Bylaws Of Elkhorn Ranch Homeowners' Association, Inc.

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BYLAWS OF ELKHORN RANCH HOMEOWNERS’ ASSOCIATION, INC. This document establishes the bylaws under which the Elkhorn Ranch Homeowners’ Association shall be governed ARTICLE I GOVERNANCE Section 1. Elkhorn Ranch Homeowners’ Association The Elkhorn Ranch Homeowners’ Association, Inc. (the “Association”) is a non-profit corporation responsible for managing the business affairs of the Elkhorn Ranch Estates neighborhood located in Rathdrum, Idaho. Members include the property owners of record of the Elkhorn Ranch Estates subdivision, the property owners of record of the North McKenzie Ridge subdivision, and other property owners of record bound to the Association through legally documented protective covenants and/or connected to the Association’s private water system. Membership in the Association shall be appurtenant to and may not be separated from the fee ownership of a member lot. Ownership of a member lot shall be the sole qualification for membership in the Association. Lots qualifying a member for membership are as defined in the Articles of Incorporation. All record owners of title of a member lot shall be deemed “members” of the Association and allowed to attend all meetings of the Association's Board of Directors. The Association was formed in April 2004 through the Articles of Incorporation of Elkhorn Ranch Homeowners’ Association, Inc. Section 2. Board of Directors The business and affairs of the Association shall be managed and controlled by a Board of Directors consisting of three Association members elected by the Association’s membership. Each of the three Board of Directors officers serves a two-year term or until his/her successor is elected. The Board of Directors shall not receive any salary or other remuneration from the Association. The Board of Directors shall have the power and duty to manage and conduct the business of the Association, to control the property of the Association and to exercise all of the corporate powers of the Association. The authority of the Board of Directors is derived from, and set forth in, the following documents of corporate governance: (1) The Articles of Incorporation of Elkhorn Ranch Homeowners’ Association, Inc. (and any lawfully adopted amendments thereto); and (2) The Bylaws of Elkhorn Ranch Homeowners’ Association, Inc. (and any lawfully adopted amendments thereto). In the event a conflict arises between the Association’s Articles and the Association’s Bylaws, then the dispute shall be resolved by first consulting the Articles of Incorporation, and lastly the Bylaws. The Bylaws shall govern in resolving a dispute unless the matter is resolved by the Articles. Elkhorn Ranch HOA Bylaws – Amended April 2021 1

Section 3. Treasurer The Board of Directors shall designate a Treasurer to receive and safely keep all monies belonging to the Association and to keep an accurate record thereof in proper books belonging to the Association. This may be a paid position, funded by the Association, if authorized by the Board of Directors. Section 4. Secretary The Board of Directors shall designate a Secretary for the Association to document the proceedings at all Association meetings. The Secretary may be a member volunteer or may be a paid position, funded by the Association, if authorized by the Board of Directors. Alternatively, the Treasurer and Secretary positions may be combined and held by a single Treasurer/Secretary. Section 5. Other Positions The Board of Directors shall designate a qualified Water Manager to manage the daily operation and maintenance of the Association’s private water system. Other officers, agents, or employees, as the Board of Directors may determine may be elected by the Board of Directors upon such terms and conditions and with such powers and duties as the Board of Directors may by resolution prescribe. The Board of Directors may choose to pay for any or all of these additional positions. ARTICLE II ELECTIONS Section 1. Candidates for Election Candidates from the Association membership are eligible for serving on the Board of Directors. At least 30 days prior to the election, the Secretary shall notify the Association’s members of the upcoming election and solicit candidates for the Board of Directors, providing a description of the desired qualifications, responsibilities, and duties of Board members. The Board of Directors may recommend candidates for nomination. Any association member may be placed in nomination upon a motion and seconding by any other member. Section 2. Election and Term of Office Board of Directors elections will be held during scheduled quarterly Board of Directors meetings. The Association shall provide notification of elections to Association members at least thirty (30) days prior to the meeting. Notification will be provided through either regular mail or email using members’ last known contact information. Additionally, meeting notices may be posted on the Association’s website, if available. All Association members are encouraged to attend the meeting and participate in the vote. Members are entitled to one vote per lot. Those members not able to attend the meeting may request a proxy from the Association’s Secretary, thereby providing another member with the ability to vote in his/her absence. An election may be for all three Board of Directors positions, or alternatively may be only for one or two positions in order to stagger the two-year terms for the Board of Directors. If, for any reason, a vacancy in the Board of Directors should occur, the remaining two officers shall elect the third member of the Board of Directors from the Association’s membership to serve the remainder of the existing term. Elkhorn Ranch HOA Bylaws – Amended April 2021 2

Section 3. Board of Directors Positions Following each Board of Directors election, the three officers shall discuss and agree on the three positions (titles) for the officers: President, Vice-President, and Director. Each position has the same voting power within the Board of Directors but the President shall act as the Chief Executive Officer for the Association with contractual signature authority for the Association. Section 4. Removal of Officers from the Board of Directors Any member of the Board of Directors may be removed from the Board of Directors by a majority vote from the Association’s membership (majority of all homeowners, with one vote per lot). ARTICLE III DUTIES Section 1. President (Board of Directors) The President shall be the chief executive officer of the Association. It shall be his or her duty to preside at all Board of Directors meetings and at all meetings of the members of the Association; to appoint all committees unless it shall be otherwise ordered by the Board of Directors; to sign all deeds and contracts in writing which may be entered into by the Association; and to make a full report upon the business and affairs of the Association to the Board of Directors. The President shall also perform all other duties usually incident to the office of president of an Association, or which may be delegated to him or her by the Board of Directors. Section 2. Vice-President (Board of Directors) The Vice-President shall be vested with all the powers and shall perform all the duties of the President in his or her absence and such other duties that may be delegated to him or her by the Board of Directors. Section 3. Director (Board of Directors) The Director shall have the same responsibilities as the Vice-President, not including the authority to act on the President’s behalf when the President is absent. Section 4. Treasurer It shall be the duty of the Treasurer to receive and safely keep all monies belonging to the Association and to keep an accurate record thereof in proper books belonging to the Association and to make all required reports to the Internal Revenue Service. All monies belonging to the Association shall, as soon as received, be deposited by the Treasurer in such bank or banks as may be designated for that purpose by the Board of Directors, and no monies so deposited shall be withdrawn from such bank or banks, or disbursed except by checks signed by either the Association’s President or Vice-President. Detailed records of all disbursements shall likewise be kept by the Treasurer in proper books belonging to the Association. The Treasurer may be required by the Board of Directors to furnish a bond, in such amount as the Board of Directors may by resolution prescribe, to ensure proper accounting of all funds belonging to the Association that may come into his or her hands. The amount of such bond may be increased or decreased by the Board of Directors as in their judgment may be desirable. If a surety bond should be furnished by the Treasurer, the premiums thereon shall be paid from the Association treasury. Elkhorn Ranch HOA Bylaws – Amended April 2021 3

Section 5. Secretary The Secretary shall serve as the clerk of the Board of Directors and of all standing committees. He or she shall attend all quarterly meetings of the Board of Directors and may attend all meetings of any and all standing committees, and all meetings of the members of the Association, and shall keep a record of the proceedings of all such meetings. He or she shall give due notice of all regular meetings of the members of the Association. The Secretary shall have custody of the books, seal (if applicable), and documents of the Association, and shall perform such other duties as pertain to the office of secretary or as may be assigned to him or her from time to time by the Board of Directors. The Secretary shall also be responsible for maintaining a current list of all members’ names and addresses which shall be available for inspection by the members of the Association solely for purposes which are unrelated to the solicitation of private business. Section 6. Water Manager The Board of Directors shall designate a qualified Water Manager to manage the daily operation and maintenance of the Association’s private water system. The duties and responsibilities of the Water Manager shall be documented in a contractual agreement between the Water Manager and the Association. ARTICLE IV BOARD OF DIRECTORS MEETINGS Section 1. Board of Directors Meetings Board of Directors meetings shall be held on a quarterly basis as determined by the Board of Directors. These meetings shall be held either in person at a local venue or virtually using available online video/teleconferencing applications. These quarterly meetings will address ongoing Association issues/activities, elections, financial status, rate changes, and other topics of interest to the Association. In addition to the quarterly meetings, special meetings may be scheduled to address specific topics. For a special meeting to be called, at least two of the three Board of Directors must request the meeting. The Secretary shall schedule the special meeting within seven (7) days of request from the Board of Directors officers. All Association members are welcome to attend both the quarterly and special meetings. Section 2. Notice of Meetings At least seven (7) days prior to a quarterly or special meeting, members of the Association shall be notified of the meeting’s time, location, and purpose. Notification will be provided through either regular mail or email using members’ last known contact information. Additionally, meeting notices may be posted on the Association’s website, if available Section 3. Quorum Two or more of the Association’s three Board of Directors officers must be in attendance at a quarterly or special meeting to constitute a quorum for the transaction of any and all business. An officer who is unable to attend may provide a written proxy to those officers in attendance at the meeting who may then vote such proxies and may also vote to determine if a quorum is present. Elkhorn Ranch HOA Bylaws – Amended April 2021 4

Section 4. Order of Business The order of business at all meetings of the Board of Directors and at all meetings of the members of the Association shall be as follows: (1) Call the meeting to order by the President of the Board of Directors. (2) Disposition of the minutes of the preceding meeting by the Secretary (3) Reports: Treasurer, Board of Directors, Secretary, Water Manager (4) Unfinished business. (5) New business. Discussion of any new topics presented by an Association officer or member. (6) Election of members of the Board of Directors (as needed). (7) Adjournment. Any business not readily assignable to any of said headings shall be disposed of in such order as the President may deem proper. Except as herein otherwise provided, all meetings of the Board of Directors and members of the Association shall be conducted in accordance with “Roberts Rules of Order.” Section 5. Approval of Actions Any Association action under consideration by the Board of Directors is considered approved when two or more of the Board of Directors members vote in favor of the action. An action that is required and permitted to be taken by the Board of Directors or the committee under these Bylaws may be taken without a meeting, only if the action is both clearly defined and approved in writing (email) and a resolution is adopted authorizing the action. The action will be included in the minutes of the next regular quarterly meeting. ARTICLE V WATER SYSTEM Section 1. Authority A private domestic water system installed throughout the neighborhood provides metered drinking water service to Association members. Ownership of that water system was transferred and conveyed to the Association through the following documents: (1) Agreement for Transfer and Conveyance of Private Water System, and (2) Quitclaim Deed As stated in the transfer and conveyance agreement, the water system is owned, operated, and maintained by the Association subject to stated terms and conditions. The Association’s Board of Directors, with authority to manage and control the business and affairs of the Association, has the authority to manage and control the business and affairs of the Association’s water system. Elkhorn Ranch HOA Bylaws – Amended April 2021 5

Section 2. Rules, Regulations, and Rates Operations and maintenance of the system shall be overseen by a qualified Water Manager who also provides guidance and recommendations to the Board of Directors. The Board of Directors must approve all expenditures associated with the operations and maintenance of the system. The Board of Directors shall have full power and authority to prescribe Association member rules and regulations aimed at ensuring the safety of the drinking water and viability of the water system, including enforcement of all Idaho Department of Environmental Quality (DEQ) rules and regulations for drinking water systems. The Board of Directors shall establish the rate structure for water usage by Association members, and shall periodically review the rate structure, and revise as necessary, to ensure that prudent financial reserves are established and maintained. The Board of Directors may authorize the Water Manager to disconnect an Association member’s water service for non-payment or for non-compliance with Association water system rules and regulations that potentially puts the water system at risk. ARTICLE VI MISCELLANEOUS Section 1. Committees The Board of Directors may establish committees from time to time to address specific affairs of the Association. Each of these committees shall have such duties and shall exercise such powers as may from time to time be prescribed by the Board of Directors. Association members may be asked to participate in these committees when appropriate. Section 2. Fiscal Year Auditing Committee The Association’s fiscal year shall end on the 31st day of December of each year, and as soon as convenient thereafter, a thorough audit of all transactions of the Treasurer and of all books and accounts of any and all other officers of the Association who have had the handling of any monies belonging to the Association, shall be made by an auditing committee which shall consist of one or more members of the Association. Such auditing committee members shall be appointed by the President, with the approval of a majority of the Board of Directors. Such audit, or audits, shall be reduced to writing and delivered to the President of the Association and shall be made available at any time for inspection by the officers of the Board of Directors Section 3. Amendment of Bylaws These Association bylaws may be amended by a vote of two-thirds (2/3) of the membership of the Board of Directors at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for that purpose, if notice of the proposed amendment is given in the notice calling the meeting. These bylaws may also be amended by a two-thirds (2/3) vote of all the Association’s members, either voting in person or by proxy at any quarterly meeting of the members of the Association or at any special meeting of the members called for that purpose. Provided, however, that no amendment shall be effective unless notice of the proposed amendment was given in the notice calling the meeting. Elkhorn Ranch HOA Bylaws – Amended April 2021 6

The Elkhorn Ranch Homeowners' Association, Inc. (the "Association") is a non-profit corporation responsible for managing the business affairs of the Elkhorn Ranch Estates neighborhood located in Rathdrum, Idaho. Members include the property owners of record of the Elkhorn Ranch Estates

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