BYLAWS OF ESSEX PARK HOMEOWNERS ASSOCIATION INC.
NAME, MEMBERSHIP, APPLICABILITY AND DEFINITIONS
Section 1. Name.
The name of the association shall be Essex Park Homeowners association, Inc. (hereinafter sometimes referred to as the “Association”).
Section 2. Definitions.
The words used in these Bylaws shall have the same meaning as set forth in that Declaration Covenants, Easements and of Restrictions For Essex Park filed with the Porter County Recorder on February 2, 2001 (said Declaration, as amended, renewed or extended from time to time, is hereafter sometimes referred to as the “Declaration”), or in the Articles of Incorporation, unless the context shall prohibit.
ASSOCIATION: MEETINGS, QUORUM, VOTING, PROXIES
Section 1. Membership
The Association shall have one (1) class of membership, as more fully set forth in the Articles of Incorporation, the terms of which pertaining to membership are specifically incorporated herein by reference.
Section 2. Place of Meetings
Meetings of the association shall be held at a suitable place convenient to the members as may be designated by the Board of Directors.
Section 3. Annual Meetings
Annual meetings of the members shall be held at a date and time set by the Board of Directors.
Section 4. Special Meetings
The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or upon a petition signed by at least ten percent (10%) of the total votes of the Association. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 5. Notice of Meetings
Written or printed notice stating the place, day and hour of any meeting of the members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) days nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting.
In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed as his address as it appears on the records of the Association, with postage thereon prepaid.
Section 6. Waiver of Notice
Waiver of notice of meeting of the members shall be deemed the equivalent of proper notice. Any member may, in writing waive notice of any meeting of the members, either before or after such meeting. Attendance at a meeting by a member, whether in person or by proxy, shall be deemed a waiver by such member of notice of the time, date and place thereof, unless such member specifically objects to a lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed a waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to a vote.
Section 7. Adjournment of Meetings
If any meeting of the Association cannot be held because a quorum is not present, 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 five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to members in the manner prescribed for regular meetings.
The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, provided that at least twenty five (25%) of the total votes of the Association remains present in person or by proxy, and provided further that any action taken shall be approved by at least a majority of the members required to constitute a quorum.
Section 8. Voting
The voting rights of the members shall be one (1) vote per lot.
Section 9. Proxies
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his or her Residential Unit or upon receipt of notice by the Secretary of the Board of the death or judicially declared incompetence of a member or upon the expiration of eleven (11) months from the date of the proxy.
Section 10. Majority
As used in these Bylaws, the term “majority” shall mean those votes of members representing more than fifty percent (50%) of the total number of lots.
Section 11. Quorum
Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of the members representing one half (1/2) of the lots shall constitute a quorum at all meetings of the Association. Any provision in the declaration concerning quorums is specifically incorporated herein.
Section 12. Conduct of Meetings
The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transaction occurring thereat.
Section 13. Action Without a Meeting
Any action required by a law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by at least two-thirds (2/3) of all of the members entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a majority and two-thirds vote of the members.
BOARD OF DIRECTORS: NUMBER, POWERS, MEETING
A. Composition and SelectionSection 1. Governing Body; Composition
The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Article, the Directors shall be members or spouses of such members; provided, however, no person and his or her spouse may serve on the Board at the same time. However, this restriction shall not apply to the originally named board of directors.
Section 2. Directors During Declarant Control
The Directors shall be selected by the Declarant acting in its sole discretion and shall serve at the pleasure of the Declarant until such time as is specified in Article II, Paragraph 3.5 of the Declaration, unless the Declarant shall earlier surrender this right to select Directors. The Directors selected by the Declarant need not be owners or residents in the Project. After the period of Declarant appointment, all Directors must be members of the Association.
Section 3. Number of Directors
The Association shall have three (3) Directors.
Section 4. Nomination of Directors
Nominations for election to the board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of directors, and two (2) more members of the Association. The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each such annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion, but in no event less than the number of vacancies or terms to be filled. Nominations shall be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the members to solicit votes.
Section 5. Election and Term of Office
Notwithstanding any other provision contained herein:
All Directors shall be elected at-large. All members of the Association shall vote upon the election of Directors. The term of each Director shall be fixed at two (2) years. The Director terms shall be staggered such that one director is elected in a given year and the other two directors are elected in the following year. The members of the Board of directors shall hold office until their respective successors shall have been elected by the Association.
Section 6. Removal of Directors and Vacancies
Unless the entire Board is removed from office by the vote of the members, an individual Director shall not be removed prior to the expiration of his or her term of office, except by the vote of a majority of members. In the event of death or resignation of a Director, his or her successor shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of the predecessor.
Section 7. Voting Procedure for directors
The first election of the Board shall be conducted at the first meeting of the Association. 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 provision of the Declaration. The persons receiving the largest number of votes shall be elected.
Section 8. Organization Meetings
The first meeting of the members of the Board of Directors following each annual meeting of the membership shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board.
Section 9. 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. Notice of the time and place of the meeting shall be communicated to Directors not less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting.
Section 10. Special meetings
Special meetings of the Board of Directors shall be held when called by written notice signed by the President, Vice President or Secretary of the Association, or by any Director. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each Director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage paid; (c) by telephone communication, either directly to the Director or to a person at the Directors office or home who would reasonably be expected to communicate such notice promptly to the Director, or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director’s address or telephone number as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United Stats mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned, or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting.
Section 11. Waiver of Notice
The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the Directors not present signs a written waiver or notice, a consent to holding the meeting, or approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 12. Quorum of Board of Directors
At all meetings of the board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. At 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.
Section 13. Compensation
No Director shall receive any compensation from the Association for acting as such unless approved by a majority vote of the total vote of the Association at a regular or special meeting of the Association.
Section 14. Conduct of Meetings
The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings.
Section 15. Open Meetings
All meetings of the Board of Directors shall be open to all members, but members other than the Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board.
Section 16. Executive Session
The Board may, with approval of a majority of a quorum adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
Section 17. Action Without a Formal Meeting
Any action to be taken at a meeting of the Directors or any action that may be taken at a meeting of the Directors may be takenwithout a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.
C. Powers and Duties
Section 18. Powers
The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association’s affairs and, as provided by law, may do all acts and things as are not by the Declaration, Articles of Incorporation or these Bylaws directed to be done and exercised exclusively by the members.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may be hereafter adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but not limitation:
(a) Preparation and adoption of an annual budget in which there shall be established the assessment to be levied against each lot;
(b) Establish means and methods of collecting assessments;
(c) Providing for the operation, maintenance, repair and replacement of the Park;
(d) Designating, hiring and dismissing the personnel necessary for the maintenance, operation, repair and replacement of the Park, and where appropriate, providing for the compensation of such personnel and the purchase of equipment, supplies and material to be used by such personnel in the performance of their duties;
(e) Collecting the Assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association;
(f) Making and amending rules and regulations
(g) Opening of bank accounts on behalf of the Association and designating the signatories required;
(h) Enforcing by legal means the provisions of the Declaration, these Bylaws, and the Rules and Regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the members or the Association;
(i) Obtaining and carrying insurance against casualties and liabilities, and paying the premium cost thereof; and
(j) Paying the cost of all services rendered to the Association or its members.
Section 1. Officers
The officers of the Association shall be a President, Vice President, Secretary and Treasurer. The Board of Directors may elect such other officers, including one or more Assistant secretaries and one or more Assistant Treasurers, as it shall deem desirable to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the members of the Board of
Section 2. Election, Term of Office and Vacancy
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the members, as herein set forth in Article III. A vacancy in any office arising because of death, resignation, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Removal
Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 4. Powers and duties
The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association. The treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.
Section 5. Resignation
Any officer may resign at any time by giving written notice to the Board of Directors, President, or Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Committees to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee shall be composed as required by law and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.
Section 1. Fiscal Year
The initial fiscal year of the Association shall be set by resolution of the Board of Directors.
Section 2. Parliamentary Rules
Except as may be modified by Board resolution establishing modified procedures, Robert’s Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Indiana law, the Articles of Incorporation, the Declaration, or these Bylaws.
If there are conflicts or inconsistencies between the provisions of Indiana law, Articles of Incorporation, the Declaration, the Bylaws, the provisions of Indiana law, the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
Section 4. Books and Records
(a) Inspection By members and Mortgagees – The Declaration and Bylaws, membership register, books of account, and minutes of meetings of the members, the Board and committees shall be made available for inspection and copying by any Mortgagee, member of the Association, or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a member at the office of the association or at such place within the Project as the Board shall prescribe.
(b) Inspection By Directors – Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents at the expense of the Association.
Section 5. Notices
Unless otherwise provided in these Bylaws, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by registered or certified mail, return receipt requested, first class postage prepaid:
(a) If to a member, at the address which the member has designated in writing and filed with the Secretary, or if no such address has been designated, at the residence address of the member; or
(b) If to the Association or the Board of Directors, at the principal office of the Association, or at such other address as shall be designated by the notice in writing to the Owners pursuant to this section.
Section 6. Amendment
These Bylaws may be amended only by the affirmative vote (in person or by proxy) or written consent of members representing seventy-five percent (75%) of the lots on Essex Park (not seventy-five percent (75%) of a quorum).