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HomeMy WebLinkAboutGuilford Park_By Law Amendments1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Cross -Reference: Guilford Park (Plat), Instrument # 2001-00042967 (PC 2, Slide 624) Guilford Park, Declaration of Covenants, Instrument # 2001-00042966 AMENDMENTS to the CODE OF BYLAWS for GUILFORD PARK HOMEOWNERS ASSOCIATION, INC. COMES NOW the Guilford Park Homeowners Association, Inc., by its Board of Directors, on this day of , 2014, and states as follows: WITNESSETH THAT: WHEREAS, the residential community in Hamilton County, Indiana commonly known as Guilford Park was established upon the recording of certain documents with the Office of the Recorder for Hamilton County, Indiana; and WHEREAS, the Plat for Guilford Park subdivision was recorded with the Office of the Hamilton County Recorder on July 13, 2001, as Instrument # 2001-00042967 (PC 2, Slide 624); and WHEREAS, the Guilford Park subdivision is subject to Covenants which nm with the land, namely the Declaration of Covenants, Conditions and Restrictions of Guilford Park ("Declaration"), and any amendments thereto, recorded in the Office of the Hamilton County Recorder on July 13, 2001, as Instrument #2001-00042966, which states that by taking a deed to any Lot within Guilford Park each owner becomes a mandatory member of the Guilford Park Homeowners Association, Inc., an Indiana nonprofit corporation ("Association"); and WHEREAS, as provided by the Declaration, the Association was incorporated as a non- profit corporation by the filing of Articles of Incorporation ("Articles") with, and approved by, the Indiana Secretary of'State on July 12, 2001; and WHEREAS, the Association's Initial Board of Director(s) adopted a Code of Bylaws ("Bylaws") for the Association and the homeowners within Guilford Park; and 51 WHEREAS, the Articles (Article IX, Section 9.02) and the Bylaws (Article X, Section 52 1) grants to the Board of Directors of the Corporation the power, without the assent of the 53 Members, to make, alter, amend, or repeal the Bylaws of the Corporation; and 54 55 WHEREFORE, pursuant to the authority granted to the Board of Directors by the Articles and 56 Bylaws, a majority of the Board of Directors have voted to adopt the following amendments to 57 the Code of Bylaws. These Bylaw Amendments do not conflict in any manner with any 58 provision contained in the Declaration or the Articles, and it is the intention of the Association 59 that these amendments to the Code of Bylaws replace the designated sections of all formerly 60 adopted Bylaws and any amendments thereto. All provisions in the Code of Bylaws not amended 61 by this document will remain in full force and effect. 62 63 64 65 Article III, Section 2, is hereby amended to read as follows: 66 67 Section 2. Quorum. At any meeting of the membership, unless otherwise required 68 by the Declaration, the presence of Members, in person or by proxy, entitled to cast ten percent 69 (10%) of the total number of valid and eligible Owner votes will make up a quorum. For 70 purposes of this section, the term "eligible" means any Owner whose privileges are not suspended 71 for any reason as set forth in the Declaration, Articles or these Bylaws. If a Member has had his 72 voting rights suspended pursuant to the Declaration, Articles or these Bylaws, then that Member's 73 vote is not considered a valid or eligible vote toward calculating quorum requirements. After a 74 Member's vote is represented, either in person or by proxy, for any purpose at a meeting, the 75 Member's vote will be considered present for quorum purposes for the remainder of the meeting 76 and for any adjournment of that meeting, even if the Member leaves the meeting before a vote is 77 taken. 78 If a quorum is not present at any meeting called under the authority of these Bylaws, that 79 meeting may be adjourned to another date not more than sixty (60) days later. At this later 80 meeting, or meetings, the required quorum will drop to five percent (5%) of the total number of 81 valid and eligible owner votes. Please note that a follow-up meeting(s) may be called without a 82 new notice being sent to the Members if it is called within sixty (60) days following the preceding 83 meeting. If the follow-up meeting is re -set more than sixty (60) days from the previous meeting, 84 then a new meeting notice must be sent to the Members. 85 86 87 88 Article III, Sectio: S(D), is hereby amended to read as follows: 89 90 Section 5. Meetings. Meetings of the Members of the Association will follow these 91 provisions: 92 93 D. Notice of Meetings. Except as otherwise stated herein, written or printed notices 94 stating the place, day and hour of a meeting and, in case of a special meeting, the purpose 95 or purposes for which the meeting is called must be delivered or mailed by the Secretary 96 of the Corporation to each member of record of the Corporation entitled to vote at the 97 meeting, at such last -known address as appears upon the records of the Corporation, at 98 least ten (10) days before the date of the meeting, but not more than sixty (60) days prior 99 to the meeting. 100 Notices of any meeting may be mailed by first class U.S. Mail. Notices of 101 meetings may also be hand -delivered to an owner's residence. If the owner consents to Page 2 of 9 102 electronic service, then notice of meetings may be provided to owners by email or 103 postings on the Association's website, if the Association has one. 104 The Association does not have a duty to track down new or alternate addresses 105 for an owner. It is the owner's responsibility to make sure the Association has the 106 owner's current mailing or contact information. 107 Notice of any meeting of the members may be waived in writing by any owner or 108 simply by the owner's attendance at the meeting in person, by proxy or by ballot. 109 110 111 112 Article V, Section 1, is hereby amended to read as follows: 113 114 Section 1. Number and QualiCications. The affairs of the Association will be 115 governed and managed by the Board of Directors (collectively called the "Board" or "Directors" 116 and individually called "Director"). As set forth in the Articles of Incorporation, the Board of 117 Directors will be composed of five (5) persons, with the minimum number of Directors being 118 three (3) and the maximum number being five (5). 119 If the number of directors currently serving changes due to the resignation or removal of 120 directors, or if an insufficient number of members volunteer to fill all possible Board positions, 121 the Board will continue to function with the remaining number of directors until those vacancies 122 are filled so long as there are at least three (3) directors serving per IC 23-17-12-3. 123 Per the Declaration a director does not have to be a member of the Association; however, 124 a director must maintain his primary place of residence in the Guilford Park community and not 125 have his membership rights in the Association suspended for any reason as set forth in the 126 Declaration, Articles or these Bylaws. 127 128 129 130 Article V, Section 3, is hereby amended to read as follows: 131 132 Section 3. Term of Office Generally. The Board of Directors will serve their terms 133 on a staggered basis as provided by law, with approximately one-third (1/3) of the Board being 134 open for election each year. Therefore, at the first Annual Meeting following adoption of these 135 bylaws, two (2) directors will be elected to serve a three (3) year term, two (2) directors will be 136 elected to serve a two (2) year term, and one (1) director will be elected to serve a one (1) year 137 term. At all future elections, directors will be elected to serve a three (3) year term of office. 138 Each director will serve his full term and/or until his successor is properly elected and qualified. 139 140 141 142 Article V, Section 4, is hereby amended to read as follows: 143 144 Section 4. Powers. The Board of Directors will have the powers that are reasonable 145 and necessary to perform its duties. Some of these powers include the power- to: 146 147 A. hire a managing agent to assist the Board in performing its duties; 148 149 B. purchase, lease or obtain for the Association any equipment, materials, labor and 150 services that will help the Board perform its functions and duties; 151 Page 3 of 9 152 C. employ legal counsel, architects, contractors, accountants and others to help 153 advise the Board on the business and affairs of the Association; 154 155 D. hire, oversee, and discharge personnel that the Board decides is necessary to help 156 perform the maintenance, upkeep, repair and replacement of the Common Areas; 157 158 E. assess the owners for the costs of performing all of the functions, duties and 159 obligations of the Association as Common Expenses and to pay all such costs 160 from those assessments; 161 162 F. open and maintain a bank account or accounts in the name of the Association; 163 164 G. create, adopt, revise, amend or alter from time to time such additional rules and 165 regulations with respect to use, occupancy, operation, enjoyment, and 166 architectural additions or modifications of the Real Estate, including the 167 individual lots, streets (whether public or private), and the Common Areas, with 168 these rules and regulations being in addition to or supplementing the provisions 169 set forth in the Declaration, as the Board, in its discretion, deems necessary or 170 advisable; provided, however, that copies of any such additional rules and 171 regulations so adopted by the Board must be promptly delivered to all Owners; 172 173 H. take any action, including legal action, if deemed necessary or appropriate, to 174 enforce or gain compliance by any Owner of the provisions, restrictions or 175 requirements within the Declaration, Articles, Bylaws, or the rules and 176 regulations of the Association; 177 178 I. grant to such public or private companies, entities or bodies as the Board may 179 approve, such easements as may be necessary to provide the Lots, Dwelling 180 Units and Common Areas with facilities for utility and similar services, including 181 but not limited to cable television facilities and service; provided that such 182 easements are located within or are co-extensive with any one or more utility 183 easements, maintenance and access easements, landscape and maintenance 184 easements, or Common Areas shown upon, and identified as such on, or provided 185 for in, any subdivision plat of the Development, whether such plat is heretofore 186 or hereafter recorded. 187 188 189 190 Article VII is hereby amended to read as follows: 191 192 Section 1. Committees in General. The Board of Directors, by resolution adopted 193 by a majority of the Board of Directors, may create or appoint one (1) or more committees to 194 assist the Board in carrying out the purposes of the Association. Committee members do not 195 need to be members of the Board of Directors. 196 Each committee, to the extent provided in such resolution or as authorized by the Act, 197 Articles, Declaration, these Bylaws, or the Board, will have the authority and duties assigned to it 198 by the Board, except that no committee may: 199 Unless the Board directs otherwise, the committee's members may determine when the 200 committee meets and how it performs its duties. The Board of Directors has the power at any 201 time to: a) change the number of committee members; b) change the actual members of a 202 committee; and c) end or discharge a committee. The creation of a committee does not relieve Page 4 of 9 203 the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by 204 the Indiana Nonprofit Corporation Act of 1991, as amended. 205 206 Section2. Architectural Review Committee. The Architectural Review Committee 207 ("Committee") will consist of three (3) homeowners, all of whom will be appointed by and serve 208 at the discretion of the Board. Each member of the Committee must be an Owner, and members 209 of the Conunittee may or may not be members of the Board. 210 The Committee will regulate the external design, appearance location of residences, 211 buildings, structures, fences, or other improvements placed on any Lot or in the Common Area in 212 such a manner as to preserve and enhance the value and desirability of the Real Estate for the 213 benefit of each owner and to maintain a harmonious relationship among structures and the natural 214 vegetation and topography. 215 No residence, building, fence, wall, structure or improvement of any type of kind may be 216 constructed, installed or placed on any Lot or within the Common Area without the prior written 217 approval of the Committee. 218 Before constructing, installing or placing any residence, building, fence, wall, structure or 219 other improvement on his Lot, an owner must submit a written architectural request to the 220 Committee and get approval from the Committee for the requested project. 221 The architectural request must include a plot plan, drawn to scale, showing: 222 a. the location of all current structures and improvements existing on the Lot; 223 224 b. the location of the structure or improvement proposed to be constructed or placed 225 upon the Lot in relation to those existing structures and improvements (please show 226 distances or measurements); 227 228 c. the location of the structure or improvement proposed to be constructed or placed 229 upon the Lot in relation to the property lot lines and easements on the lot (please 230 show distances or measurements); 231 232 d. the materials, including color, of the structure or improvement; 233 234 e. any landscaping or other- plants, shrubs, trees, etc. to be installed as part of the 235 project. 236 237 The Committee may refuse to grant permission to construct, place or make the requested 238 improvement, when: 239 240 a. The plans, specifications, drawings or other material submitted 241 are inadequate or incomplete, or show a proposed 242 improvement which is in violation of the Declaration, any 243 subdivision plat of the Development, or properly adopted rule 244 or regulation of the Association; 245 246 b. The design of a proposed improvement is deemed, in the sole 247 opinion of the Committee, to not be in harmony with the 248 general surroundings of the Lot or with adjacent buildings or 249 structures; or 250 251 c. The proposed improvement, or any part thereof, would, in the 252 sole opinion of the Committee, be contrary to the interests, 253 welfare or rights of any other owner. Page 5 of 9 254 255 The Committee shall approve or disapprove proposed architectural requests within 256 twenty (20) days after all required information shall have been submitted to it. The failure of the 257 Committee to approve or deny an architectural request within twenty (20) days shall be treated as 258 a denial of the request. One copy of submitted materials shall be retained by the Committee for 259 its permanent files. All notifications to applicants shall be in writing, and, in the event that such 260 notification is one of disapproval, it shall specify the reason or reasons for such disapproval. 261 Under no circumstance does any member or individual of the Board or Committee have the 262 authority to verbally grant or approve any architectural request or issue a written approval without 263 the proper approval of the respective Board or Committee. Owners in the Development are 264 hereby given notice that any verbal or unauthorized approval for any architectural improvement 265 project is hereby considered invalid and will not act as an estoppel or defense against the Board's 266 or Committee's request for written application for the project or the subsequent denial of the 267 project by the Board or Committee. 268 269 270 271 Article VIII is hereby amended to read as follows: 272 273 ARTICLE VIII 274 275 BOOKS AND RECORDS, ASSESSMENTS AND FISCAL YEAR 276 277 Section L Books and Records in General. Current copies of the Declaration, the 278 Articles, the Bylaws, rules and regulations, other corporate documents concerning the Real Estate 279 or the Association and its operation required to be kept and made available for inspection will be 280 available for inspection by any member or other properly designated party at the principal office 281 of the Association during reasonable business hours or under other reasonable circumstances, 282 where copies of the same may be purchased at reasonable cost. 283 The Association will keep detailed books of account showing all expenditures and receipt 284 of administration which will specify the maintenance and repair expenses of the Common Areas, 285 all easements, and any other expenses incurred by or on behalf of the Association and the 286 members. The accounts, books, records, financial statements, and other papers of the Association 287 will be open for inspection by any member upon written request submitted to the Board at least 288 five (5) days in advance of the inspection date, and said inspection is to be made during 289 reasonable business hours or under other reasonable circumstances. Any holder, insurer, or 290 guarantor of a first mortgage on a Lot will be entitled upon written request to receive a financial 291 statement for the immediately preceding fiscal year. The Association is entitled to reimbursement 292 from the party requesting to inspect records any reasonable administrative or reproduction 293 expenses incurred by the Association as a result of the records request. 294 The Association reserves the right to require any member to request inspection of the 295 accounts, books, records, financial statements, and other papers of the Association according to 296 the requirements set forth under the Indiana Nonprofit Corporation Act of 1991, specifically 297 Indiana Code 23-17-27 et seq., and any amendments or re -codification subsequently adopted 298 thereto. The Association reserves the right to deny an owner access to any records that are not 299 required to be opened for inspection under Indiana law, or if the Association detennines the 300 owner's request; a) was not made in good faith or for a proper purpose; b) the member fails to 301 describe with reasonable particularity the purpose and the records the member desires to inspect; 302 or c) the records requested are not directly connected to the stated purpose for the request. 303 Pave 6 of 9 304 Section 2. Assessments. Each Owner is obligated to pay to the Association annual and 305 special assessments as more specifically described in the Declaration. The assessments are 306 secured by a continuing lien upon the property against which the assessment is made. Any 307 assessments which are not paid within thirty (30) days are considered delinquent. 308 If the assessment is not paid within thirty (30) days after the assessment falls due, the 309 assessment may bear interest from the date of delinquency at a rate of twelve percent (12%) per 310 annum until paid in full. In lieu of interest, the Association may impose reasonable late fees on 311 all delinquencies. The Board will determine the amount of the late fee, the time period before the 312 late fee is imposed, the rate of the late fee (i.e. annually, monthly, quarterly, etc.) and to make any 313 other provisions for late fees and/or interest charges on late payments as the Board, in its sole 314 discretion, deems appropriate. The Board may also adopt specific collection procedures to be 315 used in collecting assessments and pursing delinquent accounts. 316 If the Association incurs administrative fees or expenses as a result of collecting 317 delinquent amounts, including fees charged to the Association by the Association's management 318 company as part of a contractual agreement for the handling of collection matters for the 319 Association, the Owner must reimburse the Association these fees. 320 If the Association employs legal counsel to pursue the collection of unpaid amounts owed 321 to the Association, the Owner must reimburse to the Association any collection costs or expenses 322 for the sending of collection letters or other correspondence or communication prior to the filing 323 of legal action, or for the Association's attorney to take any other action in an attempt to collect 324 the unpaid amounts. 325 The Association may bring an action at law against the Owner personally obligated to 326 pay the assessments or charges, or it may foreclose the lien against the property, or both, and 327 there will be added to the amount of the Owner's account balance the costs of preparing the 328 collection notices and letters, preparing and filing the complaint in such action, interest or late 329 fees on any assessment as above provided, administrative or management company charges for 330 the handling of the collection account, and reasonable attorneys' fees, together with the court 331 costs of the action. 332 In addition, an Owner who becomes more than thirty (30) days delinquent on any 333 assessment or other payment due to the Association will not be eligible to: a) vote on any 334 Association matter, either in person or by proxy; b) be elected or serve on the Association's 335 Board of Directors; or c) use any of the Common Area facilities, if any. 336 337 S.eCtion 3. l:i5eal Year. The fiscal year of the Association begins at the beginning of the 338 first day of January in each calendar year and ends at the close of the last day of December of the 339 same calendar year. 340 341 342 343 Article X, Section I, is hereby amended to read as follows: 344 345 Section 1. The Board of Directors of the Corporation has the power, without the 346 assent of the Members, to make, alter, amend, or repeal the Bylaws of the Corporation. 347 348 [End of Bylaw Amendments] 349 350 351 352 Page 7 of 9 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 The undersigned hereby certifies that these Amendments to the Code of Bylaws of Guilford Park Homeowners Association, Inc. was duly moved and passed at a regular or special meeting of the Board of Directors of the Association. GUILFORD PARK HOMEOWNERS ASSOCIATION, INC. Pres77 ident (!.Cl— /m kJL Printed Name of Director ATTEST: '�Z� 6� �� Secretary �4tA RL - Printed Name of Director A11q Date Date Page 8 of 9 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 STATE OF INDIANA COUNTY OF 1 c fbirp pie 8. Notary Public in and.for said Cots Uy and State, personally appeared r and the President and Secretary, respectively, of Guilford Park Homeowners Association, Inc., who acknowledged execution of the foregoing Amendments to the Code of Bylaws of Guilford Park Homeowners Association, Inc. and who, having been duly sworn, stated that the representations contained herein are true. 4�tar y hand and Notaria Seal of this day of 2014. kublicSignature County of Residence Printed VALERIE L. ATWELL My Commission Expires °`""yT'= Marian CoUr?ty My Commission Expires 7g Oclobar23, P 016 I hereby affirm, under the penalties for perjury, that 1 have taken reasonable care to redact each Social Security number in this document, unless required by law. —Scott A. Tanner 429 This document was prepared by and should be returned to: 430 Scott A. Tanner, TANNER LAW GROUP, 6125 S. East St. (U.S. 31), Indianapolis, 1N 46227 431 Page 9 of 9