Twin Creeks Homeowners Association, Inc.
AMENDED AND RESTATED
HOMEOWNERS ASSOCIATION, INC.
Original By-Laws with Amendments from the Board of Directors Meetings of September 18, 1997 and December 4, 1997, the Annual Meeting of the Members of November 18, 1996 and the Special Meeting of the Members of November 17, 1997.
Section 1. The name of the corporation is TWIN CREEKS HOMEOWNERS ASSOCIATION, INC. (hereinafter referred to as the ìAssociationî).
Section 2. The principal office of the Association shall be located at 1041 West Main Street, Carmel, Indiana 46032, until and unless changed in accordance with law by the Board of Directors.
Section 3. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
Section 1. ìDeclarationî shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions of Twin Creeks as recorded in the Office of the Recorder of Marion County, Indiana, as amended.
Section 2. ìAssociationî shall mean and refer to this Corporation, which is also referred to as the ìAssociationî in the Declaration and the ìCorporationî in the Articles of Incorporation of this the Association.
Section 3. ìApplicable Dateî shall mean and refer to the date the Class B membership terminates as specified in the Articles of Incorporation of this Association.
Section 4. All the terms as defined and used in the Declaration shall have the same meanings in these By-Laws and reference is specifically made to the Declaration containing definitions of terms.
MEMBERSHIP AND VOTING RIGHTS
Section 1. Membership, Transfer, and Voting Rights.
Reference is hereby made to the Declaration and the Articles of Incorporation which set forth terms, provisions and conditions governing and relating to membership in the Association, transfer of membership and voting rights of classes of members, all of which terms, provisions and conditions are incorporated herein by reference.
Section 2. Quorum.
Written notice of any meeting called for the purpose of taking any action authorized under this Article shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast thirty percent (30%) of all the votes of the membership shall constitute a quorum. If the required quorum is not present, another meeting may be called. Written notice is not required to be given for such meeting if the new date, time and place are announced at the first meeting prior to adjournment. The required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting.
Section 3. Proxies.
Votes may be cast in person or by proxy. Proxies must be filed with the Secretary of the Association before the appointed time of each meeting of the members of the Association. Cumulative voting shall not be permitted.
Section 4. Majority Required.
A majority of the votes of the members present (in person or by proxy) at a meeting at which a quorum is present shall be sufficient for the transaction of all business of the Association except on matters where a greater vote is required by the Declaration, the Articles of Incorporation, the By-Laws or by statute.
Section 5. Meetings.
Meetings of the members of the Association shall be in accordance with the following provisions:
A. Place. Meetings of the members shall be held at such place in Indiana, as may be designated by the Board of Directors of the Association.
B. Annual Meetings. The first annual meeting of the members shall be held within six (6) months after the close of the first fiscal year of the Association, the exact date to be decided by the Board of Directors. At such first annual meeting of the members, the members may designate a regular day or date for successive annual meetings, which date shall not be more than six (6) months after the close of fiscal year of the Association. If the members fail to designate such a regular day or date, the Board of Directors may continue to designate the day or date of the next annual meeting until such a designation is made by the members. If any designated day or date falls upon a legal holiday, the actual date of the meeting shall be the next business day succeeding such designated day or date.
C. Special Meetings. Special meetings of the members shall be called by the president of the Association, by resolution of the Board of Directors of the Association or upon a written petition signed by not less than sixty percent (60%) of the members of the Association entitled to vote. Notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
D. Notice of Meetings. Written notice of any meeting called for the purpose of taking any action authorized under this Article shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast thirty percent (30%) of all the votes of the membership shall constitute a quorum. If the required quorum is not present, another meeting may be called. Written notice is not required to be given for such meeting if the new date, time and place are announced at the first meeting prior to adjournment. The required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting.
E. Order of Business. The order of business at all meetings of the members shall, to the extent applicable, be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Unfinished business.
8. New business.
F. Voting by Co-Owners and Entities. The vote appurtenant to any Lot in which more than one person owns an interest may be exercised by any of such persons present at any meeting, unless the Association is advised (by objection or protest at the meeting or written notice prior thereto) by any other person owning an interest in such Lot that the Owners of the Lot are unable to agree upon the manner in which the vote appurtenant to such Lot shall be cast at such meeting or on any particular question to come before such meeting. In such event, the vote appurtenant to the Lot shall not be counted at the meeting or on the particular question noted, as the case may be. In the event any Lot is owned by a corporation, then the vote appurtenant to such Lot shall be cast by a person designated in a certificate signed by the president or vice president of such corporation and attested by the secretary or any assistant secretary of such corporation and filed with the secretary of the Association prior to the meeting. The vote appurtenant to any Lot owned by a trust or partnership may be exercised by an trustee or partner thereof, as the case may be, and unless any objection or protest by any other such trustee or partner is noted at such meeting or in writing prior thereto, the Chairman of such meeting shall have no duty to inquire as to the authority of the person casting such vote or votes.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nominations.
Nominations for election to the Board of Directors may be made by a Nominating Committee. The Nominating Committee may consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee may be appointed by the Board of Directors three (3) months prior to the Annual Meeting and they may serve until the close of the Annual Meeting. The Nominating Committee may make as many nominations to the Board of Directors as it determines, but not less than five (5) nominations. Nominations may also be accepted from the members of the Association. Such nominations may be made only from among members of the Association. The nominations will close once the ballet has been mailed with the official meeting notification from the Board of Directors to all the members of the Association. Nominations shall not be made from the floor at the Annual Meeting of the members of the Association unless there is an insufficient number of nominations for the ballot. Only in that event shall nominations be submitted from the floor.
Section 2. Election.
After the Applicable Date, election to the Board of Directors shall be by secret written ballot at the Annual Meeting of the members of the Association. At 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 the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
BOARD OF DIRECTORS
Section 1. Number and Qualifications.
The affairs of the Association shall be governed by a Board of Directors composed of five (5) persons. (See Convenants, Article II, Section 5 and Articles of Incorporation, Article VI, Section 6.01.)
Section 2. Additional Qualifications.
Where an Owner consists of more than one person, or is a partnership, corporation, trust or other legal entity then one of the persons constituting the multiple Owner or partner, officer or trustee, as the case may be, of the partnership, corporation, trust or other entity, shall be eligible to serve on the Board of Directors of the Association, except that no Lot may be represented on the Board of Directors by more than one person at a time.
Section 3. Initial Board of Directors.
The initial Board of Directors named in the Articles of Incorporation (the ìInitial Boardî) shall maintain, manage and administer the affairs and the property of the Association until the Applicable Date as that term is defined in the Articles of Incorporation.
Section 4. Term of Office Generally.
At each Annual Meeting of the Association, the members shall elect the Directors who will serve a one (1) year term. Each elected Director may serve unlimited consecutive terms, including persons were appointed by the Board of Directors to fill a vacancy.
Section 5. Duties.
The Board of Directors shall have the following duties:
A. To cause to be kept a complete record of all its acts and corporate affairs to present a statement thereof to the members at the Annual Meeting of the members, or at any special meeting when such statement is requested in writing by members holding twenty-five percent (25%0 of the total votes of the membership entitled to vote;
B. To supervise all officers, agents and employees of the Association;
C. To establish the annual assessment period and fix the amount of the annual assessment against each member for each Lot owned, all in accordance with the terms of the Declaration and these By-laws;
D. To fix the amount of any special assessment against each member for each Lot owned, all in accordance with the terms of the Declaration and these By-laws;
E. To send written notice of each assessment to each Owner in accordance with the Declaration;
F. To foreclose the Associationís lien for assessments against any property for which assessments are not paid within thirty (30) days after the due date thereof or to bring an action at law against the Owner or other person personally obligated to pay the same;
G. To issue, or to cause an appropriate officer to issue, upon demand by an person or entity, a certificate setting forth whether or not any assessment has been paid;
H. To procure and maintain the insurance coverage required by the Declaration and such other insurance coverage as the Board of Directors, in its sole discretion, deems necessary or advisable.
I. To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate, and at least as required by the Declaration; and
J. To perform all responsibilities required of the Association, as provided in the Declaration.
Section 6. Vacancies.
Any vacancy in the Board of Directors shall be filled by vote of the majority of remaining directors, even though they may constitute less than a quorum. Each person so elected shall be a director for the unexpired term of his predecessor, or until his successor is elected.
Section 7. Compensation.
No director shall receive compensation for any service he may render to the Association as such director. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties (with the exception of mileage). Directors may be paid and compensated for services to the Association in a capacity other than as a director.
Section 8. Removal of Directors.
After the Applicable Date, any director may be removed with or without cause by a majority vote of the other members of the Board of Directors.
Section 9. Regular Meetings.
Regular meetings of the Board of Directors shall be held as such regular intervals, without notice, at such place and hour as may be determined from time to time by resolution of the Board of Directors. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 10. Special Meetings.
Special meetings of the Board of Directors may be called by the President on three (3) daysí notice to each director, given personally, 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 on the written request of at least two-thirds (2/3) of the 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 of the giving of such notice. Attendance by a director at any meeting of the Board of Directors shall be deemed a waiver of notice by him 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. Quorum.
At all meetings of the Board of Directors, a majority 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 and shall be the acts of the Board of Directors except as otherwise provided in or required by the Declaration, Articles of Incorporation, these By-laws or statute. If, at any meeting of the Board of Directors shall there be 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.
Section 13. Action Taken Without a Meeting.
The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers.
The officers of the Association shall be a President, Vice President, a Secretary and a Treasurer, all of whom shall be members of the Board of Directors, and such other officers as the Board of Directors may from time to time by resolution create.
Section 2. Election of Officers.
The election of officers shall take place before the close of the Annual Meeting.
Section 3. Term.
The officers of the Association shall be elected annually by the Board of Directors and each shall hold office for one (1) year or until his successor is elected and qualified unless he shall sooner resign, be removed or otherwise disqualified to serve.
Section 4. Special Appointments.
The Board of Directors may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may, from time to time, determine.
Section 5. Resignation and Removal.
Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies.
A vacancy in any office may be filled by appointment by the Board of Directors. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices.
The multiple offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties.
The duties of the officers are as follows:
The President shall preside at all meetings of the Board of Directors. He shall see that orders and resolutions of the Board are carried out. He shall have the power to appoint committees from among the members of the Association from time to time as he may in his discretion deem appropriate to assist in conducting the affairs of the Association. The President shall have and discharge all the general powers and duties usually vested in the office of the president or chief executive officer of an Association or a stock corporation organized under the laws of the State of Indiana.
B. Vice President
The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by him by the Board of Directors or as are delegated to him by the President
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate seal of the Association (if any is adopted) and affix it on all papers requiring said seal; serve notice of meetings of the Board of Directors and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board of Directors.
The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notices of the Association; keep proper books of account in cooperation with the bookkeeper; and shall prepare an annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting.
The Board of Directors shall appoint the committees provided for in the Declaration and in these By-laws. In addition, the Board of Directors or the President may appoint various other committees to carry out the purposes of the Association. Except as otherwise expressly provided herein, members of such committees may, but need not, be members of the Board of Directors.
BOOKS OF ACCOUNT AND FISCAL YEAR
Section 1. Books of Account.
The Association shall keep detailed books of account showing all expenditures and receipt of administration, which shall specify the maintenance and repair expenses incurred by or on behalf of the Association and the members. Such accounts, books, records, financial statements, and other papers of the Association shall be opened for inspection by the members and other persons having any interest in any Lot, including any Owner, any lender and any holder, insurer or guarantor of the first mortgage on any Lot, during reasonable business hours or under other reasonable circumstances and shall be ìreviewedî annually by a qualified auditor/CPA. The cost of such reviews shall be a Common Expense. Any holder, insurer or guarantor of a first mortgage on a Lot shall be entitled upon written request to receive an audited financial statement for the immediately preceding fiscal year free of charge to the requesting party and within a reasonable time to such request. Current copies of the Declaration, the Articles of Incorporation, and the By-laws of the Association, and other rules concerning the Real Estate, shall be available for inspection by an Owner and lenders, and to holders, insurers or guarantors of any first mortgage at the principal office of the Association during normal business hours or under other reasonable circumstances, where copies of the same and of audits may be purchased at reasonable costs.
Section 2. Bookkeeper
The Association shall contract the services of a qualified bookkeeper (residents who are not members of the Board who are qualified may be considered) to handle the day-to-day record keeping and bill paying functions. The bookkeeper is not authorized to sign any checks. All invoices must be initialed by a Board member before going to the bookkeeper for payment. All checks must be signed by two (2) Board members whose signatures are registered at the Associationís bank. Board members can not sign checks written to them for reimbursement of Association expenses.
Section 3. Fiscal Year.
The fiscal year of the Association shall commence on January 1, and end the following December 31 each year, provided, however, that the fiscal year for purposes of assessments may be different than the general fiscal year of the Association.
CONTRACTS, LOANS AND CHECKS
Section 1. Authorization.
The Board of Directors may authorize any officer or officers or agent or agents of the Association to enter into any contract or execute any instrument on its behalf. Such authorization may be general or combined to specific instances. Except as provided in these By-laws, no officer, agent or employee shall have any power to bind the Association or to render it liable for any purpose or amount unless so authorized by the Board of Directors.
Section 2. Checks.
All checks, drafts, or other orders for payment of money by the Association shall be signed by the President, Secretary, Treasurer or such other person as the Board of Directors may from time to time designate by resolution.
These By-laws may be amended, at a regular or special meeting of the members of the Association, by a vote of a majority of a quorum of members present in person or by proxy. The Board of Directors of the Corporation shall have the power, without the assent of the members, to make, alter, amend, or repeal the By-Laws.
In the case of any conflict between the Articles of Incorporation and these By-laws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration and these By-laws, the Declaration shall control.
STATE OF INDIANA
OFFICE OF THE SCRETARY OF STATE
CERTIFICATE OF INCORPORAQTION
TWIN CREEKS HOMEOWNERS ASSOCIATION, INC.
I, , Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above corporation, have been presented to me at my office accompanied by the fees prescribed by law; that I have found such Articles conform to law; all as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended.
NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that is corporate existence will begin January 21, 1993.
In witness whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
day of , 2000.
, Secretary of State
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