(Rewritten March 19, 2015)
ARTICLE 1 – NAME
The name of this Corporation shall be the Bradford Place Homeowners’ Association, and shall herein be referred to as “BPHOA”.
ARTICLE 2 – PURPOSE
The BPHOA is organized for the purpose of administering, enforcing, and managing the covenants and restrictions and common ground owned by the Corporation, to collect assessments and fees and to disburse said assessments and fees for the benefit of the subdivision.
ARTICLE 3 – BOARD OF DIRECTORS
Section 3.1. The business and affairs of the Corporation shall be controlled and governed by the Board of Directors.
Section 3.2. The number of the members of the Board of Directors shall be at least seven (7). The members of the Board shall be President, Vice President, Secretary, Treasurer, Architectural Review Chairman, and two (2) Members-at-Large, and such other officers as may be elected in accordance with these bylaws. The officers of the Board shall be elected at the annual meeting when their term has expired or the position is open. Unexpired terms shall be filled in accordance with Section 3.7. The length of term served by the Board of Directors is three (3) years and each term shall be staggered as adopted by the Board.
Section 3.3. The Board of Directors shall hold an annual meeting each year; to be held between October 1 and November 30. Special Meeting(s), if needed, may be called by the Board. The Board will select the time and place for the Annual or Special Meeting(s).
Section 3.4. The President shall call all meetings of the Board of Directors by giving notice of the date, time, place, and purpose of such meeting to all Directors at least two (2) days in advance of such meeting. Special meeting(s) where a vote is taken by the general membership may be called by a majority of the Board members in possession of a petition signed by one member from each lot of at least twenty (20) lot owners. The Board may meet with the assent of all members of the Board except the President when the President is unavailable or no President exists.
Section 3.5. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 3.6. Board members shall not receive any salaries for their services on the Board, but members of the Board shall not be precluded from serving the Corporation in any other capacity and receiving reasonable compensation.
Section 3.7. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Any candidate must be nominated by any Board member to be considered.
ARTICLE 4 – OFFICERS
Section 4.1. The officers of the Corporation shall be as defined in Section 3.2. One person may not hold more than one position.
Section 4.2. The board members of the Corporation shall be elected annually by the homeowners at the annual meeting. Each officer shall hold office until the end of elected board member term.
Section 4.3. President. The President shall preside at all meetings of the Board of Directors. The President, or any proper officer of the Corporation authorized by the Board of Directors may sign any deeds, mortgages, bonds, contracts, or other instruments. The President shall perform all duties as may be prescribed by the Board of Directors from time to time.
Section 4.4. Vice President. The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.
Section 4.5. Secretary. The Secretary shall keep the minutes of the meetings of the Annual Meeting(s), Special Meeting(s) and board meetings as called by the Board of Directors. The minutes shall be recorded in one or more books provided for that purpose. The secretary shall ensure all notices are given in accordance with the provisions of these Bylaws; be custodian of the Board of Directors records and the seal of the Corporation and see that the seal of the corporation is duly authorized in accordance with the provision of these Bylaws; and in general perform all such duties as may from time to time be assigned by the Board of Directors.
Section 4.6. Architectural Review Chairman. The Architectural Review Chairman shall oversee and review all plans submitted by home owners, pursuant to the BPHOA Covenants and Restrictions, for all construction of new housing additions, and other improvements more specifically referred to in the Covenants and Restrictions. The Architectural Review Chair shall be responsible for enforcing the Covenants and Restrictions as they apply to the design, construction and installation of the additions and improvements.
Section 4.7. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipt for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all of the duties incident to the Office of Treasurer such as collection of assessments, and application of liens and others as may from time to time be assigned by the Board of Directors.
ARTICLE 5 – BOOKS AND RECORDS
The Corporation shall keep at the principal office of the Corporation correct and complete books and records of account; minutes of the proceedings of all meetings held; and a register of the names and addresses of the members of the Board of Directors and of contributors to the Corporation. All books and records of the Corporation may be inspected by any members of the Board of Directors or agent or attorney thereof for any proper purpose at any reasonable time.
ARTICLE 6 – MEMBERSHIP
The Corporation membership shall be comprised of the fee owners of the lots within the boundaries of the Bradford Place Subdivision.
Section 6.1. Offices. The principal business office of the Corporation shall be at the home address of the President of Corporation; the Corporation may also have offices at such other place as the Corporation may require.
Section 6.2. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
Section 6.3. Restrictions on Activities. Notwithstanding any other provisions of these Bylaws, no member of the Board of Directors, officer, employee, agent, or any other representative of the Corporation shall take any action to carry on any activity by or on behalf of the Corporation not permitted to be taken by an organization exempt under Section 501 © (3) of the Internal Revenue Code, as it now exists or may hereafter be amended, or any corresponding section of any future tax code.
Section 6.4. Dissolution. In the event of dissolution of the Corporation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation, as the Board shall determine in such manner as required by Section 501 ©(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with Chapter 355 of the revised Statutes of Missouri or its successor.
ARTICLE 7 – INDEMNIFICATION OF OFFICERS AND DIRECTORS
No officer of the Director of the Corporation shall be personally liable to the Corporation for monetary damages for or arising out of breach of fiduciary duty as an officer or Director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or Director to the extent that such liability is imposed by applicable law (i) for a breach of a Director’s duty of loyalty to Corporation or its member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer or Director derived an improper personal benefit.
The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or Director of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation; and further provided that any compromise or settlement payment shall be approved by the Corporation. However, this section shall not limit and shall be controlled by the indemnification powers expressly authorized under the Chapter governing not-for-profit corporations of the Revised Statutes of Missouri or its successor.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of an officer or Director entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
This Article constitutes a contract between Corporation and the indemnified officers and Directors. No amendment or repeal of the provisions of this Article which adversely affects the right an indemnified officer or Director under this Article shall apply to such officer with respect to those acts or omission which occurred at any time prior to such amendment or repeal.
ARTICLE 8 – AMENDMENTS TO BYLAWS
These bylaws may be amended upon a simple majority vote of the entire Board or by a simple majority vote at a general membership meeting of the lot owners in attendance.