ARTICLE I
MEMBERSHIP
Section 1. Any person who has legal title of record to any lot or tract of land within the limits of the district as it now exists or may hereafter exist, as the term ‘district’ is defined in the SOMERSET ACRES WEST HOMES ASSOCIATION Declaration, shall be eligible to membership in this association, subject to the approval of the Board of Directors; this instrument is filed of record in the office of the Register of Deeds of Johnson County, at Olathe, Kansas.
Section 2. REPEALED.
Section 3. In case the legal title to any lot or tract of land in the district is held in any form of joint tenancy or tenancy in common the owners thereof shall be eligible to membership but shall jointly have the right to cast only one vote for any candidate at any election or on any question, or such owners may, if they prefer, designate in writing one of them as member in their stead, and he shall thereupon become eligible to membership, subject to the approval of the Board of Directors.
Section 4. In case the legal title to any lot or tract of land in the district is held by one or more minors, then their natural or legal guardian, or guardians, shall be eligible to membership, or if there be more than one such guardian, they shall jointly have the right to cast only one vote for any candidate at any election or on any question, or such guardians may, if they prefer, designate in writing one of them as member in their stead, and he shall thereupon become eligible to membership, subject to the approval of the Board of Directors.
Section 5. In case the legal title to any lot or tract of land in the district is held by a corporation, then the Board of Directors of such corporation, or its President, or its Vice President may designate in writing one of its officers, members or employees as its member representative, who shall thereupon become eligible to membership, subject to the approval of the Board of Directors.
Section 6. Only owners of one or more tracts of land in this district, or their duly accredited representative as herein provided, shall have the right to more than one vote for any candidate at any election, or on any question, although he may own more than one lot or tract of land.
Section 7. Membership in this association may continue only during the ownership of any lot or tract of land in the district by the member or person or party whom he represents as herein provided.
Section 8. In addition to, or in lieu of, any fees, charges, or assessments as may be set in any agreement, declaration, restriction, covenant, rule of the Association, or other document that may affect any tract of land, the Board of Directors shall have the authority to levy and impose such assessments or charges as are deemed necessary for the proper and efficient management of the Association. In addition, fines or additional charges may be levied or assessed against Members of the Association for any violation of any agreement, declaration, restriction, covenant, or rules of the Association, or other document that may affect any tract of land as shown in the office of the Land Records division of Treasury, Taxation, and Vehicles of Johnson County, Kansas, or as otherwise established by the rules or bylaws of the Association.
The Association shall have the power to suspend any right of a Member for failure to pay any dues or assessments except that the Association may not deny the Member access to his property, suspend his right to vote except on financial issues, or withhold services that would endanger health or safety.
The Board of Directors may propose a special assessment at any time, but must follow the same procedures as with a budget. By a two-thirds vote, the Board may pass an emergency assessment without following the budget procedures, provided that notice is promptly provided to the Members, and the emergency funds are spent only on the purposes described in the vote.
Section 9. The Secretary shall keep a correct list of all members who are in good standing and entitled to vote, and their last known address. All members shall notify the Secretary of any change of address.
ARTICLE II
BOARD OF DIRECTORS
Section 1. The corporate powers of this association shall be vested in a Board of five directors called the BOARD OF DIRECTORS.
Section 2. Three directors shall constitute a quorum for the transaction of business at any meeting.
Section 3. All directors shall be bona fide residents of the district and shall at all times be members of the association in good standing.
Section 4. Directors shall be elected annually by members of the association at an association meeting to serve for a period of three years from the regular association meeting when the election occurs or should have occurred, and until their successors are duly elected and qualified.
Section 5. In case of a vacancy in the office of a director occurring between annual elections, the remaining directors at a regular or a special meeting shall elect another eligible member to fill the vacancy for the unexpired term and until a successor shall be duly elected and qualified.
Section 6. The Board of Directors shall conduct, manage and control the property, affairs and business of the association, and shall make all necessary rules and regulations for the guidance of officers and management of the affairs and business of the association, not inconsistent with the laws of the State of Kansas, or of the United States. They shall cause to be kept a complete record of all their acts and proceedings, and of the proceedings of the members. At each annual meeting, they shall present a complete detailed statement showing the assets, shall, also, cause to be kept a complete record of all the finances of the association showing all receipts and expenditures, assets and liabilities. The Board of Directors shall annually prepare and propose a budget for the Association, which must be submitted to the Members for their comment. Any such budget proposals shall be submitted to the Members at least 10 days, and not more than 60 days, prior to the meeting of the Board to consider the budget. A copy of the budget shall be available to any Member who requests it, and Members must be given a reasonable opportunity to comment on the proposal before the Board takes action. This budget provision shall also apply to any changes or amendments to any budget, as well as the original annual budget.
They shall employ and discharge at will, all agents, servants and employees of the association, prescribe their duties, fix their compensation; fix the compensation, if any, of the officers, and in their discretion, may require of them a bond or other security for faithful performance of their duties and fidelity. They shall determine who shall sign and countersign all checks, drafts and other papers and documents, except applications for membership, as hereinbefore provided. They shall do and perform any other duties that may be prescribed for them by the members of this
association at any regular or special meeting.
Section 7. A director may be removed by a majority vote of the Members of the Association at a membership meeting, if there be a quorum present. Any such action to remove a director must have been listed as an item on the agenda, and at the meeting, the director being considered for removal must have a reasonable opportunity to speak before the vote.
Section 8. The Board may adopt rules pertaining to the fair and orderly governance of the Association, and to foster and maintain its purposes for the betterment of the Association and its members, including, but not limited to, rules regarding construction, design, and aesthetic standards; rules governing the time, place, and manner of Members’ assemblies on common areas; and behavioral rules for properties, but only to implement a provision of the declaration or to regulate behavior that adversely affects the enjoyment of other properties or the common areas. All rules shall be reasonable.
Before adopting, amending, repealing any rule, the Board shall notify the Members of its intent and provide the text of the rule and the date on which the proposed action by the Board will be considered.
After adopting, amending, or repealing any rule, the Board shall provide the Members with a copy of the text of the change.
The Board of Directors may establish rules setting fines or penalties for violations of any restriction or requirement of the Association. This may be done by the Board of Directors establishing a schedule of fines or penalties.
ARTICLE III
OFFICERS AND THEIR DUTIES
Section 1. (a) The officers of this association shall be a President, Vice President, Secretary, Treasurer and Executive Secretary, who shall be elected by and hold office at the will of the Board of Directors. The Board of Directors may also, from time to time, name other or assistant officers, who shall hold office at the will of the Board of Directors.
(b) The President and the Vice President shall at all times be directors. It is not required that either the Secretary, Treasurer or the Executive Secretary shall be a director or a member of the association. The offices of the Secretary and Treasurer may be held by the same person.
(c) The Board of Directors may appoint or remove any officer or employee at pleasure, and any vacancy caused by removal, resignation, death, cessation of membership in the association for any cause whatever, may be filled by the Board of Directors as it may deem advantageous.
Section 2. The President shall preside over all meetings of the members and directors, shall sign all instruments of writing to be executed by the association, and as he may be directed by the Board of Directors, and he shall perform such other duties as may be conferred upon him by the Board of Directors, but his authority shall be subject to the control and direction of the Board of Directors at all times.
Section 3. The duties of the Vice President shall be to do and perform all the duties of the President in the absence or inability of the President.
Section 4. The duties of the Secretary and/or Executive Secretary shall be to keep a permanent and complete record of all proceedings of each meeting of the Board of Directors and of the association members, and to keep the officers informed of all such proceedings whenever called upon; to call special meetings of the association members, and to keep the officers informed of all such proceedings whenever called upon; to call special meetings of the Board of Directors and of the association members whenever requested by the President or the Vice President or a majority of the Board of Directors; to keep a list of all members of the association and their addresses; and to do and perform all other duties that usually and properly pertain to the office of Secretary. In the case of the failure, absence, inability or refusal of the Secretary to perform his duties, the President may appoint someone to act in his stead until the next meeting of the Board of Directors, in such event the Secretary shall turn over to his successor in office all papers, records, books and other property belonging to the association.
Section 5. The duties of the Treasurer shall be to receive and deposit in such banks or bank as the Board of Directors may from time to time direct all moneys belonging to the association; to keep a true and detailed account of all moneys received and paid out; to make financial report in writing at each annual meeting of the association members whenever he may be requested to do so, and to make such a report at any meeting of the Board of Directors whenever requested; to turn over to his successor in office all moneys, records, papers and other property then on hand belonging to the association; and to do and perform all other duties that usually and properly pertain to the office of Treasurer.
Section 6. The President and Vice President shall not receive any compensation for their services.
ARTICLE IV
ASSOCIATION MEETINGS
Section 1. The regular annual meeting of the members of this association herein called the “Association Meeting” shall be held on the first Wednesday of October of each year, and at such place as may be fixed by the Board of Directors and set out in the notice of the meeting, provided however, that the Board of Directors shall have the right to fix any other time either on or after the first Wednesday of October of each year, and at such place as may be fixed by the Board of Directors and set out in the notice of the meeting, provided however, that the Board of Directors shall have the right to fix any other time either on or after the first Wednesday of October of each year by appropriate order entered on the minutes of the meeting of the Board of Directors of such time and place of meeting as fixed.
Special meetings, including emergency meetings, of the Members of the Association to address any matter affecting the Association shall be held an any time if the President, a majority of the Board of Directors, or at least 10% of the Members call such a meeting. If the special meeting has not been set within 30 days, the requesting Members may directly notify all the Members of the meeting.
Meetings may be held by telephonic, video, or other interactive conferencing process format. Meetings shall be conducted in an orderly and efficient fashion, but do not need to be conducted pursuant to Robert’s Rules of Order. Members shall be given a reasonable opportunity to comment during meetings.
Section 2. The Members of the Association shall be notified by the President, Vice President, Secretary, Treasurer, or Executive Secretary as provided herein, including the time, date, place, and agenda for the meeting, at least 10 days and not more than 60 days prior to the meeting. Notification shall include a statement of the general nature of any proposed revisions to the declaration or bylaws, any budget proposal or changes, and any proposal to remove an officer or director. However, the minimum time to give notice may be reduced for an emergency meeting.
Section 3. At any regular or special association meeting, ten members shall constitute a quorum for the transaction of business; and a majority vote of those present shall be necessary to elect a director or transact any other business.
If the meeting is not held at the time specified because of the lack of a quorum or other cause, the meeting may be adjourned from day to day until a quorum can be held, or until a day certain.
BOARD OF DIRECTORS MEETINGS
Section 4. Regular meetings of the Board of Directors shall be held at such times and place as the Board of Directors may designate, but shall be held at least annually, and at a location which is convenient for the attendance by the Members of the Association. Notice of the regular meeting of the Board of Directors shall be given to the Members of the Association at least five days prior to the meeting unless the meeting is an emergency meeting or described in a schedule previously given to the Members. The Notice must include the time, date, place, and agenda. Copies of materials distributed except unapproved minutes or materials for executive sessions shall be reasonably available to Members. Meetings may be held by telephonic, video, or other interactive conferencing process format, but the Notice must state how the meeting will be conducted and how Members of the Association may participate. All such meeting information shall be posted on the Association’s website prior to the meeting.
A special or emergency meeting of the Board of Directors may be held at any time by the call of the President, Vice President, or Secretary. Notice of such meeting shall be given to Board members as provided herein, with notice to Members given as provided herein. The Board shall also post such notice on the Association’s website. Notice shall include the time, place, date, and agenda of the meeting and be given at least 5 days in advance of the meeting, except in the case of an emergency meeting, in which case notice shall be given as soon as is practical.
Section 5. Meetings of the Board shall he open to Members of the Association except for executive sessions. Executive Sessions are limited to discussions involving:
a. Consultation with the Association’s attorney,
b. Litigation or related alternative proceedings,
c. Labor or personnel matters,
d. Leases, commercial transactions, or purchases if releasing such would compromise the Association’s position, and
e. Matters that violate the privacy of any person.
Board members shall not use social or other casual meetings to conduct Association business or otherwise evade the openness of Board meetings.
Section 6. A quorum for a Board meeting is the number needed to cast a majority of votes.
Section 7. Meetings shall be conducted in an orderly and efficient fashion, but do not need to be conducted pursuant to Robert’s Rules of Order.
ARTICLE V
VOTING
Section 1. At all association meetings each member shall have the right to vote in person or by proxy, but all proxies shall be in writing and shall be filed with the Secretary before the meeting. Each member shall have but one vote. Proxies can be either directed or undirected; are valid only for the meeting at which the proxy is cast; must be dated and not revocable; and no Member, other than a member of the Board of Directors, may cast undirected proxies representing more than 15% of the votes in the Association. Absentee voting shall not be permitted. A majority of the votes cast shall determine the outcome of any issue. Attendance and voting at such meetings may be by telephonic, video, or other interactive conferencing process. Votes, including for those attending by telephonic, video, or other interactive conferencing process format, may be by voice, show of hands, or any other method which allows participation by the Members and proper recording of the votes cast.
Section 2. No Directors may vote by proxy at any Board of Directors’ meeting. No director
shall be permitted to vote at any Board of Directors’ meeting unless he is present at such meeting.
ARTICLE VI
AMENDMENTS
Section 1. These Bylaws may be altered, amended, added to, or repealed at any Association meeting by a two-thirds vote of those present, if there be a quorum.
ARTICLE VII
RECORD KEEPING
Section 1. The Association shall keep its books and records in accordance with its duties herein and as set forth in state law. Except for records which may be withheld, all records shall be available for inspection and copying by Members or their agents upon 10 days’ written notice reasonably identifying the specific records of the Association that have been requested. The Association may charge a reasonable fee for the costs of copying any such records.
ARTICLE VIII
NOTICE
Section 1. The Association shall give Members notice at the mailing or electronic mail address each owner designates. In the absence of a designation, notice may be given by hand delivery, U.S. Mail or commercial delivery service, electronically, or by any other method reasonably calculated to provide notice. An ineffective notice after a good faith effort to deliver does not nullify a subsequent action of the Association.
The above By-Laws were adopted at the meeting of the Association on May 15, 2022
No comments:
Post a Comment