BY-LAWS
OF
SHOREWOOD
OWNERS’ ASSOCIATION, INC.
Adopted February 3,
2010
ARTICLE I
Definitions
As used in these By-Laws:
Section 1.01. The
term “Corporation” shall mean Shorewood Forest Property Owners’
Association, Inc.
Section 1.02. The
term “Act” shall mean the Indiana Not-For-Profit Corporation Act of 1971,
as amended from time to time.
Section 1.03. The
term “Articles” shall mean the Articles of Incorporation of the
Corporation, as amended and in effect from time to time.
Section 1.04. The
term “By-Laws” shall mean the By-Laws of the Corporation, as amended and
in effect from time to time.
Section 1.05. The
term “Development” shall mean the planned unit development known as
Section 1.06. The
term “person” shall mean natural person, firm, corporation, or similar
entity.
Section 1.07. The
terms “member” and “membership” shall mean, respectively, a member of
and membership in the Corporation. There are two (2) classes of membership:
Regular and Social.
ARTICLE II
Section 2.01. Name. The name of the Corporation is Shorewood Forest Property Owners’ Association, Inc.
Section 2.02.
Principal Office and Resident Agent. The location of the principal
office of the Corporation and the designation of the resident agent of the
Corporation shall be as specified in the Articles.
Section 2.03. Seal.
The seal of the Corporation shall be in the form of a circle with the words
“Shorewood Forest Property Owners’ Association, Inc.”(or an appropriate
abbreviation thereof), and “
Section 2.04. Fiscal Year. The fiscal year of the Corporation shall begin January 1 and end December 31.
ARTICLE III
Membership
Section 3.01. Qualifications for Membership. Regular members shall be the owners of record of a residential lot within the boundaries of the Development.
Social members shall be
owners of a residential lot within the flowage agreement portion of the Deer
Ridge Subdivision or owners of any other property within a flowage agreement
pertaining to
Section 3.02 Transfer
of Membership. Membership shall be transferable, but the transfer will be
effective only when made to a person who qualifies for membership and when
noted on the records of the Corporation. A member will transfer his membership
to his successor in interest as part of the transaction whereby he disposes of
his interest in the real estate which qualified him for membership. The
Secretary, upon request, and upon receipt of written proof of the transfer,
will make note of such transfer upon the records of the Corporation..
Section 3.03. Privileges of Membership. The privilege of using the areas and facilities within the Development that are owned by the Corporation shall be in accordance with the restrictive covenants for the Development, the Articles of Incorporation, these By-Laws, and any such other rules for the use of such facilities and areas adopted from time to time by resolutions of the Board of Directors of the Corporation. Only Regular Members in good standing shall be allowed a vote on matters pertaining to the SFPOA.
ARTICLE IV
Meetings of Members
Section 4.01. Place of Meetings. Any meeting of the members may be held at any place within Porter County, Indiana, designated in the notice of the meeting.
Section 4.02. Annual Meeting. The Annual Meeting shall be held at a time and place set by the Board of Directors at any convenient date following May 1 and before June 1 of each year.
class=Section3>Section 4.03. Election Procedures. The Board of Directors shall establish rules and regulations to facilitate an orderly election process at the annual meeting.
Section 4.04. Special Meetings. A special meeting of the members may be called by the President, by a majority of the Board of Directors, or by a written petition signed by at least ten (10) percent of the regular members .
Section 4.05. Notice of Meetings. A written notice of special meetings stating place, day and hour of any special meeting (or when required by any provision of the Act, Articles, or By-Laws) and the purposes of the meeting, shall be delivered, or mailed by the Secretary to each Regular member in good standing who, according to the Corporation’s records, is entitled to vote at such meeting, at least thirty (30) days before the date of the meeting. Notice published in the Shorelines is also considered adequate notice. Notice of any members’ meeting may be waived in a writing filed with the Secretary of the Corporation before, at, or after the time of the meeting, or by attendance at the meeting.
Section 4.06. Voting Rights. The voting rights of the members shall be as prescribed in the Articles. A vote attributable to a single-family lot in the Development (each hereinafter called “voting unit”) shall be cast as follows:
(a) If the voting unit is owned by one person, the vote shall be cast by that person.
(b) If the voting unit is jointly owned, the vote shall be deemed properly cast if cast by any one of the joint owners in the absence of any written objection by any co-owner.
(c) If the voting unit is jointly owned and the joint owners, or any one of them, desire that
class=Section4>the vote be cast in
different ways, or that it not be cast, then the vote attributable to the
voting unit shall be deemed properly cast if cast by not less than a majority
of the joint owners of the voting unit.
Section 4.07. Quorum
and Manner of Acting. A quorum shall be deemed to be present at any
annual meeting of the members if, at such meeting, the owners of not
less than ten (10) of the single-family lots in the Development are present. A
quorum shall be deemed to be present at any special meeting of the members,
if, at such meeting the owners of not less than twenty (20) of the
single-family lots are present. Not withstanding the presence of a quorum, any
questions or matters which come before the membership of the corporation for a
vote, other than the election of members of the Board of Directors as provided
for in Section 5.01 of these by-laws, shall be determined by a majority of the
entire membership of the corporation in good standing per Article 4.10 and
Article 4.11.
Section 4.08. Mail Voting. The Board of Directors by resolution from time to time may permit voting at any meeting of members in person or by mail, or may provide for a vote by mail without a meeting, upon any question which might properly come before the members. In either case, not less than fifteen (15) days before the vote is to be counted, the Secretary shall mail or cause to be mailed to each member in a good standing entitled to vote upon the question a ballot stating specifically (a) each question to be voted upon and (b) the hour and date upon which the vote is to be counted and shall enclose therewith an envelope addressed to the Secretary for
class=Section5>returning the ballot. In the case of mail voting at meetings only validly executed ballots actually received by the Secretary at the end of the business day on the Friday preceding the Annual meeting shall be counted for purposes of determining a quorum or any question to be determined at the meeting. When a vote is conducted entirely by mail without a meeting, only valid ballots actually received by the Secretary as of the hour and date specified in the ballot shall be counted for purposes of determining a quorum or any question to be determined by the vote.
Section 4.10. Record Date. Only such persons as shall appear as members upon the books of the Corporation at the close of business on the date on which notice of the meeting or ballot (if no meeting is to be held) is mailed shall be entitled to vote on any question which comes before the meeting.
Section 4.11. Voting by proxy shall not be allowed at meetings of members.
ARTICLE V
The Board of Directors
Section 5.01. Qualification and Election. The affairs of the Corporation shall be managed by a Board of Directors consisting of five (5) directors each of whom shall be a member in good standing. All directors shall serve two (2) year terms with three (3) directors elected in even years and two (2) elected in odd years. All directors shall hold their offices until his or her successor shall have been duly elected and qualified. Members of the Board of Directors shall be elected by members of the Corporation, voting in accordance with the Articles and By-Laws, at annual meetings of the members. Members of the Board of Directors shall be elected by a majority of members of the corporation voting at the election for Directors.
Section 5.02. Vacancies. Any vacancy that shall occur on the Board of Directors shall be filled by a majority vote of the remaining directors, and the director so chosen shall serve the unexpired portion of the term of the person whom he replaces.
Section 5.03. Annual Meetings. The Board of Directors shall hold an annual meeting within seventy-two (72) hours after the annual meeting of the members, for the purposes of organization, election of officers, and the consideration of any other business that properly may be brought before the meeting. The failure to hold any annual meeting at the designated time shall not work any forfeiture of the charter, or dissolution, of the Corporation.
Section 5.04. Regular
Meetings. Regular meetings of the Board of Directors shall be held at the
Clubhouse.
Section 5.05. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by any two (2) directors.
Section 5.06. Notice of Meetings. No notice of the annual meeting of the Board of Directors shall be required other than in The Shorelines. Written notice stating the place, day and hour of a special meeting shall be made by the Secretary to each director at least three (3) days before the date of the meeting. Notice may by waived by any director in a writing filed with the Secretary before, at, or after the meeting, or by attendance in person.
Section 5.07. Place. All meetings of the Board of Directors of the Corporation other than the regular scheduled meetings shall be held at such place as may be specified in the respective notices, or Waivers of notice thereof, or as may otherwise be agreed upon unanimously.
Section 5.08. Quorum. A majority of the Board of Directors shall constitute a quorum, except for the filling of vacancies, in which case a majority of the existing directors shall constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
class=Section7>Section 5.09. Powers and Duties.
Clause 5.091. Powers. The powers of the Board of Directors shall include (but not be limited to):
(a) the power to adopt and publish rules and regulations governing the use of those parts of the Development that are or will be owned by, or are otherwise under the control of, the Corporation; and
(b) the power to exercise for the Corporation all the powers and duties of the
Corporation permitted by
Clause 5.092. Duties. The duties of the Board of Directors shall include (but not be limited to) the duty to fix, prior to the first day of January of each year, an annual budget and the amount of the annual charge that is to be made against each member of the Corporation pursuant to the provisions for such a charge that are contained in the Articles, the Declaration of Restrictions, and the plats of the Development. The annual charge shall be due on April 1st and delinquent on April 2nd.
Section 5.10. Adoption of Rules and Regulations. The Board of Directors shall adopt rules and regulations relating to the use and enjoyment of the common properties and recreational facilities within the Development that are owned by the Corporation.
Section 5.11. Committees. The Board of Directors may create such temporary and standing committees as it shall deem necessary, and shall assign to each committee so created such duties as the Board of Directors shall consider proper for assignment to such committee; but the designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed upon it or him by law, nor may any committee or member thereof encumber assets of the Corporation without prior written approval of the Board. The Board of Directors shall choose committee members from the membership of the Corporation, and each such committee and all committee members shall serve at the pleasure of the Board of Directors.
Section 5.12. The Board of Directors shall have the authority to hire and enter into a contract for a Community Manager, to serve under the direction of the President and Board of Directors and perform such duties as set forth in the Contract of Employment. The Community Manager may hire, subject to the approval of the Board of Directors, such other employees as may be necessary to carry out functions of the Corporation.
Section 5.13. Resignation and Removal. Any director may resign at any time by giving written notice to the Board of Directors, President, or Secretary. Any director shall be deemed removed if his membership in the Corporation is terminated. Any director may be removed for malfeasance in office, by the vote of a majority of the members who would be entitled to vote his election.
Section 5.14. Voting by proxy shall not be allowed at meetings of the Board of Directors.
ARTICLE VI
The Officers of the Corporation
Section 6.01. Number.
The officers of the Corporation shall be a President, two Vice Presidents,
Secretary, and Treasurer, and, at the discretion of the Board of Directors, an
Assistant Secretary and/or Assistant Treasurer. Any person may hold two (2)
offices at the same time except the offices of President and Secretary.
All officers shall be members of the Board of Directors.
Section 6.02. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the annual meeting thereof. Each officer shall hold office until his or her successor shall have been elected and qualified, or until death, resignation, or removal.
Section 6.03. Removal. Any officer may be removed with or without cause, at any time, by a vote of not less than four-fifths (4/5) majority of the directors, at a special meeting of the Board called for the purpose of considering the removal.
Section 6.04. Vacancies. Any vacancy in any office because of death, resignation, or removal, or otherwise caused, shall be filled for the unexpired portion of the term by a person chosen by the Board of Directors.
Section 6.05. The President. The President, who shall be chosen from the directors, shall have charge of the executive management of the operations of the Corporation, subject, however, to the control of the Board of Directors. The President shall, in general, perform all duties incident to the office of President and such other duties as, from time to time, may be assigned by the Board of Directors.
Section 6.06. A Vice President. A Vice President shall have such powers and perform such duties as the Board of Directors may prescribe or as the President may delegate to him or her. During the absence or inability to act of the President, a Vice President shall act as President.
Section 6.07. Secretary. The Secretary shall keep, or cause to be kept, the books and records of the Corporation and minutes of all meetings of the members and of the Board. He or she shall at all times insure that located at the principal office of the Corporation there is a complete and accurate list of the names and addresses of all members and shall attend to the giving of all notices in accordance with the provisions of these By-Laws and as required by law. The Secretary or his or her designee shall be the custodian of the records (except the financial records) of the Corporation and its seal and, in general, perform all duties incident to the office of Secretary and such other duties as, from time to time, may be assigned to him or her by the Board of Directors or the President.
Section 6.08. The Treasurer. The Treasurer shall be the financial officer of the Corporation and shall keep, or cause to be kept, complete books and records showing the financial condition of the Corporation. He or she or his or her designee shall have charge and custody of, and be responsible for, all funds of the Corporation and shall deposit them in the name of the Corporation in such banks, trust companies, or other depositories as shall be approved by the Board of Directors. The Treasurer, or his or her designee, shall receive, and give receipts for, moneys due and payable to the Corporation, disburse the funds of the Corporation in accordance with the instructions of the Board of Directors, render to the Board, on request, an account of all transactions as Treasurer and of the financial condition of the Corporation, and in general perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him or her by the Board of Directors of the President. Designee shall mean a designated employee of the Corporation.
Section 6.09. Assistants. The Assistant Secretary and Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may prescribe or as the President may delegate to them.
ARTICLE VII
Corporate Books and Records
Except as otherwise
provided by the laws of the State of
ARTICLE VIII
Execution of Checks and Contracts
Section 8.01. Execution of Checks. Every check for the payment of money of the Corporation, and every promissory note of the Corporation, shall, unless otherwise ordered by the Board of Directors or required by law, be signed by two members of the Board of Directors of the Corporation. In the event that all members of the Board of Directors shall be unavailable to sign checks, the Community Manager and Assistant Community Manager may sign them.
Section 8.02. Execution of Contracts. Every contract (in addition to those mentioned above, in these By-Laws) to which the Corporation shall be a party, shall be executed in its name by its President or a Vice President and attested by the Secretary or an Assistant Secretary, and the Secretary or an Assistant Secretary may, when appropriate, affix the seal of the Corporation thereto.
ARTICLE IV
Amendments
Section 9.01. Amendments. The power to add to alter, amend, or repeal (wholly or in part) these By-Laws is vested in the Board of Directors. The affirmative vote of not less than a majority of the entire number of directors at the time and at a meeting called for the purpose of considering the proposed change(s) to these By-Laws shall be necessary to effect any such change.
By: ________________________________________
John Manda, President
Attest: __________________________
Kathleen Guy, Secretary