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HomeMy WebLinkAboutNorth End Single Family Bylaws (1) i CODE OF BY-LAWS OF NORTH END SINGLE FAMILY PROPERTY OWNERS’ ASSOCIATION, INC. An Indiana Nonprofit Corporation TABLE OF CONTENTS ARTICLE I NAME Section 1.1. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE II IDENTIFICATION & APPLICABILITY Section 2.1. Identification and Adoption . . . . . . . . . . . . . . . . . . . . . . 1 Section 2.2. Individual Application . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE III MEETINGS OF ASSOCIATION Section 3.1. Purpose of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.2. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.3. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.4. Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.5. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 3.6. Conduct of Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 3.7. Conduct of Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 3.8. Written Ballots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE IV BOARD OF DIRECTORS Section 4.1 Initial Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.2. Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.3. Additional Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.4. Term of Office and Vacancy . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.5. Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.6. Duties of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 5 Section 4.7. Powers of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 6 Section 4.8. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.9. Meetings and Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.10. Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.11. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.12. Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.13. Informal Action by Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.14. Standards of Conduct and Liability of Directors and Officers . . . . . 7 03/31/21 ii ARTICLE V OFFICERS Section 5.1 Officers of the Association. . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5.2. Election of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5.3. The President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5.4. The Vice-President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5.5. The Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5.6. The Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5.7. Assistant Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE VI ADDITIONAL RIGHTS OF BOARD Section 6.1. Right of Board to Adopt Rules and Regulations . . . . . . . . . . . . . 9 ARTICLE VII INDEMNIFICATION Section 7.1. Indemnification of Directors and Officers . . . . . . . . . . . . . . . . 9 ARTICLE VIII MISCELLANEOUS Section 8.1. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.2. Personal Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.3. Contracts, Checks, Notes, Etc . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE IX AMENDMENT TO BY-LAWS Section 9.1. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 03/31/21 1 CODE OF BY-LAWS OF NORTH END SINGLE FAMILY PROPERTY OWNERS’ ASSOCIATION, INC. An Indiana Nonprofit Corporation ARTICLE I NAME Section 1.1. Name. The name of this corporation is North End Single Family Property Owners’ Association, Inc. (hereinafter referred to as "Association"). ARTICLE II IDENTIFICATION & APPLICABILITY Section 2.1. Identification and Adoption. The provisions of these By-Laws shall apply to the North End Single Family Development and the administration and conduct of the affairs of the Association. Section 2.2. Individual Application. Each of the Owners within North End Single Family shall automatically and mandatorily be Members in the Association and be entitled to all of the privileges and subject to all of the obligations thereof. All Owners, by their acceptance of their respective deeds to their Lots, covenant and agree to be bound by the conditions, restrictions, and obligations contained in the Declaration of Covenants, Conditions and Restrictions for North End Single Family, said Declaration being recorded in the Hamilton County Recorder's Office on ______________, 2020, as Instrument No. _____________ (hereafter, "Declaration"), together with all amendments or supplements thereto, the Articles of Incorporation, the rules and regulations of the Association and of the provisions hereof. All of the Owners, future Owners, tenants, future tenants, their guests and invitees, or any other person who might now or hereafter use or occupy a Lot or any part of the Common Areas shall be subject to the rules, restrictions, terms , and conditions set forth in the Declaration, the Design Guidelines, the Articles of Incorporation, these By-Laws, and the Indiana Nonprofit Corporation Act of 1991 (the "Act"), all as the same may be amended from time to time, and to any rules and regulations adopted by the Board of Directors as herein provided. The Declaration is incorporated herein by reference. All of the covenants, rights, restrictions, and liabilities contained in the Declaration shall apply to and govern the interpretation of the Articles of Incorporation and these Code of By-Laws. The definitions and terms, as defined and used in the Declaration, shall have the same meaning in the Articles of Incorporation and these Code of By-Laws. 03/31/21 2 ARTICLE III MEETINGS OF ASSOCIATION Section 3.1. Purpose of Meeting. After the Applicable Date, at least annually, and at such other times as may be necessary or appropriate, a meeting of the Members shall be held for the purpose of electing the Board of Directors, and for such other purposes as may be required by the Declaration, these By-Laws, the Articles, or the Act. Section 3.2. Annual Meeting. The annual meeting for the Members of the Association shall be held in the month of November or December of each year or at such other time as determined, with the specific date, time and place to be determined by the Board of Directors. At each annual meeting, the Members shall elect the Board of Directors of the Association per these By-Laws and transact such other business as may properly come before the meeting. Section 3.3 Meetings. A special meeting of the Members of the Association may be called by the President, by resolution of the Board of Directors or upon a written petition of the Owners of not less than fifteen percent (15%) of the total number of Lots. The resolution or petition shall be presented to the President or Secretary of the Association and shall state the purpose for which the meeting is to be called. No business shall be transacted at a special meeting except as stated in the petition or resolution. Section 3.4. Notice and Place of Meetings. All meetings of the Members of the Association shall be held at any suitable place in Hamilton County, Indiana, as may be designated by the Board of Directors. Written notice stating the date, time, and place of any meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, mailed, or e-mailed by the Secretary of the Association to each Member entitled to vote thereat not less than fourteen (14) days prior to the date of such meeting. Any written notice delivered to the Members as part of a newsletter or other publication regularly sent to the Members constitutes a written notice. If at any meeting an amendment to the Declaration, the Articles of Incorporation, or these By-Laws is to be considered, the notice of such meeting shall describe the nature of such proposed amendment. All notices shall be mailed by first-class U.S. Mail, postage prepaid, delivered to the Members at their respective addresses or e-mail addresses as the same shall appear upon the records of the Association. If an annual or special meeting of Members is adjourned to a different date, time or place, written notice is not required to be given of the new date, time or place so long as the new date, time and place is announced at the meeting pursuant to the Act before adjournment. Section 3.5. Voting. (a) Number of Votes. Each Class A Member shall be entitled to cast one (1) vote for each Lot of which such Member is the Owner. In voting for Directors, each Owner (or his or her representative) shall be entitled to cast one (1) vote for each directorship being filled at that meeting, and the candidates) receiving the highest number of votes shall fill the available directorship's); provided that no Owner shall be allowed to accumulate his or her votes. To the extent provided in the Act, and except as otherwise provided in the Declaration, the Articles of Incorporation or these By-Laws, plurality voting shall be permitted such that at a meeting, if a quorum exists, action on a matter is approved if the votes cast in favor of the action exceed the votes opposing the action. Class B Members shall have the number of votes as described in the Association's Articles of Incorporation and the Declaration. 03/31/21 3 (b) Multiple Owners. When more than one (1) person or entity constitutes the Owner of a particular Lot, all such persons or entities shall be Members of the Association, but all of such persons or entities shall have only one (1) vote for such Lot, which vote shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any such Lot. (c) Voting by Corporation or Trust. Where a corporation or trust is an Owner or is otherwise entitled to vote, the trustees may cast the vote on behalf of the trust, and the agent or other representative of the corporation duly empowered by the board of directors of such corporation shall cast the vote to which the corporation is entitled. The secretary of such corporation or a trustee of such trust so entitled to vote shall deliver or cause to be delivered prior to the commencement of the meeting a certificate signed by such person to the Secretary of the Association stating who is authorized to vote on behalf of said corporation or trust. (d) Proxy. An Owner may vote either in person or by his or her duly authorized and designated attorney-in-fact. Where voting is by proxy, the Owner shall duly designate his attorney-in-fact in writing, delivered to the Secretary of the Association prior to the commencement of the meeting. No such proxy shall remain valid fo r longer than eleven (11) months from the date of its execution, unless a longer term is specified in the pro xy. (e) Quorum. Except where otherwise expressly provided in the Declaration, these By-Laws, or the Articles or the Act, the presence of Owners or their duly authorized representatives owning at least twenty-five percent (25%) of the total number of Lots shall constitute a quorum at all meetings. Unless otherwise required herein or by the Act, the Owners at a meeting at which a quorum is initially present may continue to do business until adjournment, notwithstanding the withdrawal of enough Owners to leave less than a quorum. As used elsewhere in these By-Laws, the term "Majority of Owners" shall mean, unless otherwise expressly indicated, more than fifty percent (50%) of the total number of Lots, and the term "Majority of the Vote" shall mean a majority o f the votes of the Owners present or represented at a meeting at which a quorum is present. Section 3.6. Conduct of Annual Meeting. The Chairman of the annual meeting shall be the President of the Association. The President shall call the meeting to order at the duly designated time, and business will be conducted in the following order: (1) Reading of Minutes. The Secretary shall read the minutes of the last annual meeting and the minutes of any regular or special meeting of the Members held subsequent thereto, unless such reading is waived by a Majority of the Vote as defined in Section 3.5(e) hereof. (2) Treasurer's Report. The Treasurer shall report to the Members concerning the financial condition of the Association and answer relevant questions of the Members concerning the Common Expenses and financial report for the prior fiscal year and the budget approved by the Board of Directors for the current fiscal year. (3) Election of Board of Directors. Nominations for the Board of Directors may be made by a Member from those persons eligible to serve. Such nominations should be in writing and presented to the Secretary of the Association at least ten (10) days prior to the annual meeting. Nominations for the Board of Directors will also be accepted from the Members attending the annual meeting. Voting for the Board of Directors will be by paper ballot. The ballot shall contain the name of each person nominated to serve as a Board member. Each Member may cast the total number of votes to which he or she is entitled for as many nominees as are to be elected; however, no Member shall be entitled to accumulate his or her votes. Those persons receiving the highest number of votes shall be elected. (4) Other Business. Other business may be brought before the meeting only upon a written request submitted to the Secretary of the Association at least ten (10) days prior to the date of the 03/31/21 4 meeting; provided, however, that such written request may be waived at the meeting if agreed by a Majority of the Vote as defined in Section 3.5(e) hereof. (5) Committee Reports. Reports of committees designated to supervise and advise on the respective segments of maintenance and operations prescribed in the Declaration or assigned by the Board of Directors shall be presented. (6) Adjournment. Upon completion of all business before the Association, the President, upon the motion of any Member, may adjourn the meeting. Section 3.7. Conduct of Special Meeting. The President of the Association shall act as Chairman of any special meetings of the Association. The Chairman shall call the meeting to order at the duly designated time and the only business to be considered at such meeting shall be in consideration of the matters for which such meeting was called, as set forth in the notice of such special meeting. Section 3.8. Written Ballots. In lieu of any annual or special meeting of the Members, written ballots may be utilized in the manner prescribed in the Act. ARTICLE IV BOARD OF DIRECTORS Section 4.1. Initial Board of Directors. The Initial Board of Directors shall be Jeffery C. Langston, Justin Moffett and John Bain (herein referred to an the "Initial Board,"), all of whom have been or shall be appointed by Developer. Notwithstanding anything to the contrary contained in, or any other provisions of, these By-Laws or the Act or elsewhere, the Initial Board shall hold office until the Applicable Date as set forth in the Declaration and definition section of the Covenants. Section 4.2. Board of Directors. The affairs of the Association shall be governed and managed by the Board of Directors (herein sometimes collectively called "Board" and individually called "Directors"). After the Applicable Date, the Board of Directors shall be composed of three (3) persons who each own at least one (1) Lot. Section 4.3. Additional Qualifications. Where an Owner consists of more than one person or is a partnership, corporation, trust or other legal entity, then one of the persons constituting the multiple Owner, or a partner or an officer or trustee shall be eligible to serve on the Board of Directors, except that no single Lot may be represented on the Board of Directors by more than one person at a time. Section 4.4. Term of Office and Vacancy. Except for the Initial Board, members of the Board of Directors shall be elected at each annual meeting of the Association. Each Director shall serve a term of two (2) years with the exception of one or two members elected to the Board the first year after the Initial Board resigns, depending if it is a odd or even numbered year. The terms will be staggered such that one (1) Owner will be elected to the Board at the Association's annual meeting held in odd numbered years, and two (2) Owners will be elected in even numbered years. Any vacancy or vacancies occurring in the Board caused by a death, resignation, or otherwise other than a vacancy created by removal or an increase in the number of Directors, shall be filled until the next annual meeting of the Members through a vote of a majority of the remaining Directors. At the first annual meeting of the Members following any such vacancy, a Director shall be elected by the Owners to serve for the balance of the term of the Director in respect to whom there has been a vacancy. Each Director shall 03/31/21 5 hold office throughout the term of his or her election until his or her successor is elected and qualified. The Park Owner SOM Director is not subject to the provisions of this section. Section 4.5. Removal of Directors. A Director or Directors elected by the Owners, or elected by the Directors to fill a vacancy, may be removed by the Owners with or without cause if the number o f votes cast to remove would be sufficient to elect the Director(s) at a meeting to elect Directors. A Director or Directors may be so removed by the Owners only at a meeting called for the purpose of removing the Director(s). The meeting notice must state that the purpose of the meeting is for voting upon the removal of the Director(s). In such case, his or their successor(s) shall be elected at the same meeting from eligible Owners nominated at the meeting to serve for the remainder of the term(s) of the removed Director(s). Section 4.6. Duties of the Board of Directors. The Board of Directors shall perform or cause to be performed, when and to the extent deemed necessary or appropriate in the Board's business judgment, the following: (a) Protection, repair and replacement of the Common Areas and such other portions of the Development as specifically described in the Declaration, unless the same are otherwise the responsibility or duty of the Owners; 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) Landscaping, decorating, and furnishing of the Common Areas and such other portions of the Development as specifically described in the Declaration; (c) Assessment and collection from the Owners of the Owners' pro-rata share of the Common Expenses; (d) Preparation and adoption of the annual budget, a copy of which will be mailed or delivered to each Owner at the same time the notice of annual meeting is mailed or delivered; (e) Preparing annually an accounting of all receipts and expenses incurred during each year, which accounting shall be mailed or delivered to each Owner; (f) Keeping a current, accurate, and detailed record of receipts and expenditures affecting the Common Areas and such other portions of the Development as specifically described in the Declaration, specifying and itemizing the Common Expenses; all records and vouchers shall be available for examination by an Owner at any time during normal business hours; (g) Procuring and maintaining in force all insurance coverage required by the Declaration or as deemed necessary or desirable by the Board; (h) Performing such other duties as may be reasonably inferred from the provisions of the Declaration. Section 4.7. Powers of the Board of Directors. The Board of Directors shall have such powers as are reasonably necessary or appropriate to accomplish the performance of its duties. These powers include, but are not limited to, the power: (a) If deemed necessary, to employ a reputable and recognized professional managing agent or real estate management company (either being hereinafter referred to as "Managing Agent") to assist the Board in performing its duties; provided, however, any management agreement shall be terminable by either party with or without cause upon no more than sixty (60) days written notice, and any such agreement may not exceed three (3) years, renewable by agreement of the parties for successive periods; 03/31/21 6 (b) To purchase for the benefit of the Owners such equipment, materials, labor, and services as may be necessary in the judgment of the Board of Directors; (c) To procure for the benefit of the Association and the Owners fire and extended coverage insurance covering the improvements on the Common Areas to the full insurable value thereof, to procure public liability and property damage insurance and Worker's Compensation Insurance, if necessary, and to procure all such other insurance as is required or permitted under the Declaration, for the benefit of the Owners and the Association; (d) To employ legal counsel, architects, engineers, 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; (e) 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 Area and such other portions of the Development as specifically described in the Declaration; (f) To include the costs of all of the above and foregoing as Common Expenses of the Association and to pay all of such costs therefrom; (g) To open and maintain a bank account or accounts in the name of the Association and to designate the signatories thereto; (h) To adopt, revise, amend, and alter from time to time reasonable rules and regulations with respect to use, occupancy, operation, and enjoyment of the Development provided that (i) the rule or regulation is consistent with the Declaration and (ii) the Board shall give advance written notice to the Owners of such rules and any revision, amendment, or alteration thereof. Section 4.8. Compensation. No Director or Officer shall receive any compensation for his or her services as such. The Managing Agent (if any) shall be entitled to reasonable compensation for its services, the cost of which shall be a Common Expense. Section 4.9. Meetings and Notice. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of Directors. No written or verbal notice need be given to Directors for regularly scheduled Board meetings of which the Directors are already aware. For all other Board meetings, the Secretary shall give notice of such meetings of the Board to each Director personally or by United States mail at least five (5) days prior to the date of such meetings. Special meetings of the Board may be called by the President or any two (2) members of the Board. The person or persons calling such meeting shall give written notice thereof to the Secretary, who shall either personally or by mail and at least three (3) days prior to the date of such special meeting, give notice to the Board members. The notice of the meeting shall contain a statement of the purpose for which the meeting is called. Such meeting shall be held at such place as shall be designated in the notice. To the extent provided in the Act, a Directo r may conduct or participate in a regular or special meeting of the Board of Directors through the use of conference telephone or any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is considered to be present in person at the meeting. Section 4.10. Waiver of Notice. Before or after any meeting of the Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. The presence of 03/31/21 7 any Director at a meeting shall, as to such Director, constitute a waiver of notice of the time, place, and purpose thereof. If all Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 4.11. Quorum. At all meetings of the Board, unless the Act or these By-Laws provide otherwise, a majority of the Directors shall constitute a quorum for the transaction of business and the votes of the majority of the Directors present at a meeting at which a quorum is present shall be the decision of the Board. Section 4.12. Bond. The Board of Directors may require the Managing Agent, Treasurer 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 bond shall be a Common Expense. Section 4.13. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board and such written consent is filed with the minutes of proceedings of the Board or committee. Section 4.14. Standards of Conduct and Liability of Directors and Officers. The standard and duty of conduct for and the standard or requirements for liability of the Directors and Officers of the Association shall be as set forth in the Act, as the same may be amended from time to time. ARTICLE V OFFICERS Section 5.1. Officers of the Association. The principal officers of the Association shall be the President, Vice- President, and Secretary and Treasurer, all of whom shall be elected by the Board. The Directors may appoint an Assistant Treasurer and an Assistant Secretary and such other officers as in their judgment may be necessary. Any two 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 5.2. Election of Officers. After the Applicable Date, the officers of the Association shall be elected annually by the Board at the first meeting of the Board following each election thereof. Each officer shall hold office for one (1) year or until his successor shall have been duly elected and qualified, unless earlier removed by the Board of Directors. Upon recommendation of a majority of all members of the Board or upon an affirmative vote of a Majority of Owners (as defined in Section 3.5(e) hereof), any officer may be removed either with or without cause and his or her successor elected at any regular meeting of the Board or at any special meeting of the Board called for such purpose. Section 5.3. The President. The President shall be elected from among the Directors and shall be the chief executive officer of the Association. The President shall preside at all meetings of the Association and of the Board, shall have and discharge all the general powers and duties usually vested in the office of the president or chief executive officer of a nonprofit corporation organized under the laws of Indiana, including, but not limited to, the power to appoint committees from among the Owners as he or she may deem necessary to assist in the affairs of the Association and to perform such other duties as the Board may from time to time prescribe. 03/31/21 8 Section 5.4. The Vice-President. The Vice-President shall be elected from among the Directors and shall perform all duties incumbent upon the President during the absence or disability of the President. The Vice-President shall also perform such other duties as these By-Laws may prescribe or as shall, from time to time, be imposed upon him or her by the Board or by the President. Section 5.5. The Secretary. The Secretary shall be elected from among the Owners or Directors. The Secretary shall attend all meetings of the Association and of the Board and shall keep or cause to be kept a true and complete record of proceedings of such meetings, shall authenticate the Association's records, shall perform all other duties incident to the office of the Secretary, and such other duties as from time to time may be prescribed by the Board. The Secretary shall specifically see that all notices of the Association or the Board are duly given, mailed or delivered, in accordance with the provisions of these By-Laws. Section 5.6. The Treasurer. The Board shall elect from among the Directors a Treasurer who shall maintain a correct and complete record of account showing accurately at all times the financial condition of the Association and such other duties incident to the office of Treasurer. The Treasurer shall be legal custodian of all monies, notes, securities, and other valuables which may from time to time come into possession of the Association. He or she shall immediately deposit all funds of the Association coming into his or her hands in some reliable bank or other depository to be designated by the Board and shall keep such bank account in the name and for the exclusive benefit of the Association. The Treasurer may permit the Managing Agent, if any, to handle and account for monies and other assets of the Association to the extent appropriate as part of its duties. Section 5.7. Assistant Officers. The Board of Directors may from time to time designate and elect from among the Owners an Assistant Secretary and Assistant Treasurer, who shall have such powers and duties as the Officers whom they are elected to assist shall delegate to them and such other powers and duties as these By-Laws or the Board of Directors may prescribe. ARTICLE VI ADDITIONAL RIGHTS OF BOARD Section 6.1. Right of Board to Adopt Rules and Regulations. Except as specifically provided in the Declaration, the Board may promulgate such reasonable rules and regulations regarding the operation of the Development as the Board may deem desirable, including but not limited to the use of the Common Areas and Lots. Such rules as are adopted may be repealed or amended by a vote of a majority of the Board or may be voided or vetoed as provided in the Declaration. The Board shall cause copies of all such rules and regulations, including any amendments or repeals thereof, to be delivered or mailed promptly to all Owners at least fifteen (15) days prior to the effective date thereof. ARTICLE VII INDEMNIFICATION Section 7.1. Indemnification of Directors and Officers. To the extent not inconsistent with the laws of the State of Indiana, every person (and the heirs and personal representatives of such person) who is or was a director or officer of the Association shall be indemnified by the Association to the same and fullest extent that directors of nonprofit corporations are indemnified under the Indiana Nonprofit Corporation Act of 1991, as it now exists or as hereinafter amended. ARTICLE VIII 03/31/21 9 MISCELLANEOUS Section 8.1. Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 8.2. Personal Interests. No Member of the Association shall have or receive any earnings from the Association; provided, however, that a Member who is an officer, director, employee, or agent of the Association may be reimbursed for expenses incurred on the Association's behalf. Section 8.3. Contracts, Checks, Notes, Etc. All contracts and agreements entered into by the Association and all checks, drafts and bills of exchange and orders for the payment of money shall, in the conduct of the ordinary course of business of the Association, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by the Treasurer, and at least one other officer of the Association. ARTICLE IX AMENDMENT TO BY-LAWS Section 9.1. Amendment. These By-Laws may be amended by a Majority of the Vote as defined in Section 3.5(e) hereof in a duly constituted meeting called for such purpose, except as prohibited by any provision of the Declaration, the Act, or the Articles of Incorporation, as the same may be amended from time to time. Prior to the Applicable Date, these By-Laws cannot be amended without the written consent of the Developer. IN WITNESS WHEREOF, I, the undersigned, do hereby execute this Code of By-Laws and certify the truth of the facts herein stated, this ____ day of _________, 2020. DECLARANT: NORTH END SINGLE FAMILY PROPERTY OWNERS’ ASSOCIATION, INC., By: ___________________________________________ Signature Justin Moffett, President 03/31/21