Revised 8/24/2005 EXHIBIT A
AMENDED BYLAWS OF FOREST PARK ESTATES HOMES ASSOCIATION, INC.
(as adopted June 30, 2005)
1.1 Name. The name of the corporation is Forest Park Estates Homes Association, Inc. It is incorporated under the laws of the State of Kansas as a not-for-profit, non-stock corporation. The corporation is the homes association referenced in the Declaration (as defined below).
1.2 Location. The principal office o the corporation shall be located in Shawnee, Kansas, but meetings of members and directors may be held at such other places in Johnson County, Kansas as may be designated by the Board of Directors from time to time.
2.1 Association shall mean Forest Park Estates Homes Association, Inc., its successors and assigns.
2.2 District shall mean all of the property which is now or hereafter within the jurisdiction of the Association as provided in the Declaration.
2.3 Common Areas shall have the meaning set forth in the Declaration.
2.4 Lot shall have the meaning set forth in the Declaration.
2.5 Owner shall have the meaning set forth in the Declaration.
2.6 Developer shall mean the “Developer” under the Declaration.
2.7 Declaration shall mean, the recorded Declaration of Restrictions and all amendments and supplements thereto which relate to the District.
3.1 Membership Generally. Membership in the Association shall be limited to persons or entities who are the Owners of the fee interest in any Lot which is now or hereafter within the jurisdiction of the Association. Persons or entities (other than a contract seller) who hold an interest merely as security for the performance of an obligation shall not be members. Membership shall be appurtenant to and may not be separated from ownership of a Lot.
3.2 Suspension of Membership. During any period in which a member shall be in default in the payment of: any assessment levied by the Association as provided in the Declaration, the voting rights of such member and rights of a member to receive services provided by the Association and the right to use any Common Areas in or available to the District shall be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended by the Board of Directors, after notice and hearing, for a period not to exceed 90 days for violation of any of the rules and regulations established by the Board of Directors governing the use of the Common Areas in or available to the District.
4.1 Voting. Except as provided in the Declaration or the Articles of Incorporation of the Association, each member shall have one vote for each Lot in which he or she holds the interest required for membership and upon which he or she shall not be delinquent in the payment of assessments provided, however, when more than one person holds such interest or interests in any Lot, all such persons shall be members, and the vote for such Lot shall be exercised as they, among themselves, shall determine, but in no event shall more than one vote be cast with respect to any such Lot.
4.2 Representatives. Where a Lot is owned by a corporation, partnership or other entity, such entity shall designate a person who is entitled to vote respecting such Lot and to serve, if elected or appointed, as a director of the Association, such designation to be made by filing a written instrument to that effect with the Association,
USE OF COMMON AREAS
5.1 Common Areas. The Owners of lots within the District shall have the non-exclusive right to the use of all Common Areas to the extent not located on any Lot.
5.2 Rules and Regulations. The Association shall have the right arid the power to make reasonable rules and regulations which shall govern the use of the Common Areas.
BOARD OF DIRECTORS
6.1 Number. The affairs of the Association shall be managed by a Board of Directors composed of at least five (5) directors and no more than nine (9) directors. The exact number of directors for each year shall be established by resolution by the members at the annual meeting of the members. Each individual elected as a director shall serve until the next annual election and until his or her successor is duly elected and has commenced his or her term of office or until his or her earlier resignation or removal,
6.2 Qualification. All directors, other than the initial directors named in the Articles of Incorporation, shall be and remain members in good standing of the Association
6.3 Removal. Any director may be removed from the Board of Directors, with or without cause, by a majority vote of the members of the Association entitled to vote. In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board of Directors and shall serve for the unexpired term of his or her predecessor.
6.4 Compensation. No director shall receive compensation for the service he or she may render to the Association as a director. However, any director may be reimbursed for his or her reasonable out-of-pocket expenses (with receipts) incurred in the performance of his or her duties.
6.5 Newly Created Directorships. Newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum or by a sole remaining director unless it is otherwise provided in the Articles of Incorporation or these Bylaws and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
MEETING OF DIRECTORS
7.1 Open Meetings. Except to the extent the Board of Directors must meet in executive session to discuss litigation matters, all meetings of the Board of Directors shall be open for attendance to all members of the Association. To the extent practical (but not as a requirement to hold a valid meeting of the Board of Directors), advance notice of each directors’ meeting shall be given by e-mail to the members who have provided their e-mail address to the Association.
7.2 Annual Meetings. Annual meetings of the Board of Directors shall be held within 15 days following the annual meeting of time members at such place as may be fixed by the Board.
7.3 Regular Meetings. Regular meetings of the Board of Directors may be held without notice and shall be held at such place and time as may be fixed from time to time by the Board.
7.4 Special Meetings. Special meetings of the Board of Directors shall be held at such place and time as may be specified by and when called by the president of the Association or by any two or more directors.
7.5 Notice of Special Meetings. Written or printed notice stating the place, day and hour of a special meeting and the purpose or purposes for which lie meeting is called, shall lie given or delivered to each director not less than five (5) days before the date of the special meeting, by or at the direction of the person(s) calling the meeting. Notice of a special meeting may be given or delivered personally or mailed, sent by facsimile transmission or e-mail, to the address, facsimile number or e-mail address for the director as it appears on the records of the Association. If sent by facsimile or e-mail such notice will be deemed delivered when transmitted, with reasonable evidence of successful transmission. If mailed, such notice shall be deemed to be delivered when deposited in the United Slates mail in a sealed envelope so addressed, with postage prepaid. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all directors shall be present.
7.6 Quorum. Unless otherwise required by law, a majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law or as provided in Article XVII hereof, every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of directors.
7.7 Adjournment. If a quorum shall not be present at any such meeting, the directors present shall have the power successively to adjourn the meeting without notice other than announcement at the meeting, to a specified date. At any such adjourned meeting at which a quorum shall be present any business may be transacted which could have been transacted at the original session of the meeting.
7.8 Meetings by Conference Telephone or Similar Communications Equipment. Members of the Board or Directors, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating iii the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in person at such meeting.
7.9 Action Taken without a Meeting. Any action required or permitted to be taken at any meeting of the Board o Directors or any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
NOMINATION AND ELECTION OF DIRECTORS
8.1 Nomination. Nomination for election to the Board of Directors may be made in writing delivered to the secretary of the Association in advance of the annual meeting or from the floor at the annual meeting of the members.
8.2 Election, Election to the Board of Directors shall be by written ballot. At any 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 provisions of Article IV hereof. The persons receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted.
8.3 Commencement of Term of Office. A director shall be deemed elected at the time of his or her election. But he or she shall not be deemed to have commenced his or her term of office or to have any of the powers or responsibilities of a director until the time he accepts the office of director either by a written acceptance or by participating in the affairs of the Association at a meeting of the Board of Directors.
POWERS OF THE BOARD OF DIRECTORS
Except as provided in Article X below, the Board of Directors shall have the power to:
9.1 Scope. Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of incorporation or the Declaration.
9.2 Rules and regulations. Adopt and publish rules and regulations governing tile use of the Common Areas and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; provided, however, that the Board of Directors may not, in any event, revoke limit, restrict., or suspend in any way, the right of any Owner to use and enjoy any street for ingress and egress.
9.3 Employment. Employ (and contract with for such periods of time and on such terms as may be deemed appropriate) agents, independent contractors, managers and employees, and to prescribe their duties and responsibilities.
9.4 Records and Reports. Cause to be kept a complete record of all its acts and of the corporate affairs of the Association and to present reports thereof to the members.
9.5 Supervision. Supervise all officers, agents and employees of the Association, and see that their duties are properly performed.
9.6 Assessments. As more fully provided in the Declaration, provide for the levying of the regular assessments against each Lot and any special assessment against any Lot and to take all actions necessary or appropriate to collect the same.
9.7 Certificates. Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not an assessment has been paid. A reasonable charge may be made by the Association for the issuance of these certificates.
9.8 Insurance. Procure and maintain public liability insurance, fire and extended coverage hazard insurance and other insurance on property owned by the Association and maintain officer’s and director’s liability insurance, all with such coverages and in such sums as may be deemed appropriate by the Board of Directors.
9.9 Bonding. Cause officers or employees having fiscal responsibility to be bonded, as the Board of Directors may deem appropriate.
9.10 Maintenance. Cause the Common Areas and other areas to be maintained as provided in the Declaration.
9.11 Committees. Appoint one or more committees, including an internal review committee. Any such committee shall be composed of at least one (1) director and any other individuals as the Board of Directors shall designate. Not all members of a committee need be directors unless otherwise provided in the Declaration, Articles of Incorporation or by law.
A quorum of any committee so designated by the Board of Directors shall be any number of the members designated by the Board of Directors, but that quorum shall not consist of less than one-half (1/2) of the total number of members appointed to such committee. The Board may designate one (1) or more individuals as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Notwithstanding the foregoing, the Architectural Committee shall be appointed and governed as provided in the Declaration.
9.12 Architectural Committee. Appoint an Architectural Committee and hear appeals of its decisions as provided in the Declaration.
91.3 Performance. Perform all acts and do all things required or permitted to be done by the Association by the Declaration or otherwise; and perform all acts and do all things permitted or required of a Board of Directors of a not-for-profit corporation under the laws of the State of Kansas.
LIMITATIONS ON POWERS OF BOARD OF DIRECTORS
The following limitations, restrictions and requirements shall apply to the powers of the Board of Directors:
10.1 Capital Expenditures. Whenever the Association intends to make any capital expenditure for any single item or related items in an amount in excess of 5% of the total amount of the current fiscal year’s operating budget, the Board shall obtain at least three bids with respect thereto (except in the case of an emergency). The Board shall not be required to accept the lowest bid.
10.2 Limitation on Expenditures and Borrowings. The Association shall at no time expend more money within any one fiscal year than the total amount of the assessments for that particular year, plus any surplus and available reserves which the Association may have on hand from prior years. The Association shall not incur ally borrowings, other than trade payables in the ordinary course.
10.3 Reserve. The Board of Directors shall establish and maintain, out of annual dues. a reserve(s) for the future maintenance repair and replacement of major items, with the stated goal of having a minimum reserve amount equal to 50% of the then current fiscal year’s total annual dues. Neither the Association nor any director shall be liable to any member or other person for any failure of such reserves to be adequate or for any expenditures out of the reserves.
MEETINGS OF MEMBERS
11.1 Annual Meetings. The annual meeting of the members of the Association shall be held at such place and time as may be fixed by the Board of Directors. At the annual meeting, directors shall be elected, reports of the affairs of the Association shall be considered, and any other business within the powers of the membership may be transacted,
11.2 Special Meetings. Special meetings of the members may be called at any time by the president or by a majority of the Board of Directors, or upon written request of members holding at east one-tenth (I/I 0th) of the voles of the members,
11.3 Place and Notice of Meetings. All meetings of the members shall be held in Johnson County. Kansas at such place as may be designated in the notice of the meeting. Written notice of each meeting of the members shall be delivered or given to each member entitled to vote thereat by, or at the direction of, the person(s) duly calling the meeting, not less than ten (10) days nor more than forty (40) days prior to such meeting. Notice of a meeting may be delivered personally or mailed, sent by facsimile transmission or e-mail, to the address, facsimile number or e-mail address for the member as it appears on the records of the Association. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose(s) of the meeting. If sent by facsimile or e-mail, such notice shall be deemed delivered when transmitted, with reasonable evidence of successful transmission. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail in a sealed envelope so addressed with postage thereon so addressed to the member,
11.4 Quorum. The presence at a meeting, in person or by proxy, of members entitled to cast at least 15% of the total votes of the membership shall constitute a quorum for any action. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be obtained. Except as otherwise provided in these Bylaws, the Declaration or the Articles of Incorporation or by law, a majority vote of those present at a meeting at which a quorum is present shall be necessary to transact any business entitled to be transacted by the members.
11.5 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 of the Association before the start of the meeting. Every proxy shall be revocable and shall automatically cease to be effective, if not sooner terminated by its terms or revoked, upon the expiration of eleven (11) months from the date of its issuance or upon conveyance by the member of his or her Lot, whichever event shall occur first.
OFFICERS AND THEIR DUTIES
12.1 Enumeration of Offices. The officers of the Association shall be a president, a vice-president, a secretary and a treasurer, who shall at all times be members of the Board of Directors, and such other officers as the Board of Directors may from time to time elect,
12.2 Election of Officers. Initially, the officers shall be elected by the Board of Directors named in the Articles of incorporation at the first meeting of that body, to serve at the pleasure of the Board until the first annual meeting of the Board and until their successors are duly elected and qualified or until their earlier resignation or removal.
At the first and each subsequent annual meeting of the Board of Directors, the newly elected Board shall elect officers to serve at the pleasure of the Board until the next annual meeting of the Board and until their successors are duly elected and qualified or until their earlier resignation or removal.
An officer shall be deemed qualified when he or she enters upon the duties of the office to which he or she has been elected or appointed and furnishes any bond required by the Board of Directors or these Bylaws; but the Board of Directors may also require of such person his or her written acceptance and promise faithfully to discharge the duties of such office.
12.3 Special Appointments. The Board of Directors may appoint such other officers and agents as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties consistent with these Bylaws as the Board may, from time to time, determine,
12.4 Resignation and Removal. Any officer may be removed from office by the Board of Directors whenever, in the Boards judgment, the best interests of the Association will be served thereby. Any officer may resign at any time by giving written notice to the Board through the president or the secretary. Such resignation shall take effect on the date of receipt of such notice by the Board or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
12.5 Vacancies. A vacancy in any office may be filled by the Board of Directors at any time. The officer elected to such vacancy shall serve for the remainder of the term of the officer he or she replaces.
12.6 Multiple Offices. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
12.7 Duties. The duties of the officers are as follows:
President. The president shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the affairs and officers of the Association. He or she shall preside at all meetings of the membership and at all meetings of the Board of Directors. He or she shall be ex officio a member of all standing committees and shall have the general powers and duties of management usually vested in the office of president and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
Vice-president. The vice president shall act in the place and stead of the president in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties and have such other powers as may be prescribed by the Board of Directors.
Secretary. The secretary shall record the votes and keep the minutes of all meetings end proceedings of the Board of Directors and of the members, and post such minutes to the Association’s website in a timely manner after the meeting, shall keep the corporate seal, if any, of the Association and affix it on alt papers required to have the seal affixed thereto, shall serve notice of meetings of the board and of the members, shall keep appropriate current records showing the members of the Association, together with their addresses, and shall perform such other duties, and have such other powers as may be prescribed by the Board of Directors or usually vested in the office of secretary.
Treasurer. The treasurer shall have responsibility for the safekeeping of the funds of the Association, shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Association and such other books of account and accounting records as may be appropriate, and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or usually vested in the office of treasurer. The books of account and accounting records shall at all reasonable times be open to inspection by any director.
12.8 Compensation. Officers of the Association shall not receive any compensation or salary for their services, but may be reimbursed for their reasonable out-of-pocket expenses incurred (with receipts) in the performance of the duties of their offices.
13.1 Purpose. The assessments levied by the Association shall be used to provide funds to enable the Association to exercise the powers, maintain the improvements and render the services provided for in these Bylaws, the Declaration and the Articles of Incorporation.
13.2 Provisions Governing Assessments. Assessments shall be levied in the manner provided in the Declaration.
BOOKS AND RECORDS
The books and records of the Association shall, at all times during reasonable hours and upon reasonable notice, be subject to inspection by any member for proper purposes. The Declaration, Articles of Incorporation and Bylaws of the Association shall also be available during reasonable hours or inspection by any member.
If adopted by the Board of Directors, the Association shall have a corporate seal in a circular form having inscribed thereon the name of the Association and the words “Corporate Seal--Kansas.” The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise attached.
16.1 Depositories and Checks. The moneys of the Association shall be deposited in such banks or financial institutions and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the Board of Directors from time to time.
16.2 Certain Loans Prohibited. The Association shall not make any loan to any officer or director of the Association.
16.3 Absence of Personal Liability. The directors, officers and members of the Association shall not be individually or personally liable for the debts, liabilities or obligations of the Association.
16.4 Indemnification. The Association may indemnify and advance expenses to each person who is or was an officer or director of the Association or a member of a committee to the full extent permitted by the laws of the Side of Kansas from time to time.
These Bylaws may from time to time be altered, amended or repealed, or new Bylaws may be adopted by a two--thirds (2/3) vote of the members of the Association present at a meeting at which a quorum is present.
In the case of any conflict between the Articles of Incorporation of the Association and these Bylaws, the Articles of Incorporation shall control. In the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
The Board of Directors shall have power to fix and from time to time change the fiscal year of the Association. In the absence of action by the Board of Directors, the fiscal year of the Association shall end each year on the date which the Association treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the statutes of Kansas, or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the members, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.