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HomeMy WebLinkAboutCarriage Hill By-LawsTABLE OF CONTENTS BYLAWS OF CARRIAGE HILL HOMEOWNERS ASSOCIATION, INC. ARTICLE 1. GENERAL ARTICLE 11. MEMBERSHIP Section 1. Membership Section 2. Registration ARTICLE Ill. VOTING, MAJORITY OF OWNERS, . QUORUM, PROXIES, VOTING BY MAIL Section 1. Voting Section 2. Quorum of Owners Section 3. Proxies and Voting by Mail ARTICLE IV. ADMINISTRATION AND MEETINGS Section 1. Association Responsibilities Section 2. Place of Meetings Section 3. Annual Meetings Section 4. Special Meeting Section 5. Notice of Meetings Section 6. Adjourned Meeting Section 7. Quorum Section 8. Order of Business; Parliamentary Procedure ARTICLE V. BOARD OF DIRECTORS Section 1. Number and Qualification Section 2. Powers and Duties Section 3. · Other Duties Section 4. Management Agent; Other Contracts Section 5. Election and Term of Office Section 6. Vacancies Section 7. Removal of Directors Section 8. Organization Meeting Section 9. Regular Meetings 1 Section 10. Special Meeting Section 11. Waiver of Notice Section 12. Board of Directors' Quorum Section 13. Action Taken Without a Meeting ARTICLE VI. OFFICERS Section 1. Designation Section 2. Appointment of Officers Section 3. Removal of Officers Section 4. President Section 5. Vice President Section 6. Secretary Section 7. Treasurer ARTICLE VII. OBLIGATIONS OF THE OWNERS Section 1. Assessments Section 2. Special Assessments Section 3. Rules of Conduct ARTICLE VIII. AMENDMENT TO BYLAWS ARTICLEIX. INDEMNIFICATION OF OFFICERS AND DIRECTORS ARTICLEX. REGULATIONS AND RULES ARTICLEXI. CORPORATE SEAL ARTICLE XII. COMPLIANCE 2 BYLAWS OF CARRIAGE HILL HOMEOWNERS ASSOCIATION, INC. ARTICLE I GENERAL The following are the Bylaws ("Bylaws") of Carriage Hill Homeowners Association, Inc., a Minnesota nonprofit corporation ("Association"). The terms used in these Bylaws shall have the same meanings assigned in the Declaration for Carriage Hill, filed for record in Hennepin County, Minnesota ("Declaration"). ARTICLE 11 MEMBERSHIP Section 1. Membership. All Lot Owners in the plat of Carriage Hill, Hennepin County, Minnesota, except the lot owners of Lot 1, Block 1, Carriage Hill, shall automatically, by virtue of such interest, be a Member of the Association. Membership in the Association shall be appurtenant to, and shall not be separated from, ownership of property subject to the Declaration. A person shall cease to be a Member of the Association at such time as he or she ceases to be an Owner. The share of a Member in the funds and assets of the Association cannot be assigned, pledged, encumbered or transferred in any manner, except as an appurtenance to such ownership. All present or future Owners, tenants, future tenants, or any other person that might use the property subject to the Declaration in any manner, are subject to the regulations set forth in these Bylaws. Section 2. Registration. Each Lot Owner shall register with the Secretary of the Association, in writing within thirty (30) days after taking title to a Lot, by providing the following information: ( 1) the name and address of such Owner and any occupant of the Lot; (2) the nature of such Owner's interest or estate in the Lot, including the name and address of any contract for deed vendee; (3) the address at which such Owner desires to receive notice of any duly called meeting of the Members, if other than the Lot address; (4) the name and address of the First Mortgagee of the Lot, if any; (5) ·the name of the Owner, if there are multiple Owners of the Lot, who shall be authorized to cast the vote with respect to such Lot; and (6) the identity, including name and address of any mortgagee of the Lot. Owners have a continuing obligation to provide the Association with any changes to the foregoing information. 3 ARTICLE III VOTING, MAJORITY OF OWNERS, QUORUM, PROXIES, VOTING BY MAIL Section· 1. Voting. The votes for . each Lot shall be as set forth • in Article II, Section 2.2 of the Declaration. No vote shall inure to any Lot during the time when the Association is an Owner thereof. A majority of the votes cast at any properly constituted meeting of the Owners, or cast by mail in accordance with Section 3, shall decide all matters properly brought before the Owners, except where a different vote is specifically required by the Declaration or these Bylaws. The term "majority" as used herein shall mean in excess of 50 percent of the votes cast at a meeting, in person, by proxy, or by mail. Cumulative voting shall not be permitted. Section 2. Quorum of Owners. As used in these Bylaws, the term "quorum of Owners" shall mean those Owners entitled to sixty percent (60%) of the votes of the Association. In the event multiple Owners of a Lot cannot agree on the exercise of voting power for such Lot, any one of such Owners may apply to the Board of Directors, which, after hearing all parties at a special meeting, shall determine the manner of exercise of the voting power for the Lot by a majority vote of the Directors voting at such special meeting. A Director shall not vote at such special meeting with respect to a Lot of which he or she is one of the multiple Owners. Section 3. Proxies and Voting by Mail. Votes may be cast in person, by proxy, or by mail. Proxies must be filed with the Secretary before the appointed time of each meeting. The entire vote on any issue, except the removal of directors, may be determined by mailed ballots, subject to the following requirements: · a. The notice of the vote shall: (i) clearly state the proposed action, (ii) indicate the number of responses needed to meet the quorum requirements, (iii) state the percentage of approvals necessary to approve each matter other than election of directors, and (iv) specify the time by which a ballot must be received by the Association in order to be counted. b. The ballot shall: (i) set forth each proposed action, and (ii) provide an opportunity to vote, for or against each proposed action. c. The Board of Directors shall set the time for the return of ballots, which shall not be less than 15 nor more than 30 days after the date of mailing of the ballots to the Owners. The Board of Directors shall provide notice of the results of the vote to the Owners within 10 days after the expiration of the voting period. d. Approval by written ballot under this Sectio11: is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing action, and the number of approvals equals or ·exceeds the number of votes that would be required to approve the matter at a meeting. 4 ARTICLE IV ADMINISTRATION AND MEETINGS Section 1. Association Responsibilities. The Association will have the responsibility of administration in accordance with the Declaration, including approving the annual budget, establishing and collecting quarterly, bi-annual, or yearly assessments and arranging . for the management of the Association. Except as otherwise provided, decisions and resolutions, of the Association shall require approval of a quorum of Owners. Section 2. Place of Meetings. Meetings of the Association shall be held at its principal office or at such other suitable place convenient to the Owners as may be designated by the Board of Directors. Section 3. Annual Meetings. The first annual meeting of the Association shall be held not later than the first anniversary date of the recording of the Declaration. Thereafter, the Members shall meet at least once each year at the time and place specified in the notice of such meeting given pursuant to Section 5 of this Article IV. At such meetings, the Members shall determine the number of directors to be elected, which number shall comply with Section 1 of Article V. The directors shall be elected by ballot of the Members in accordance with the requirements of these Bylaws. The Owners may also transact such other business of the Association as may properly come before them. Section 4. Special Meetings. It shall be the duty of the President to call a special meeting of the Owners as directed by resolution of the Board of Directors or upon a petition signed by a majority of the Owners entitled to cast at least sixty percent ( 60 % ) of the votes in the Association and having been presented to the Secretary of the Association. The notice of any special meeting shall state the time 'and place of such meeting and the complete agenda thereof. No business shall be transacted · at a special meeting except as stated in the notice. The meeting shall be held within 90 days of the receipt of the request. Section 5. Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting to each Owner of record at least 21 days in advance of any annual or regularly scheduled meeting and at least 7 days in advance of any other meeting. The notice shall state the time, place and complete agenda of the meeting and contain a form for voting by mail, describing in detail each issue to be voted on at such meeting along with space adjacent to such description for the member to cast a vote in favor of or against such issue. Delivery of such notice by hand, or dispatch through the United States mail, to all Owners of record at the address of the respective Lots and to other addressees as any Owner may have designated . to the Secretary, shall be considered notice served. Section 6. Adjourned Meetings. If any meeting of the Members cannot be organized because a quorum did not attend, the Members who are present, 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 7. Quorum. The presence of Owners in person or by proxy, who have the authority to cast in excess of twenty-five percent (25%) of all the votes in the Association, shall be necessary to 5 constitute a quorum at all meetings of the Owners for the transaction of any business, except that of adjourning the meeting to reconvene at a subsequent time. Section 8. Order of Business: Parliamentary Procedure. The order of business at all annual meetings and, to the extent practicable, at all special meetings of the. Members. shall be as follows: (a) Roll call. (b) Proof of notice of meeting or waiver of notice. (c) Reading of minutes of preceding meeting. (d) Reports of officers. ( e) Reports of committees. (f). Election of inspectors of election. (g) Election of directors. (h) Unfinished business. (i) New business. Robert's Rules of Order shall govern procedure at all meetings of the Members. ARTICLE V BOARD OF DIRECTORS Section 1. Number and Qualification. The first Board of Directors of this Association shall consist of three (3) persons, who shall be the persons named in the Articles of Incorporation, or their successors, who shall serve until the first annual meeting of the Members, which shall be held not later than the first anniversary of the date of recording the Declaration. Thereafter, the Board of Directors shall consist of no fewer than three (3) nor more than five (5) persons, provided that the number of Directors shall always be an odd number. Section 2. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law, by the Declaration, or by these Bylaws directed to be exercised and done by the Owners. Section 3. Other Duties. In addition to duties imposed by these Bylaws, by resolutions of the Association, the Board of Directors shall be responsible for the following: (a) Care, upkeep and surveillance of the common areas, if any, private roadway, entrance monuments, and NURP pond. (b) Collection of monthly assessments from the Owners. (c) To designate or dismiss the personnel necessary for the maintenance and operation of the Association. 6 (d) To appoint annually the officers of the Association and the members of the Architectural Control Committee. ( e) To prepare and render to the Members annually, on or before thirty (30) days . prior to the first day of each fiscal year, a statement showing anticipated mcome and . operating expenses, including reasonable . reserves, if necessary. (t) To submit at each annual meeting of the Members a statement of the business transacted during the preceding year, a report of the general financial condition of the Association and its tangible property, and the proposed budget for the current fiscal year. This statement and report may be incorporated in an Annual Report, which the Directors shall also prepare and mail to the Members in the same manner as provided in these Bylaws. The Annual Report shall contain, at a minimum, the following: i) A statement of any capital expenditures in excess of two percent (2 % ) of the current budget, or $8,000, whichever is greater, anticipated by the Association during the current year and succeeding two (2) fiscal years; ii) A statement of the status and amount of any reserve or replacement fund and any portion of the fund designated for any specified project by the Board of Directors; 111) A copy ofthe statement of financial condition for the Association for the last fiscal year; iv) A statement of the status of any pending suits or judgments to which the Association is a party; v) A statement of the insurance coverage provided by the Association; and vi) A statement of any unpaid assessments by the Association on individual Lots identifying the address and the amount of the unpaid assessment. (g) To use the proceeds of assessments in the exercise of its powers and duties. (h) To restore improvements after damage except as provided for in the Declaration. (i) To establish and amend rules and regulations respecting the use of the common areas, if any, private roadway, entrance monuments, and NURP pond. 0) To appoint committees from the Members as it deems advisable for the purpose 7 of recommending action or policy with respect to any matter otherwise within the control of the Directors. (k) To enforce by legal means the provisions of the Declaration and the Articles of Incorporation, Bylaws, and the rules and regulations of the Association: (1) To purchase such policies of insurance as are permitted or required under the Declaration. (m) To pay all statements rendered for common expenses. (n) To employ personnel at a reasonable compensation to perform the services required for proper administration of the purposes of the Association. ( o) To perform · all other acts required or permitted to be performed by the Association pursuant to the terms of the Declaration, Section 4. Management Agent: Other Contracts. The Board of Directors may employ a professional management agent ("Management Agent") at compensation established by the Board to perform such duties and services as the Board shall authorize. Any agreement for professional management of the Association or any other contract providing for the services of the Declarant, or any affiliate of the Declarant, may not exceed one year and shall provide for termination by either party without cause and without payment of any termination fee or penalty on thirty (30) days' written notice; such agreement shall be renewable by agreement of.the parties for successive one-year periods. Section 5. Election and Term of Office. At the initial annual meeting of the Members, the Members ( or the Declarant, pursuant to the Declaration) shall elect one-third of the Directors to serve a term of three (3) years, one-third of the Directors to serve a term of two (2) years, and one-third of the Directors to serve a term of one (1) year (such numbers to be as close as possible to an even one- third division). At the expiration of the initial term of office of each such Director, his or her successor shall be elected to serve a term of three (3) years, and thereafter all Directors shall be elected to serve terms of three (3) years. Directors shall hold office until their successors have been elected and hold their first meeting. Section 6. Vacancies. Vacancies in the Board of Directors. caused by any reason other than the removal of a Director by a vote of the Association shall be filled by vote . of the majority of the remaining Directors, even though they may constitute less than a quorum; and ·each person so elected shall be a. Director until a successor is elected at the next annual meeting of the Association. Section 7. Removal of Directors. At any regular or special meeting of the Members, any one or more of those Directors previously elected by the Members maybe removed with or without cause by a majority of the Members, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. 8 Section 8. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, provided a majority of the whole Board shall be present. . . . 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, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting. Section 10. Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, 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 upon the written request of at least three (3) Directors. Section 11. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by the Director 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. Section 12. Board of Directors' Quorum. At all meetings of the Board of Directors, a majority, but no fewer than three (3), of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice; provided, however, that the quorum required shall be present at such adjourned meeting. Section 13. Action Taken Without a Meeting. The Board of Directors shall have the right to take any action in the absence of a meeting which it could take at a meeting when authorized in writing signed by all the directors. ARTICLE VI OFFICERS Section 1. Designation. The principal officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be appointed by and from the Board of Directors. The Directors may appoint an assistant treasurer and an assistant secretary and such other officers as in the Directors' judgment may be necessary. Any two offices, except that of President and Vice President, may be held by a single person. 9 Section 2. Appointment of Officers. The officers of the Association shall be appointed annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board. Section 3. Removal of Officers. Upon an 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 appointed at any regular meeting of the Board of Directors, or at any special meeting· of the Board 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 Association and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including but not limited to the power to appoint committees from among the Owners from time to time as he or she may, in his or her discretion, decide 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 the President's 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 to so do 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. Section 6. Secretary .. The Secretary shall keep the minutes· of all meetings of the Board of Directors and the minutes of all meetings of the Association, shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all the duties incident to the office of Secretary. Section 7. Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging o the Association. The Treasurer shall be responsible for preparing and delivering the financial statements required by the Declaration. He or she shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors. The office of Secretary and Treasurer may be held by the same person. ARTICLE VII OBLIGATIONS OF THE OWNERS Section 1. Assessments. All Owners shall pay annual assessments imposed by the Association, as well as any assessments levied for any other purpose required or authorized under the Declaration. The assessments shall be levied as set forth in the Declaration. Assessments shall include periodic payments to a reserve fund for Common Areas elements that must be repaired or replaced on a periodic basis. 10 Section 2. Special Assessments. Special Assessments for capital expenditures not included in the annual budget may be imposed by the Association, in accordance with the terms of the Declaration. Section 3. Rules of Conduct. (a) No occupant of a Lot shall post any advertisements or posters of any kind in or on the Common Areas except as authorized by the Association in accordance with rules and regulations, or except as otherwise permitted under the Declaration, (b) All occupants of a Lot shall abide by all applicable governmental laws, ordinances, rules, regulations and charter provisions. (c) No noxious or offensive activity shall be conducted on any Lot or on the Common Areas, nor shall anything be done therein, either willfully or negligently, which may be or may become an annoyance or nuisance to other Owners or occupants of other Lots. ( d) Failure of any Owner to comply with the provisions of the Declaration, the Articles . of Incorporation, Bylaws or rules and regulations of the Association shall give rise to cause of action in the Association and any aggrieved Owner for the recovery of damages, or for injunctive reli~f, or both. ARTICLE VIII AMENDMENT TO BYLAWS These Bylaws may be amended by the Association in a duly constituted meeting of the members upon affirmative vote of the holders of at least sixty percent ( 60 % ) of the votes of the Members as determined in accordance with the Declaration and the Articles of Incorporation of the Association. ARTICLE IX INDEMNIFICATION OF OFFICERS AND DIRECTORS The Association shall indemnify and hold harmless every Director and officer, his or her heirs, executors and administrators, against all loss, cost, judgment and expense, including attorneys' fees, to the fullest extent permitted by Minnesota law and Minnesota Statutes . Section 317 A. 521. The Association may obtain indemnification insurance for such purpose. The foregoing rights shall not be exclusive of other rights to which such Director or officer may be entitled. All liability, loss, damage, costs and expenses incurred or suffered by the Association by reason of or arising out of or in connection with the foregoing indemnification provisions and any premiums for indemnification insurance shall be treated and handled by the Association as a common expense; provided, however, that nothing in this Article IX shall be deemed to obligate the Association to indemnify any Owner who is or has been a Director or officer of the Association, with respect to any duties or obligations assumed or damage or liabilities incurred by him or her solely in his or her capacity as an Owner. 11 ARTICLE X REGULATIONS AND RULES Rules .and regulations not inconsistent herewith concerning the use of Lots and Common Areas, including, but not limited to, regulations relating to the ownership of pets, may be promulgated and amended from time to time by the Board of Directors, to be effective thirty (30) days after the date of such promulgation. The Board of Directors may direct a special meeting of the members by resolution to consider such rule, regulation or amendment thereto. Notification of such special meeting shall be given and voting thereat shall be in accordance with the notice and voting provisions of these Bylaws. Copies of such rules, regulations and amendments thereto shall be furnished by the Secretary to each Member prior to the time when they shall become effective. [End of BYLAWS] 12