ARTICLES OF INCORPORATION
OF
EAGLE CREST HOMEOWNERS ASSOCIATION
The undersigned, for the purpose of incorporating a not-for-profit corporation under the Nebraska Nonprofit Corporation Act, does hereby certify and adopt the following Articles of Incorporation.
ARTICLE I.
Name
The name of the Corporation is Eagle Crest Homeowners Association, hereinafter referred to as the “Association.”
ARTICLE II.
Designation
The Association is a mutual benefit corporation.
ARTICLE III.
Duration
The Association shall have perpetual duration.
ARTICLE IV.
Purposes of the Association
The purpose of the Association shall be to act as the Association under: (i) the Declaration of Covenants, Conditions, Restrictions and Easements for Eagle Crest, a Subdivision in Sarpy County, Nebraska, dated, October 18, 1996, filed with the Sarpy County Register of Deeds on October 22, 1996, Instrument No.96-021417, (ii) and any declarations recorded against subsequent phases of Eagle Crest, all as may be amended from time to time (herein collectively referred to as the “Declaration”), for the health, safety, recreation, welfare and enjoyment of the residents of Eagle Crest, a subdivision, as surveyed, platted and recorded in Sarpy County, Nebraska, together with such additional residential lots as shall be developed in additional phases or parts of Eagle Crest (herein the “Property”).
ARTICLE V.
Membership and Voting
The Association shall have members. The Property as presently been divided into residential lots and will also include additional residential lots in subsequent phases or parts of Eagle Crest all of which are being regulated by the Association (referred to as the “Lots”). For purposes of these Articles and the Declaration, the term “owner” of the Lot means and refers to the record owner, whether one or more persons or entities, of fee simple title to a Lot, but excluding, however, those parties having any interest in any of such Lots merely as security for the performance of an obligation (such as a contract seller, the trustee or beneficiary of a deed of trust, or a mortgagee). The purchaser of a Lot under a land contract or similar instrument shall be considered to be the “owner” of the Lot for purposes of these Articles. Membership shall be appurtenant to ownership of each Lot. The owner of each Lot, whether one or more persons and entities, shall be a Member and shall be entitled to one (1) vote on each matter properly coming before the Members of the Association.
ARTICLE VI.
Powers and Dissolution
The Association shall have all of the powers conferred upon not-for-profit corporations under the Nebraska Nonprofit Corporation Act. Without limitation of the foregoing, the Association shall have the powers and authority described in the Declaration, as amended from time to time, including the power to fix, charge and collect charges, dues and assessments to members of the Association. No part of the net earnings of the Association shall inure to the benefit of any private member, trustee, director or officer of the Association, or any private individual, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV above. The Association is irrevocably dedicated to operate exclusively for the purposes stated in Article IV above, and upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such a manner as shall at that time qualify under the Internal Revenue Code, as amended, and on the terms and in the manner as the Board of Directors shall determine at that time.
ARTICLE VII.
Registered Agent
The initial registered office of the Association is located at 10050 regency Circle, Suite 200, Omaha, Nebraska 68114, and the initial registered agent at such address is James D. Buser.
ARTICLE VIII.
Officers and Directors
The affairs of the Association shall be managed by a Board of not fewer than three (3) nor more than nine (9) directors, as permitted by applicable law and from time to time as may be set forth in the Bylaws, and by its President, Vice President, Secretary and Treasurer and one or more officers or assistants thereto as from time to time may be authorized by the Bylaws. Until election and qualification of successors, the initial Board of Directors of the Association are three (3) in number, whose names and respective street addresses are:
Michael F. Rogers
8250 Grover Street
Omaha, Nebraska 68124
Floyd D. East
8208 S. 109th Street
LaVista, Nebraska 68128
Joseph P. Rogers
8250 Grover Street
Omaha, Nebraska 68124
ARTICLE IX.
Incorporators
The name and street address of the incorporators are as follows;
Michael F. Rogers
8250 Grover Street
Omaha, NE 68124
Floyd D. East
8208 S. 109th Street
LaVista, NE 68128
ARTICLE X.
Bylaws
The Directors of the Association shall adopt its initial Bylaws with any provisions found to be appropriate, convenient or necessary for the management and affairs of the Association not inconsistent with law and these Articles of Incorporation, and from time to time, in the manner set out therein, to amend, alter, or revoke all or any part of the Bylaws.
ARTICLE XI.
Abatement of Dues and Assessments
The Board of Directors may abate all or part of the dues and assessments due in respect of any Lot. All dues and assessments due in respect of any Lot shall be abated during the period such lot is owned by the Declarant under the Declaration.
ARTICLE XII.
Indemnification
The Corporation shall, to the extent permitted by the Nebraska Nonprofit Corporation Act, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. Notwithstanding the foregoing, the indemnification provided for in this Article shall not be deemed exclusive of any other right to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any Bylaws of this Association, agreement, vote or consent of shareholders or disinterested directors or otherwise.
ARTICLE XIII.
Amendment
These Articles of Incorporation may be amended or modified in accordance with the requirements of the Business Corporation Act, provided, however, that alteration, amendment, or revocation of Article XI of these Articles of Incorporation shall require approval by not less than ninety-seven percent (97%) of the Members of the Association.
DATED:________________, 1999
______________________________________
Michael F. Rogers, Incorporator and Director
______________________________________
Floyd D. East, Incorporator and Director
______________________________________
Joseph P. Rogers, Director
CONSENT IN LIEU OF INITIAL MEETING
OF
BOARD OF DIRECTORS
OF
EAGLE CREST HOMEOWNERS ASSOCIATION
The undersigned, being all of the Directors of Eagle Crest Homeowners Association, a Nebraska not-for-profit corporation (the “Corporation”), do hereby consent, pursuant to the Nebraska Nonprofit Corporation Act, to the adoption of and do hereby adopt the following resolutions and declare them to be in full force and effect as if adopted at a regularly or specially held meeting of the Directors of the Corporation:
RESOLVED, that the following persons be, and each of them is, elected to hold the offices set forth opposite their respective names, each to hold office until their successors have been elected.
Name Office
Michael F. Rogers President and Treasurer
Floyd D. East Vice President and Secretary
RESOLVED, that the Secretary of the Corporation be, and he hereby is authorized and directed to procure all corporate books which are necessary or appropriate in connection with the business of the Corporation.
RESOLVED, that the President of the Corporation be, and he hereby is authorized to pay all charges and expenses incident to or arising out of the organization of the Corporation.
RESOLVED, that all contracts and agreements of the Corporation, including, but not by way of limitation, leases, bonds, mortgages and security agreements be executed on behalf of the Corporation by the President or by any two of the other officers of the Corporation.
RESOLVED, that the Treasurer of the Corporation is hereby authorized to open such bank accounts in the name and on behalf of the Corporation that he may deem necessary, and that checks signed by officers designated on the resolutions applied by such bank shall be honored and paid by such bank and charged to the account of the Corporation.
RESOLVED, that the Bylaws of the Corporation attached to this Consent be, and they are hereby in all respects approved and adopted as and for the Bylaws of the Corporation.
RESOLVED, that the acts and deeds of the Incorporators of the Corporation are hereby approved and ratified in all respects and particulars.
DATED effective as of the 9th day of July, 1999.
____________________________
Michael F Rogers
_____________________________
Floyd D. East
_____________________________
Joseph P. Rogers
BYLAWS
OF
EAGLE CREST HOMEOWNERS ASSOCIATION
Article I
Plan of Ownership
Section 1. Name and location. The name of the corporation is EAGLE CREST HOMEOWNERS ASSOCIATION (hereinafter referred to as the “Association”). The initial office of the Association shall be located at 8250 Grover Street, Omaha, Nebraska 68124, but meetings of members and directors may be held at such places within Nebraska as may be designated by the Board of Directors.
Section 2. Application. All present and future owners, mortgagees, lessees and occupants of the Lots and their employees, and any other persons who may use the facilities of the Association in any manner are subject to these Bylaws and rules and regulations pertaining to the use and operation thereof. The acceptance of a deed or conveyance, or the execution of a lease, or the act of occupancy of any Lot in the Property shall constitute an acceptance of and agreement to comply with the provisions of these Bylaws.
Article II
Definitions
Section 1. Lot. “Lot” or “Lots” shall mean and refer to each or all or the following Lots:
Lots 1 through 31, inclusive, and Lots 33 through 201, inclusive, in
Eagle Crest, a subdivision as surveyed, platted and recorded in Sarpy
County, Nebraska.
Section 2. Common Facility. “Common Facility” shall mean facilities for the general use, benefit and enjoyment of the Members. Common Facilities may include, but shall not be limited to recreational facilities such as tennis courts, health facilities, playgrounds and parks; dedicated and non-dedicated roads, paths, ways and green areas; and signs and entrances to Eagle Crest. Common Facilities may be situated on property owned or leased by the Association, or on dedicated property.
Section 3. Declaration. “Declaration” shall collectively mean and refer to: (i) the Declaration of Covenants, Conditions, Restrictions and Easements of Eagle Crest, a Subdivision in Sarpy County, Nebraska, dated October 18, 1996, and filed with the Sarpy County Register of Deeds on October 22, 1996, Instrument No 96-021427, as may be amended from time to time; and (ii) any declarations recorded against subsequent phases of Eagle Crest.
Section 4. Owner. “Owner” of a Lot shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to a Lot, but excluding however those parties having any interest in any of such Lots merely as security for the performance of an obligation (such as a contract seller, the Trustee or Beneficiary of a deed of trust or, or a mortgagee). A purchaser of a Lot under a land contract or similar instrument shall be deemed to be the Owner of the Lot for purposes of the Declaration and these Bylaws.
Section 5. Association. “Association” shall mean and refer to EAGLE CREST HOMEOWNERS ASSOCIATION, a Nebraska not for profit corporation, its successors and assigns,
Section 6. Members. “Member” shall mean and refer to each Owner of a Lot.
Article III
Board of Directors
Section 1. Initial Number and Qualification. The initial Board of Directors shall consist
of those individuals designated in the Articles of Incorporation of the
Association. Such Directors and their
successors elected in
accordance with Section 4 of this article shall serve until the first annual
meeting of the Members, or until their successors are duly electedselected and qualified.
Section 2. Number and Qualification After Annual Election. After the first annual election, the Board of Directors shall be composed of not fewer than three (3) nor more than nine (9) directors, and commencing with the electionheld in 2000, each of whom shall be a Member or an Owner, an executive officer of a corporate Owner, or a partner of a partnership Owner.
(a) As of July 1, 2008, the process for selection of the board members shall be in
accordance with the process described in Section 4 of this Article.
Section 3. Powers and Duties. Purposes and
Responsibilities. The Board of Directors shall have the powers
conferred upon not for profit corporations by the Nebraska Nonprofit
Corporation Act, and all powers and duties necessary and appropriate to
accomplish the Purposes and administer the affairs of the Association. The powers and duties to be exercised by the
Board of Directors, and upon authorization of the Board of Directors by the
Officers, shall may include but shall
not be limited to, the following:
(a)
The development, operation and
administration of Common Facilities,
and the enforcement of the rules
and regulations relating to the Common Facilities.
(b)
The fixing, levying, collecting,
abatement, and enforcement of all
charges, dues, or assessments
made pursuant to the terms of the Declaration.
(c)
The expenditure, commitment and payment
of Association funds to
accomplish the purposes of the
Association including, but not limited to, purchase of insurance covering any
Common Facility against property damage and casualty, and purchase of liability
insurance coverages for the Association, the Board of Directors of the
Association and the Members.
(d)
The exercise of all the powers and
privileges and performance of all
of the duties and obligations of
the Association as set forth in the Declaration, as the same may be amended
from time to time.
(e)
The acquisition by purchase or
otherwise, holding, or disposition of any
right, title or interest in real
or personal property, wherever located, in connection with the affairs of the
Association.
(f)
The deposit, investment and reinvestment
of Association funds in bank
accounts, securities, money
market funds or accounts, mutual funds, pooled funds, certificates of deposit
or the like.
(g)
The employment of professionals and
consultants to advise and assist
the Officers and Board of
Directors in the performance of their duties and responsibilities for the
Association.
(h)
General administration and management
of the Association, and execution
of such documents and doing and
performance of such acts as may be necessary or appropriate to accomplish such
administration and management.
(i)
The doing and performing of such acts,
and the execution of such
instruments and documents as may
be necessary or appropriate to accomplish the purposes of the Association.
(a) The acquisition, development, maintenance, repair, replacement, operation and administration of Common Facilities, and the enforcement of the rules and regulations relating to the Common Facilities.
(b) The Landscaping, mowing, watering, repair and replacement of parks and other public property and improvements on parks or public property within or near Eagle Crest.
(c) The fixing, levying, collecting, abatement, and enforcement of all charges, dues, or assessments made pursuant to the terms of this Declaration.
(d) The expenditure, commitment and payment of Association funds to accomplish the purposes of the Association including, but not limited to, payment for purchase of insurance covering any Common Facility against property damage and casualty, and purchase of liability insurance coverages for the Association, the Board of Directors of the Association and the Members.
(e) The exercise of all of the powers and privileges, and the performance of all of the duties and obligations of the Association as set forth in this Declaration, as the same may be amended from time to time.
(f) The acquisition by purchase or otherwise, holding, or disposition of any right, title or interest in real or personal property, wherever located, in connection with the affairs of the Association.
(g) The deposit, investment and reinvestment of Association funds in bank accounts, securities, money market funds or accounts, mutual funds, pooled funds, certificates of deposit or the like.
(h) The employment of professionals and consultants to advise and assist the Officers and Board of Directors of the Association in the performance of their duties and responsibilities for the Association.
(i) General administration and management of the Association, and execution of such documents and doing and performance of such acts as may be necessary or appropriate to accomplish such administration or management.
(j) The doing and performing of such acts, and the execution of such instruments and documents, as may be necessary or appropriate to accomplish the purposes of the Association.
Section 4. Election Selection and
Term of Office. Commencing
with the first annual meeting of the Association, the Members entitled to vote
shall elect one-third (1/3) of the total number of Directors for a term of one
(1) year, one third (1/3) for a term of two (2) years, and one third (1/3) for
a term of three (3) years; and at such annual election thereafter, the Members
entitled to vote shall elect Directors to replace the total number of Directors
whose term is then expiring.
Selection and Term of Office. Effective as of July 1, 2008, the Board of
Directors will consist of 7 resident members who will ultimately fill two (2) year terms. The Eagle Crest Homeowners Association Board (HOA Board) will consist of one (1) of the elected SID #179 (Eagle Crest) resident board members and six (6) randomly selected resident homeowners of the Eagle Crest subdivision. The SID board member will change every year and will be filled randomly by the same method as the six (6) resident homeowners above upon the annexation of SID #179 for a two (2) year term. Of the six (6) initial resident board members, three (3) will serve one (1) year terms and three (3) will serve one (1) year terms. Random selections (one) 1, three (3), and five (5) will serve one (1) year terms and those random selected as numbers two (2), four (4), and six (6) will serve two (2) year terms. All terms will be two (2) years thereafter.
The random number table to be used to select all future board members is as follows:
|
55 |
148 |
61 |
135 |
97 |
35 |
201 |
78 |
24 |
52 |
22 |
86 |
45 |
43 |
121 |
102 |
60 |
13 |
198 |
132 |
|
161 |
10 |
104 |
109 |
119 |
85 |
48 |
83 |
70 |
141 |
197 |
144 |
123 |
163 |
172 |
39 |
115 |
94 |
42 |
14 |
|
75 |
12 |
29 |
176 |
159 |
129 |
2 |
77 |
15 |
118 |
7 |
110 |
137 |
73 |
152 |
180 |
171 |
99 |
25 |
41 |
|
82 |
177 |
196 |
105 |
62 |
166 |
64 |
146 |
69 |
93 |
170 |
67 |
88 |
168 |
87 |
125 |
66 |
113 |
145 |
157 |
|
130 |
68 |
182 |
127 |
158 |
173 |
71 |
28 |
192 |
44 |
124 |
49 |
183 |
126 |
194 |
117 |
38 |
4 |
111 |
179 |
|
58 |
186 |
193 |
195 |
36 |
107 |
149 |
191 |
164 |
147 |
188 |
184 |
103 |
100 |
40 |
26 |
156 |
108 |
122 |
151 |
|
57 |
3 |
153 |
167 |
138 |
187 |
91 |
33 |
23 |
46 |
139 |
20 |
101 |
162 |
175 |
8 |
89 |
63 |
19 |
1 |
|
51 |
50 |
181 |
112 |
133 |
165 |
150 |
199 |
9 |
160 |
16 |
169 |
32 |
53 |
140 |
11 |
120 |
30 |
17 |
190 |
|
136 |
79 |
106 |
174 |
81 |
155 |
34 |
5 |
200 |
114 |
76 |
143 |
27 |
116 |
134 |
178 |
18 |
56 |
185 |
128 |
|
84 |
142 |
74 |
65 |
6 |
90 |
98 |
21 |
59 |
96 |
54 |
131 |
189 |
37 |
31 |
92 |
154 |
47 |
72 |
80 |
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 5. Removal of Board of Directors. At any regular or special meeting of
Members of the Board of Directors any one or
more of the Directors may be removed with or without cause by two-thirds
a vote of the majority of the Members of the Board of Directors. entitled to vote and a
A successor may will
then and there or thereafter be elected selected, in accordance with the process described in Section
6 of this Article, to fill the vacancy thus created. Any member of the Board of Directors whose
removal has been proposed by the Voting Members of the
Board of Directors shall be given an opportunity to be heard at the
meeting.
Section 6. Vacancies. Vacancies
in the Board of Directors caused by any reason other than the removal by a
vote of the Members of the Board of Directors entitled
to vote, shall be filled in accordance with the
process described in Section 4 of this Article. by a vote of a
majority of the remaining Directors at a special meeting held for that purpose,
even though the Directors present at such meeting may constitute less than a
quorum. Each person so elected
selected shall be a Director for the remainder
of the term of the Director so removed. and
until a successor shall be elected at an annual meeting of the Members. If the remainder of
the term is fewer than six (6) months, the interim member shall continue to
serve the entirety of what would have been the next term as well. If the interim member’s term is more than six
(6) months, the interim member’s term shall be over at the end of the interim
period. A new member shall be selected
to fill the new term in accordance with the process described in section 4 of
this Article.
Section 7. Annual Meeting.
The annual meeting of the Board of Directors shall be held within ten
(10) days following the annual meeting of the Members, during July of each year at such time and place as
shall be fixed by the Members the Board of
Directors. at the meeting.
No notice shall be necessary to the newly elected selected Board of Directors in order legally to
constitute such meeting, providing a majority a
quorum of the whole Board of Directors, shall be present at such
meeting.
Section 8. Regular Meetings.
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 the Directors,
but at least one such meeting shall be held during each fiscal year. Notice of regular meetings of the Board of
Directors shall be given to each Director, by mail, at least three (3)
business days prior to the day named for such meeting.
Section 9. Special Meetings.
Special meetings of the Board of Directors may be called by the
President on three business days’ notice to each Director, given by mail,
which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors
shall be called by the President or Secretary in like manner and on like notice
on the written request of at least twenty percent (20%) of the Directors then
in office.
Section 10. Waiver of Notice and Consents in Lieu of Meetings. Any Director may, at any time, waive notice of any meeting of the Board of Directors in writing, any such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall constitute 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. Business may be transacted and approved by the Board of Directors in the form of a written consent in lieu of a regular or special meeting provided all of the Directors shall have executed such written consent.
Section 11. Quorum of Board of Directors. At all meetings of the Board of Directors, a
majority five of the Directors shall
constitute a quorum for the transaction of business, and the votes of a
majority five of the Directors present at a
meeting at which a quorum is present shall constitute the decision of the Board
of Directors. If at any meeting of the
Board, there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time.
At any such adjourned meeting at which a quorum is present, any business
which might have been transacted at the meeting originally called, may be
transacted without further notice. Directors may vote by written proxy. Meetings which require the transaction of
business may be held when the number of Directors present in addition to the
number of proxy votes regarding matters scheduled to come before the board are
equal to or greater than the total of five required to constitute a quorum. No new business may come before the Board
unless a quorum is physically present.
Section 12. Fidelity Bonds. The Board of Directors may obtain fidelity bonds for all officers and employees of the Association handling or responsible for Association funds. The premiums for such bonds shall constitute a common expense.
Section 13. Compensation. No Director shall receive any compensation for acting as such; provided, however, the Directors may be reimbursed for any reasonable expenses incurred on behalf of the Association at the direction of the Board.
Section 14. Liability of the Board of Directors. The Directors shall not be liable to the Members for any mistake of judgment, or otherwise, except for their own individual willful misconduct. The Association shall, to the extent permitted by the Nebraska Nonprofit Corporation Act, as amended from time to time, indemnify and reimburse to the greatest extent permitted by law, all persons whom it may indemnify and reimburse pursuant thereto. Notwithstanding the foregoing, the indemnification provided for in this Section shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any Bylaw of this Association, agreement, vote or consent of Members or disinterested Directors or otherwise. It is intended that the Directors shall have no personal liability with respect to any contract made by them on behalf of the Association. It is also intended that the liability of any Member arising out of any contract made by the Board of Directors or out of the indemnity in favor of the Directors shall be limited to a proportion of the total liability thereunder, which proportion shall be equivalent to the proportional rate of assessment of his Lot under the Declaration. Agreements made by the Board of Directors or by the managing agent, or by the manager on behalf of the Association may provide that the Directors or the managing agent, or the manager, as the case may be, are acting only as agents for the Members and shall have no personal liability thereunder (except as Members), and that each Member’s liability thereunder shall be limited to a proportion of the total liability thereunder, which proportion shall be equivalent to the proportional rate of assessment of his Lot under this Declaration.
Article IV
Member’s Meeting and Voting Rights
Section 1. Annual Meetings.
The annual meetings of the Members shall be held on the first Saturday
of February August of each year,
beginning 2000 2009, unless such date
shall occur on a holiday, in which event the meeting shall be held on the
succeeding Saturday. The Members may transact
such other introduce business at such
meetings. as may properly come before them.
Section 2. Place of Meetings.
Meetings of the Members shall be held at the principal office of the
Association Eagle Crest Park or at such
other suitable place convenient to such members as may be designated by the
Board of Directors.
Section 3. Special Meetings. It shall be the duty of the President to call a special meeting of the Members. Additionally, it shall be the duty of the President to call a special meeting of the Members if so directed by resolution of the Board of Directors or upon a petition signed and presented to the Secretary by at least seventy-five percent (75%) of all Members entitled to vote. Special meetings of the Members may not otherwise be called. The notice of any special meeting shall state the time, place, and purpose of the meeting. No business shall be transacted at a special meeting except as stated in the notice.
Section 4. Notice of Meetings.
The Secretary shall mail or personally deliver, at least ten (10) but
not more than sixty (60) days prior to such meeting, stating the purpose
thereof as well as the time and place where it is to be held, to each Member of
record a notice of each annual or special meeting of the Members at the address
of the Lot or at such other address as such Members shall have designated by
notice in writing to the Secretary. The
mailing of a notice of meeting in the manner provided in this Section shall be
considered service of notice. The Secretary shall have the option of posting signs /
notices of meetings at the entrances to Eagle Crest or notifying each Member by
mailing or personally delivering the meeting notice of each annual or special
meeting of the Members to each Member of record. The signs, notice, or correspondence shall
state the purpose as well as the time and place where the meeting is to be held.
The signs will be posted or the correspondence will be mailed / delivered at
least ten (10) but not more than sixty (60) days prior to such meeting. The correspondence will be mailed to the
address of the Lot or to such other addresses as such Members shall have
designated by notice in writing to the Secretary.
Section 5. Adjournment of Meetings. If any meeting of Members cannot be held
because a quorum has not attended, a majority of the Members who are present at
such meeting, either in person or by proxy, may adjourn the meeting to a time
not less than forty-eight (48) hours from the time the original meeting was
called.
Section 5. Order of Business. The order of business at all meetings of the Members shall be as follows.:
(a)
Roll call;
(b)
Proof of notice of meeting;
(c) Reading of minutes of preceding meeting;
(d) Reports of officers:
(e) Report of Board of Directors;
(f) Election Notification
of new members of the Board of Directors
(when so
required);
(g) Unfinished business; and
(h) New business.
Section 7. Voting. The
Members, or some person designated by such Member or Members
to act as proxy on his or their behalf and who need
not be an Owner, shall be entitled to cast the vote appurtenant to a Lot, if
any, at all meetings of Members. The
designation of any such proxy shall be made in writing to the Secretary and
shall be revocable at any time by written notice to the Secretary by the Member
or Members so designating. A fiduciary
shall be the voting member with respect to any Lot owned in a fiduciary
capacity. No vote may be cast on behalf
of any Lot unless all dues, charges or assessments of the Association have been
paid current to the date of any election or to the time of casting such
vote. Further, in the event of the lack
of an agreement among common owners of a Lot as to voting rights, the current
payor of Association dues or charges shall be preferred with the ultimate
decision of voting rights to be made by the Association’s Board of Directors.
Section 8. Quorum. Except as otherwise provided in these Bylaws,
the presence in person or by proxy of Members holding at least one-tenth (1/10)
of the votes entitled to be cast shall constitute a quorum at all meetings of
the Members.
Section 9. Majority
Vote. The vote of a majority of
Members at a meeting at which a quorum shall be present shall be binding upon
all Members for all purposes except where a higher percentage vote is required
by law, or by these Bylaws.
Article V
Officers
Section 1. Designation. The principal officers of the Association shall be the President, the Vice President, the Secretary, and the Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an Assistant Treasurer, an Assistant Secretary, and such other officers as in its judgment may be necessary. The President and Treasurer must be members of the Board of Directors.
Section 2. Election of Officers. Officers shall be elected annually by the Board of Directors at the organization meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors.
Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his or her successor may be elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose.
Section 4. President. The President shall be the chief executive officer of the Association. He or she shall preside at all meetings of the Members and of the Board of Directors. He or she shall have all of the general powers and duties which are normally incident to the office of president of a corporation organized under the law of the State of Nebraska, including but not limited to the power of appointment from among the Members of any committee which he decides is appropriate to assist in the conduct of the affairs of the Association.
Section 5. Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President, on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors or by the President.
Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Members and of the Board of Directors; he or she shall have charge of such books and papers as the Board may direct; and he or she shall, in general, perform all the duties normally incident to the office of secretary of a corporation organized under the law of the State of Nebraska.
Section 7. Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation of all required financial statements. He or she shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Directors, or the managing agent, in such depositories as may from time to time be designated by the Board of Directors, and he or she shall, in general, perform all duties normally incident to the office of treasurer of a corporation organized under the law of the State of Nebraska.
Section 8. Agreement, Contracts, Deeds, Checks, Etc. All agreements, contracts, deeds, leases,
mortgages, checks, and other instruments of the Association shall be executed
by the President or by any two any two of
the other officers of the Association.
Section 9. Compensation of Officers. No officer of the Association shall receive any compensation for acting as such.
Article VI
Operation of the Common Facilities
Section 1. Determination of Dues and Assessments. The Board of Directors shall from time to time, and at least by December, annually prepare a budget for the Association and establish the amount of dues and assessments. The amount of the dues and assessments and the expenditure of funds by the Association shall be governed by applicable provisions of the Declaration. The Board shall advise each Owner in writing of the amount of dues and assessments payable by him, and shall furnish copies of each budget on which such dues and assessments are based to all Owners and to their mortgagees who request a copy in writing.
Section 2. Abatement and Enjoining of Violations. The violation of any rule or regulation adopted by the Board of Directors, or the breach of any Bylaw contained herein shall give the Board of Directors the right, in addition to any other rights set forth in these Bylaws:
(a) To suspend the voting rights of the Lot in question; and/or
(b) To suspend the right of the Owner to use the Common Facilities; and/or
(c) To take such actions as are deemed appropriate by the Board of Directors,
including enjoining, abating, or election to remedy such thing or condition by appropriate legal proceedings.
Section 3. Maintenance and Repair. All maintenance, repairs, and replacements to the Common Facilities, and the Lots (unless necessitated by the negligence, misuse, or neglect of an Owner, in which case such expense shall be charged to such Owner), shall be made by the Association and be charged to all the Owners as provided in the Declaration.
Article VII
Mortgages
Section 1. Notice of Unpaid Dues or Assessments. The Board of Directors, whenever so requested
in writing by a mortgagee of a Lot, shall promptly report any then
unpaid dues or assessments, or other default by the Owner of the mortgaged Lot.
Section 2. Notice of Default. The Board of Directors, when giving notice to an Owner of a default in paying dues or assessments or other default, shall send a copy of such notice to each holder of a mortgage covering such Lot whose name and address has been furnished to the Board.
Section 3. Examination of Books. Each Owner and each mortgagee of a Lot shall be permitted to examine the books of account of the Association at reasonable times, on business days, but not more than once a month. Requests to examine the books shall be made in writing. The review shall take place at a scheduled meeting of the Board of Directors.
Article VIII
Records
Section 1. Records and Audits. The Board of Directors shall keep reasonably detailed records of the actions of the Board, minutes of the meetings of the Board of Directors, minutes of the meetings of the Members, and financial records and books of account of the Association, including a chronological listing of receipts and expenditures, as well as a separate account for each Lot which, among other things, shall contain the amount of dues and assessments against each Lot, the date when due, the amounts paid thereon, and the balance remaining unpaid. A written report summarizing all receipts and expenditures of the Association shall be rendered by the Board of directors to all Members at least annually.
Article IX
Miscellaneous
Section 1. Notices. All notices to the Board of Directors shall be sent by certified mail, receipt requested, in care of the President, or to such other addresses as the Board may hereafter designate from time to time. All notices to any Owner or Member shall be sent by regular mail. All notices to mortgagees of Lots, shall be sent by regular U.S. mail to their respective addresses, as designated by them from time to time, in writing to the Board. All notices shall be deemed to have been given when mailed, except notices of change of address which shall be deemed to have been given when received.
Section 2. Invalidity. The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity or enforceability of the remaining provisions.
Section 3. Captions. The captions herein are inserted only as a manner of convenience and for reference, and in no way define, limit, or describe the scope of these Bylaws, or the intent of any provision thereof.
Section 4. Gender. The use of the masculine gender in these Bylaws shall be deemed to include the feminine gender and the use of the singular shall be deemed to include the plural, whenever the context so requires.
Section 5. Waiver. No restriction, condition, obligation, or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
Section 6. Payment of Assessments. No Owner shall be permitted to convey, mortgage, pledge, hypothecate, sell, or lease his or her Lot unless and until he or she shall have paid in full to the Board all unpaid standard dues and special assessments theretofore assessed by the Board against his or her Lot and unless he or she shall have satisfied all unpaid liens against such Lot, except permitted mortgages.
Article X
Amendments to Bylaws
Section 1. Amendments to Bylaws.
Except as otherwise provided, these Bylaws may be modified or amended by
the Board of Directors or by the majority vote of Members at any annual,
regular or special meeting.