ARTICLE ONE
NAME AND LOCATION
The name of the corporation is EASTRIDGE MEADOWS HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the “Association”. The principal office of the corporation shall be initially located at 1400 South Outer Road, Suite C, Blue Springs, Missouri 64015, but meetings of members and directors may be held at such places within the State of Missouri, as may be designated by the Board of Directors.
ARTICLE TWO
DEFINITIONS
Section 1. “Association” shall mean and refer to Eastridge Meadows Homeowners Association, Inc., its successors and assigns.
Section 2. “Common Area” shall mean all real property (including improvements thereto) owned by the Association, if any, for the common use and enjoyment of the members of the Association.
Section 3. “Declarant” shall mean and refer to Lake Ridge Development Co., its successors and assigns.
Section 4. “Lot” shall mean and refer to any separately numbered plot of land shown upon any recorded subdivision map of any phase of Eastridge Meadows subdivision thereto, except the Common Area.
Section 5. “Member” shall mean and refer to every person or entity who holds membership in the Association pursuant to the Declaration.
Section 6. “Mortgage” shall mean a conventional mortgage or a deed of trust.
Section 7. “Mortgagee” shall mean a holder of a conventional mortgage or a beneficiary under or holder of a deed of trust.
Section 8. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot or other land which is a part of the Property and which is subject to this Declaration, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 9. “Property” shall mean and refer to that certain real property currently subject to, and any subsequent annexations or additions thereto, within the jurisdiction of the Association, and the restrictions of the Declaration.
Section 10. “Supplementary Declaration” shall mean and refer to any declaration of covenants, conditions or restrictions which may be recorded by the Declarant which contain some complementary provisions in relation to the Property or any portion thereof as authorized herein and is reasonably related to the general welfare of the Owners and occupants within the Property or the portion thereof affected by same.
Section 11. “Declaration” shall mean the Declaration of Covenants, Conditions, and Restrictions of EASTRIDGE MEADOWS, dated July 20, 1998 and recorded July 27, 1998, as Document 98 | 58374 in Book I3243 beginning at Page 546 in the office of the Recorder of Deeds for Jackson County, Missouri at Independence, including any amendments, modifications or changes thereto of record.
ARTICLE THREE
ASSOCIATION MEMBERSHIP
Every person who is a record owner of a fee or undivided fee interest in any Lot which is subject to the Declaration and the covenants of record, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one (1) membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to covenants or record and the Declaration. Ownership of such Lot shall be the sole qualification for membership.
ARTICLE FOUR
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of the Organizational Meeting of the Initial Board of Directors, and each subsequent regular annual meeting of the members shall be held during the month to be established by the Board of Directors on a date, and at a time and place as may be specified by the Board of Directors of the Association within the State of Missouri.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitles to vote one-fourth (1/4) of all the votes, said request to be delivered to the President of the Association. Special meetings may be held on a date, and at a time and place, as may be specified by the Board of Directors of the Association within the State of Missouri.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice by first-class mail, postage prepaid, not less than ten (10) days nor more than sixty (60) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting; and, in the case of an annual meeting include notice of the director(s) to be elected and a description of any matter which must by law be approved by the members; and, in the case of a special meeting, a description of the matter or matters for which the meeting is called.
Section 4. Quorum. The presence at the meeting of members entitled to cast or of proxies entitled to cast ten percent (10%) of all votes of all members entitled to cast votes shall consitute a quorum for any action, unless for specific matters a higher or lower quorum is otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member granting the proxy of their Lot.
ARTICLE FIVE
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a board of four (4) directors, who need not be members of the Association.
Section 2. Term of Office. The initial directors of the Association shall be elected and appointed by the Incorporators and shall serve until the first annual meeting of the members. At the first annual meeting of the members, the members shall elect two (2) directors for a term of one (1) year, and two (2) directors for a term of two (2) years, and at each annual meeting thereafter, the members shall elect two (2) directors for a term of two (2) years to replace the directors whose term is expiring.
Section 3. Resignation and Removal. Any director may be removed from the Board, pursuant to and in accordance with Chapter 355 of the Revised Statutes of Missouri, the Nonprofit Corporation Act, or its successor statute. In the event of death, resignation or removal of a director, his successor shall be selected by a majority of the remaining members of the Board even if less than a quorum, and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining written approval and consent of all directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE SIX
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors may be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors at each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for elections to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
Section 2. Election. Election to the board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE SEVEN
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors may be held quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Annual Meetings. An annual meeting of the Board of Directors shall be held immediately after the adjournment of the annual meeting of the members. The Board shall elect the officers of the Corporation for the next year and conduct such other business as shall come before the meeting. Said annual meeting shall constitute and be counted as a Regular Meeting of the Board.
Section 3. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than two (2) days notice to each director of the date, time, place and purpose of the meeting.
Section 4. Quorum. A majority of the number of directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE EIGHT
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have the power to:
(a) Adopt and publish rules and regulations governing the use of the Common Area and facilities, and to establish penalties for the infraction thereof;
(b) Upon not less than fifteen (15) days prior written notice suspend the voting rights and right to use of the common areas of a member during any period in which such member shall be in default in the payment of any assessment levied by the association. Such rights may also be suspended for a period not to exceed sixty (60) days for infraction of published rules and regulations, said member shall be given the opportunity to be heard by the Board at least five (5) days before the effective day of said suspension, and after said hearing the Board may decide that said suspension shall not take place.
(c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
(d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by members who are entitled to one-fourth (1/4) of all the votes;
(b) Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) As more fully provided in the Declaration, to:
(d) Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for issuance of these certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
(e) Procure and maintain adequate casualty, liability and hazard insurance on property owned by the Association, and to procure such other insurance as they shall deem necessary and as required by the Declaration;
(f) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
(g) Cause the Common Area to be maintained.
(h) Do or cause to be done any other acts in furtherance of the Associations and its purposes not in violation of the Articles of Incorporation, these Bylaws, the Declaration or any laws.
ARTICLE NINE
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The Officers of this Association shall be a president, who shall at all times be a member of a Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time appoint.
Section 2. Election of Officers. An election of initial officers shall take place at the organizational meeting of the initial Board of Directors to serve until the first annual meeting of the members and the annual Board of Directors meeting held thereafter. The election of officers subsequent to the initial officers elected at the organizational meetins of the Board of Directors shall take place at the meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The initial officers elected at the organizational meeting of the Board of Directors shall serve until the first annual meeting of the members, unless he or she shall sooner resign, or shall be removed, or otherwise be disqualified to serve. All officers elected subsequent to the initial officers of this Association shall be elected annually by the Board at the annual Board meeting and each shall hold office for one (1) year, unless he or she shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of who shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. the officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The same individual may simultaneously hold more than one office in the corporation, except the offices of President and Treasurer may not be so held.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign with the Treasurer all checks and promissory notes, and carry out such other duties as the Board may direct.
(b) Vice-President. The vice-president, if any, shall act in the place of the president in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties a may be required of him by the Board.
(c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; be responsible for the authentication of records of Association; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall co-sign with the President all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year, if so directed by the Board and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy of each at said meeting.
ARTICLE TEN
COMMITTEES
The Board of Directors of the Association shall appoint a Nominating Committee, as provided by these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE ELEVEN
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost.
ARTICLE TWELVE
ASSESSMENTS
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessment which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or by abandonment of his real estate.
ARTICLE THIRTEEN
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words: EASTRIDGE MEADOWS HOMEOWNERS ASSOCIATION, INC.
ARTICLE FOURTEEN
AMENDMENTS
Section 1. These By-Laws may be amended, as provided by law, but subject to the consent and approval of Declarant required in the Articles of Incorporation of this Corporation.
Section 2. In the case of any conflict between the Articles of Incorporation and by these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE FIFTEEN
MISCELLANEOUS
The fiscal year of the Association shall begin on January 1 and end on December 31 of every year, except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Missouri, we the undersigned, the incorporators of this Association, have executed these By-Laws this 24th day of September 2001.
Signed – James H. Tharp, Incorporator
Signed – Bruce W. Barnhart, Incorporator
Signed – Jeffrey L. Barnhart, Incorporator