AMENDED BY-LAWS OF

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r-\,Exhibit 3)AMENDEDBY-LAWSOFGREENBRIAR CONDOMINIUM UNITOWNEE.S ASSOCIATION

AMENDED BY-LAWS OFGREENBRIAR CONDOMINIUM UNIT OWNERS ASSOCIATIONTABLE OF CONTENTSARTICLE ONEMEMBERSHIP, OFFICES, APPLICABILITY, DEFINITIONS . 11.1Name . 11.2Membership . '. 11.3Office . 11.4Applicability . : . -. 11.5Definitions . " . ' . 1)ARTICLE TWOASSOCIATION: MEETINGS, QUORUM, VOTING, PROXIES . 12.1Place of Meetings . ; . 12.2Annual Meetings . : . .' . 12.3Special Meetings . 22.4Notice ofMeetings . ' . 22.5Waiver of Notice . 22.6Adjournment of Meetings . 22.7Exercise of Membership Privileges . 22.8Majority . 42.9QUorum . 42.10 Action by Association .4j, ARTICLE THREEBOARD OF DIRECTORS: NUMBER, MEETINGS . 43.1Governing Body . 43.2Number of Directors . 43.3Nomination of Directors . 4304Election of Directors . 43.5Term of Office of Directors . -43.6Removal of Directors . ,' . 53.7Vacancies . 53.8Organization Meetings . ; . 53.9Regular Meetings . : . 53.10 Special Meetings . 53.11 Notice; Waiver of Notice . 53.12 Quorum of Board . 53.13 Conduct of Meetings . 53.14 Compensation . " . 63.15 Open Meetings; Executive Session . 6

-3.163.173.18Executive Committee . 6Consent to Corporate Action . 6Conflict of Interest . ". 6ARTICLE FOURPOWERS AND DUTIES OF THE BOARD .4.1Authority .4.2Administrative Powers and Duties .4.3Notice and Opportunity to be Heard .4.4Board Standards .66789ARTICLE FIVEOFFICERS . -. . 105.1Designation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.2Election, Term of Office and Vacancies . 105.3Removal and Vacancies . " . 105.4Powers and Duties . 10 "5.5Resignation . . ". -105.6Agreements, Contracts, Deeds, Leases, Checks . ; . 105.7Certification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.8Compensation . 11)ARTICLE SIXINSURANCE; DAMAGE OR DESTRUCTION . 116.1Property Insurance . . 116.2Liability Insurance . ". 116.3Other Provisions . ; . 126.4Fidelity Insurance . -. 126.5Owner Policies . . -. . 126.6Workers' Compensation Insurance . 136.7Directors' and Officers' Liability Insurance . 13-6.8Other Insurance . . . 136.9Reconstruction . .- . 136.10 Plans . -. -. 136.11 Insurance Proceeds . 136.12 -Termination . ". 146.13 Certificates by the Board . , . 146.14 Certificates by Attorneys . 14ARTICLE SEVENMISCELLANEOUS . ". 147.1Fiscal Year . . 147.2Parliamentary Rules . 1411

7.37.47.57.67.7Books and Records . Notices .Amendment .Financial Review .Applicability .)1111415151515

AMENDED BY-LAWSofGREENBRIAR CONDOMINIUM UNIT OWNERS ASSOCIATION(a condominium unit owners' association)ARTICLE ONEMEMBERSHIP, OFFICES, APPLICABILITY, DEFINITIONS1.1Name. The name of the Association shall be the Greenbriar Condominiuin UnitOwners Association ("Association") formerly known as GTeenbriar Condominiums CondominiumAssociation, which shall be deemed to be the unit owners' association pursuant to the UniformCondo um Act of. the State of issouri ("Act"), and the "Restatement of Gr enbri IV /J lz2GCondomlillum DeclaratIOn of CondomIillum" as recorded onJUt" 2.'l , 2005!in Book., Pageof the Recorder of Deeds, St. Louis County, Missouri, as may be amended("Declaration"), and which shall be organized as a nonprofit corporation under Chapter 355, Mo.Rev. Stat., the Nonprofit Corporation Act of the State of Missouri (''NPCA''). -\)1.2Membership. The Members ofthe Association shall consist ofthe Unit Owners ofthe Condominium in accordance with their allocated interests as provided in the Declaration. Themembership of each Owner shall terminate when he ceases to be an Owner, and upon the sale,transfer or other disposition of his ownership interest, his membership in the Association shallautomatically be transferred to the new Owner succeeding to such ownership interest.1.3Office. The principal office of the Association shall be located within theCondominium or the City of Kirkwood, as determined by the Board.1.4Applicability. The provisions of these By-Laws are applicable to· all of theCondominium subj ected to the Act and Declaration and to use and occupancy thereof.1.5Definitions. The definition ofwords and terms contained in the Act and Declarationshall apply to these By-Laws.ARTICLE TWOASSOCIATION: MEETINGS, QUORUM, VOTING, PROXIES2.1'Place of Meetings. Meetings of the Association shall be held at the principal officeof the Association or to such other convenient location as may be designated by the Board.2.2Annual Meetings. TlieanmialJ:Iieeting ofthe Association shaH be hdd in flie month ofSeptember: At such meeting, the Directors shall be elected by the Members as provided in ArticleThree. The Members may transact other business at such meetings as may properly come beforethem.1

( - '\2.3Special Meetings. Special meetings ofthe Association may be called by the Board. or upon a petition signed by at least twenty percent (20%) of the total votes ofthe Association. Thenotice of any special meeting shall state the date, time, and place of such meeting and the purposethereof No business shall be transacted at a special meeting except as stated in the notice.2.4Notice of Meetings. The President, Secretary or other officer specified in theBy-Laws shall mail or cause to be delivered to each Member, at his Unit address, a notice of eachannual or special meeting ofthe Association stating the purpose and the time and place where it isto be held. - The mailing or delivering of a notice of meeting in the mar;mer provided in this Sectionshall be considered service of notice. Notices shall be served not less than fourteen (14) nor morethan thirty (30) days before a meeting.2.5Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemedthe equivalent of proper notice. Any Member may waive notice in writing, either before or after themeeting. Attendance at a meeting by a Member shall be deemed waiver by such Member of noticeof the time, date, and place thereof, unless such Member specifically obj ects to lack of proper noticeat the time the meeting is called to order. Attendance at a special meeting also shall be deemedwaiver of notice of all business transacted at such meeting unless an objection on the basis of lackof proper notice is raised before the business is put to a vote.2.6Adjournment of Meetings. If any meeting of the Association cannot be heldbecause a quorum is not present, the Board shall reschedule the meeting. At the rescheduledmeeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted.2.7Exercise of Membership Privileges. The privileges of Association membershipcontained in the Declaration shall be limited to Members in Good Standing and shall be exercisedas provided herein.(a)Designated MembeI: Any Member which is a trust, corporation, partnershipor limited liability company, or any other artificial entity that is not a natural person, shall providea notice in writing to the Board identifying the representative of such Member, to be known as the"Designated Member," who shall be authorized to cast the Member's vote allocated to each Unitowned by such Member and to be a candidate for election to serve on the Board (provided that noMember shall be entitled to more than one Designated Member to serve on the Board at the sametime). The official records ofthe Recorder ofDeeds, St. Louis County, Missouri, shall be conclusivein determining a Member's ownership of a Unit.Tenants. IftheMemberleaseshisUnitto aIlotherperson{"Tenant"), it shall(b)be presumed that the Member has transferred his right to use the Common Elements, and anyLimited Common Elements appurtenant to the Unit, to the Tenant, unless the Member provideswritten notice to the Board to the contrary. In nbeyerttshalLaMeniber transfer to a Tenant the ")Me11lber'sriglit to v6teandto se:rve on tne Board, or the dllty aIJ,ctobligCition topayaE sessmellt§, 2.

fines, or any other charges or fees imposed pursuant to the Declaratio .)(c)Voting. The voting rights of the Members shall be as set forth in theDeclaration and as follows:(1)Multiple Owners of a Unit shall be deemed to be one (1) Member ofthe Association, and shall collectively be entitled to one vote.(2)If only one of several Owners of a Unit is present at a meeting of the. Association, that Owner is entitled to cast the vote allocated to that Unit. If more than one of theOwners are present, the vote allocated to that Unit may be cast only in accordance with theagreement of a maj ority in interest ofthe multiple Owners. There is a majority agreement if anyoneofthe Owners casts the vote allocated to the Unit without protest being made promptly to the personpresiding over the meeting by any of the other Owners of the Unit. In the event of such protest, thevote allocated to that Unit shall not be counted.(3)If an Owner of a Unit is a trust, corporation, partnership, limitedliability company or artificial entity other than a natural person, only the Designated Member, asprovided in subsection (a) of this Section, shall be entitled to cast the vote allocated to such Unit.The person presiding over the meeting may require reasonable evidence that the person who iscasting such vote is qualified to do so as the Designated Member.(4)Votes may be cast pursuant to a written proxy specifying the Unit forwhich it is given, duly executed by the Member of said Unit, and filed with the Secretary of theAssociation prior to the meeting for which it is to be effective. The proxy holder shall be anotherMember in Good Standing, officer of the Board, or the managing agent. Unless otherwisespecifically provided in the proxy, a proxy shall be presumed to cover all votes which the Membergiving such proxy is entitled to cast, and in the event of any conflict between two or more proxiespurporting to cover the same voting rights, the later dated proxy shall prevail, or if dated as of thesame date, both shall be deemed invalid. A "directed proxy" may be used, containing instructionswhich shall bind the holder as to the casting ofthe vote. A proxy is void if it is not dated or purportsto be revocable without notice. Every proxy shall be revocable and shall automatically cease upon(a) conveyance of any Unit for which it was given, (b) receipt by the Secretary of a written noticeof revocation of the proxy or of the death or judicially declared incompetence of a Member who isa natural person, or (c) eleven (11) months from the date of the proxy, unless a. shorter period isspecified in the proxy.(5)·No vote allocated to a Unit owned by the Association may be cast.(6)The Unitof any Member who is not a Member in Good Standing isnot eligible for voting purposes, and shall not be counted in determining whether a quorum is presentat any meeting.lJ3

'\I(7)The Declarant, as· owner of any Unit, shall be entitled to allyptinKrights for each such Unit provided that it is a Member in Good Standing.,2.8Majority. As used in these By-Laws, the term "Majority" shall mean those votes,'Members, or other group as the context may indicate totaling more than fifty percent (50%) of thetotal eligible number.2.9Quorum. Thepresence at the beginning of any duly called meeting, in person orby 'pr():xy,oLMembers holding twenty percent (20%) of the votes in the Association shall constitute aquorum at all meetings of the Association. Only the Units of Members in Good Standing shall becounted in determining the presence of a quorum. Any provision in the Declaration concerningquorums is specifically incorporated herein.t;" Lfi" , lc(;;,2;10 . . Actionby Ass()ciation . the Asso iation rriay'takeaction bythe affirm.atlvevote-o:f)amaioritYofthe MeITlb rs in G od· Standing present at a meetmg (mperson or by proxy)atwhicha quorum ispreseht, Unless a different percentage is expresslyprovidedb)rthe Act or Documents for pecific actions.ARTICLE THREEBOARD OF DIRECTORS: NUMBER, MEETINGS3.1Governing Body. The affairs ofthe Association shall be governed by a Board ofDirectors ("Board"). The i ectotsshall be qualified as providedfutheAct and Declaration.Number of Directors. The Boatdshal1 consfst ofthree(3) Dii-ectorsas provided in3.2Section 6.2 of the Declaration. The number of Directors maybe changed by amendment of theseBy Laws, provided that the number shall not be less than three (3).3.3Nomination of Directors. A Nominating Committee, consisting of Members otherthan Directors, may be appointed by the Board to solicit nominations for election to the Board fromthe Members. If appointed, the NolIlinating COiriri:iifteeshallbe'QlganizedatIeasisixty (65)days'-; befote fhi-eleCtion meetillg, and may make as :many nominations for election to the Board ash shalldetelmine in its discretion. Nominations may also be made from the floor at the election. Astatement of qualifications for each candidate shall be provided to the Members prior to the election. 3.4Election of Directors. FollQwing the Period ofDeciarantControl, theDifeCt(jfsshali \be·elected at the a11nual meeting ofthe Association. 3.5. Term of Office of Directors. Directors elected by the ·Members after the Period ofDf::Clarant Control shall each have three (3) year terms, which shall be staggered so that the terms ofapproximately one-third of the Directors shall expire each year, and shall hold office until theirrespective successors have been elected (or appointed if a vacancy is filled under Section 3.7).\")4

3.6Removal of Directors. Except for any Director appointed by the Declarant, at anyregular or special meeting ofthe Association duly called, anyone or more ofthe Directors maybewith or without cause, by a vote of Members in Good Standing having two-thirds (2/3rds) . of the votes in the Association, and a successor may then and there be elected to fill the vacancy thuscreated. Any Director who has three (3) unexcused absences from Board meetings within one (1)year or who is delinquent in the payment of an assessment installment for more than thirty (30) daysmaybe removed by a majority vote ofthe Board at a meeting at which a quorum is.present, and theBoard may appoint a successor to fill the vacancy for the remainder o the term. removed,3.7Vacancies. In the event of the death, disability, or resignation of a Director, theBoard may declare a vacancy and appoint a successor to fill the vacancy until the next annualmeeting, at which time the Members shall elect a successor for the remainder of the term.Org.anization Meetings. Tli fi.rstme 1:ingof.the-DITeaors f611Qwmg each T tiQfisha!!1Je-ll lc[within ten (1 O}days therea:fter at such time and place as shall be fixed by the Board.3.83.9Regular Meetings. Regular monthly meetings ofthe Board may be held at such timeand place as shall be determined from time to time by a majority of the Directors. Directors mayparticipate in a meeting of the Board by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can hear each other, andparticipation pursuant to this Section shall constitute presence in person at such meeting.3.10Special Meetings. Special meetings ofthe Board shall be held when called by noticeby the President or by a majority of the Board specifYing the time and place ofthe meeting and thenature of any special business to be considered.3.11Notice; Waiver of Notice. Notices ofBoard meetings shall be given to each Director, by personal delivery, mail, email, or by such other means reasonably expected to commupjcate such. notice promptly, shall specify the time and place ofthe meeting and, in the case of a special meeting,the nature of any special business to be conducted. The transactions of any meeting of the Boardshall be as valid as though taken at a meeting duly held after regular c(ill and notice if (a) a quo,rumis present, and (b) either before or after the meeting each ofthe DirectOrS not present signs a writtenwaiver of notice, a consent to holding the meeting, or an approval ofthe minutes.3.12 Quorum of Board. A majority of the Directors, presenr atthebeginnirig of anY- .:Board meeti:ng · shall constitute a quorum for the transaction of business, and the votes of a maj orityofthe Directors present at a meeting at which a quorum is present shall constitute the decision oftheBoard.3.13Conduct of Meetings. The President shall preside over all meetings of the Board,and the Secretary shall keep a minute book of Board meetings, recording all Board resolutions andtransactions and proceedings occurring at such meetings.5,

(\3.14 Compensation. NQDirectbr-shall receive any C bmp ens ati6n for acting is lich ADirector shall be entitled to reimbursement for actual and reasonable expenses incurred on behalfof the Association upon Board approval. . Nothing h

AMENDED BY-LAWS of GREENBRIAR CONDOMINIUM UNIT OWNERS ASSOCIATION (a condominium unit owners' association) ARTICLE ONE MEMBERSHIP, OFFICES, APPLICABILITY, DEFINITIONS 1.1 Name. The name of the Association shall be the Greenbriar Condominiuin Unit Owners Association ("Association") formerly known as GTeenbriar Condominiums Condominium

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