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ARTICLE I – MEETINGS OF MEMBERS
Section 1. Regularly Scheduled Meetings
Regularly scheduled meetings shall be held in October, January and April.
Section 2. Special Meetings
Special meetings may be called by the President when requested by the majority of the Board of Directors. Notification of these meetings shall be made in the manner decided upon by the Board of Directors, to all members of the corporation with the time, place, date and reasons for the special meeting contained in the notice. Notices shall be preferentially being sent electronically via email or equivalent media.
Section 3. Notice of Meetings
Written notice of the dates, times and place of the three regularly scheduled general membership meetings shall be delivered either personally or by mail to each household in Turtle Creek on or before September 30 of each fiscal year. No other written notice is required.
At the written request of one-fifth (1/5) of the membership, the President shall call a meeting within fifteen (15) days of the date of receipt of the written notice.
Section 4. Voting
The maximum voting members per household shall be one (1). There will be NO proxy votes. Dues must be paid in full to exercise voting rights.
ARTICLE II – BOARD OF DIRECTORS
Section 1. Number and Tenure
The number of directors shall be seven (7), the four (4) officers and three (3) directors. Each elected member of the board of directors will be chosen for one (1) years terms and must be a resident homeowner of Turtle Creek Homeowners’ Association.
Section 2. Meetings of the Board of Directors
The meetings of the Board of Directors shall take place on the second Tuesday of October, January and April the time and place as agreed to by the members of the Board. Board Members shall be notified by the President or his designee not less than three (3) days prior to the date set for the meeting.
Section 3. Quorum and Manner of Acting
Four (4) members of the Board of Directors present at the meeting shall constitute a quorum for the transaction of business. The Board shall act by majority vote of the Directors present and constituting a quorum. Any action, which may be taken at a meeting of the Board of Directors, may also be taken by the written consent signed by all the Directors and filed in the minutes of the Board
Section 3. Vacancy
Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors at the next regularly scheduled meeting of the membership.
Section 5. Removal
Any Director may be removed at any time by the affirmative vote of the majority of those present, qualified to vote, and voting at any general meeting of the members, provided fifteen (15) days notice is given of such proposed action.
ARTICLES III – Officers
Section 1. Officers
The officers of the corporation shall be elected annually at the annual meeting of the membership of the corporation held on the second Tuesday of October.
Section 2. Term of Office
No officer may hold any one office for more than two (2) successive years if opposed. Unlimited terms may be held if the position is uncontested.
Section 3. Duties
The duties of the officer shall be as follows:
President – The President shall be the Chief Executive Officer of the corporation. He shall preside at all the general and special meetings of the corporation and at the meetings of the Board of Directors. He shall appoint and/or remove special committees and perform other such duties as specified herein.
Vice President – The Vice President shall preside at all meetings and fulfill all the functions of the President whenever the President is absent for any reason. He shall perform any special duties as the President may direct.
Secretary – The Secretary shall keep all corporation records and minutes and have charge of all corporation correspondence. The Secretary shall also maintain the official corporation roster.
Treasurer – The Treasurer shall receive, have custody of, and disburse all funds for the corporation. He must also keep accurate records of all corporation financial transactions. Such records shall be audited at the end of each fiscal year by a committee appointed by the President. He shall pay out funds only in such a manner as authorized by the Board of Directors. The Treasurer shall maintain a deposit account only in a bank approved by the Board of Directors. All checks issued by the Treasurer shall be countersigned by the President, Vice-President or Secretary. The Treasurer shall notify each member of dues owed.
Section 4. Power of the Board of Directors
In the case of the absence of any officer of the corporation, or for any reason that the Board of Directors deems sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of any officer to any other officer.
Section 5. removal
Any officer may be removed at any general meeting of the membership of the corporation by a two-thirds (2/3) vote of the members present and qualified to vote at the meeting, providing prior written notice is given to the membership that such action is contemplated not less than ten (10) days before the meeting.
ARTICLE IV – Election of Directors and Officers
Section 1. Time, Place and Details of Election
Directors and officers shall be elected every year in the month of October. Voting in all elections for the directors and officers shall be by secret ballot. Directors and officers shall be elected by majority vote of the members present qualified to vote, with a runoff of the top two (2) candidates in the case of no one getting a clear majority.
Section 2. Nominations and Manner of Election
The manner of nomination and election of directors and officers shall be as follows:
A. The Board of Directors may appoint from among the active members of the corporation a nominating committee, which shall nominate one (1) or more candidates for the position(s) be be filled in the election. The report of the nominating committee shall be filed with the Board not less than twenty-one(21) days prior to the date of the elections and the names of the persons nominated by the nominating committee shall appear on the ballot, with designation as to the source of the nomination.
B. Any members of the corporation eligible to be a candidate may secure a place on the ballot by written seconded nomination to the Secretary of the corporation not more than sixty (60) days nor less than twenty-one (21) days prior to the election.
C. The Secretary shall furnish all members a list of the candidates for all officers and a designation of the number to be elected to each position at least seven (7) days prior to the election.
D. Additional names may be placed in nomination from the floor by the general membership at the annual meeting prior to voting .
ARTICLES V – Dues
Annual dues shall be $50.00 per household. Payment of such dues shall constitute membership in good standing. Dues are payable at the beginning of each fiscal year. Dues will be prorated only on a six (6) months basis, and only for those members who have joined the corporation during the last six (6) months of the fiscal year. There will be NO REFUND of dues for any reason whatsoever. The fiscal year will begin on October 1 and end the following September 30.
ARTICLES VI -Resignation
Any member of the organization intending to resign from the organization must give written notice of his/her intention to the Secretary of the corporation.
ARTICLES VII – Committees
Section 1. Standing Committees
Standing Committees, as defined by the Board of Directors, will be appointed by the President.
Section 2. Special Committees
Special Committees may be appointed by the President.
ARTICLES VIII – Funds
All monies and property of this corporation must be used for the benefit of this corporation as provided for in these By-Laws. All expenditures and appropriations must be authorized by a majority of the Board of Directors.
All checks, drafts, and notes of the corporation shall be signed by the Treasurer and countersigned b the President, Vice-President, or Secretary.
The Board of Directors shall designate the bank to be used for the deposit of funds of this corporation.
Before any expense is incurred by this corporation, it must be approved by the Board of Directors.
An audit committee, consisting of at least four (4) members of the general membership qualified to vote and a chairman, shall be appointed by the President, with the approval of the Board of Directors, at least thirty (30) days prior to the date of the annual election meeting. This committee shall audit the books of the corporation and prepare a detailed report. This report shall be delivered to all members at least one (1) week prior to the annual election meeting.
Spot audits of the corporation’s books may be authorized at any time, by a majority of the Board of Directors or by a majority of the membership present and voting at any regular or special meeting.
No member of this corporation shall ever be held liable or responsible for any contracts, debts or obligations of this corporation, nor shall any informality in organization have the effect of rendering these By-Laws null, or of exposing the members to any individual liability.
ARTICLE IX – Amendments
Quorum shall be 10 members present at any meeting.
A two-thirds (2/3) vote of the members present at any meeting of the corporation may amend these By-Laws. Notices for such meeting must be delivered to all members at least ten (10) days in advance of the meeting and contain the proposed amendment to be acted upon at the meeting. Use of electronic delivery of proposed amendments will be acceptable. (Note-only those who are in good standing are allowed to vote.)
ARTICLE X – Copies of By-Laws
A copy of the By-Laws shall be furnished to each member of the corporation. The Secretary shall have a copy present at all meetings and shall hold in his or her possession any extra copies.
ARTICLE XI – Rules of Order
Robert Rules of Order shall govern the proceedings of all meetings of the corporation and its constituent parts, except as provided in these By-Laws.
ADOPTED BY THE MEMBERS OF THIS CORPORATION APRIL 1994 AND AMENDED THE 8TH DAY OF OCTOBER 1996, THE 12TH DAY OF JANUARY 1999 and October 5, 2010.
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