1.01: “Association” shall mean and refer to Highland Village Homeowners Association, Inc. , a Non-Profit Corporation, organized and existing under the laws of the State of Oklahoma. A copy of such Articles of which are attached hereto as “Exhibit A” and incorporated herein by reference.
1.02: The “Property” shall mean and refer to the property described in an initially set forth in a certain Declaration of Property Owners Association for Highland Village, recorded in Book _______, Page _______ in the office of the County Clerk of Cleveland County, Oklahoma or any subsequently annexed additions or property.
1.03: All other terms and definitions shall be the same as those set forth in said Declaration of Property Owners Association for Highland Village, applicable and pertaining to the property.
LOCATION OF OFFICE
2.01: The principal office of the Association shall be located at 1800 N. Interstate Dr., Norman, Oklahoma 73072.
3.01: Membership. Membership in the Association shall be held and maintained as provided in Article II of the Declaration and in these By-Laws.
3.02: Obligations of Members. The rights of membership, except voting rights, are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments are imposed against each owner of and becomes a lien upon the unit against which such assessments are made as provided by the Declaration of Property Owners Association to which the property is subject.
3.03: Membership Suspension. The membership rights, except voting rights, of any person may be suspended by action of the Directors during the period when the assessments remain unpaid; but, upon payment of such assessments, such rights and privileges shall be automatically restored.
4.01: Voting. Voting rights of the members shall be exercised in person or by written proxy, in accordance with the provisions of the Articles of Incorporation, the recorded Declaration of Property Owners Association for Highland Village and these By-Laws.
PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT
5.01: Use of common areas. Each member shall be entitled to the use and enjoyment of the Association common areas as described in the recorded Declaration of Property Owners Association for Highland Village, and described therein, subject to the provisions of the Articles of Incorporation, recorded Declaration of Property Owners Association for Highland Village and of these By-Laws.
5.02: Purpose of Association. The purposes for which the Association is formed as hereinabove set forth as well as hereinafter described and shall be governed by the By-Laws, rules and regulations set forth herein or as hereinafter adopted by the Board of Directors of the Association.
MEMBERSHIP MEETINGS AND VOTING
6.01: (a) Membership meetings. A regular meeting of the members shall be held annually by the Association prior to the 10th day of January of each year, commencing with the year 2003, for the purpose of electing a Board of Directors and transacting such other business as may come before the meeting. Notice of such meeting shall be mailed to each member of the Association, at least ten (10) days prior to the time for holding such meeting.
(b) Membership Voting. Except where otherwise prescribed by law or in the Declaration, a special meeting of the members may be called any time by the President or by the Board of Directors or by members of the Association having a total of twenty-five (25) collective Class A and/or Class B Member votes. Notice of each special meeting of the members shall be given. Such notice must state the time and place of the meeting, and the business to be transacted at the meeting. A copy thereof shall be mailed to each member of the Association, at least ten (10) days prior to the time for holding such meeting.
(c) Place of meeting and quorum . All meetings shall be held in Cleveland County. At such meetings, a majority of members represented by Class A and Class B Members voting under the representation of voting rights set forth the Declaration, being present in person or represent by proxy, shall constitute a quorum for all purposes, including the election of Directors, except when otherwise provided by law or the Declaration. In the event any member meeting is called, and a quorum as above mentioned is not present, a second meeting may be called upon a subsequent ten (10) day notice. At such meeting, one half (1/2) of the required parties as above mentioned shall constitute a quorum.
BOARD OF DIRECTORS
7.01: (a) Members of Board of Directors . The Association powers, business and property, both real and personal, shall be exercised, conducted and controlled by a Board of Directors composed of three (3) members. All Directors shall be members of the Association, or a stockholder or Partner in any entity which is a member of the Association. A Director can also act in the capacity of an officer of the Association.
(b) Election of Directors . The Directors shall be elected annually at the regular meeting of the members of the Association, commencing with the year 2003. A simple majority of the votes of Class A and Class B Members shall be necessary for the election of Directors unless, at the first annual meeting, a sufficient majority of votes are not present in person or by proxy to elect such Directors, in which case only one third (1/3) of the Class A and Class B Members voting in person or by proxy may conduct and elect such Directors. The initial Directors shall be Don Wells, Paul Tilley and Gloria Catalani, and they shall hold office until their successors are elected or they otherwise resign or are removed from office. Further, the Architectural Review Committee (ARC) shall continue with the same parties so long as there are unsold lots in the initial or any subsequently annexed additions, unless any of said parties on such committee resign or the Declarant removes them from such position.
(c) Vacancies in the Board of Directors . Vacancies in the Board of Directors shall be filled by the other Directors in office and such persons shall hold office until the election of their successor by the members. Any Director who ceases to be a member or who violates any contract with this Association in particular, shall cease to be a member of the Board as soon as a majority of the Board passes a resolution to such effect.
(d) Regular meeting of Directors . In addition to the special meetings mentioned, a regular meeting of the Board of Directors shall be held in Cleveland County, Oklahoma, at such time and place as the Board may direct, but not less than once a year. Regular meetings of the Directors shall be given to each member at least ten (10) days prior to the time set for the meeting, unless specifically waived, and shall immediately follow the regular annual member meetings.
(e) Special meetings of Directors . A special meeting of the Board of Directors shall be held whenever called by the President or by a majority of the Directors. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing, and signed by the person or persons making the same request. The request must be addressed and delivered to the Secretary, and shall state the time and place of such meeting. Special meetings of the Directors shall be given at least ten (10) days prior to the time set for the meeting, unless specifically waived.
(f) Quorum . Two (2) Board Members shall constitute a quorum of the Board at all meetings and the affirmative vote of at least two Directors shall be necessary to pass any resolution or authorize any act of the Board.
(g) Compensation . No member of the Board of Directors shall receive any compensation for their services as a member of the Board.
7.02: Powers of Directors . The Directors shall have the following powers:
(a) To call special meetings of the members when they deem it necessary, and they shall call a meeting at any time upon the collective written request of at least ten (10) of the members or lot owners of the Association.
(b) To appoint and remove at pleasure, all Officers, Agents and employees of the Association, prescribe their duties, fix their compensation and require from them, if they desire, security for faithful service.
(c) To select one or more banks to act as depository of the funds of the Association and determine the manner of receiving, depositing and disbursing the funds in the form of checks and the person or persons by which they will be signed, with power to change such banks and the person or persons signing said checks and the form thereof at will, provided all withdrawals shall require the signature of not less than two (2) Officers of the Association.
(d) To conduct, manage and control the affairs and business of the Association and to make Rules and Regulations for the guidance of the Officers and management of its affairs.
(e) To control, maintain, manage and improve the common areas within the Addition, and to enforce those certain Owner's Certificate, Dedication and Reservations covering the property contained herein recorded in Book ________, Page ________, Cleveland County records, and for the enforcement of the maintenance, assessment and the collection thereof against all persons and property liable therefore, as specifically provided in the Declarations. Upon any violation by a lot owner of the Declarations, above mentioned Covenants and Restrictions, or this Declaration, the Association shall serve a ten (10) day written notice upon the owner by certified mail advising them of the violation. Upon failure of the property owner to comply within such time period, the Association may proceed with injunctive or other relief as may be allowed by law.
7.03: Duties of Board of Directors . It shall be the duties of the Board of Directors:
(a) To keep a complete record of all its acts and of the proceedings of its meetings, and to present a full statement at the regular meetings of the members, showing in detail the condition of the affairs of the Association.
(b) To determine the maintenance assessment or assessments, to collect the same, as well as enforce by legal proceedings, if necessary, the collection of the same against all persons or property liable therefore.
(c) To control, maintain, manage and improve as determined reasonable and necessary for the preservation and upkeep, as well as the natural protection and convenience of all members of the Association, of the common areas within the addition covered by the Declaration.
(d) To do all other things necessary and incidental to the keeping and carrying out of the purposes, affairs and interest of the Association.
8.01: Election of Officers: The Officers shall be elected annually by the Board of Directors at a regular meeting, immediately following annual member meetings, commencing with the year 2002. The Officers of the Association shall be a President, Vice-President, Secretary-Treasurer. The initial Officers shall be as follows: Don Wells-President; Paul Tilley-Vice President; and Gloria Catalani-Secretary-Treasurer, and shall hold such position until their successors are elected or they otherwise resign or are removed from office.
8.02: The President . If at any time the President shall be unable to act, the Vice-President shall take his place and perform his duties, and if the Vice-President shall be unable to act, the Board shall appoint a Director to do so. The President or such Vice-President shall:
(a) Preside over all meetings of the members and Board of Directors.
(b) Sign, as President, on behalf of the Association, all contracts and instruments which have been first approved by the Board of Directors or the membership of the Association, as may be required by the Declaration and these By-Laws.
(c) Call the Directors together whenever he deems necessary, and shall have, subject to the advice of the Directors, discretion of the affairs of the Association and generally shall discharge other duties as may be required of him by these By-Laws or by the Board.
8.03: Secretary-Treasurer . It shall be the duty of the Secretary-Treasurer:
(a) To keep record of the proceedings of the meetings of the Board of Directors and of the members.
(b) To affix his signature, together with any Association seal, if one is adopted by the Board of Directors, in attestation of all records, contracts, and other papers requiring such seal and/or attestation.
(c) To keep a proper membership book, showing the name and current addresses of each member of the Association, the number of votes of such member, the date of effective membership, cancellation or transfer.
(d) To keep a record of all assessment, the names and addresses of the persons liable therefore, as well as a description of the real property against which constitutes a lien and all payments thereof or made thereon.
(e) To receive and deposit all funds of the Association, to be paid out only on checks drawn hereinbefore provided, and account for all receipts, disbursements and balance on hand.
(f) To furnish a bond in such form and in such amount as the Board of Directors may from time to time require.
(g) To discharge such other duties as pertains to his office or may be prescribed by the Board of Directors.
(h) To mail all notices of meetings as required by the By-Laws.
9.01: These By-Laws may be amended at any regular or special meeting of the members of the Association by a vote of three-fourths (3/4) or seventy-five percent (75%) of the Class A (one vote per lot) and Class B (five votes per lot) members entitled to vote, under the voting rights set forth herein for Class A and Class B Members set forth in the Declaration.
IN WITNESS WHEREOF, the undersigned parties, constituting both the owner of all of Highland Village Addition to the City of Norman, and being all of the initial Directors of Highland Village Homeowners Association, Inc., do herewith approve and adopt the above mentioned By-Laws of said Association, and herewith set our hands the date shown in the hereinafter reflected acknowledgments.
Highland Hills, L.L.C., an
Oklahoma Limited Liability
Don Wells, Director
_________________________ Don Wells, Manager
Paul Tilley, Director
Gloria Catalani, Director
STATE OF OKLAHOMA )
COUNTY OF CLEVELAND )
The foregoing document was acknowledged before me this _______ day of _______________, 2002 by Don Wells, as Manager of Highland Hills, L.L.C., an Oklahoma Limited Liability Company, by and on behalf of said limited liability company, and Don Wells, as Director of Highland Village Homeowners Association, Inc., by and on behalf of said corporation.
My Commission Expires:
STATE OF _______________ )
COUNTY OF ______________ )
The foregoing document was acknowledged before me this _______ day of _______________, 2002 by Paul Tilley, Director of Highland Village Homeowners Association, Inc., by and on behalf of said corporation.
My Commission Expires:
STATE OF _______________ )
COUNTY OF ______________ )
The foregoing document was acknowledged before me this _______ day of _______________, 2002 by Gloria Catalani, Director of Highland Village Homeowners Association, Inc., by and on behalf of said corporation.
My Commission Expires: