thirty (30) days written notice is given of intention to and reason for revising, amending, repealing and/or adopting the bylaws. The notice shall contain information on how to obtain the text of the proposed changes, revisions, or amendments to the Bylaws. SECTION 2. Effective Date: Amendments to the bylaws shall take effect at the adjournment of the meeting at which they are adopted unless otherwise provided. 6
AcceptedMarch32012 ARTICLE X -- BOOKS AND RECORDS: The Board of Directors shall keep accurate and complete books and records of all its acts, affairs and accounts; shall keep minutes of meetings of the members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected, upon request, by any member, their agent, or attorney for any proper purpose during reasonable working hours within ten (10) business days of the receipt of the request. 7