A. ELECTION AND TERM OF OFFICE.
At the first meeting of the membership and at each annual meeting of the membership thereafter, Directors shall be elected. The initial terms of the Directors shall be fixed at the time of their election. The term of one Director shall be fixed at one (1) year, the term of one Director shall be fixed at two (2) years; and the term of one Director shall be fixed at three (3) years. At the expiration of the original term of office of each respective member of the Board of Directors, a successor shall be elected to serve for a term of three (3) years. The members of the Board of Directors shall hold office until their respective successors shall have been elected by the Association.
Following appointment of the first Board, vacancies in the Board of Directors by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association. In no event shall this provision be construed to limit or prevent the Developer from exercising his functions, duties powers, abilities and privileges as specified by the Declaration.
At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a majority of the owners, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. Should any Member of the Board cease to be an Owner of a lot, such Member's term of office shall automatically terminate.
The first meeting of a newly elected Board of Directors following the annual meeting of the membership shall be held within ten (10) days after said annual meeting, at such place as shall be fixed by the Board at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, providing a majority of the Board shall be present.
Regular meetings of the Board of Directors may be held at Such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one such meeting shall be held semiannually. Notice of regular meetings of the Board of Directors shall be given to each Director, either personally or by mail or by telephone, at least seven (7) days prior to the date named for such meeting.
Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given either personally or by telephone, which shall state the time, place and purpose of such meeting. Special meetings of the Board of Directors shall be called by the President or the Secretary, in the manner set forth in the preceding paragraph, on the written request of two Directors.
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 to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place of such meeting. 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.
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 shall be the acts of the Board of Directors. The majority of those present may adjourn the meeting from time to time to be reconvened within a thirty (30) day period and any business which might have been transacted at the meeting as originally called may be transacted without further notice.
No Director shall receive any compensation for acting as a member of the Board of Directors.
C. POWERS AND DUTIES.
The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and as provided by law and may do all acts and things as are not by these Bylaws directed to be done and exercised exclusively by the members. The Board shall have the power to adopt rules and regulations deemed necessary and to impose sanctions for violation thereof, including, without limitation, fines which may be collected as provided in the Declaration for assessments. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to, and be responsible for, the following in way of explanation but not limitation:
Preparation and adoption of an annual budget, in which there shall be established the contribution of each unit owner to the common expenses.
Making assessments to defray the common expenses, establishing the means and methods of collecting such assessments. Unless otherwise determined by the Board of Directors, the annual assessment against the proportionate share of the common expenses shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month for said month
Providing for the operation, care, upkeep, maintenance of the Area of Common Responsibility.
Designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association property, the Area of Common Responsibility and, where appropriate, providing for the compensation of such personnel and for the purpose of equipment, supplies, and material to be used by such personnel in the performance of their duties.
Collecting the assessments, depositing the proceeds thereof in the bank depository which it shall approve, and using the proceeds to administer the Association.
Making and amending rules and regulations.
Opening of bank accounts on behalf of the Association and designating the signatories required.
Making, or contracting for the making of, repairs, additions, and improvements to, or alterations of, the Area of Common Responsibility and/or Residential Units in accordance with other provisions of the Declaration and these Bylaws, after damage or destruction.
Enforcing the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and prosecuting and defending any proceedings which may be instituted on behalf of or against the Owners concerning the Association.
Obtaining and carrying insurance against liabilities, as provided in the Declaration, and paying the premium cost thereof.
Paying the cost of all services rendered to the Association or its members and not chargeable to Owners.
Keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the unit owners and mortgagees, their duly authorized agents, accountants, or attorneys, during general business hours on working days at the times and in the manner that shall be set and announced by the Board of Directors for the general knowledge of the unit owners. All books and records shall be kept in accordance with generally accepted accounting practices.
2. CAPITAL BUDGET AND CONTRIBUTION.
The Board of Directors shall annually prepare a capital budget, The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The capital contribution required shall be fixed by the Board and included within the budget and assessment as provided in Section 4 of this Article. A copy of the capital budget shall be distributed to each member upon receipt by the Board of a written request therefore.
3. SPECIAL ASSESSMENTS.
If the assessment proves inadequate for any year, the Board may at any time levy a special assessment against all owners; provided, however, that prior to becoming effective, any special assessment shall be approved by the affirmative vote of two-thirds (2/3) of those present, in person or by proxy; at a special of annual meeting of the members, notice of which shall specify that purpose.
4. NOTICE OF MEETINGS.
Written notice of any meeting called for the purpose of taking any action authorized under Section 4 of Section 5 of this Article shall be sent to all members not less than twenty-one (21) days in advance of the meeting.
5. EFFECT OF NONPAYMENT OF ASSESSMENTS.
A notice of an annual assessment shall be sent to all members in January of each year. Payment shall be due in full within ninety days (90) following the due date of January 31. If the assessment is not paid within the 90 days, a lien as herein provided for shall attach and the Board of Directors shall Record in the office of the Recorder of Deeds at Camden County, Missouri a Notice of Lien in form to be approved by the Board. The lien provided for in this Article shall be in favor of the Association and shall be for the benefit of all other Members. No Member may waive or otherwise escape liability for the assessments provided for herein, including by way of illustration but not limitation, abandonment of his or her Lot. In addition to the aforementioned if the assessed member becomes delinquent the account will be charged interest at the rate of one and one/half percent per month for each and every month shall be added to the delinquent assessment until the amount is paid in full. If after a reasonable amount of time, the assessments and interests are not paid, the Association, may, as the Board shall determine, institute suit to collect such amounts, Each member, by his or her acceptance of a deed to a lot, vests in the Association or its agents the right and power to bring all actions against him or her personally for the collection of such charges as a debt.
The Board of Directors shall have the power to borrow money for the purpose of repair or restoration of the Area of Common Responsibility without the approval of the members of the Association; provided, however, that the Board shall obtain membership approval in the same manner as for Special assessments in the event that the proposed borrowing is for the purpose of modifying, improving, or adding amenities, and the total amount of such borrowing exceeds or would exceed outstanding debt at any one time.
The mission or failure of the Association or any member to enforce the Covenants, conditions, restrictions, easements, uses, limitations, obligations or other provisions of the Declaration or By-Laws, or any rules and regulations adopted pursuant thereto, shall not constitute or be deemed a waiver, modification or release thereof, and the board of Directors, or the Managing Agent, if any, shall have the right to enforce the same thereafter.