STRATFORD OF AVON HOMEOWNERS' ASSOCIATION

 

BY–LAWS

 

ARTICLE I

NAME AND LOCATION

 

Section 1 – Name

The name of the Corporation shall be the Stratford of Avon Homeowners' Association, Inc., hereinafter referred to as the Corporation.  This Corporation shall be bound by both these By–Laws and the Declarations of Covenants and Restrictions for Stratford of Avon Subdivision, Hendricks County ("Covenants") on file in the Office of the Recorder of Hendricks County.  The Covenants shall prevail in any conflict between these By–Laws and the Covenants.  The Corporation shall be organized as a not for profit corporation according to the laws of the State of Indiana.

 

Section 2 – Location

The principal office of the Corporation shall be located at the principal office of the current Registered Agent of the Corporation as reflected in the records of the Indiana Secretary of State.

 

 

ARTICLE II

FISCAL YEAR

 

The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June next succeeding.

 

 

ARTICLE III

MEMBERSHIP

 

Section 1 – Eligibility

Owners of lots in Stratford of Avon, Sections 1, 2, 3, 4, 5, 6, 7, and 8 are mandatory members of the Corporation.

 

Section 2 – Privileges

Each lot shall constitute one member ("Member").  Each Member in good standing (as defined in Section 4 below) shall be entitled to one vote.

 

Section 3 – Termination of Membership

Membership in the Corporation shall terminate when the property owner sells the property situated in one of the abovementioned sections..

 

Section 4 – Member in Good Standing

A Member of the Corporation shall be considered to be in good standing if all assessments, fees, and penalties, if any, owed to the Corporation by the Member for the current and all previous fiscal years have been paid at the time the determination of standing is made.

 

 

ARTICLE IV

ANNUAL ASSESSMENT

 

Section 1 – Purpose

The assessments of the Corporation shall be used to pursue the objectives of the Corporation as outlined in the Articles of Incorporation and in the Covenants.

 

 

Section 2 – Amount

The amount of annual assessments, and any changes thereto, shall be as provided in the Covenants.

 

 

ARTICLE V

MEMBERSHIP MEETINGS

 

Section 1 – Annual Meeting

The Annual Meeting of the Corporation shall be held on the third Thursday of July.  Thirty (30) days notice will be given to the Members.  In the event that the third Thursday of July is not an acceptable date, the Board may delay the meeting for up to two (2) weeks.  Notice to Members must still be given thirty (30) days prior to the third Thursday of July.  An agenda for the Annual Meeting must be sent to the Members at least Ten (10) days prior to the meeting.  Only items appearing on the agenda may be voted on at the Annual Meeting.

 

Section 2 – Special Meetings

Special Meetings of the membership may be called by the Board of Directors when it deems it to be in the best interests of the Corporation.  Special meetings may also be called at the written request of at least ten (10) Members of the Corporation who are in good standing.  Ten (10) days notice of a special meeting shall be given to Members.

 

Section 3 – Quorum

A quorum for the transaction of business at any annual or special meeting shall consist of Twenty–five (25) Members in good standing present or represented by proxies unless otherwise specified in the Covenants.

 

 

Section 4 – Voting

The voting procedures as outlined in Article VIII of the By–Laws shall prevail for annual and special meetings unless otherwise specified in the Covenants.

 

 

ARTICLE VI

BOARD OF DIRECTORS

 

Section 1 – Number, Qualifications, and Term of Office

The Board of Directors shall consist of the officers of the Corporation plus Nine (9) elected directors, each of whom shall serve for two years or until his/her successor has been elected and qualified.  Directors may succeed themselves.  Directors assume responsibilities upon election.  One director shall be elected from each section, except Section One, which shall have two directors.  Directors from Sections 1, 3, 5 and 7 shall be elected in odd–numbered years.  Directors from Sections 2, 4, 6 and 8 shall be elected in even–numbered years.

 

Directors must be members in good standing.  No director shall receive a salary for services performed as a member of the Board of Directors.  With Board approval, directors may be compensated for reasonable expenses incurred while so acting.

 

Section 2 – Vacancies

Any vacancy of a Director's position occurring on the Board of Directors caused by death, resignation or otherwise, shall be filled for the remainder of the term of office by a vote of the Members from the affected Section.  Election shall be by a majority vote.  If a majority vote is not attained, the vacancy may be filled for the remainder of the term of office by a majority vote of the remaining members of the Board of Directors, choosing from among the candidates who were running.

 

Section 3 – Quorum

A quorum of the Board of Directors shall consist of Seven (7) members present; provided, however, that if the Board shall consist of fewer than nine (9) members (by reason of a vacancy), a quorum shall consist of a simple majority of the Members then in office.

 

Section 4 – Meetings

Meetings of the Board of Directors shall be held quarterly.  Other meetings of the Board of Directors may be called by the President at any time, or on the request of three Board members.  All meetings of the Board of Directors shall be open to the membership of the Corporation.  Board business shall not be conducted by telephone.  All meetings of the Board of Directors shall be held in Washington Township of Hendricks County.

 

Section 5 – Powers and Responsibilities

The Board of Directors shall have full power, authority, and responsibility for the management of the property and affairs of the Corporation, and may take whatever action necessary to carry out the purposes and aims of the Corporation as stated in the Articles of Incorporation and the Covenants.  The Board of Directors shall approve and define the duties of all necessary committees and committee chairmen.  The Board shall appoint a committee of no more than three members to review the financial records at least annually.

 

Section 6 – Removal

Any director maybe removed from the Board of Directors by a vote of the Members of the affected section.  Removal shall be by a majority vote.

 

A showing that the director engaged in fraudulent or dishonest conduct, gross abuse of authority or discretion, or a crime involving moral turpitude shall be considered grounds for the directors dismissal.  Similarly, failure to maintain status as a member in good standing, or three consecutive absences from Board meetings, or a total of five absences from Board meetings in any twelve–month period shall be considered reasonable grounds for the director's dismissal.  Such action may be taken at the Annual or a Special Meeting of the Members in accordance with this article.

 

 

ARTICLE VII

OFFICERS

 

Section 1 – Number, Election, and Term of Office

The officers of the Corporation shall be a President, a Vice–President, a Secretary, and a Treasurer.  All officers shall be elected for terms of two years by the general membership at the Annual Meeting and shall take office immediately.  The President and Secretary shall be elected in even–numbered years.  The Vice–President and Treasurer shall be elected in odd–numbered years.

 

Officers must be members in good standing.  No officer shall receive a salary for services performed as an officer of the Corporation.  With Board approval, officers may be compensated for reasonable expenses incurred while so acting.

 

Section 2 – President

The President shall, when present, preside at all meetings of the Corporation and of the Board of Directors.  The President shall be, ex officio, a member of all committees except the Nominating Committee.  The President shall have such usual powers of supervision and management as may pertain to the office of the President and perform such duties as may be designated by the Board.

 

 

Section 3 – Vice–President

The Vice–President shall, in the absence of the President, possess all the powers and perform all the duties of that office.  The Vice–President shall perform such other duties as the President and the Board of Directors may assign.

 

Section 4 – Secretary

The Secretary shall keep a list or record of all Members of the Corporation, shall prepare all official correspondence; and shall record the minutes of all meetings.  The Secretary shall also perform such other functions as may be incident to the office, including but not limited to direct responsibility of overseeing publication of the quarterly newsletter.

 

Section 5 – Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation.  The Treasurer shall deposit the funds at such banks or depositories as the Board of Directors may designate.  The Treasurer shall submit a financial report to the membership at the Annual Meeting, and, in general, perform all duties incident to the office.  The Treasurer will provide a financial report at each regular Board Meeting.  Checks issued by the Corporation shall contain the signature of the Treasurer and one other officer.

 

Section 6 – Vacancies

Any vacancy of an officer's position caused by death, resignation or otherwise, shall be filled for the remainder of the term of office by a vote of the Members from all Sections.  Election shall be by majority vote.  If a majority vote is not attained, the vacancy may be filled for the remainder of the term of office by a majority vote of the remaining members of the Board, choosing from among the candidates who were running.  If the President's office is vacated, the Vice–President shall automatically assume the office of the President and the office of the Vice–President shall be filled for the remainder of the term of that office.

 

Section 7 – Removal

Any officer may be removed from office by a vote of all the Members.  Removal shall be by a majority vote.  A showing that the officer engaged in fraudulent or dishonest conduct, gross abuse of authority or discretion, or a crime involving moral turpitude shall be considered grounds for dismissal.  Similarly, failure to maintain status as a member in good standing, or three consecutive absences from Board meetings, or a total of five absences from Board meetings in any twelve–month period shall be considered reasonable grounds for the officer's dismissal.  Such action may be taken at the Annual or a Special Meeting of the Members in accordance with this article.

 

 

ARTICLE VIII

NOMINATIONS AND ELECTIONS

 

Section 1 – Nominations

At least Ninety (90) days prior to the Annual Meeting, the Vice–President shall appoint a Nominating Committee consisting of the Vice–President and two Members in good standing.  The Committee shall prepare a slate of candidates to replace retiring officers and directors.  Members may place themselves in nomination for office by written notice delivered to the Nominating Committee at least Forty–five (45) days prior to the Annual Meeting.  The report of the Nominating Committee shall be sent to all Members of the Corporation at least Ten (10) days prior to the Annual Meeting.  Nominations shall not be taken from the floor at the Annual Meeting.

 

Section 2 – Election of Officers and Directors

The election shall be by written ballot Members in good standing may cast one ballot per household.  A Member in good standing will be issued a ballot coded for the Member's section.  A Member may only vote for a director in the Member's section.  An officer or director shall be elected by a majority vote.  If a majority vote of the members is not attained, the election shall be decided by a run–off election between the two (2) candidates with the highest numbers of votes.  If the runoff election is not decisive, the election will, be decided by a majority vote of the remaining members of the Board of Directors, choosing from the two (2) candidates who were running.

 

Section 3 – Absentee Voting

Votes may be cast by absentee ballot if sealed and submitted to the Secretary prior to the counting of the votes at the Annual Meeting

Votes on any matter and at any member meeting may be cast by proxy.  Said proxy may be entrusted to either another Member in good standing or the Secretary for execution.  Proxies entrusted to the Secretary must be sealed and delivered to the Secretary prior to the counting of the votes.  Proxies entrusted to another Member must be presented to the Secretary for verification at the meeting the vote is to be taken.  The proxy shall list the name and address of the absentee voter and directions for the casting of the vote.

 

Section 4 – Absentee Landlords

In the event that the owner of a property (Member) is temporarily residing elsewhere and has rented his property to a person (or persons) in physical residence thereon, said Absentee Member may give to his Tenant a proxy, conditioned as the Member may choose, to act in the stead of the Absentee Member.  Provided, However, that all authorized assessments are fully paid on behalf of said property.  Said proxy must be presented to the Secretary for verification at the meeting the vote is to be taken.

 

 

ARTICLE IX

AMENDMENT TO BY–LAWS

 

Amendments to the By–Laws may be proposed by the Board of Directors, or by Members of the Corporation upon petition signed by at least Twenty–five (25) Members in good standing, and submitted to the Secretary at least Ten (10) days in advance of any special meeting called for that purpose or the Annual Meeting.  Passage of any amendment so proposed shall be by majority vote, but provided that at least Sixty (60) Members in good standing shall cast votes on the amendment

 

 

ARTICLE X

INDEMNIFICATION

 

The Corporation shall indemnify the officers and directors, and agents thereof, in accordance with the indemnification provisions of Indiana's Nonprofit Corporations Act, I.C.  23–17–1–1 et.  seq.

 

 

ARTICLE XI

GENERAL PROVISIONS

 

Section 1 – Parliamentary Authority

Robert's Rules of Order shall be followed in all meetings of the Board and the Association.

 

Section 2 – Employees

The Association shall have no employees.

 

 

 

 

 

Amended 2/12/97