Homes Association, Inc.
As Amended Through March 29, 2011
ARTICLE ONE OFFICES
The principal office of the corporation shall be located at the residence of the current president, the mailing address is P.0. Box 12174, Overland Park, Kansas 66282-2174.
ARTICLE TWO MEMBERS
Section I. The members of the corporation shall be any person or persons who own real estate in Brookridge Estates, a subdivision in Johnson County, Kansas and such other who own real estate in Brookridge Estates who are approved by the board of directors, but whose real estate is not included in the subdivision plat with recorded restriction and not presently under declaration of homes association. On approval, and on payment of all fees and dues, the person shall become a member of the corporation. The decision of the board of directors shall be binding on membership.
Section II. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Section III. A member for voting purposes is defined as the owner of one lot of real estate in Brookridge Estates, and if more than one person shall own the lot of real estate, only one vote shall be valid representing the real estate. If any person or persons shall own two or more lots in Brookridge Estates, then that person or persons shall be entitled to one vote for each lot owned in Brookridge Estates.
Section IV. Suspension of Membership Voting Privileges. Any person who shall be in default in the payment of dues for the period or periods due shall not be entitled to vote on any matter submitted to a vote of the members until such time as the member pays all delinquent dues.
Section V. Membership shall automatically terminate when the member ceases to own real estate in Brookridge Estates, and upon the sale or transfer of members lot of real estate, the new owner shall have the interest in the corporation with all the rights and privileges appurtenant thereto. Any dues owing on the sale or transfer of real estate shall be apportioned as to the interest of the parties privy to the real estate transaction, and membership rights shall be apportioned in the same manner as the resolution of the real estate transaction.
ARTICLE THREE MEETING OF MEMBERS
Section I. An annual meeting of the members shall be held at a location in Johnson County. Kansas and on a date determined by the Board of Directors, but no later than the 15th day of April, for the purposes of electing directors and for the transaction of such other business as may come before the meeting
Section II. Special Meetings. Special meetings of the members may be called by the president, a majority of the board of directors, or not less than ten percent (10%) of the members having voting rights, at a place designated by the board of directors. If no designation is made, the place of meeting shall be in Johnson County, Kansas, but if all of the members shall meet at any time and place, either within or without the state of Kansas and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section III. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally, electronically and/or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) 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 case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
Section IV. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting, if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.
Section V. Quorum. Members in good standing as set out in Article Two and Article Eleven of these bylaws and holding ten percent (10%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section VI. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after one (1) month from the date of its execution, unless otherwise provided in the proxy.
Section VII. Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by postal mail or electronic mail in such manner as the board of directors shall determine.
Section VIII. Meetings. Meetings of the association must be conducted in accordance with the most recent edition of Roberts’ Rules of Order Newly Revised.
ARTICLE FOUR ASSOCIATION
Section I. Notices. The association shall promptly provide notice to the unit owners of any legal proceedings in which the association is a party other than proceedings involving enforcement of rules, covenants or declarations of restrictions, or to recover unpaid assessments or other sums due the association.
Section II. Directory. The association shall provide a telephone directory to communicate among themselves and with the board of directors concerning the association, the directory will be updated annually.
ARTICLE FIVE BOARD OF DIRECTORS
Section I. General Powers. The affairs of the corporation shall be managed by its board of directors. Directors must be residents of Brookridge Estates and own real estate therein and be members of the corporation.
Section II. Directors. Directors shall be elected at the annual meeting of members, and the term of office shall be for two (2) years. The number of directors shall be a minimum of five (5) and a maximum of eleven (11). Only one (1) director per unit shall be eligible to serve on the board at one time. The directors’ terms of office shall be staggered so that six (6) are elected one year and five (5) are elected the next.
Section III. Regular Meetings. A regular meeting of the board of directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings by specifying time and place in the newsletter and/or electronically prior to said meetings or by providing such notice as required by law for the annual meeting. At least one (1) meeting of the board shall be held per quarter.
Section IV. Emergency Meetings. Emergency meetings of the board of directors may be called by or at the request of the president or any three (3) directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section V. Notice. Notice of any emergency meeting of the board of directors shall be given electronically or verbally to each director. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws
Section VI. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section VII. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Section VIII. Removal. A director may be removed from the board by a majority vote of the unit owners at an annual meeting or a special meeting of the unit owners.
Section IX. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office. Each such appointment by the board shall be subject to the approval or disapproval of the members at the next regular meeting of the members.
Section X. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation there for.
Section XI. Executive Session. An executive session may be held only to: A. Consult with the association’s attorney concerning legal matters; B. Discuss existing or potential litigation or mediation, arbitration or administrative proceedings; C. Discuss labor or personnel matters; D. Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage; or E. Prevent public knowledge of the matter to be discussed if the board of directors or committee determines that public knowledge would violate the privacy of any person.
ARTICLE SIX OFFICERS
Section I. Officers. The officers of the corporation shall be a president, a vice president, a secretary and a treasurer. Any person may hold only one (1) office.
Section II. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. All officers shall be members of the board of directors. Each officer shall hold office until his successor has been duly elected and qualifies.
Section III. Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. No officer shall be removed unless there shall be a vote in favor of removal by sixty percent (60%) of the board of directors.
Section IV. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section V. Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation. The president and/or the vice president, with the approval of a majority of the board of directors, may prepare, execute, certify and record amendments to the declaration on behalf of the association. The treasurer shall prepare an annual budget for approval by the board of directors.
ARTICLE SEVEN COORDINATORS
Section I. Coordinators. Coordinators not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, such coordinators shall be members of the corporation and the board of directors shall appoint said coordinators. Any coordinator may be removed by the board of directors whenever in their judgment the best interests of the corporation shall be served by such removal. A director may be a coordinator.
Section II. Duties. Coordinators shall compose newsletters, coordinate the actions of the street captains, plan annual meetings and any other duties deemed appropriate by the board of directors.
ARTICLE EIGHT CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section I. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.
Section II. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer and countersigned by the president or vice-president of the corporation.
Section III. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section IV. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or device for any purpose of the corporation.
ARTICLE NINE BOOKS AND RECORDS
Section I. Retention. The association, or its agents, must retain the following for five years unless otherwise provided: A. Detailed records of receipts and expenditures affecting the operation and administration of the association and other appropriate accounting records; B. Minutes of all meetings of its members and board of directors other than executive sessions, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee in place of the board of directors on behalf of the association; C. The names of members in a form that permits preparation of a list of the names of all unit owners and the addresses at which the association communicates with them, in alphabetical order showing the number of votes each owner is entitled to cast; D. Its original or restated organizational documents, bylaws and all amendments to them, and all rules currently in effect; E. All financial statements and tax returns of the association for the past seven years; F. A list of the names and addresses of its current board of directors’ members and officers; G. Its most recent annual report, if any, delivered to the secretary of state; H. Financial and other records sufficiently detailed to enable the association to comply with other requirements of law; I. Copies of current contracts to which it is a party; or J. Records of board of directors or committee actions to approve
Section II. Access. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE TEN FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE ELEVEN DUES
Section I. Annual Dues. The board of directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class, and shall give appropriate notice to the members.
Section II. Payment of Dues. Dues shall be payable in advance on the first day of January in each Year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership and as above described in Article Two, Section V.
Section III. Default and Termination of Voting Privilege. When any member of any class is in default in the payment of dues for a period of sixty (60) days from the beginning of the period for which such dues became payable, his voting privileges may thereupon be terminated by the board of directors as provided here in above.
Section IV. Delinquency. If any dues shall remain unpaid for six (6) months from the date of assessment, then the assessment shall become a lien on real estate, as more fully described in Brookridge Estates Homes Association Declaration, except as amended as to the date of assessments.
ARTICLE TWELVE SEAL
The board of directors shall provide a corporate seal, which shall be: BROOKRIDGE ESTATES HOMES ASSOCIATION, INC.
ARTICLE THIRTEEN DECLARATION
The board of directors hereby adopts and make a part of the bylaws, as if the same were originated by the present directors, and as heretofore amended or hereinafter amended from time to time the "Brookridge Estates Homes Association Declaration" as recorded in Johnson County, Kansas in the Recorder of Deeds office in misc. book 129 and at page 189.
ARTICLE FOURTEEN AMENDMENTS TO BYLAWS
At any annual or special meeting these bylaws may be amended by the membership of the Brookridge Estates Homes Association in the following manner: (a) If forty percent (40%) of the eligible members entitled to vote or two thirds (2/3) of the directors of the Board of Directors propose a change to these bylaws, and (b) Sixty percent (60%) of the members eligible to vote approve the proposed amendment, Then the bylaws shall be amended accordingly.
ARTICLE FIFTEEN BUDGET
Section I. Proposal. The board of directors shall propose and adopt a budget for the association at least annually. Notice of any meeting at which a budget will be considered must be given to unit owners at least 10 days prior to the meeting date and amendments thereto, a copy of the proposal must be made available to any unit owner who requests it. At any meeting at which a budget or budget amendment is considered and amendments thereto, unit owners must be given a reasonable opportunity to comment on the proposal prior to the board taking action.
Section II. Special Assessment. The board of directors, at any time, may propose a special assessment. Except as otherwise provided in Section III, notice and consideration of any proposed special assessment shall follow the procedures set out in Section I.
Section III. Special Assessment Procedure. If the board of directors determines by a 2⁄3 vote of the membership of the board that a special assessment is necessary to respond to an emergency: A. The special assessment shall become effective immediately in accordance with the terms of the vote; B. Notice of the emergency assessment must be provided promptly to all unit owners; and C. The board of directors may spend the funds paid on account of the emergency assessment only for the purposes described in the vote.
These bylaws shall take effect and be in force from and after March 29, 2011. CERTIFICATE The undersigned President of Brookridge Estates Homes Association, a Kansas not-for-profit corporation, hereby certifies that the foregoing By-Laws are the By-Laws of said Association adopted by the Members of said Association at their meeting on March 29, 2011.
Dated this 16th Day of March 2012
David Willig, President