HomeMy WebLinkAboutSycamore Farms - Revised Bylaws 20112011044486 MISC $53.00
09/14/2011 02:21:07P 19 PGS
Mary L. Clark
HAMILTON County Recorder IN
Recorded as Presented
11111111111111111111111111111111111111111111111111111111111111 IN IN
Cross -Reference:
Sycamore Farm, Section 1 (Plat), Instrument # 9609639017
Sycamore Farm, Section 2 (Plat), Instrument # 9709729206
Sycamore Farm, Declaration of Covenants, Section 1, Instrument # 9609639016
Sycamore Farm, Declaration of Covenants, Section 2, Instrument # 9609651611
REVISED AND RESTATED
CODE OF BY-LAWS
for
SYCAMORE FARM HOMEOWNERS ASSOCIATION, INC.
COMES NOW the Sycamore Farm Homeowners Association, Inc., by its Board of Directors, on this
/3 day of h, be✓ , 20_�, and states as follows:
WITNESSETH THAT:
WHEREAS, the residential community in Carmel, Hamilton County, Indiana commonly known
as Sycamore Farm was established upon the recording of certain Plats and other documents with the
Office of the Recorder for Hamilton County, Indiana; and
WHEREAS, the Plat for Sycamore Farm , Section 1, was recorded with the Office of the
Hamilton County Recorder on September 16, 1996, as Instrument # 9609639017, said Plat also
containing Plat Covenants ("Section 1 Plat Covenants") which run with the land, and cross referencing
the Declaration of Covenants, Conditions and Restrictions for Sycamore Farm ("Section I Declaration"),
recorded with the Office of the Hamilton County Recorder on September 16, 1996, as Instrument #
9609639016; and
WHEREAS, the Plat for Sycamore Farm , Section 2, was recorded with the Office of the
Hamilton County Recorder on July 21, 1997, as Instrument # 9709729206, and amended on December
8, 1997, as Instrument # 9709752834, said Plat also containing Plat Covenants ("Section 2 Plat
Covenants") which run with the land, and cross referencing the Declaration of Covenants, Conditions and
Restrictions for Sycamore Farm ("Section 2 Declaration"), recorded with the Office of the Hamilton
County Recorder on December 6, 1996, as Instrument # 9609651611; and
WHEREAS, both the Section 1 Declaration and Section 2 Declaration states that by taking a
deed to any Lot as set forth on the above listed Plats for the Sycamore Farm development, each owner
becomes a mandatory member of the subdivision's homeowner's association known as Sycamore Farm
Homeowners Association, Inc. ("Association"), an Indiana nonprofit corporation; and
Page I 1
WHEREAS, the Association was incorporated pursuant to the above listed Declaration as a non-
profit corporation pursuant to Articles of Incorporation ("Articles") filed with, and approved by, the
Indiana Secretary of State on January 7, 1997; and
WHEREAS, the Association's Initial Board of Director(s) adopted a Code of Bylaws
("Bylaws"), as may have been amended from time to time thereafter, for the Association and the
homeowners within Sycamore Farm; and
WHEREAS, the Articles of Incorporation, Article X, Section 4, and the Bylaws, Article VII,
Section 1, states that the Board of Directors of the Corporation shall have the power to make, alter, amend
or repeal the Bylaws of the Corporation by an affirmative vote of a majority of the members of the Board
of Directors; and
WHEREFORE, pursuant to the authority granted to the Board of Directors by the Articles and
Bylaws, a majority of the Board of Directors have voted to adopt this Revised and Restated Code of
Bylaws to replace the current Bylaws. This Revised and Restated Code of Bylaws does not conflict in
any manner with any provision contained in the Declaration or the Articles of Incorporation, and it is the
intention of the Association that this Revised and Restated Code of Bylaws shall replace all formerly
adopted Bylaws and any Amendments thereto.
[End of Recitals]
Page 12
REVISED AND RESTATED
CODE OF BY-LAWS
for
SYCAMORE FARM HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
Identification
Section 1. Name. The name of the corporation is "Sycamore Farm Homeowners Association,
Inc." (hereinafter referred to as "Corporation" or "Association").
Section 2. Principal Office and Resident Agent. The name and post office address of the
registered office of the Association is: Sycamore Farm Homeowners Association, Inc., P.O. Box 3898,
Carmel, IN 46082, or as updated from time to time with the Indiana Secretary of State's Office.
The registered agent of the corporation is currently Robert Glavan, 11493 Regency Lane, Carmel,
IN 46033. However, it should be noted that the registered agent is generally a member of the Board of
Directors, and can potentially change from year to year as the membership of the Board changes.
Therefore, the current registered agent of the Association can be determined through the most recent
annual business entity report filed with the Indiana Secretary of State's office.
Until the Board of Directors otherwise determines, the registered office of the Association shall
be the registered place of business of the Association, but such registered office may be changed from
time to time by the Board of Directors in the manner provided by law and need not be identical to the
registered place of business of the Association.
ARTICLE II
Definitions
Section 1. "Act" means the Indiana Nonprofit Corporation Act of 1991 and any subsequent
amendments thereto.
Section 2. "Articles of Incorporation" or "Articles" means the Articles of Incorporation of the
Corporation filed with the Office of the Secretary of State of Indiana, as the same are or hereafter may be
amended from time to time.
Section 3. "Association" or "Corporation" shall mean and refer to Sycamore Farm Homeowners
Association, Inc.
Section 4. "Board of Directors" means the Board of Directors of the Corporation.
Section 5. "Bylaws" means the most current Code of Bylaws, including any amendments or
revisions, adopted by the Association.
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Section 6. "Declarant" or "Developer" shall mean C.P. Morgan Communities, L.P., and any
successors and assigns of it whom it designates in one or more written recorded instruments to have the
rights of Developer under the Declaration, including, without limitation, any mortgagee acquiring title to
any portion of the Property (as such term is defined in the Declaration) pursuant to the exercise of rights
under, or foreclosure of, a mortgage executed by Developer.
Section 7. "Declaration" or "Declarations" shall mean and refer collectively to both the
Declaration of Covenants, Conditions and Restrictions for Sycamore Farm ("Section 1 Declaration"),
recorded with the Office of the Hamilton County Recorder on September 16, 1996, as Instrument #
9609639016; and the Declaration of Covenants, Conditions and Restrictions for Sycamore Farm
("Section 2 Declaration"), recorded with the Office of the Hamilton County Recorder on December 6,
1996, as Instrument # 9609651611, and all subsequent amendments thereto, unless it is noted that a
reference is made to only the Declaration for a specific Section.
Section 8. "Director" means a member of the Board of Directors, elected or appointed in
accordance with these Bylaws.
Section 9. "Owner" also referred to as "Member", shall mean and refer to a person who has or
is acquiring any right, title or interest, legal or equitable, in and to a lot, but excluding those persons
having such interest merely as security for the performance of an obligation.
Section 10. "Pro a ", "Properties", "Real Estate" and "Tract" shall mean and refer to the real
estate described in the Declaration of the Sycamore Farm Subdivision, identified in the Exhibits attached
to the Declaration and/or set forth on the various recorded Plats of the Development, and any property
subsequently annexed thereto pursuant to the Declaration.
Section 11. All other terms used in these Bylaws not set forth herein are to be interpreted as
defined and used in the Declaration.
ARTICLE III
Membership, Meetings, and Voting Rights
Section 1. Membership: Reference is hereby made to the Declaration and the Articles of
Incorporation which sets forth terms, provisions, and conditions governing and relating to membership in
the Association transfer of membership and voting rights of classes of Members, all of which terms,
provisions and conditions are incorporated herein by reference.
Section 2. Quorum and Adjournments: At any meeting of the membership, unless otherwise
set forth in the Declaration of Covenants, the presence of Members, in person or by proxy, entitled to cast
fifteen percent (15%) of the total number of valid and eligible Owner votes shall constitute a quorum. For
purposes of this section, the term "eligible" means any Owner whose privileges are not suspended for any
reason as set forth in the Declaration, Articles or these Bylaws. If a Member has had his voting rights
suspended pursuant to the Declaration, Articles or these Bylaws, that vote is not considered a valid or
eligible vote toward calculating quorum requirements. After a Member's vote is represented, either in
person or by proxy, for any purpose at a meeting, the vote will be considered present for quorum purposes
for the remainder of the meeting and for any adjournment of that meeting. Except as otherwise provided
in the Declaration, Articles or these Bylaws, each question or action shall be deemed passed if approved
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by a simple majority of the eligible votes cast by the Members present, in person or by proxy, at a
meeting at which a quorum is present.
In the event a quorum is not present at any meeting called under authority of these Bylaws, that
meeting may be adjourned to another date not more than sixty (60) days later. At this subsequent
meeting, or meetings, the quorum shall drop to ten percent (10%) of the total number of valid and eligible
Owner votes.
Section 3. Meetings: Meetings of the Members of the Association shall be in accordance with
the following provisions:
A. Place. Meetings of the Members shall be held at such place in Hamilton County,
Indiana, as may be designated by the Board of Directors of the Association.
B. Annual Meeting. The annual meeting of the Association shall be held in November of
each year. However, if for some reason the annual meeting cannot be held in the month
of November, the Board may select another date to hold the annual meeting; provided
that the annual meeting must be held no more than fifteen (15) months after the previous
annual meeting. The specific date, time and place of the annual meeting are to be
determined by the Board of Directors. At each annual meeting, the Members shall elect
the Board of Directors of the Association in accordance with the provisions of these
Bylaws and transact such other business as may properly come before the meeting.
C. Special Meetings. A Special Meeting of the Lot Owners may be called by the President,
by resolution approved by a majority of the Board of Directors, or upon written petition
signed by not less than ten percent (10%) of the Lot Owners. The petition shall be
presented to the President or Secretary of the Association and shall state the purposes for
which the meeting is to be called. Such purposes, along with the date, time and location
of the special meeting shall be stated in the notice of the meeting which is sent to the Lot
Owners. No business shall be transacted at a Special Meeting except as stated in the
notice of the meeting, unless all the Lot Owners are present.
D. Notice of Meetings. Written or printed notices stating the place, day and hour of a
meeting and, in case of a special meeting, the purpose or purposes for which the meeting
is called shall be delivered or mailed by the Secretary of the Corporation to each member
of record of the Corporation entitled to vote at the meeting, at such address as appears
upon the records of the Corporation, at least then (10) days before the date of the
meeting. If the owner consents to electronic service, then notice of meetings may also be
provided to owners by email or postings on the Association's website, if one. Notice of
any meeting of the members may be waived in writing by any member if the waiver sets
forth in reasonable detail the purpose or purposes for which the meeting is called and the
time and place thereof. Attendance at any meeting in person or by proxy shall constitute
a waiver of notice of such meeting.
E. Order of Business. The order of business at meetings of the members shall, to the extent
applicable, be as follows:
1. Call to Order.
2. Reading of minutes of preceding meeting.
3. Reports of officers.
4. Reports of committees.
5. Treasurer's Report and review of Annual Budget (if an annual meeting).
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6. Election of director(s) (if an annual meeting).
7. Unfinished business.
8. New business.
9. Adjournment.
Section 4. Voting at Meetings.
A. Voting Rights. Unless otherwise suspended, each Lot shall be entitled to cast one (1) vote
on each issue properly brought before the membership. In the event any Lot is owned by
more than one person, such persons shall decide among themselves which owner with
respect to such Lot who shall be entitled to vote at a meeting of the members. In the event
the lot is owned by a corporation or other entity, that entity may appoint a representative to
cast the vote(s) for the lot.
B. Proxies. A Member may vote either in person or by his duly authorized and designated
proxy. Where a Member's vote is by proxy, the Member shall duly designate his proxy in
writing and deliver it to the Secretary of the Corporation or any other officer or agent of the
Association authorized to tabulate votes. The proxy is effective once it is received by the
Association; however, a proxy may be revoked in writing by the Member prior to being
exercised or by the Member's personal attendance at the meeting where the vote is to be
taken. If a member signs more than one proxy appointment, the latest in time, if possible to
determine, is considered to be valid. A proxy must contain the Member's printed name,
address or Lot number, the Member's signature, and the date the proxy is executed (signed).
A proxy is only valid for eleven (11) months from the date of its execution unless a longer or
shorter period of validity is expressly set forth in the proxy.
C. Majority Required. Except as otherwise provided in the Declaration, Articles, these
Bylaws, or Indiana law, each question or action voted upon at any member meeting shall be
deemed passed if approved by a simple majority of the eligible votes cast by the Members
present, in person or by proxy, at the meeting at which a quorum is present.
D. Suspension of Voting Rights. No Member shown on the books or management accounts of
the Association to be more than thirty (30) days delinquent in any payment due to the
Association shall be eligible to vote, either in person or by proxy.
For purposes of this provision, the thirty (30) day period begins on the first day of the
fiscal year or the due date of the assessment as set by the Board of Directors pursuant to its
authority as set forth in the Declaration, whichever is later in time. If the amount due to the
Association is for an obligation other than assessments, such as reimbursement for a
covenant violation or court judgment, then the thirty (30) day period shall start on the date
the amount became due.
The term "payment" means the payment of all amounts due to the Association, including
any assessments, collection fees, interest, late fees, attorney fees, court costs, or other sums
that are owed to the Association. As a result, if any Owner is paying the Association on a
payment plan or agreement, and that payment arrangement does not pay the entire amount
due to the Association within thirty (30) days of becoming due, then that Owner's voting
rights will stay suspended until the entire amount due to the Association is paid in full.
In addition, payment of delinquent accounts by any method other than cash at a meeting
where a vote will be held does not end any suspension under this provision until the funds
from the payment are actually received by the Association. The Board of Directors shall be
free to adopt additional rules regarding the suspension of voting rights they deem necessary
or appropriate for the failure of an Owner to pay any sums owed to the Association.
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Section 5. Action by Written Ballot, Etc. Any action required or permitted to be taken at any
meeting of the Members may be taken by written ballot with or without a meeting if the Association
delivers a written ballot to every owner eligible to vote on the matter. To be valid, the ballot must
contain:
a) the printed name of the lot owner;
b) the signature of the lot owner;
c) the lot(s) owned or being purchased by the lot owner; and
d) the date the ballot is being signed.
Approval by written ballot is only valid if -
a) the number of votes cast in person and/or by ballot equals or exceeds the quorum required to
be present at a meeting authoring such action; and
b) the number of approvals equals or exceeds the number of votes required to approve the matter
at a meeting.
The written ballot must set forth each proposed action and provide an opportunity for the owner
to vote for or against each proposed action. A solicitation, or request, for votes by written ballot must
indicate:
a) the number of responses needed to meet the quorum requirements;
b) the percentage of approvals necessary to approve each matter, other that the election of
directors; and
c) specify the time by which a ballot must be received by the Association to be counted.
Ballots may be mailed to or personally delivered to the Association's registered office prior to the
meeting date; however, unless otherwise stated on the ballot, all ballots cast by owners NOT attending the
meeting must be RECEIVED at the Association's registered office by the end of business at least three
(3) business days prior to the date of the meeting in order to be counted. Unless otherwise stated on the
ballot, any ballots received less than three (3) days prior to the meeting date shall not be counted unless
cast in person by the owner, or his proxy, at the meeting. The Board of Directors may adopt additional
voting procedures for submitting and processing ballots.
If an owner signs or submits more than one ballot, the latest in time, if possible to determine, is
considered to be valid. However, if an owner signs or submits more than one ballot, and it is not possible
to determine which ballot is to be used, the Board may reject all ballots submitted by that owner.
In addition, voting and meeting participation may be held or performed in any manner set forth in
the Act or deemed acceptable by the Courts as a practical way to collect votes and allow Members to
participate in Association actions.
ARTICLE IV
Nomination and Election of Directors
Section 1. Nominations. Nominations for the Board of Directors may be made by any Owner
from those persons eligible to serve. Such nominations may be made in writing and presented to the
Secretary of the Association prior to the date of the annual meeting. The Board has the authority to set a
deadline date for submitting written nominations prior to the annual meeting.
Page 17
If an insufficient number of written nominations are received prior to the date of the annual
meeting to fill all Board positions open for elections at the annual meeting, then oral nominations will be
accepted from the floor prior to voting on any open Directorship position.
If a sufficient number of written nominations are received prior to the date of the annual meeting
to fill all Board positions open for elections at the annual meeting, then the presiding officer of the annual
meeting has the sole discretion to either: 1) stand on the submitted written nominations; or 2) accept
additional oral nominations from the floor, prior to voting on any open Directorship position.
Section 2. Election. Voting on each position for the Board of Directors shall be by paper ballot
containing the signature, printed name and address of the Owner casting the ballot. Written balloting may
be waived by proper motion at the annual meeting and voting conducted by a voice vote or show of hands
in circumstances where the number of nominees does not exceed the number of Board positions open for
election (i.e. 2 nominees for 2 open directorships).
Each Owner, or their proxy, may cast the total number of votes to which he is entitled to cast for
as many nominees as are to be elected; however, cumulative voting shall not be allowed. Those persons
receiving the highest number of votes shall be elected.
At any director election where the terms of those directors being elected are to be staggered, the
highest vote recipient shall be elected to the longest term, the second highest vote recipient shall be
elected to the second longest term, and so on until all director positions being elected are filled. If there is
a tie for directorship positions of differing term lengths (i.e. two (2) persons both receive fifteen (15)
votes, but one (1) is to serve a two (2) year term and one (1) is to serve a one (1) year term), the directors
may agree to which term each will serve without the need for a new run-off vote. If the directors cannot
resolve the term dispute by agreement, then the presiding officer shall have the sole discretion to decide
the issue by either 1) conducting a run-off ballot vote by the members; or 2) the flip of a coin.
In the event no quorum is present at an annual meeting of the Association, or if a sufficient
number of candidates cannot be found to fill all open Board vacancies at the annual meeting, whether by
slating, written petition or oral nomination, then the remaining members of the Board of Directors may
fill any directorship positions open for election at the annual meeting. Any Director so appointed to fill
an open position on the Board of Directors shall serve the same term as if elected by the members at the
annual meeting.
Section 3. Conducting Elections by Ballot. The election of directors may be conducted by
ballot so that owners may select their nominees and send in their votes prior to the annual or special
meeting. If the election of directors is conducted by ballot voting, then nominations must be made in
writing and presented to the Secretary of the Association prior to the date of sending out the ballot. The
Board has the authority to set a deadline date for submitting written nominations prior to sending out the
ballot. If the election of directors is conducted by ballot voting, then NO nominations may be submitted
from the floor at the annual or special meeting.
ARTICLE V
Board of Directors
Section 1. Number, Qualifications and Term of Office.
(a). Number. The affairs of the Association shall be governed and managed by the Board of
Directors (herein collectively called the "Board" or "Directors" and individually called "Director"). The
Board of Directors shall be composed of five (5) persons if possible, with the minimum number of
Directors being three (3) and the maximum number being nine (9). The exact number of Directors may
Page 18
be increased or decreased, as permitted by law, by resolution of the Board of Directors. If the number of
directors currently serving changes due to the resignation or removal of directors, or if an insufficient
number of members volunteer to fill all possible Board positions, the Board shall continue to function
with the remaining number of directors until those vacancies are filled so long as there are at least three
(3) directors serving.
(b). Qualifications. A director must be a titled owner who maintains his primary place of
residence in the Sycamore Farm community and not have their membership rights in the Association
suspended for any reason as set forth in the Declaration, Articles or these Bylaws. Any spouse of a titled
owner may also serve on the Board of Directors even though they may not be a record owner of the lot.
No Lot may be represented by more than one person or representative on the Board of Directors
at the same time.
(c). Term of Office Generally. Currently, all of the directors are serving two (2) year terms as
set forth in the Bylaws effective at the last general election of directors held in 2009. The current
directors wish to fulfill their two (2) term obligation; however, the current Board wishes to establish a
term rotation for the Board of Directors in the future. Therefore, at the annual meeting to be held in
November 2011, which is the next general election of directors scheduled to be held after this Revised
and Restated Code of Bylaws is adopted, two (2) Directors shall be elected to serve a three (3) year term
of office, two (2) Directors shall be elected to serve a two (2) year term of office, and one (1) Director
shall be elected to serve a one (1) year term of office. At all directorship elections held thereafter, all
directors shall be elected to serve a three (3) year term of office. All directors shall serve their full term
and/or until their respective successors are properly elected and qualified.
In the event that the number of Directors is increased or decreased by resolution of the Board, the
election terms, or rotation, of said Directors shall be determined by the Board at the time the increase or
decrease is approved, so long as the election of Directors continues to be staggered in approximately one-
third (1/3) fashion. If multiple directors are being appointed by the Board to fill staggered Board
vacancies, then the Board shall determine which appointee shall serve each respective staggered term. A
Director may serve any number of consecutive terms.
In the event no quorum is present at any annual meeting of the Association, then the remaining
Board of Directors may fill any directorship positions open for election at the annual meeting. Any
Director so appointed to fill an open position on the Board of Directors shall serve the same term as if
elected by the members at the annual meeting.
Section 2. Vacancies and Removal.
(a). Vacancies. Any vacancy that shall occur in the Board of Directors due to the death,
resignation, or removal of a director shall be filled by a majority vote of the remaining Directors and shall
serve the remaining term of the vacant directorship. However, if a vacancy is caused by a Director being
removed from the Board by a vote of the Membership at a special meeting called for that purpose, then a
majority of the members in attendance at that meeting shall select a replacement(s) to fill the position(s)
of the removed Director(s). Any Director elected by the members to fill a vacancy on the Board shall
serve the unexpired portion of the Board term of the vacant Director position.
(b). Removal. Any Director may be removed from the Board of Directors, with or without
cause, by a majority vote of the Members of the Corporation at a meeting of the Members called
expressly for that purpose.
Pursuant to Indiana Code 23-17-12-10, as may be amended or re -codified from time to time, the
Board of Directors also has the right to remove a Director from the Board "for cause" by a majority vote
of the Board.
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For purposes of this provision, an act that constitutes "for cause" includes, but is not limited to: a)
failing to attend three (3) or more consecutive meetings of the Board of Directors; b) becoming ineligible
to serve on the Board pursuant to any terms set forth in the Declaration, Articles or these Bylaws; c) acts
of fraud, theft, deception, or criminal behavior; d) breach or disclosure of confidential Board or owner
information or discussions to person(s) not on the Board; or e) any other actions not authorized by the
Board which hinder or bypass the authority of the Board to act as a whole.
Determination of whether "for cause" has been sufficiently established to justify removal of a
Director is left to the sole discretion of the members or the remaining Directors. The vacancy of a
Director removed by the Members at a special meeting or a vacancy of a directorship due to a Director
being removed by a vote of the Board shall be filled pursuant to the vacancy provisions within these
Bylaws.
Section 3. Duties of the Board of Directors. The Board of Directors shall be the governing
body of the Association representing all of the Owners and being responsible for the functions and duties
of the Association, including but not limited to, providing for the administration of the Real Estate, the
management, maintenance, repair, upkeep and replacement of the Common Area (unless the same are
otherwise the responsibility or duty of Owners), and the collection and disbursement of the Common
Expenses. The Board may employ a Managing Agent upon such terms as the Board shall find, in its
discretion, reasonable and customary. The Managing Agent, if one is employed, shall assist the Board in
carrying out its duties, which include, but are not limited to:
(a) maintenance, repair and replacement of the Common Areas, unless the same are
otherwise the responsibility or duty of Owners of Lots; provided, however, that this duty
shall not include or be deemed or interpreted as a requirement that the Association, the
Board or any Managing Agent must provide any on -site or roving guards, security service
or security system for protection or surveillance, and the same need not be furnished;
(b) procuring of utilities in connection with the Common Areas (to the extent the same are
not provided and billed directly to Owners of Lots and Dwelling Units by utility
companies);
(c) landscaping, painting, decoration, furnishing, and maintenance and upkeep. of, the
Common Areas;
(d) assessment and collection from the Owners of the Owners' respective shares of the
Common Expenses;
(e) preparation of the annual budget, a copy of which will be in
or delivered to each
Owner;
(f) preparing and delivering annually to the Owners a full accounting of all receipts and
expenses incurred in the prior year;
(g) keeping a current, accurate and detailed record of receipts and expenditures affecting the
Common Areas and the business and affairs of the Association, specifying an itemizing
the Common Expenses;
(h) procuring and maintaining for the benefit of the Association, the Owners, any Managing
Agent and the Board the insurance coverage required under this Declaration and such
other insurance coverage as the Board, in its sole discretion, may deem necessary or
advisable;
(i) paying taxes and assessments assessed against and payable with respect to the Common
Areas and paying any other necessary expenses and costs in connection with the
Common Areas;
(j) enforcing all covenants, restrictions, bylaws and rules and regulations in the Declaration,
Articles, Bylaws or adopted rules and regulations;
(k) all duties and obligations imposed upon the Association or the Board under this
Declaration, the Articles, the Bylaws or the Act.
Page 110
Section 4. Powers of the Board of Directors. The Board of Directors shall have such powers
as are reasonable and necessary to accomplish the performance of their duties. These powers include, but
are not limited to, the power:
(a) to employ a Managing Agent to assist the Board in performing its duties;
(b) to purchase, lease or otherwise obtain for the Association, to enable it to perform its
functions and duties, such equipment, materials, labor and services as may be necessary
in the judgment of the Board of Directors;
(c) to employ legal counsel, architects, contractors, accountants and others as in the
judgment of the Board of Directors may be necessary or desirable in connection with the
business and affairs of the Association;
(d) to employ, designate, discharge and remove such personnel as in the judgment of the
Board of Directors may be necessary for the maintenance, upkeep, repair and
replacement of the Common Areas, and to perform all other maintenance, upkeep, repair
and replacement duties of the Association and -the Board;
(e) to include the costs of performing all of its functions, duties and obligations as Common
Expenses and to pay all such costs there from;
(f) to open and maintain a bank account or accounts in the name of the Association;
(g) to create, adopt, revise, amend or alter from time to time such additional rules and
regulations with respect to use, occupancy, operation, enjoyment, and architectural
additions or modifications of the Real Estate, including the individual lots, streets
(whether public or private), and the Common Areas, said rules and regulations being in
addition to the rules and restrictions set forth in the Declaration, as the Board, in its
discretion, deems necessary or advisable; provided, however, that copies of any such
additional rules and regulations so adopted by the Board shall be promptly delivered to
all Owners;
(h) To take any and all appropriate action, including legal action, if necessary, to enforce or
gain compliance by all Owners of the provisions, restrictions or requirements within
Declaration, Articles, Bylaws, or rules and regulations of the Association;
(i) to grant to such public or private companies, entities or bodies as the Board may approve,
such easements as may be necessary to provide the Lots, Dwelling Units and Common
Areas with facilities for utility and similar services, including but not limited to cable
television facilities and service; provided that such easements are located within or are
co -extensive with any one or more utility easements, maintenance and access easements,
landscape and maintenance easements, or Common Areas shown upon, and identified as
such on, or provided for in, any subdivision plat of the Real Estate, whether such plat is
heretofore or hereafter recorded.
Section 5. Limitation on Board Action. The authority of the Board to enter into contracts shall
be limited to contracts involving a total expenditure of less than $10,000.00 per year, or ten percent (10%)
of the annual budget, whichever is greater, without obtaining the prior approval of a majority of the
Owners voting, in person and by proxy, at a special meeting called to approve such expenditure, except
that in the following cases such approval of the membership shall not be necessary:
A. Contracts for replacing or restoring portions of the Common Areas damaged or destroyed
by fire or other casualty where the cost thereof is payable out of insurance proceeds
actually received or for which the insurance carrier has acknowledged coverage;
B. Proposed contracts and proposed expenditures expressly set forth in the annual budget;
C. Expenditures necessary to repair or replace common areas as required by local or state
law;
D. Expenditures incurred to pursue enforcement of any provision, restriction or requirement
within Declaration, Articles, Bylaws, or rules and regulations of the Association; or to
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defend the Association or any of its directors, officers, managers or agents regarding any
legal action;
E. Expenditures necessary to deal with emergency conditions in which the Board of
Directors reasonably believes there is insufficient time to call a meeting of the Owners.
Section 6. Annual Meeting. The Board of Directors shall meet annually, without notice,
immediately following, and at the same place as, the annual meeting of the Voting Members.
Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such
regular intervals, without notice, at such place and hour as may be determined from time to time by
resolution of the Board of Directors. Should said meeting fall upon a legal holiday, then that meeting
shall be held at the same time on the next day which is not a legal holiday.
Section S. Special Meetings. Special meetings of the Board of Directors may be called by the
President or by a majority of the members of the Board of Directors, at any place within or without the
State of Indiana, upon twenty-four (24) hours notice, specifying the time, place and general purposes of
the meeting, given to each Director personally, by telephone or email, or notice may be given by U.S.
Mail if sent, via first class, postage pre -paid, mail at least three (3) days before such meeting.
Section 9. Notice and Waiver of Notice. Notices of Board meetings shall be given to each
Director as set forth in these Bylaws. A Director waives formal meeting notice requirements by attending
the meeting or by voting in writing or email on any issue addressed at a meeting of the Board.
Section 10. Ouorum. A majority of the entire Board of Directors then qualified and acting shall
constitute a quorum and be sufficient for transaction of any business, except for filling vacancies in the
Board of Directors which shall require action by a majority of the remaining Directors. Any act of the
majority of the Directors present at a meeting at which a quorum shall be present shall be the act of the
Board unless otherwise provided for by law or by these Bylaws. A majority of the Directors present may
adjourn any meeting from time to time. Notice of an adjourned meeting need not be given other than by
announcement at the time of adjournment.
Section 11. Attendance at Board Meeting. Any board member may participate in a board
meeting telephonically, such as a conference call, or electronically, such as email or internet video
transmission, or other internet or electronic communication.
Section 12. Action Taken Without a Meeting. Any action required or permitted to be taken at
a meeting of the Board of Directors or any committee may be taken without a meeting if the action is
approved by a majority of the entire Board in writing or via email, and so long as evidence of the written
or email approval is made a part of the corporate Board minutes or records.
Section 13. Compensation. No Director shall receive compensation for any service he may
render to the Association as such director. However, any Director may be reimbursed for his actual
expenses incurred in the performance of his duties, and any Director may be paid and compensated for
services rendered to the Association in a capacity other than as a director.
Section 14. Non -Liability of Directors. The Directors shall not be liable to the Owners or any
other Persons for any error or mistake of judgment exercised in carrying out their duties and
responsibilities as Directors, except for their own individual willful misconduct, bad faith or gross
negligence. The Association shall indemnify and hold harmless and defend each of the Directors against
any and all liability to any person, firm or corporation arising out of contracts made by the Board on
behalf of the Association, unless any such contract shall have been made in bad faith. It is intended that
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the Directors shall have no personal liability with respect to any contract made by them on behalf of the
Association.
Section 15. Additional Indemnity of Directors. The Association shall indemnify, hold
harmless and defend any person, his heirs, assigns and legal representatives, made a party to any action,
suit or proceeding by reason of the fact that he is or was a Director of the Association, against the
reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection
with the defense of such action, suit or proceeding, or in connection with any appeal therein, except as
otherwise specifically provided herein in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such Director is liable for gross negligence or misconduct in the
performance of his duties. The Association shall also reimburse to any such Director the reasonable costs
of settlement of or judgment rendered in any action, suit or proceeding, if it shall be found by a majority
vote of the Owners that such Director was not guilty of gross negligence or misconduct. In making such
findings and notwithstanding the adjudication in any action, suit or proceeding against a Director, no
Director shall be considered or deemed to be guilty of or liable for negligence or misconduct in the
performance of his duties where, acting in good faith, such Director relied on the books and records of the
Association or statements or advice made by or prepared by the Managing Agent (if any) or any officer or
employee thereof, or any accountant, attorney or other person, firm or corporation employed by the
Association to render advice or service unless such Director had actual knowledge of the falsity or
incorrectness thereof; nor shall a Director be deemed guilty of or liable for negligence or misconduct by
virtue of the fact that he failed or neglected to attend a meeting or meetings of the Board of Directors.
Section 16. Bond. The Board of Directors may provide surety bonds and may require the
managing agent (if any), the treasurer of the Association, and such other officers as the Board deems
necessary, to provide surety bonds, indemnifying the Association against larceny, theft, embezzlement,
forgery, misappropriation, wrongful, abstraction, willful misapplication and other acts of fraud or
dishonesty, in such sums and with such sureties as may be approved by the Board of Directors and any
such bond shall specifically include protection for any insurance proceeds received for any reason by the
Board. The expense of any such bonds shall be a Common Expense.
ARTICLE VI
Officers
Section 1. In General. The officers of the Corporation shall be members of the Board of
Directors and may consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such
other officers or assistant officers as the Board shall from time to time create and so appoint. Any two (2)
or more offices may be held by the same person, except that the duties of the President and Secretary shall
not be performed by the same person.
Section 2. Election and Terms. Each officer shall be elected by the Board of Directors at the
Board's annual meeting, and shall hold office until the next annual meeting of the Board or until his
successor shall have been elected and qualified or until his death, resignation or removal.
Section 3. Vacancies and Removal. Whenever any vacancy shall occur in any office by death,
resignation, increase in the number of officers of the Corporation, or otherwise, the vacant office shall be
filled by the Board of Directors, and the office so elected shall hold office until the next annual meeting of
the Board or until his or her successor is duly elected and appointed.
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Any officer may be removed at any time, with or without cause, by vote of a majority of the
whole Board. A Director removed from a particular office shall continue to serve on the Board of
Directors, and may be re -appointed to a different office or may serve on the Board without an officer
designation.
Section 4. President. The President shall be the chief executive officer of the Corporation; shall
preside at all meetings of Voting Members and of the Board of Directors; shall have general and active
supervision, control, and management of the affairs and business of the Corporation, subject to the orders
and resolutions of the Board; shall have general supervision and direction of all officers, agents and
employees of the Corporation; shall see that all orders and resolutions of the Board are carried into effect;
and in general shall exercise all powers and perform all duties incident to such office and such other
powers and duties as may from time to time be assigned to him by the Board.
The President shall have full authority to execute proxies in behalf of the Corporation, and to
execute, with the Secretary, powers of attorney appointing other corporations, partnerships or individuals
the agent of the Corporation, all subject to the provisions of the laws of the State of Indiana, the
Declaration, the Articles of Incorporation and this Code of Bylaws.
Section 5. Vice -President. The Vice -President shall act in the place or stead of the President in
the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as
may be required by him the Board of Directors or as are delegated to him by the President.
Section 6. Secretary. The Secretary shall attend meetings of the Board and of the Voting
Members and shall act as Secretary of such meetings; shall give or cause to be given all notices provided
for in these Bylaws or required by law; shall record all votes and minutes of all proceedings of the
meetings of Voting Members and the Board in a book or books to be kept for that purpose; shall be
custodian of the records of the Corporation; shall, have charge of the list of Voting Members; and in
general shall exercise all powers an perform all duties as may be from time to time assigned to him or her
by the Board or by the President.
Section 7. Treasurer. The Treasurer shall keep correct and complete records of account
showing accurately at all times the financial condition of the Corporation; shall be the custodian of the
corporate funds and securities; shall immediately deposit, in the name and to the credit of the Corporation,
all moneys and other valuable effects of the Corporation in such depositories as may be designate by the
Board of Directors; shall disburse the funds of the Corporation as may be ordered by the Board or by the
President; and in general, shall exercise all powers and perform all duties customarily incident to such
office and such other powers and duties as may from time to time be assigned to him or her by the Board
or the President.
Section 8. Special Appointments. The Board of Directors may appoint such other officers
and/or assistant 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 of Directors may, from time to
time, determine.
ARTICLE VII
Committees
The Board of Directors, by resolution adopted by a majority of the Board of Directors, may create
or appoint one (1) or more various committees to assist the Board in carrying out the purposes of the
Association. Members of committees may, but need not, be members of the Board of Directors. Each
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committee, to the extent provided in such resolution or as authorized pursuant to the Act, Articles,
Declaration, or these Bylaws, shall have and may exercise such authority of the Board of Directors as
shall be expressly delegated by the Board from time to time; except that no such committee shall have the
authority of the Board of Directors in reference to:
a. Adopt, amend or repeal the Articles of Incorporation;
b. Approve or recommend a plan of merger or consolidation of the corporation not requiring
Member approval;
c. Approve or recommend to the Members the sale, pledge, lease, transfer or exchange of all or
substantially all of the assets of the Corporation;
d. Approve or recommend to the Members the dissolution of the Corporation or a revocation
thereof,
e. Adopt, amend, or repeal the Bylaws of the Corporation;
f. Fill vacancies on the Board of Directors or committees;
g. Elect, appoint or remove Directors or members of committees;
h. Fix the compensation of any member of such committee; or
i. Alter or repeal any resolution of the Board of Directors that by its terms provides that it shall
not be so amendable or repealable.
A majority of all members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall
have power at any time to change the number and members of any such committee, to fill vacancies and
to discharge any such committee. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by the Indiana Nonprofit Corporation Act of 1991, as amended.
ARTICLE VHI
Records of the Association
Section 1. In General. Current copies of the Declaration, the Articles, the Bylaws, rules and
regulations, financial documents and other corporate documents concerning the Real Estate or the
Association and its operation required to be kept and made available for inspection shall be available for
inspection by any member or other properly designated party at the principal office of the Association
during reasonable business hours or under other reasonable circumstances, where copies of the same may
be purchased at reasonable cost. The Association shall keep detailed books of account showing all
expenditures and receipt of administration which shall specify the maintenance and repair expenses of the
Common Areas, all easements, and any other expenses incurred by or on behalf of the Association and
the members.
The accounts, books, records, financial statements, and other papers of the Association shall be
open for inspection by any member upon written request submitted to the Board at least five (5) days in
advance of the inspection date, and said inspection is to be made during reasonable business hours or
under other reasonable circumstances. Any holder, insurer, or guarantor of a first mortgage on a Lot shall
be entitled upon written request to receive a financial statement for the immediately preceding fiscal year.
The Association reserves the right to require any member to request inspection of the accounts, books,
records, financial statements, and other papers of the Association according to the requirements set forth
under the Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code 23-17-27 et seq., and any
amendments or re -codification subsequently adopted thereto, and reserves the right to deny any such
request which the Association determines: a) was not made in good faith or for a proper purpose; b) the
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member fails to describes with reasonable particularity the purpose and the records the member desires to
inspect; or c) the records requested are not directly connected to the stated purpose for the request.
ARTICLE IX
Execution of Instruments
Section 1. Checks, Draft, etc. All checks, drafts, bills of exchange or other orders for the
payment of money, obligations, notes or other evidences of indebtedness of the Association shall be
signed or endorsed by such officer or officers, employee or employees of the Association as shall from
time to time be designated by the Board of Directors.
Section 2. Contracts. All contracts, agreements, deeds, conveyances, mortgages and similar
instruments authorized by the Board of Directors shall be signed, unless otherwise directed by the Board
of Directors or required by law, by the President, and attested by the Secretary.
ARTICLE X
Assessments and Fiscal Year
Section 1. Assessments. Each Owner is obligated to pay to the Association annual and special
assessments as more specifically described in the Declaration. The assessments are secured by a
continuing lien upon the property against which the assessment is made. Any assessments which are not
paid within thirty (30) days shall be delinquent.
If the assessment is not paid within thirty (30) days after the assessment falls due, the assessment
shall bear interest from the date of delinquency at the annual rate which is two times the rate in effect for
ninety -day U.S. Treasury Bills at the time such assessment is due, or the maximum rate allowed by law,
whichever is less. In addition, the Association may impose reasonable late fees on all delinquencies. The
Board shall have the right to determine the amount of the late fee, the time period before the late fee is
imposed, the rate of the late fee (i.e. annually, monthly, etc.) and to make any other provisions for late
fees and interest charges on late payments as the Board, in its sole discretion, deems appropriate. The
Board may also adopt specific collection procedures to be used in collecting assessments and pursing
delinquent accounts.
If the Association incurs administrative fees or expenses as a result of collecting delinquent
amounts, the Owner shall be personally obligated to reimburse the Association these fees.
If the Association employs legal counsel to pursue the collection of unpaid amounts owed to the
Association, the Owner shall be personally obligated to pay any collection costs or expenses for the
sending of collection letters or other correspondence or communication prior to the filing of legal action,
or for the Association's attorney to take any other action in an attempt to collect the unpaid amounts.
The Association may bring an action at law against the Owner personally obligated to pay the
same or to foreclose the lien against the property, or both, and there shall be added to the amount of such
account balance the costs of preparing the collection notices and letters, preparing and filing the
complaint in such action, interest and late fees on any assessment as above provided, and reasonable
attorneys' fees, together with the costs of the action.
In addition, an Owner who becomes more than thirty (30) days delinquent on any assessment or
other payment due to the Association shall not be eligible to vote, either in person or by proxy; to be
elected or serve on the Association's Board of Directors; or to use any of the Common Area facilities, if
any, pursuant to the provisions set forth in the Declaration.
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Section 2. Fiscal Year. The fiscal year of the Association shall begin at the beginning of the
first day of January in each calendar year and end at the close of the last day of December of the same
calendar year.
ARTICLE XI
Enforcement
Section 1. In General. The provisions of the Declaration, Articles, Bylaws, and rules,
regulations and architectural guidelines for Sycamore Farm , including amendments or modifications
thereto, shall be binding and enforceable upon each and every Lot and Lot Owner in Sycamore Farm.
For any violation of the Declaration, Articles, Bylaws, or rules, regulations or architectural guidelines
adopted by the Board or Architectural Control Committee, each owner in violation shall be subject to an
action at law or in equity by the Association to enjoin the violation, or pursue any other relief or remedy
as may be set forth in the Declaration, Articles, Bylaws or rules and regulations.
If the Association takes any action to enforce any provision or restriction in the Declaration,
Articles, Bylaws, and rules, regulations and architectural guidelines of Sycamore Farm , including, but
not limited to, the preparing and sending of violation letters, towing of vehicles, self-help or legal action
filed in the courts, then the Association shall be entitled to reimbursement of all its costs and expenses,
including, but not limited to reasonable attorney fees, administrative charges by a management agent, and
court costs, of said enforcement activity or action from the party or parties in violation of said rule or
regulation.
The foregoing remedies shall be in addition to, or supplement, any remedies of the Association
identified in the Declaration, Articles or Bylaws, and may be used or applied to any enforcement activity
or action taken pursuant to any violation of the Declaration, Articles or Bylaws or any properly adopted
rule or regulation.
These remedies are adopted herein to maintain the intent and spirit of the Declaration, Articles or
Bylaws that the Association and its members should not be penalized or suffer a financial loss to the
Association's operating budget for the cost of any enforcement efforts necessary to gain or achieve an
Owner's compliance with the terms and restrictions set forth in the Declaration, Articles or Bylaws or any
properly adopted rule or regulation.
ARTICLE XII
Amendments
Section 1. Amendments. The Board of Directors of the Association shall have power to make,
alter, amend or repeal the Code of Bylaws of the Association, without the assent or approval of the
Members, by an affirmative vote of the majority of the members of the Board of Directors of the
Association, except as otherwise provided in the Declaration.
Section 2. Recordine Amendments. All amendments or changes to this Revised and Restated
Code of Bylaws must be executed by the President and Secretary of the Board and recorded in the Office
of the Hamilton County Recorder before becoming effective.
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Section 3. Document Conflicts. In the case of any conflict between the Declaration and the
Articles, the Declaration shall control. In the case of any conflict between the Declaration and these
Bylaws, the Declaration shall control. In the case of any conflict between the Articles and these Bylaws,
the Articles shall control.
ARTICLE XIII
The Indiana Nonprofit Corporation Action of 1991
The provisions of the Indiana Nonprofit Corporation Act of 1991, as amended, applicable to any
of the matters not herein specifically covered by these Bylaws, are hereby incorporated by reference in
and made a part of these Bylaws.
[End of Bylaws]
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The undersigned hereby certifies that this Revised and Restated Code of Bylaws of Sycamore Farm
Homeowners Association, Inc. was duly moved and passed by a majority of the Board of Directors of the
Association.
SYCAMORE FARM HOMEOWNERS ASSOCIATION, INC.
J ,
President
Printed Name of Director
ATTEST:
'A_'e�0-37--emu:
a
Secretary
6 12A-i-D 13oL.11ER
Printed Name of Director
STATE OF INDIANA
COUNTY OF MARION
Date
Date
" /I 3/t I
Before me a Notary Public in and for said County and State, personally appeared
Ro lze,t f A. % (GJA7% and GeVOL i e v' , the President
and Secretary, respectively, of Sycamore Farm Homeowners Association, Inc., who acknowledged execution of the
foregoing Revised and Restated Code of Bylaws for Sycamore Farm Homeowners Association, Inc. and who,
having been duly sworn, stated that the representations contained herein are true.
Witness my hand and Notarial Seal of this 13 day of 5�fe� be ✓ , 20�.
Stamp: _
Scott A Tanner
Notary of Public — Signature Notary Public Seal State of Indiana
T Johnson County
0 1-t _ l Q ev My Commission Expirees 11118112
Printed
I hereby affirm, under the penaltiesfor perjury, that I have taken reasonable care to redact each Social Security
number in this document, unless required by law. —Scott A. Tanner
This document was prepared by and should be returned to:
Scott A. Tanner, TANNER LAW GROUP, 6745 Gray Road, Suite H, Indianapolis, IN 46237
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