Bylaws of the South Fork Home Owner’s Association
Revised June 23, 2013
ARTICLE 1
Offices
The principal office of the association shall be located at 1288 W Pheasant Run in Springfield Missouri, 65810, but the meetings of the members and Executive Board may be held at such places within the State of Missouri and County of Greene as may be designated by the Executive Board. The registered office of the Association required by the “General Not-for-Profit Corporation Law of the State of Missouri” to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and registered office may be changed by the Executive Board from time to time.
ARTICLE II
Definitions
Section 1.ASSOCIATION shall mean and refer to the SOUTH FORK HOME OWNERS ASSOCIATION, its successors and assigns.
Section 2.PROPERTIES shall mean and refer to that certain real property described in the plat of South Fork and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3.COMMON AREA shall mean all real property owned by the Association for the common use and enjoyment of the Association members.
Section 4.LOT shall mean and refer to the free-simple interest and title in and to any plot of land shown upon the recorded subdivision plat or map of “South Fork” together with any additions to expansions thereof.
Section 5. MEMBER shall mean and refer to those persons having membership in the Association as provided for in the Articles of Incorporation.
Section 6. EXECUTIVE BOARD shall mean and refer to those persons elected by the members to manage the business of the SOUTH FORK HOME OWNERS ASSOCIATION. The BOARD shall be made up of three Directors and four Officers.
ARTICLE III
MEETINGS OF MEMBERS
Section 1.The annual meeting of the members shall be held at an hour and date as deemed reasonable by the Executive Board. The meeting shall be held in the month of January of each year for the purpose of the electing of members to the Executive Board. Ballots will be cast in December and sent with December invoices. Election of Executive Board will be conducted on the first week of January. The newly electedboard will be in office from January to December of the calendar year.
Section 2.The budget meeting of the members shall be held at an hour and date as deemed reasonable by the Executive Boardfor the purpose of preparing the proposed budget for the following year. A budget will be approved after the January election by the newly elected Executive Board for January-December term.
Section 3.SPECIAL MEETINGS:Special meetings of the South Fork Home Owner’s Association members may be called by the Executive Board or at the behest not less than twenty (20) households. In case of a special meeting, such meeting notice shall specify the place, month, day and hour of the meetings and the purpose of that meeting. Notice of any special meeting shall be given at least five (5) days prior thereto in writing, delivered by email or by reasonable contact to each association household.
Section 4.The Executive Board may designate any place within Greene County, Missouri, as the place for any meeting.
Section 5.NOTICE OF MEETINGS: The members shall be given a notice of each meeting at the direction of the Executive Board by Email and calendar on the website. All meetings will comply with the Missouri Sunshine Law.
Section 6:QUORUM: The presence at the meeting of members entitled to cast, or proxies entitled to cast, twenty (20) households of the Association shall constitute a quorum for any action except otherwise provided in the Articles of Incorporation of these Bylaws. If such a quorum shall not be present or represented at any meeting, the members present shall have the power to adjourn the meeting.
Section 7.PROXIES: At all meetings of members, a member may vote by proxy executed in writing by the member and delivered to the meeting by his/her duly authorized attorney-in-fact. Such proxy shall be delivered to the Secretary of the Association prior to or at the time of the meeting. Each proxy shall be revocable but shall remain in effort until withdrawn by the issuing member.
Section 8.VOTING: Every member household shall be able to cast ONE VOTE per motion at any official meeting. Any motion brought up under new business may not be voted on until the next meeting. New business motions may be voted on however, if they have been published on the agenda of the meeting notices. This gives membership two weeks to consider and the ability to place a proxy vote.
ARTICLE IV
DIRECTORS
Section 1.NUMBER, ELECTION AND TERM: the number of Directors shall be three (3), each of whom shall be elected by members at the Annual Meeting in accordance with the expiration of the staggered three year terms.
Section 2.REGULAR MEETINGS: Meetings of the Executive Board shall be determined by the Board and called by the President of the Association. All meetings will be structured with the guidelines similar to the guidelines of Roberts Rule of Order. The Executive Board must meet no less than 6 times per year.
Section 3. QUORUM: A simple majority shall constitute a quorum for the transaction of business at any officially declared meetingwith a minimum of 5 Board Members.
Section 4.VACANCIES: In Case of the death, resignation, or disqualification of a Director, the Executive Board may appoint a member to temporarily fill the vacancy until the formal election by members at the next annual meeting. The person elected will serve only for the remainder of the three year term of the replaced Director.
Section 5:RESPONSIBILITIES: Each Director is essentially a member-at-large, acting as a liaison/representative for the common good of the members.
Section 6:CONCURRENT POSITIONS: No Director shall hold more than one administrative office in the Association. Only one person per member household may hold a position on the Executive Board.
ARTICLE V
OFFICERS
Section 1.OFFICERS OF ASSOCIATION: The officers of this Association shall be: President, Vice-President, Secretary and Treasurer. These four officers and the three Directors shall constitute the membership of the Executive Board and shall have such authority and perform such duties as provided in these Bylaws.
Section 2.ELECTION OF OFFICERS: The officers of the Association shall be elected or re-elected at the Annual Meeting of the Association. Vacancies may be filled or new offices created and filled at any meeting of the Executive Board. Each officer will serve a one year term.
Section 3.REMOVAL OF AN OFFICER: Any officer elected or appointed may be removed by the Executive Board with two-thirds majority vote of the Executive Board when that action seems necessary for the best interest of the Association.
Section 4.PRESIDENT: The President shall be the Chief Executive Officer of the Corporation and shall in general supervise and control the various business activities of the Association. He/She may sign, with the Secretary or Treasurer or any other officer or Director, contracts, checks or other instruments which the members of the Executive Board have expressly delegated. The President shall be responsible for calling meetings of the Executive Board and/or general membership.The President has a discretionary fund of $500. The President must have approval from the Treasurer to expend these funds.
Section 5.VICE-PRESIDENT: The Vice-President shall act in the place of the President when called upon and shall exercise and discharge such other duties as required by the Executive Board.
Section 6.SECRETARY:
The Secretary shall keep the minutes and record votes at all meetings of the Board and of the members; keep appropriate current records showing the members of the Association and corresponding addresses and perform such other duties as required by the Board.
Section 7:TREASURER: The Treasurer shall receive and deposit all Association moneys in FDIC bank accounts as prescribed by the Executive Board. All disbursements shall be paid by check and the Treasurer will co-sign each check with another Board member so designated. Standard bookkeeping procedures, as directed by the Executive Board, shall be maintained and reports requested by the Board shall be presented at regular meetings. He/She shall prepare, or cause to have prepared, all local, State, and Federal reports as required by law in a timely manner
Section 8.EXECUTIVE BOARD STRUCTURE
PRESIDENT
VICE-PRESIDENT
DIRECTORDIRECTORDIRECTOR
SECRETARYTREASURER
ARTICLE VI
CONTRACTS, LOANS, CHECKS, DEPOSITS
Section 1.CONTRACTS: The Executive Board may authorize any officer or officers or agent or agents to enter into and contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2.LOANS: No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Board and/or upon the approval of the members.
ARTICLE VII
GENERAL POWERS OF THE EXECUTIVE BOARD
Section 1. To estimate the cost of the expenses of the administration, maintenance and repair of the common areas and of improvements to the area, if any after determining the amount required annually for such purposes to provide for the payment thereof from the common expense account in accordance with the Articles of Incorporation, such fund to be held, managed and administered by the Board.
Section 2. To obtain necessary policies of insurance for liability and said Board is authorized to purchase Workers Compensation insurance for employees to the extent necessary to comply with Missouri law.
Section 3. To furnish within ten days upon request of any member and payment of a reasonable fee therefore, a statement of that member’s account setting forth the amount of any unpaid assessments, whether general or special, and to make such records available for examinations by members at all reasonable times.
Section 4. To designate, hire, employ and remove personnel necessary for the maintenance, repair and replacement of common areas.
Section 5.To retain and from time to time contract for the services of accountants, attorneys or other professionals.
Section 6. To provide for landscaping, gardening, painting, cleaning, pool repair, decorating, repair, replacement and general upkeep of the common areas.
Section 7.To establish and enforce such rules and other regulation as necessary respecting the use and maintenance of the common areas. Such rules and regulation may be amended by a two-thirds vote of the quorum at any official meeting.
Section 8.The Executive Board shall propose a budget at each budget Meeting of the Association for the operation and maintenance of the common facilities. The budget shall include a reserve fund for capital improvements which shall be a minimum of five percent (5%) of the entire budget. The said reserve fund shall be placed in the budget until such time as the capital improvement fund reaches Twenty-thousand ($20,000) and shall be maintained until otherwise changed by a two-thirds vote of the membership. A budget proposal for the next fiscal year will be posted on the website. Notices will be sent to members by email or reasonable contact stating the budget will be voted on at the next meeting and is available for review on the website at least fifteen (15) days prior to the budget meeting date.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in each year and end on the last day of December in each year.
ARTICLE IX
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any member
ARTICLE X
ASSESSMENTS
As set forth in the Articles of Incorporation, each member is obligated to pay the Association annual common expense charges or assessments for the administration of the South Fork Home Owners Association and the maintenance and operation of the common elements thereof; and, in addition, to pay such special assessments as may from time to time be determined necessary and approved by the membership, (Ratliff Amendment September 1992)All such annual charges shall be secured by a continuing lien upon the member’s lot against which the assessment is made. Any assessment which is not paid when due shall be delinquent. If an assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest at the rate of twelve percent (12%) per annumand the Association may bring an action at law against the member personally obligated to pay the same and foreclose the lien against the property for such amounts due together with interest, costs and reasonable attorney’s fees incurred in any such action which shall be added to the amount of such assessment judgment. No member shall waive or otherwise escape liability for the assessments provided for herein by non-use of the common area or abandonment of his lot.
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AGAINST LIABILITIES AND EXPENSES IN ACTIONS
Each director or officer, or former Director or officer, of the Association, and his or her legal representatives, shall be indemnified by this Association against liabilities, expenses, attorney fees, and cost reasonable incurred by such Director or officer or their estate in connection with, or arising out of, any action, suit, proceeding, or claim in which said officer or Director, is made a party by reason of being or having been, such Director or officer provided, that the corporation does not indemnify such Director or officer with respect to any matter as to which said officer or Director shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his or her duties as such Director or Officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding, or claim asserted against such Director or officer (including expenses, attorney fees, and cost reasonably incurred in connection therewith) provided that the Board of Directors of the Association shall have first approved such proposed compromise settlement and determined that the Director or officer involved was not guilty of negligence or misconduct; but, in taking such action, any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter, it shall be determined by the committee of three (3) persons appointed by the member at a duly called special meeting or at a regular meeting of the membership. In determining whether or not a Director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the members, as the case may be, may rely conclusively upon an opinion of independent legal counsel selected by such Board or Committee. Any compromised settlement authorized herein shall not be effective until submitted to and approved by a court of competent legal counsel the right to indemnification herein provided shall not be exclusive of any other rights to which such Director or officer may be lawfully entitled.
ARTICLE XII
AMENDMENTS
These bylaws may be amended at any regular or special meeting of the members by a vote of not less than sixty seven (67%) of a quorum(20 household members as previously stated in Article IV section 4.) of members present in person or by proxy. In event a conflict between Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control.
These bylaws were duly adopted by the membership on this twenty-third (23) day of June 2013.
SOUTH FORK HOME OWNERS ASSOCIATION BOARD
Signed by:
President Leigh Ann Owen ______
Vice President Steve Mills______
Secretary Paul Mayer______
Treasurer Bob Unland______
Director Tom Mast______
Director Tim Rousset ______
Director Jack Stroupe______