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HomeMy WebLinkAboutBylaws 2012CODE OF BYLAWS OF WOODGATE HOMEOWNERS' ASSOCIATION, INC. ARTICLE I Name and Location. The name of the Corporation is Woodgate Homeowners' Association, Inc. (hereinafter referred to as the "Corporation "). The principal office of the Corporation shall be located at: 1463 Queensborough Drive Carmel, Indiana 46033 until and unless changed in accordance with the law by the Board of Directors, but meetings of members and directors may be held at such places either within or without of the State of Indiana as may be designated by the Board of Directors. ARTICLE II Definitions (1). "Declarant" shall mean Langston Development Company, Inc., an Indiana Corporation, and any of it's successors and assigns designated in one or more written recorded instruments to have the rights of Declarant under the Declaration, including, but not limited to, any mortgagee acquiring title to any portion of the Real Estate pursuant to the exercise of rights under, or foreclosure of; a mortgage executed by Declarant. (2). "Declaration" shall mean and to refer to the Declaration of Covenants and Restrictions of Woodgate Subdivision as amended on , 1995, and recorded on / SI 9 ' , t995, in the office of the Recorder of Hamilton County, Indiana, and as the same may be amended or supplemented from time to time as therein provided, said Declaration being incorporated herein by reference as if set forth at length herein. (3). "Corporation" shall mean and refer to Woodgate Homeowners' Association, Inc., an Indiana Nonprofit Corporation. (4). All of the definitions and terms as defined and used in the Declaration and the Corporation's Articles of Incorporation shall have the meanings in these Bylaws and reference is specifically made to the Declaration containing definitions of terms. 1 ARTICLE II Membership and Voting (1). Membership, Transfer. Voting Rights. Reference is hereby made to the Declaration and to the Corporation's Articles of Incorporation, of which are incorporated herein by reference, which sets forth terms, provisions and conditions governing and relating to membership rights in the Corporation, transfer of membership and voting rights of classes of members, all of which terms, provisions and conditions are incorporated herein by reference. (2). Quorum. After the Applicable Date, the presence in person or by proxy at any meeting of the membership of persons entitled to vote fifty percent (50 %) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in or required by the Articles of Incorporation, the Declaration, these Bylaws, or by statute. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote there at shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present and represented. (3). Proxies. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary of the Corporation before the appointed time of each meeting of the members of the Corporation. Cumulative voting shall not be permitted. (4). Majority Required. A majority of two- thirds (2/3) of the votes of members present (in person or by proxy) at a meeting at which a quorum is present shall be sufficient for the transactio; of all business of the Corporation except on matters where a greater vote is required by the Declaration, the Articles of Incorporation, these Bylaws or by statute. (5). Meetings. After the Applicable Date, meetings of the Corporation shall be in accordance with the following provisions: (a) Annual Meetings. The first annual meeting of the members of the Corporation shall be held within one (1) year from the date of incorporation of the Corporation, the exact date and time to be decided by the Board of Directors. At such first annual meeting of the members, the members may designate a regular day or date for successive annual meetings. If the members fail to designate such regular day or date, the Board of Directors may continue to designate the day or date of the next annual meeting until such designation is made by the members. If any designated day or date falls upon a legal holiday, it shall be understood that the actual date of meeting shall be the next business day succeeding such designated day or date. (b) Special Meetings. A special meeting of the members shall be held within thirty (30) days after the Applicable Date, at which time an election shall be had of a full slate of Directors who shall collectively replace, for their unexpired terms, the Board and/or Officers in office immediately prior to such election. It shall be the duty of the President to call a special meeting of the members when requested, in writing, by a majority of the members of 2 the Board of Directors or upon a petition signed by members of the Corporation who are entitled to vote twenty -five percent (25 %) of all of the votes of the membership. Notice of any special meeting shall state the time, place and purpose of such meeting. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four -fifths (4/5) of the votes present in person or by proxy at such meeting. (c) Notice of Meetings. After the Applicable Date, it shall be the duty of the Secretary to serve a notice of each annual or special meeting, stating the purposes thereof as well as the time and place where it is to be held, upon each member of record, at least ten (10) days prior to such meeting. The mailing or delivery by representative of such notice to each member at the address shown for such member on the corporation's records shall be deemed notice served. (d) Order of Business. The order of business at all meetings of the members shall, to the extent applicable, be as follows: (1) Roll Call (2) Proof of meeting notice or waiver of notice. (3) Reading of minutes of preceding meeting. (4) Reports of Officers. (5) Reports of committees. (6) Election of Directors. (7) Unfinished business. (8) New business. ARTICLE V Nomination and Election of Directors (1). Nomination. After the Applicable Date, nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Corporation. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made only from among members of the Corporation, or persons deemed to be members thereof, in accordance with the Declaration and Articles of Incorporation. (2). Election. After the applicable Date, election to the Board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration and Articles of Incorporation. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. 3 ARTICLE V Board of Directors (1) Number and Qualification. Prior to the Applicable Date, the number of Directors comprising the Board shall be three (3), which from time to time be increased by resolution adopted by not less than a majority of the Board of Directors. From and after the Applicable Date, the number of Directors comprising the Board shall be five (5), which number may from time to time be increased or decreased by resolution adopted by not less than a majority of the Board of Directors. In no event shall the number of Directors be Less than three (3) nor more than five (5) and no reduction in the number of Directors shall have the effect of removing a Director from office prior to the expiration of his term. In the event the number of Directors is increased subsequent to the Applicable Date, the election of the additional Director or Directors shall be by a vote of the members entitled to elect such additional Director or Directors according to a procedure established by the Board by resolution. (2) Board of Directors. 2.1. Election of Board of Directors Before Applicable Date. The first Board of Directors named in the Articles of Incorporation shall maintain, manage and administer the affairs, the real estate and other property of the Corporation until the first meeting of the members occurring on or after the Applicable Dale, and until their successors have been duly elected and qualified, unless said Directors sooner resign, be removed or otherwise disqualified to serve in which case the Class B members shall elect their replacements). 2.2. Election of the Board of Directors After Applicable Date. Subsequent to the Applicable Date, Directors shall be elected at the annual meeting provided in Article 3. The board may, by resolution, establish such election procedures as it deems appropriate. Voting for the Board of Directors shall be by secret written ballot. The ballot shall be prepared by the EIections Committee and shall contain the name of each person nominated for election. Those persons receiving the highest number of votes shall be elected 2.3. Term. Except for the Initial Board which shall serve until the Applicable Date, each Director shall serve for a term of one (1) year or until his successor is elected and qualified. Incumbent Directors shall be eligible for re- election. (3) Powers. The Board of Directors shall have such powers as are reasonable and necessary to accomplish the performance or their duties, which powers include, but are not limited to, the power: (a) To adopt and publish rules and regulations governing the use of the facilities, if any, of the Corporation, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; (b) To suspend the voting rights of Class A members and right to use any Corporation facilities of a member, but not rights to access and easements necessary for the use of his lot, 4 during any period in which such member shall be in default for a period of thirty (30) days in the payment of any assessment levied by the Corporation, or the payment of any other amount or the performance of any other terra of the Declaration or these Bylaws. Such rights may also be suspended after notice and hearing, for a period of not to exceed sixty (60) days, for infraction of published rules and regulations; (c) To exercise for the Corporation all powers, duties and authority vested in or delegated to this Corporation and not reserved to the membership or Declarant by other provisions of these Bylaws, or the Articles of Incorporation, or by statute; (d) To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meetings of the Board of Directors; (e) To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties, subject to the limitations set forth in the Declaration, Articles of Incorporation or these Bylaws; (f) To do and take all such action as is or may be necessary, desirable, or appropriate to perform the duties, obligations and responsibilities of the Board as required by the Declaration, other provisions of these bylaws, the Articles or by statute. (g) To enforce all provisions of the Declaration, Articles of Incorporation and these Bylaws, not retained by the Declarant, including but not limited to the collection of annual dues and special assessments, enforcement of the Declaration and enforcement of the Consent Decree entered into as a resolution of the Lis Pendens filed in Hamilton Superior Court of Indiana under Case number: 29D02- 9310 -CP -388. The Board also reserves the right to enforce these provisions by injunction or other legal means, together with the right to cause removal by due process of law, of any structure or part thereof erected or maintained in violation of the provisions of the Declaration, Articles of Incorporation, these Bylaws and statutes. Whosoever is found in violation of the herein stated provisions shall be held financially liable for any and all costs associated with the legal remedies incurred by the Homeowner's Association in their enforcement of said provisions. (h) To issue or cause an appropriate officer to issue a receipt for paid dues and assessments. (i) To procure and maintain liability and other hazard insurance on property owned by the Corporation which shall include fire and extended coverage on insurable common property on a current replacement cost basis in an amount not less than 100% of the insurable value (based on current replacement only), and to use the proceeds of such insurance solely for the replacement or reconstruction of such insurable common property including insured improvements; and to procure and maintain other insurance required or authorized by the Declaration, and to use the proceeds thereof for their intended purposes; (j) After the applicable Date, to cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; 5 (k) To cause alI of the common Areas to be maintained; and (1) To perform, or cause to be performed, all duties and obligations imposed upon the Corporation and the Board of Directors under the Declaration, Articles or statute. (5). Term of Office. At the first meeting after the Applicable Date, and at each annual meting thereafter, the members shall elect Directors for a term of one (1) year to fill the vacancies created by expiring terms. There shall be no limit on the number of times a Director may serve. (6) Vacancies. Except for vacancies in the Board of directors occurring prior to the first meeting of members following the Applicable Date, any vacancy in the Board of Directors shall be filled by vote of the majority of remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director for the unexpired term of his predecessor, or until his successor is elected. (7) Compensation. No Director shall receive compensation for any services rendered to the Corporation 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 to the Corporation in a capacity other than as a Director. (8) Organization Meeting. The first meeting of a newly elected Board shall be held within ten (10) days of its election at such place and time as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, provided a majority of the whole board shall be present. (9). Regular Meetings. Regular meetings of the Board shall be held at such regular intervals, without notice, at such place and time as may be determined from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held t the same time on the next day which is not a legal holiday. (10) Special Meetings. Special meetings of the Board may be called by the President on three (3) days notice to each Director, given personally, by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by the President or Secretary in like manner and on like notice on the written request of at least two- thirds (2/3) of the Directors. (11) Waiver of Notice. Before or at 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. Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. 6 (12) Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of Directors present at a meeting at which a quorum is present shall be the acts of the Board except where otherwise provided in or required by the Declaration, Articles, these Bylaws or by statute. if at any meeting of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. (13) Action taken without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could have taken at a meeting of the Board by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. (14). Homeowners' Meetings. The Directors shall hold at least semi - annual meetings for the benefit of the Homeowners. The time and Place shall be determined by the Board and the Homeowners provided with a fourteen (14) day notice of such meeting. ARTICLE VI Officers and Their Duties (1) Enumeration of Offices. The officers of this corporation shall be a President, a Secretary and a Treasurer, all of whom shall be members of the Board, and such other officers as the Board may from time to time by resolution create. Any two or more offices may from time to time be held by the same person except President and Secretary. (2) Election of Officers. The election of officers shall take place at the first meeting of the Board following each annual meeting of the members. (3). Term. The officers of this Corporation shall be elected annually by the Board and each shall hold office for one (1) year unless they shall sooner resign, be removed or otherwise be disqualified to serve. (4). Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (5). Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve the remainder of the term of the officer he replace. (6). Multiple Offices. The office of Vice President and any other office (except that of President) may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. 7 (8). Duties. The duties of the officers are as follows: (a) President. The President shall preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments; and unless other signatory authority is provided by resolution of the Board, shall co -sign all checks and promissory notes. The President shall have the power to appoint committees from among the members of the Corporation from time to time as he may in his discretion deem appropriate to assist in conducting the affairs of the Corporation. The President shall have and discharge all the general powers and duties usually vested in the office of the president or chief executive officer of an association or a stock corporation organized under the laws of the State of Indiana. (b) Vice President. The vice President shall act in the place and 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 of him by the Board or as are delegated to him by the President. (c). Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Corporation (if any is adopted) and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Corporation together with their addresses; and shall perform such other duties as required by the Board. (d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Corporation and shall disburse such funds as directed by resolution of the Board; unless other signatory authority is provided by resolution of the Board, shall sign all checks and promissory notes of the Corporation, keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and delivering a copy of each to the members. ARTICLE VII Committees (1). Nominations. The Board shall appoint a Development Control Committee and a Nominating Committee, to he approved by a majority vote of the homeowners. At any time when the Board has not appointed a Development Control Committee or a Nominating Committee, the Board shall itself act as, and be and constitute, such Committee not so appointed. In addition, the Board or the President may appoint other committees a deemed appropriate in carrying out the purposes of the Corporati on. 8 (2) Development Control Committee. It shall be the duty of the Development Control Committee to work with the Developer (Declarant) to review and approve or dis- approve any and all new plans for construction on lots in Woodgate as provided for in the Declaration; to review and approve or dis - approve any and all changes to existing homes and lots in Woodgate, currently owned by members, which would require a building permit. In addition, the Development Control Committee shall review and approve or dis - approve all landscaping , design specifications and alterations to any and all portions of the common areas of Woodgate. In the event the Development Control Committee fails to approve, modify or disapprove in writing a Plan within thirty (30) days after such plan has been duly filed with procedures established by the Board, approval will be deemed granted. A decision by the Development Control Committee may be appealed by any Owner to the Board which may reverse or modify such decision by a two- thirds (2/3) vote of the Directors then serving. ARTICLE VDU Financial Affairs (1). Books of Account. Except as otherwise provided by the laws of the State of Indiana, by the Articles, or these Bylaws, the books and records of the Corporation may be kept at such place or places, within or without of the State of Indiana, as the board may from time to time by resolution determine, but all such books and records shall be open for inspection to any member at any reasonable time for purposes reasonably related to his interest as a member. (2). Fiscal Year. Unless otherwise fixed, from time to time, by resolution of the Board, the fiscal year of the Corporation shall commence on January 1 and end the following December 31 each year; provided, however, that the fiscal year for purposes of assessments may be different than the general fiscal year of the Corporation. (3). Contracts. The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may general or confined to a specific instance; and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or amount. (4). Checks. Etc. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money shall, unless otherwise directed by the Board or required by law, be signed by any two of the following officers, who are different persons: President, Vice President, Secretary or Treasurer. The Board may, however, designate officers or employees of the corporation, other than those named above, Who may, in the name of the Corporation, execute drafts, checks and orders for the payment of money on its behalf. (5). Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the Judgment of the Board. 9 (6). Reserve for Replacements. The Board shall establish and maintain a reserve fund for replacements by the allocation and payment to such reserve fund of an amount determined annually by the Board to be sufficient to meet the cost of periodic maintenance, repairs, renewal and replacement of the property. In determining the amount, the Board shall take into consideration the cost of materials and labor, interest to be earned by such fund and the advice of the Developer, managing agent or any consultants the Board may employ. Such fund shall be deposited in a special account with a financial institution, the accounts of which are insured by an agency of the United States Government, or may, in the discretion of the Board, be invested in obligations of or guaranteed as to principal and interest by, the United States Government or one of its agencies. (7). Assessment Year. The assessment year of the Corporation, unless fixed by resolution of the Board, shall be the same as the Fiscal Year of the Corporation. (8). Auditing. Subsequent to the Applicable Date, the books and accounts of the Corporation shall at the close of each fiscal year be reviewed by an independent accountant appointed by the Board of Directors. (9) Annual Budget. By a majority vote of the Directors, the Board shall adopt an annual budget for the subsequent fiscal year, which shall provide for the allocation of expenses in such manner that the obligations of the Corporation will be met. ARTICLE IX Assessments Each member of the Corporation (other than Declarant) is obligated to pay the Corporation annual dues and any special assessments that have been voted on by the members and assessed by the Board of Directors. Each Assessment, together with the costs of collection thereof, shall be the personal obligation of the Person who was the Owner of the Lot at the time when the Assessment came due. Any assessments which are not paid when due shall be considered delinquent. No member of the Corporation may waive or otherwise escape liability for the assessments provided for in the Declaration or herein by non -use of the Common Area or abandonment of his lot. (1) General Assessment (Dues). The General Assessment levied by the Corporation shall be used exclusively to promote the recreation, health, safety and welfare of the Owners of Lots and for the improvement, maintenance and operation of the Common Areas. (a) Basis for Assessment. (i) Unimproved Lots. Lots which are not improved with a residence are not subject to assessment. (ii) Improved Lots. Lots which have been improved by the construction of a Residence thereon, whose Owners are Members of the Corporation, shall be subject to assessment. I0 (2) Method of Assessment. By a vote of a majority of the Directors and approved by the Members at the Annual Meeting, the Board shall fix the General Assessment (Dues) for each assessment year of the Corporation. The Board shall establish the date(s) the General Assessment shall become due and the manner in which it shall be paid. (3) Allocation of Assessment. Except as otherwise provided, all Lots subject to assessment shall be assessed equally for the General Assessment as well as any other permitted expensed incurred by the Corporation in exercise of its duties. (4) Initial Capital Assessment. (a) Existing Homes. Upon the Applicable Date, there shall be due and payable to the Corporation, by the Members of the Corporation, an amount set forth in the Declaration. (b) Future Homes. On the date of mortgage closing or the conveyance of deed to an Owner of a Lot ( other than the holder of a first mortgage on such Lot which constitutes a deed in lieu of foreclosure), there shall be due and payable to the Corporation, an amount set forth in the Declaration, by the new Owner. (5) Special Assessments. The Corporation may levy in any fiscal year a Special Assessment applicable to that year, provided that any such assessment shall have the assent of the Members who are voting in person or by proxy at a meeting of such Members duly called for this purpose. (6) Effect of Nonpavment of Assessments - Remedies of the Corporation. Any assessment approved by the Members and levied by the Board shall become due within thirty (30) days after the due date. Any assessment not paid within this time may, upon resolution of the Board, bear interest from the from the due date at a percentage rate no greater than the statutory maximum annual interest rate, to be set by the Board for each assessment year. The Corporation shall be entitled to institute in any court of competent jurisdiction any lawful action to collect the delinquent assessment plus any expenses or costs, including attorneys' fees, incurred by the Corporation, in collecting such assessment. If the Corporation has provided for collection of any assessment in installments, upon default in the payment of any one or more installments, the Corporation may accelerate payment and declare the entire balance of said assessment due and payable in full. No Owner may waive or otherwise escape liability for the assessment provided for herein by non -use of the Homeowner's Association services or abandonment of his lot. 11 ARTICLE X Amendments (1). Power to Amend. After the Applicable Date, the power to amend, alter, add to and repeal these Bylaws is vested in the members of the Corporation; provided, however, that no amendment or other change shall be made in these Bylaws which conflicts with the terms and provisions of the Declaration unless the same is adopted by and approved by the members of the Corporation and others entitled by the terms of the Declaration to vote on amendments to the Declaration as provided in, and in accordance with the requirements of the Declaration; provided further, there shall be no amendment of or other change to these Bylaws prior to the Applicable Date without the consent and approval of Declarant. (2). Conflicts. In the case of any conflict between the Articles and these Bylaws, the Article shall control, and, in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.