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Below are the By Laws of our Neighborhood Association
Bylaws
of (Amended October 16, 2001) Table of Contents Article
III Meeting of the Members
Article
IV Board of Trustees: Selection: Terms of Office
Article
V Nomination and Election of Trustees
Article
VI Meeting of the Trustees
Article
VII Powers and Duties of the Board of Trustees
Article
VIII Officers and Their Duties
The name of the corporation is Gander Road Association, which is also called Gander Road Homeowner’s Association, herein-after referred to as the “Association”. The principal office of the corporation shall be located at Dayton, Montgomery County, Ohio, but meetings of members and directors may be held at such places within the State of Ohio, County of Montgomery, as may be designated by the Board of Trustees. Section 1. “Association” shall mean and refer to Gander Road Association, or Gander Road Homeowner’s Association, it’s successors and assigns. Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. “Common Area” shall mean all real property owned by the Association for the common use an enjoyment of the Owners. Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area. Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the Properties, including the contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. “Declarant” shall mean and referred to Ryan Homes, Inc., it successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development. Section 7. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Recorder of Montgomery County, Ohio. Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration. Section 1. Annual Meeting. Regular annual meetings of the Members Shall be held during the third full week in September at the hour of 7:30 o’clock, P.M., the exact date to be established by the Board of Trustees at the July monthly meeting of the Trustees, with due notice being provided to the members at least thirty (30) days in advance of said annual meeting. Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Trustees, or upon written request of the members who are entitled to vote for one-fourth (1/4) of all of the votes of the membership. 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 inserting such notice in the official publication regularly distributed by the Association and delivering such publication containing the notice to each member residing on the property within the jurisdiction of the Association, at least 15 days, prior to such meeting. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting the purpose of the meeting. Section 4. Quorum. The presence of the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By Laws. If, however such quorum shall not be present or represented at any meeting of members entitled to vote thereat shall have power to adjourn 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. Absentee Voting. At all meeting of members, each member shall vote in person or by absentee ballot. All absentee ballots shall be in writing and filed with the Secretary. Section 1. Number. The affairs of this Association shall be managed by a Board of nine (9) Trustees. Section 2. Term of Office. At the first annual meeting the member shall elect three Trustees for term of one year, three Trustees for term of two years, and three Trustees for a term of three years; and at each annual meeting thereafter the member shall elect three Trustees for a term of three years. Section 3. Removal. Any Trustee may be removed from the Board, by a majority vote of the Board of Trustees or by majority vote of the members of the Association. In the event of death, resignation or removal of a Trustee, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Section 4. Compensation. No Trustee shall receive compensation for any service he may render to the Association. However, any Trustee may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5. Action Taken Without a Meeting. The Trustee shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Trustees. Any action so approved shall have the same effect as though taken at a meeting of the Trustees. Section 1. Nomination. Nomination for election to the Board of Trustees shall 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 Trustees, and two other members of the Association. The Nominating Committee shall be appointed by the Board of Trustees prior to 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 appointed shall be announced at each annual meeting. The Nominating Committee shall make his many nominations for election to the Board of Trustees as it shall in its discretion determined, but not less than number of vacancies that are to be filled. Such nominations may be made from among members or non-members. Section 2. Election. Election of the Board of Trustees 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. Section 1. Regular Meetings. Regular meetings of Board of Trustees shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Section 2. Special Meetings. Special meetings of the Board of Trustees shall be held when called by the President of the Association, or by any two Trustees, after not less than three (3) days notice to each Trustee. Section 3. Quorum. A majority of the number of Trustees shall constitute a quorum for the transaction of business. Every act or decision done or made by majority of the Trustees present at a duly held meeting at which a quorum is present shall be regarded as an act of the Board. Section 1. Powers. The Board of Trustees shall have the power to: (a) adopt and publish rules and regulations governing the use of Common Area and Facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof. (b) suspend the voting rights and right to use of the recreational facilities 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 after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations; (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 Trustees to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Trustees; 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 Board of Trustees 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 one-fourth (1/4) of the members who are entitled to vote; (b) supervise all officers, agents and employees of this Association , and see that their duties are properly performed; (c) as more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period; (2) send written notices of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) file and record the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring in action at Law against the owner personally obligated to pay the same. (d) issue, or 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 certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) cause all officers or employees having fiscal responsibilities to be bonded, or as it may deem appropriate; (g) cause the Common Area to be maintained. Section 1. Enumeration of Offices. The officers of this Association shall be president and vice-president, who shall at all times be members of the Board of Trustees, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Trustees following each annual meeting of the members. Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resigned, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may select other officers as the affairs of the Association may require, each of whom 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 by the Board. Any officer may resign at any time given written notice to Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or it 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 such vacancy shall serve for the remainder of the term of the officer he replaces. Section 7. Multiple Offices. The offices of Secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant and to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: President(a) the president shall preside at all meetings of the Board of Trustees; 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 all checks and promissory notes. Vice-President(b) the vice-president shall act in the place instead of the president in the event of his (presidents) absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. Secretary(c) the secretary shall record the votes and keep the minutes of all meetings in proceedings of the Board and of the members; keep the corporate seal of the Association and fix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the names of members of the Association together with their addresses, and shall perform such other duties as required by the Board. Treasurer(d) the treasurer shall receive and deposit appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution the Board of directors; shall sign all checks and promissory notes of the Association ; keep proper books of account; cause an annual audit of Association books be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at it’s regular annual meeting, and deliver a copy of each to the members. The Association shall appoint an Architectural Control Committee, as provided in the Declaration , and a Nominating Committee, as provided by these By Laws. In addition, the Board of Trustees shall appoint other committees as deemed appropriate in carrying out its purpose. 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 reasonable cost. As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments 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 found delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of the delinquency at the rate of six (6) percent 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 non-use of the Common Area or abandonment of his lot. The Association shall have a seal in circular form. Section 1. These By Laws may be amended, at a regular or special meeting of the members, by a vote of the majority of a quorum of members present in person or by absentee ballot. Section 2. In the case of any conflict between the Articles of Incorporation in 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. The fiscal year of the Association shall begin on the first day of October and end on the 30th day of September of every year, except that the first fiscal year shall begin on the date of incorporation. The corporation shall, and does hereby, indemnify any person who served for serves as a Trustee or officer, against any and all losses, liabilities, damages, and expenses, including attorney fees, judgments, fines, and amounts paid in settlement, incurred by such person, in connection with any claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the corporation, by reason of any act or omission to act as such Trustee or officer to the full extent permitted by Ohio Law including, without limitation, the provisions of Section 1702.12 of the Ohio Revised Code. The indemnification provided by this Article XV shall not be deemed the exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles of Incorporation, these By Laws or any agreement, vote of members or disinterested Trustees, or otherwise both as to action in such persons official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. Note:
Article XV approved by vote of the membership at the September 1986
annual meeting. IN WITNESS WHEREOF, we, being all of the Trustees of the GANDER ROAD ASSOCIATION, have hereunto set our hands, to these amended By Laws, this 14th day of February 2002.
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