Red Oaks of Chemung Association, Inc.
(ROAR)
Revised July 2008
Article I
Name
• Section 1. The name of the non-profit corporation defined in the following articles shall be Red Oaks of Chemung Association, Inc., also known as ROAR, hereinafter referred to as the Association.
Article II
Purpose
• Section 1. To foster and advance rules and regulations deemed to be in the best interest of the Association and the development known as Red Oaks of Chemung.
• Section 2. To own, acquire, build, administer and maintain community properties and facilities; to administer and enforce the covenants and restrictions contained in the Declaration of Restrictive Covenants and in these bylaws; to collect and disburse assessments and charges as permitted by law and to promote the common benefit and enjoyment of property owners of Red Oaks of Chemung.
• Section 3. In all procedural matters not consistent with specific provisions of the bylaws as approved and amended, the most current edition of “Robert’s Rules of Order” shall control.
• Section 4. The Association shall be know by membership only, rather than by holders of share(s).
Article III
Membership
• Section 1. Every person or entity who owns or holds an equitable interest in any lot, whether as land contract vendee or fee holder, but excluding developers, who is subject to these covenants and to assessment by the Association, provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a member.
• Section 2. Persons not holding such an interest in any lot shall not become members of the Association.
• Section 3. A member in good standing shall have annual and special assessments current and shall not have membership suspended by action of the Board. (A) Each member in good standing and his/her immediate family, living in that household, and guests when accompanied by the member or members of the immediate family, shall be entitled to the use and enjoyment of any common properties and facilities as prescribed by the board. (B) Guests (or tenants) of the member when not accompanied by the member, shall be entitled to the use and enjoyment of the common properties and facilities subject to the restrictions adopted by the board, and the unconditional acceptance of all responsibility, by the member, for any damage or financial loss to the Association or its property occasioned by the aforesaid use by unaccompanied guest.
• Section 4. Members are subject to payment of annual and special assessments, and obeying published rules and regulations of the Association. (A) The right to membership shall be automatically suspended when annual or special assessments are delinquent for sixty (60) days, unless the suspension is stayed due to hardship by action by the Board. Where membership has been suspended for non-payment of annual or special assessments, the membership will be reinstated upon payment of said delinquent assessment, penalties and reasonable expenses of collection. (B) The right to membership may also be suspended by action of the board for infraction of the published rules and regulations of the Association for a period not to exceed thirty (30) days. (C) Any assessments not paid on the due date are delinquent and shall be enforced pursuant to the Declaration of Restrictive Covenants. (D)
Only resident members in good standing with assessments fully paid, may hold appointed or elected office the Association. (E) All members shall have the responsibility to notify the Corresponding Secretary of any change of address, sale or transfer of property.
Article IV
Voting Rights
• Section 1. Each lot shall be entitled to one (1) vote. A member shall be entitled to as many votes as the number of lots he/she (and his/her common owners, if any) owns. Each lot shall have but one vote irrespective of the number of common owners thereof, which vote shall be cast as such common owners agree.
Article V
Membership Meetings
• Section 1. Annual meetings. There shall be no less than one annual meeting per fiscal year and said regular annual meeting shall be held in the County of Livingston and the State of Michigan, at such a time and place, as the Board shall determine.
• Section 2. Special meetings of the Association may be called by the Board at the meeting of the Board convened for that purpose or a regularly scheduled meeting, and upon affirmative vote of the simple majority of the Board members, shall be called by the president whenever requested by written petition containing fifty (50) or more signatures of voting members, as defined in Article IV, Section 1 of these bylaws, who are in good standings. Anything contained in Article IV, Section 1 to the contrary notwithstanding, for the purpose of meeting this fifty (50)-signature requirement, a voting members signature may only count as one (1) signature, irrespective to the number of lots owned by that member. Such petition requesting the special meeting shall clearly state the purpose for which said meeting is to be called.
• Section 3. Thirty (30) days notice of meetings of the Association shall be given to each member by mail, addressed to the members last know address as recorded with the Association.
• Section 4. If for any reason a meeting shall not be held on the date designated for lack of quorum or otherwise, an alternative date shall be published with the original thirty (30) day notice.
• Section 5. The notice shall set out in reasonable detail the business to be brought before the meeting, and in the case of a special meeting be limited to the items set out in the notice, in order that those casting mail ballots may be permitted to express their desires. At the annual meeting members present may make suggestions covering items, which they feel, should be brought before the membership. If any suggestions are approved by proper resolution of those members present, it shall be the duty of the Board to carry out the directives of these resolutions. It shall be the duty of the Corresponding Secretary to include with the notice of any special membership meeting and any such suggestions or requests as may be properly presented in writing and endorsed by fifty (50) or more members in good standing, providing such requests are received at lease sixty 60) days prior to the meeting date.
• Section 6. Emergency Meetings. The president may call an emergency meeting of the Board provided the following conditions are met: (a) The emergency is of such nature that immediate Board action is necessary, and if not acted upon, would affect the health, safety, and/ or welfare of the membership or the management of the facilities. (b) The Board action and vote taken at the emergency meeting shall be ratified at the next regularly scheduled meeting.
• Section 7. The order of business at the annual meeting shall include: Welcome and Call to Order, Roll Call, Proof of Notice of Meeting, Reading of the Minutes and Approval, Officers Reports, Committee Reports, Call to Membership, Election Results, Awards and Adjournment. Robert’s Rules of Order shall be followed.
• Section 8. Members may cast their votes either in person or by mail ballot, when duly filed with the Recording Secretary. The Board shall determine the form of the ballot. (a) Mail ballots must be postmarked seven (7) days prior to Annual or Special Membership meetings.
• Section 9. A member must be in good standing for him/her to participate in membership voting.
• Section 10. It shall be the duty of the Treasurer and the Recording Secretary to prepare a list of the members entitled to vote at each meeting, against which list all members voting, whether by mail or in person, shall be checked, either by the Recording Secretary or some individual designated by the Board.
• Section 11. The membership quorum for voting on the transaction of any business put before the membership shall be by a simple majority of those votes cast by members in good standing, either in person or by mail. The Board shall be responsible for keeping said voting ballots during their current term in office so that any member in good standings may request in writing to view them.
• Section 12. Voting on the resolution shall be by the majority of the votes cast on each individual issue as represented by persons and/or mail ballots.
Article VI
Election of the Board
• Section 1. Thirty (30) days prior to the annual meeting, the Corresponding Secretary shall mail a list of nominees with biographical resumes to each member of the Association.
• Section 2. Board members shall assume their elected positions at the annual meeting held each year. Consecutive terms of Board members shall not be limited. Terms of office shall be two (2) years.
• Section 3. The Corresponding Secretary shall prepare a ballot with the biographical resumes and notice of the annual meeting. Ballots shall also be provided to each member in attendance at the annual meeting who has not previously voted. The nominees’ receiving the highest number of votes shall fill the vacancies. In the event of a tie vote, the tie shall be decided by vote of the Board, including any newly elected members.
• Section 4. A minimum of two (2) tellers and two (2) judges shall be appointed by the presiding officer to receive and count the ballots. The results shall whenever possible be made know the presiding officer during the meeting and the winners declared elected. Each nominee shall have the right to appoint a member in good standing to be present during the receipt and counting of the ballots. This member shall not handle any ballots.
Article VII
The Board
• Section 1. The Board shall have a general power to carry on the affairs of the Association.
• Section 2. The Board shall have the right of approval for all appointments made by the President to fill vacancies on the Board and on committees.
• Section 3. Any member that has complaints against them by the membership or the board in regards to their home and/or yard, their actions or how they represent the Association, or is found to be in dereliction of their duties by a simple majority of the Board members or if any member shall be absent from three (3) meetings without just cause, the Board shall authorize the President to contact said member my mail, requiring said member to respond with a letter of intent. If no response is received within seven (7) days, said member shall be automatically set aside. If letter is received, the Board shall decide what (if any) action is to be taken, again by simple majority.
• Section 4. The Board shall hold its first organizational meeting within two (2) weeks of the annual election. The outgoing President shall chair this meeting.
• Section 5. The Board shall have the power to hire such employees and contractors and award such contracts as may be necessary for the carrying out of the purpose of the Association.
• Section 6. Any person appointed or approved by the Board may be removed and replaced by the Board.
• Section 7. The Board shall consist of no more than twelve (12) members, President, Vice President, Corresponding Secretary, Recording Secretary, Treasurer and seven (7) Directors, each elected for two (2) years.
• Section 8. A quorum of five (5) members of the Board is necessary for the transaction of any business. All resolutions must pass by a simple majority.
• Section 9. The Board shall authorize the President to appoint such committees as the Board deems necessary to carry on the affairs of the Association and it shall define the powers and duties thereof. The committee so appointed shall hold office during the term of the President.
• Section 10. The Board shall adhere to all revisions made by the Bylaw and Covenant Revision Committee after approval by the membership.
• Section 11. The Board shall meet no less than monthly or as deemed necessary by the
President.
• Section 12. All non-unanimous votes by the Board shall be recorded by a role call vote.
• Section 13. All meetings of the Board shall be open to the membership upon written request.
• Section 14. The Board shall have the authority to make, prescribe and enforce rules and regulations for all common, recreation, facilities and park areas owned or maintained by the Association.
Article VIII
Officers
• Section 1. President. The President shall be the executive officer of the Association, and shall preside over all general membership and Board meetings of the association. He/she shall see that all orders and resolutions of the Association are carried into effect. He/she shall have the authority to sign checks and all legal documents authorized for his/her signature by the Board. He/she shall appoint the Chairperson of all committees, and make appointments within ninety (90) days to fill Board vacancies created by resignation or death for the remainder of the elected term and shall be and ex officio member of all committees. The President shall conduct the affairs of the Association in accordance with the recorded Restrictive Covenants, Bylaws and the articles of incorporation. He/she shall be responsible for the preparation of the State of the Association report to be submitted to the annual meeting and shall file said report with the Corresponding Secretary fifteen (15) days prior to the annual meeting so that it will be available for inspection by the membership. Standing committees shall be divided and assigned by the President among the members of the Board.
• Section 2. Vice President. The Vice President shall, in the absence or incapacity of the President, preside at all meetings of the Association and of the Board. He/she shall be responsible for the coordination of the efforts and reports of such committees as the President may assign and shall be an ex officio member of all committees. He/she shall be the vice chairperson of the Neighborhood Watch committee and shall also perform such other duties as the President may assign. He/she shall make appointments, within thirty (30) days, to fill vacancies on the Board, should the President fail to do so within the specified time constraints.
• Section 3. Corresponding Secretary. The Corresponding Secretary shall, in the absence of the President and Vice President, preside at all meetings of the Association and of the Board. He/she shall be responsible for the reports of all standing committees as the President may assign and shall be an ex officio member of all committees. He/she shall be responsible for the compilation and distribution of the newsletter to the membership on a regular basis and
shall be the vice chairperson of the Community Involvement and Awareness committee. He/she shall give all notices required by statue, bylaw or resolution. He/she shall keep a record of the names and addresses of all members of the Association.
• Section 4. Recording Secretary. The Recording Secretary shall keep the minutes of all meetings of the Association and the Board and shall preserve in the books of the Association true minutes of all the proceedings of all such meetings. He/she shall keep a record of the names and addresses of all of the members of the Association. He/she shall be the vice chairperson of the Parks and Improvement committee.
• Section 5. Treasurer. The Treasurer shall have the responsibility for the following: (a) Receipt of all monies from the Corresponding Secretary and otherwise, and depositing of it in depositories authorized by the Board. (b) The filing of reports as may be legally required, including reports or returns to the IRS. (c) Payment of all bills and disbursements of funds as may be directed by the Board. (d) The Treasurer shall supply itemized reports to all elected officials and to all members of the Finance committee, to include all accounts receivable and payable during the preceding month. A member of the association in good standing is entitled to receive said report upon written request within ten (10) business days. His/her books shall be open to any member of the Board and authorized auditors. He/she shall make a full and true report of the financial condition of the Association and shall file such report with the Corresponding Secretary fifteen (15) days prior to the annual meeting so that it will be available for inspection. The Treasurer shall establish bookkeeping and accounting procedures, based on standardized accounting procedures, for the Association as authorized by the Board. He/she shall also be vice chairperson of the Finance committee.
• Section 6. Directors. Directors shall be elected at the annual meetings and then appointed by the President to chair standing committees.
Article IX
Committees
• Section 1. The following standing committees shall be appointed. Bylaw and Covenant Revision, Community Involvement and Awareness, Neighborhood Watch, Parks and Improvement and Finance
• Section 2. Committee members shall be appointed by the President, and shall be subject to removal by said Board. The Board shall follow Article VII; Sec. 3 when the removal of any member is considered.
• Section 3. Minutes of all Committee meetings shall be in writing and a copy filed with the Recording Secretary.
• Section 4. Reports and recommendations by all committees to the Board and/or membership meetings shall be made in writing and a copy filed with Recording Secretary.
• Section 5. The President may form sub-committees as deemed necessary with appointment
approval by the Board.
Article X
Bylaw and Covenant Committee
• Section 1. The Bylaw and Covenant Revision Committee shall be appointed by the president and shall hold office during the current term of the President.
• Section 2. The Bylaw and Covenant Committee shall be responsible for changes to the Restrictive Covenants and Bylaws. The committee shall propose necessary amendments to the membership in writing for approval. Bylaws shall be proposed as necessary, and approved by the membership. The committee shall cooperate with the Board in interpreting the Bylaws.
Article XI
Community Involvement and Awareness
• Section 1. The Community Involvement and Awareness committee shall be responsible for keeping the community informed of Association happenings. They shall be the ears that listen to what the members want, and the voice of the Board extending to the community. They shall be responsible for the monthly newsletter and for planning events to involve the community.
• Section 2. The committee shall have no more the twenty-five (25) members and shall report to the Board.
Article XII
Neighborhood Watch
• Section 1. The Neighborhood Watch Committee shall be responsible for organizing and running the neighborhood watch program in our community. They shall work with the Sheriffs Department or other law enforcement agencies as necessary to promote safety and lack of crime in our development.
• Section 2. The Neighborhood Watch Committee shall inform the Board of their activities.
Article XIII
Parks and Improvement Committee
• Section 1. The Parks and Improvement Committee shall be responsible for overseeing the maintenance and upkeep of Association facilities. They shall submit a proposed budget prior to December 15th to the Finance Committee for the following year. That budget shall include anticipated expenses for grass cutting and trimming, and equipment maintenance.
• Section 2. The Parks and Improvement Committee shall also propose to the Board any
improvements suggested by the membership to make the Association areas more enjoyable.
• Section 3. The Parks and Improvement Committee shall report to the Board.
Article XIV
Finance Committee
• Section 1. The fiscal year of the Association shall begin on the first day of January each year.
• Section 2. Not later that December 1st of each year, the Board shall adopt a budget of estimated income and expenditures for the calendar year commencing on January 1st. This budget shall be available for inspection by the members at a reasonable time and presented
by the Treasurer and/or the President.
• Section 3. The Board shall establish spending level restrictions and budget control procedure. No less that seventy percent (70%) of collected annual assessments shall be budgeted to Parks and Improvement.
• Section 4. The President and either the Treasurer or Finance Director shall sign the checks.
• Section 5. A financial statement of the previous fiscal year shall be mailed to all members yearly with an Association newsletter.
• Section 6. All persons handling funds for the Association shall be bonded, the fee for said bonds to be paid by the Association.
• Section 7. Assessment funds shall be maintained in accounts bearing interest for the Association until further required for operating checking accounts.
• Section 8. All elected or appointed officials of the Association, their assigns and any business in which said person has vested interest, shall not conduct business with the Association during their term of office or appointment.
Article XV
Committee Budget and Reports
• Section 1. Chairpersons of all committees shall submit a written budget request from their committee, said request to be discussed with the Board tentative approval, is forwarded to the Finance committee for inclusion in the budget.
• Section 2. Chairpersons shall give to the Board an informal report on their committees present activities, and proposed plans based upon Board direction, and budget approval.
• Section 3. Chairpersons shall submit a written report of their committees’ accomplishments to date, 15 days prior to the annual meeting for reading and inclusion in the minutes of the meeting.
Article XVI
Conducting Business Meetings by mail
• Section 1. With the approval of the Board, business of the Association may be conduced by mail. Notice of the proposed action shall be mailed to the membership by first class mail. A statement setting forth the question at issue shall be included in the mailing along with a ballot. A minimum of twenty-five percent (25%) of the bona fide ballots must be returned. If twenty-five percent (25%) or more of said ballots are returned, a majority of the votes cast shall decide the question at issue, and the Board shall thereupon declare the result binding upon the Association, unless these Bylaws or the Declaration of Restrictive Covenants provide for some other method for adoption of the question at issue.
Article XVII
Distribution of the Assets After Dissolution
• Section 1. In the event of dissolution or any other termination of this Association, the Board shall suggest, for approval by the membership, an institution that qualifies for tax exemption under Internal Revenue Code of 1954. Section 501 (c) (3), for the assignment of all of the assets of the Association. A special meeting shall be called, which will follow all the rules set out in Article V regarding the procedure for membership meetings. In the event that such membership approves the Boards suggestion, such dissolution and termination of the Association shall occur.
Article XVIII
Severability Clause
• Section 1. In the event any portion of the within Bylaws is declared to be or becomes inoperative under State or Federal law, the balance of these Bylaws shall remain in full force and effect.
Article XIX
Amendments
• Section 1. These Bylaws may be amended at the annual meeting of the Association or under the provisions of Article V, Section 2, of these Bylaws, providing that notice of such meeting contains full explanation of the proposed amendment. A simple majority of those votes cast by members in good standing on each amendment, either in person or by mail, shall determine any proposed amendments.