WESTGATE SOUTH HOMEOWNERS ASSOCIATION Established March 25, 2014 BYLAWS ARTICLE I NAME AND LOCATION The name of the corporation is Westgate South HOA, Inc. (hereinafter referred to as HOA ), a not-for-profit corporation organized under the Oklahoma General Corporation Act. The principle office of the HOA shall be that on file with the office of the Secretary of State of Oklahoma or otherwise established by the Board of Directors of the HOA, but meetings of members and directors may be held at a convenience place within Oklahoma County as may be designated by the Board of Directors. ARTICLE II PURPOSE The purpose of the association shall be to promote a better community for residents through group action. We aim to improve and beautify our neighborhood, educate our members in the prevention of residential crime and vandalism by working cooperatively with OCPD and improve neighborhood and community relationships. ARTICLE III MEMBERSHIP Section 1. Membership is open to any and all persons residing in or owning property in Westgate South Addition. Lessee s may vote by the owner s proxy. Voting by membership shall be on the basis of one (1) vote per lot. No Lot owner who is not current in his/her/their annual dues may vote at any meeting, serve on the Board of Directors or serve on any Association committee. ARTICLE IV DUES Section 1. All members will be asked to pay dues annually. Dues are collected for the sole purpose of carrying out the purpose of the association. The annual dues are hereby initially set at $125.00 and shall be paid annually on March 1 st of each year. The March 1 st due date may be changed by the membership at any annual meeting. Dues upon first purchase by an Owners who is not a Building holding the Lot for improvement and resale shall be prorated from the date of closing to December 31 st. Section 2. The amount of annual dues shall not be increased by more than 10% over the prior year. Any dues increase must be approved by a majority vote of the members in attendance at any annual or special meeting.
Section 3. Any dues not paid within thirty (30) days of the due date shall bear interest from the original due date at the rate of 10% per annum, until paid. This interest rate may be adjusted up or down by a majority vote of the members in attendance at any annual or special meeting. Any adjustment to the interest rate shall be effective beginning the next calendar year and shall be disclosed to the membership at the annual meeting. ARTICLE V MEETINGS OF THE MEMBERSHIP Section 1. Annual Meeting. The association will hold an annual meeting in September of each year. The officers will be elected at that meeting. The amount of annual dues will be voted on at that meeting. The annual budget will be voted on at the annual meeting. Anyone is allowed to attend this meeting but only members in good standing are allowed to vote at this meeting. Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by a majority of the Board of Directors, or upon written request of 1/10 of the Members in Good Standing who are entitled to vote. Any such request shall state the purpose of the meeting. 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 vote, addressed to the member s address last appearing on the books of the Association or supplied by such member to the HOA 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. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot. ARTICLE VI QUORUM AND VOTING Section 1. A quorum for the transaction of business at meetings of the Members shall consist of however many Members in Good Standing, represented in person or by proxy, are present at such properly announced meeting. Section 2. All issues shall be decided by a majority vote of members present at the meetings. ARTICLE VII BOARD OF DIRECTORS Section 1. Officers: The officers shall be President, Vice President, Secretary, Treasurer and Member-at Large. The Board of Directors must consist of no less than three officers. All officers must be current on association dues. 2
Section 2. Term of Office. Officers shall serve a one-year term beginning January 1, with no limitations on future terms. Section 3. Removal. Any officer may be removed from the Board, with or without cause, by a majority vote of the members of the HOA In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his or her predecessor. Section 4. Compensation. No officer shall receive compensation for any service he or she may render to the Association. However, any officer may be reimbursed for his or her actual expenses incurred in the performance of his/her duties. Section 5. Nomination. 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 Chairperson, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed prior to each annual meeting of the members by the Board of Directors. Section 6. Election. Election to the Board of Directors shall be by majority vote or written ballot. The persons receiving the largest number of votes shall be elected. Section 7. Special Appointments. The Board may elect such Additional Officers 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 8. Multiple Offices. The offices of secretary and treasurer may be held by the same person and any of the vice presidents may hold at the same time the office or secretary or treasurer. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices. ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. General Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of a first class residential project. The Board of Directors may do all such acts and things except as prohibited by law or by these Bylaws or by the Declaration. Section 2. Other Powers and Duties. Such powers and duties of the Board of Directors shall include, but shall not be limited to, the following, all of which shall be done for and on behalf of the owners of the project: (a) Administration. To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration submitting the property to the provisions of the Real Estate 3
Development Act of the State of Oklahoma, the Bylaws of the Association and supplements and amendments thereto. (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Rules. To establish, make and enforce compliance with such reasonable rules as may be necessary for the operation, use and occupancy of the project with the right to amend same from time to time. A copy of such rules and regulations, or any amendments or changes thereto, shall be delivered or mailed to each owner within ten (10) days following the adoption thereof. Maintenance of Common Areas. To keep in good order condition and repair all of the general common areas and all items of common personal property used by the owners in the enjoyment of the entire premises. Insurance. Procure and maintain adequate liability and hazard insurance on property owned by the Association. Budget; Determination of Assessments; Increase or Decrease of Same; Levy of Special Assessments. To prepare an annual budget. To levy and collect special assessments, whenever, in the opinion of the Board, it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies. Enforcement of Assessment Lien Rights. To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from an owner who may be in default as is provided for in the Declaration and these Bylaws. To collect interest at the rate set by the Board of Directions in connection with assessments remaining unpaid more than thirty (30) days from due date for payment thereof, together with all expenses, including attorney's fees incurred. Protect and Defend. To protect and defend the entire premises from loss and damage by suit or otherwise. Borrow Funds. To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the recorded Declaration and these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary. Contract. To enter into contracts within the scope of their duties and powers. Bank Account. To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Directors. Manage. To make repairs, additions, alterations and improvements to the general common areas consistent with managing the project in a first class manner and consistent with the best interests of the members. 4
(l) (m) (n) (o) (p) (q) (r) Books and Records. To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof by each of the owners and each first mortgagee, and to cause a complete audit of the books and accounts by auditors once a year. Annual Statement. To prepare and deliver annually to each owner a statement showing receipts, expenses, and disbursements since the last such statements. Meetings. To meet at least quarterly, provided that any Board of Directors meeting may be attended and conducted by telephone or other device which permits all of the Directors in attendance to participate in such meeting, and provided further that any action required to be taken at any meeting of the Board of Directors, or any action which may be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board. A majority of the number of directors shall constitute a quorum for the transaction of business. Ever act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Personnel. To designate, employ and dismiss the personnel necessary for the maintenance and operation of the common areas or other administration of the project. Administration of Association. In general, to carry on the administration of this Association and to do all of those things necessary and reasonable in order to carry out the governing and the operation of this project. Managing Agent. The Board of Directors may employ for the Association a management agent (Managing Agent) who shall have and exercise all of the powers granted to the Board of Directors by the Declaration and Bylaws. Property Manager Duties; Management Agreement. To employ workmen, and others; to contract for services to be performed, including those of a Manager; to purchase supplies and equipment; to enter into contracts; and generally to have the powers of an apartment house or property manager in connection with the matters herein set forth, except that the Association may not encumber or dispose of the fee title of any Owner except to satisfy a lien, award or judgment against such Owner for violation of the Owner's covenants imposed by this Declaration. The Association shall not enter into any contract or management agreement for the furnishing of services (other than utility services), materials or supplies, the terms of which is in excess of one year; and further provided, that any contract or management agreement entered into (excluding those utilities) by the Association shall be terminable by the Association for cause upon thirty (30) days written notice or without cause or payment of a termination fee upon ninety (90) days written notice. 5
(s) (t) (u) Ownership of Lots. To own, convey, encumber, lease or otherwise deal with Lots conveyed to it as the result of enforcement of the lien for common expenses or otherwise. All Things Necessary and Proper. To do all things necessary and proper for the sound and efficient management of the project. Tax Exempt Status. To determine each year the advisability of election of tax exempt status under the appropriate Section of the Internal Revenue Code of 1954. ARTICLE IX OFFICERS AND THEIR DUTIES Section 1. Duties. The duties of the officers are as follows: a) President. The President shall be the principal executive officer of the Association and shall generally supervise the business and affairs of the Association. He/She shall preside over all Executive Committee meetings and shall be considered a non-voting, voluntary member of all other standing and ad-hoc committees. He/She presides over the annual and regularly scheduled meetings of the association. The President may represent the Association at other meetings in the community as needed. b) Vice President. The Vice President shall assist the President when necessary, by attending committee meetings or other community meetings on behalf of the association. The Vice President performs the duties of the President in the event the President is unable to fulfill his/her responsibilities. The Vice President presides over meetings if the President is unable to attend. The Vice President is responsible for always having a copy of the most up to date by-laws and any other Association policies and procedures at all meetings and to clarify questions about these documents if they arise. The Vice President may also be called upon to assist the other officers in their duties, such as assuring association records are filed and organized. c) Secretary. The Secretary shall keep the minutes of all regularly scheduled meetings as well as all Executive Committee meetings. The Secretary shall also be responsible for keeping accurate records of all Association business, including but not limited to, all minutes, meeting notices, correspondence, copies of financial reports, copies of up to date by-laws, articles of incorporation paperwork, copies of all newsletters, copies of all requests for funds generated by the association and any other historical document that pertains to the ongoing business of the association. The Secretary will pass this information on to the next Secretary at the end of his/her term. 6
d) Treasurer. The Treasurer shall be responsible for all funds of the Association. The Treasurer shall receive and issue receipts for monies due and payable to the Association from any source and deposit all monies in the name of the Association in the financial institution selected by the Executive Committee. The Treasurer will prepare accurate and timely financial reports to be presented to all members at every regularly scheduled membership meeting and Executive Committee meetings. The Treasurer is responsible for assuring all bank statements and other Association records are kept neatly filed and safe. The Treasurer is responsible for assuring all residents are aware of the amount of the annual dues. The Treasurer is accountable for all expenditures of the Association and must keep good records, including receipts, to back up every transaction. Each check of the association shall be signed by two signatures. Treasurer shall prepare the check for signatures, and two other officers will sign the checks. The Treasurer shall sign checks as a last resort. e) Member at Large. The primary role of Member at Large is to become familiar with the operations of the Board of Directors. The Member at Large will assist the President in achieving goals and effecting policies and/or decisions made by the Board of Directors. The Member at Large will also represent the interests of the membership at Board meetings. ARTICLE X COMMITTEES Section 1. The association may establish committees as deemed necessary to pursue its stated objectives. These committees may include but are not limited to the following: architectural committee, membership committee, beautification committee, social committee, security committee, nominating committee, welcoming committee, and bylaw revision committee. ARTICLE XI BOOKS AND RECORDS Section 1. The books, records, and papers of the HOA shall at all times, during reasonable business hours, be subject to inspection by any member. The Covenants, Conditions and Declarant, the Certificate of Incorporation, and the Bylaws of the HOA shall be available for inspection by any member at the principal office of the HOA or at a convenient location as designated by the president of the HOA, where copies may be purchased at a reasonable cost. ARTICLE XII OBLIGATIONS OF THE OWNERS Section 1. Owners Subject to The Bylaws; Acceptance of Bylaws. All present or future owners, tenants, future tenants of any Lot, or any other person who might use in any manner the Common Areas or any facilities or property of the Association are subject to the provisions and any regulations set forth in these Bylaws. The mere acquisition, lease or rental of any Lot or the 7
mere act of occupancy of a Lot will signify that these Bylaws are accepted, approved, ratified, and will be complied with. Section 2. Assessments. All owners shall be obligated to pay the annual dues imposed by the Association to meet the common expenses. The assessments imposed hereunder shall be due and payable yearly in advance as provided in Article IV, Section 2. The amount of such assessments may be altered in accordance with Article II of the Declaration. A member shall be deemed to be in good standing and entitled to vote an any annual or special meeting of members, within the meaning of these Bylaws, if, and only if, he shall have fully paid all assessments made or levied against him and the Lot or Lots owned by him, and is not in violation of any rule or regulation of the Association then in force. Section 3. Lien. The obligations of each owner to pay assessments shall be secured by a lien on the Lot in favor of the Association and such obligation shall survive any sale thereof. Section 4. General. (a) Each owner shall comply strictly with the provisions of the recorded Declaration and these Bylaws and amendments thereto. (b) Each owner shall always endeavor to observe and promote the cooperative purposes for the accomplishment of which this project was developed. Section 5. Use of Lots. (a) All Lots shall be utilized only for residential purposes except as is otherwise provided in the Declaration and Plat Map. Section 6. Use of General Common Areas. Each owner may use the general common areas, sidewalks, pathways, roads and streets located within the entire project in accordance with the purpose for which they were intended without hindering or encroaching upon the lawful rights of the other owners. Section 7. Rules and Regulations. The Board of Directors, pursuant to Article VIII of these Bylaws, reserves the power to establish, make and enforce compliance with such additional rules as may be necessary for the operation, use and occupancy of this project with the right to amend same from time to time. Copies of such rules and regulations shall be furnished to each owner prior to the date when the same shall become effective. ARTICLE XIII AMENDMENTS Section 1. The bylaws may be altered or repealed or new bylaws may be adopted by a majority vote of the membership attending any annual or special meeting. Section 2. In the event a majority votes to make changes to the bylaws, a Bylaw Revision Committee shall be appointed. The Bylaw Revision Committee shall consist of a Chairperson, who shall be a member of the Board of Directors, and two or more members of the Association. 8
The Bylaw Revision Committee shall be appointed prior to each annual meeting of the members by the Board of Directors. ARTICLE XIV MISCELLANEOUS Section 1. Fiscal Year: The fiscal year of the HOA shall begin on the 1 st day of January and end on the 31 st day of December of each year calendar year. Section 2. In the case of any conflict between the Certificate of Incorporation and the Bylaws, the Certificate shall control. In the case of any conflict between the Covenants, Conditions and Restrictions and these Bylaws, the Covenants, Conditions and Restrictions shall control. ADOPTED this 10 th day of September, 2015. ATTEST: Kyndall Wahkinney 2015 President Westgate South Homeowners Association Jananne Risenhoover Member, 2014-2015 Bylaw Revision Committee Westgate South Homeowners Association Rosemary E. Smith Member, 2014-2015 Bylaw Revision Committee Westgate South Homeowners Association Dieadra Florence Member, 2014-2015 Bylaw Revision Committee Westgate South Homeowners Association 9