By-Laws
WEOA BY-LAWS
BY-LAWS
OF
WOODLAND ESTATES OWNER'S ASSOCIATION INC
ARTICLE I OFFICES:
The principal offices of the Corporation in the State of Utah shall be located in Salt Lake City, Utah. The Corporation may have such other offices, either within or without the State of Utah, as the Governing Board may designate or as the business of the Corporation may from time to time require.
ARTICLE II MEMBERS:
Section 1 - Eligibility. Every person acquiring legal or equitable title to any lot in the recreational development located in Wasatch County, State of Utah, known as Woodland Estates Plat "B" and Plat "3", shall become a member of this Corporation and shall be entitled to one (1) share of stock in this Corporation for each lot for which legal or equitable title is acquired. Each lot owner shall continue as a Member during the period in which he/she retains title to any lot in the Woodland Estate recreational development. Transfer of title to a lot shall automatically transfer the share of stock in this Corporation appurtenant to such lot to the transferee or transferees.
Section 2 - Annual Meeting. The annual meeting of the members shall be held on the second Thursday of September of each year. The semi-annual meeting of the members shall be held on the second Thursday of March of each year. Elections for members of the Governing Board shall be held at the annual meeting in September. If for any reason, the Annual Meeting shall not be held on the day herein before designated, such meeting may be called and held as a Special Meeting, and the same proceedings may be had thereat as at an Annual Meeting; provided, however that the notice of such meeting shall be the same as herein required for the Annual Meeting, namely, not less than ten (10) days notice.
Section 3 - Special Meetings. Special Meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, by any three (3) or more members of the Governing Board, or by Members having the right to cast one-third (1/3) of the votes entitled to be cast at such meeting.
Section 4 - Place of Meeting. The Governing Board may designate any place, either within or without the State of Utah, as the place Of meeting for any Annual or Semi-Annual Meeting or for any Special Meeting called by the Governing Board. A waiver of Notice, signed by all members entitled to vote at a meeting, may designate any place, either within or without the State of Utah, as the place for holding such meeting. If no designation is made or if a Special Meeting is otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Utah.
Section 5 - Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, and in case of a Special Meeting the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty(30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary or the officer or persons calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the stock transfer books of the Corporation, with postage prepaid. Provided, however, a Waiver of Notice, in signed by all of the Members, shall be the equivalent to the giving of such notice.
Section 6 - Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of Members a complete list of Members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any Member at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting. The Original stock transfer book shall be prima facie evidence as to who are the Members entitled to examine such list or transfer books or to vote at any meeting of Members.
Section 7 - Quorum. The Members present in person or by proxy shall constitute a quorum at any meeting of the Members. The vote of a majority of the Members present or represented by proxy at a meeting at which a quorum was initially present shall be necessary for the adoption of any matter voted on by the Members.
Section 8 - Proxies. At all meetings of Members, a Member may vote by Proxy executed in writing by the Member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 9 - Voting Shares. Each outstanding share entitled to vote shall be entitled to one (l) vote upon each matter submitted to a vote at a meeting of Members, the number of shares held by each Member will be determined as set forth in Section I of this Article
Section 10 - Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-Laws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by its, either in person or by proxy, without a transfer of such shares into its name. Shares standing in the name of a may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by it without a transfer of such shares into its name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by, or under the control of a receiver, may be voted by such receiver without the transfer thereof into his/her name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A Member whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and hereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to the Corporation or held by it in a fiduciary capacity, shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.
Section 11 - Informal Action by Members. Any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in setting forth the action so taken, shall be signed by all Members entitled to vote with respect to the subject matter thereof.
Section 12 - Order of Business at Annual Meeting. The order of business at the annual meeting of Members shall be as follows:
a. Roll Call
b. Reading of notice and proof of mailing
c. Report of President
d. Report of Secretary
e. Report of Treasurer
f. Election of members of Governing Board ("Trustees")
g. Report of committees
h. Transaction of other business mentioned in the notice of meeting
i. Transaction of any other business properly brought before the meeting provided, that in the absence of any objection, the presiding officer shall have the discretion to vary the order of business.
Section 13 - Waiver of Notice. Notice of the time, place and purpose of any meeting of the Members may be waived by telegram, radiogram, cablegram, or other writing, either before or after such meeting has been held.
ARTICLE III
GOVERNING BOARD
Section 1 - Number and Term of Trustees. The business, property and affairs of this Corporation shall be managed by a Governing board composed of eight (8) persons (hereinafter sometimes collectively referred to as "Trustees" and individually as "Trustee"). Trustees must be members of the Corporation. At the first Annual Meeting, one-half (1/2) of the Trustees shall be elected to serve for two (2) year terms and one-half (1/2) of the Trustees shall be elected to serve for one (1) year terms. Such elections shall be conducted and minutes prepared to show which specific Members shall be elected to serve for which specific periods. At each succeeding Annual Meeting of the Members, one-half (1/2) of the Trustees shall be elected to fill the vacancies occurring as a result of expiration of Trustee's terms of office for a term of two (2) years by a majority vote of the Members. Trustees shall continue to hold office until their successors are duly elected and qualified or they submit their resignations in writing to the remaining members of the Governing Board.
Section 2 - Removal of Trustees. Any Trustee or Trustees of the Corporation may be removed from office with cause as decided upon by a majority of the Trustees at any meeting of the Trustees called for such purpose.
Section 3 - Vacancies. Vacancies in the Governing Board shall be filled by election by a majority of the remaining Trustees. Each person so elected to fill a vacancy shall remain a Trustee until removed or his/her successor has been elected by the Members who may make such election at the next Annual Meeting or at any Special Meeting duly called for that purpose and held prior thereto.
Section 4 - General Powers and Duties. The governing Board shall have the complete and exclusive care, custody and control of the Corporation's properties and shall exercise all of the corporate powers subject to the provisions of the laws of the State of Utah, the Articles of Incorporation and the By-Laws. The entire management of the Corporation, its affairs, its properties and assets, is vested exclusively in the Governing Board.
The Governing Board shall have the power to decide finally and to effectuate and perform decisions of the Trustees regarding to whom, and what amounts and at what times, and under what conditions, payments and distributions shall be made in furtherance of the pursuits and objects of this Corporation; accordingly, the Governing Board shall make such payments and distributions of the Corporations' properties and assets and income as may be decided upon from time to time by a decision of the majority of the Trustees as contained in its minutes, but all nevertheless strictly of the type permitted under the Articles of Incorporation and the By-Laws.
The Governing Board shall have the power, if the Trustees so decide, to appoint a corporate trustee to receive, manage, hold, invest and disburse the funds and or properties or assets of the Corporation, subject to the and decision of the Trustees in exercising its powers pursuant to the immediately preceding paragraph hereof; and in these connections, the Trustees may enter into a contract or agreement with such corporate trustee containing the various terms and conditions covering such relationship, including but not restricted to the powers and duties of the corporate
The Governing Board shall have the power to pay salaries or other compensation to Trustees and officers for personal services actually rendered by them, but such salaries or compensation shall not be in excess of a reasonable allowance for such personal services rendered by such Trustee and/or officer.
Notwithstanding anything herein to the contrary, it is strictly understood and agreed that the Governing Board's powers, prerogatives, duties, and responsibilities shall be vested in them and shall be exercised by them strictly in a fiduciary capacity to carry out, perform and accomplish the pursuits and objects of this Corporation and their powers are expressly limited so as to do no thing nor accomplish any act which would be in contravention or derogation of the pursuits and objects as stipulated above.
Section 5 - Power to Elect Officers. The governing Board shall select a President, a Vice President, any additional Vice Presidents deemed necessary or desirable, a Secretary and a Treasurer. All officers, with the exception of the Secretary and Treasurer, shall be Trustees and at the option of the Board, the offices of Secretary and Treasurer may be held by one person. Assistants to officers may be appointed by the Trustees and such assistants need not be Trustees.
Section 6 - Power to Appoint Other Officers and Agents. The Governing Board shall have power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the Corporation.
Section 7 - Delegation of Powers. For any reason deemed sufficient by the Governing Board, whether occasioned by absence or otherwise, the Board may delegate all or any of the power and duties of any officer to any other officer or Trustee, but no officer or Trustee shall execute, acknowledge or verify any instrument in more than one capacity.
Section 8 - Power to Appoint Executive Committee. The Governing Board shall have power to appoint by resolution an executive committee composed of two (2) or more Trustees who, to the extent provided in such resolution, shall have and exercise the authority of the Governing Board in the management of the business of the Corporation between meetings of the Board.
Section 9 - Power to Require Bonds. The Governing Board may require any officer or agent to file with the Corporation a satisfactory bond conditioned upon the faithful performance of his/her duties.
Section 10 - Annual Meeting of Governing Board. The Annual Meeting of the Governing Board shall be held each year immediately after, and at the same place as the Annual Meeting of the Members.
Section 11 - Special Meetings of Governing Board. Special meetings of the governing board may be called by the President or any three (3) or more Trustees, upon notice thereof, signed by the President and the Secretary. No business not mentioned in the notice shall be at such meeting unless all Trustees are present and agree to the Transaction of such business.
Section 12 - Place of Meeting. Any or all meetings of the Governing Board of this Corporation may be held within or outside of the State of Utah; provided, however, meetings shall be held at the principal office of the Corporation unless provided otherwise pursuant to a By-Law or resolution adopted by the Governing Board.
Section 13 - Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, and in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary, or the officer or persons calling the meeting, to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Trustee at his/her address as it appears on the records of the Corporation, with postage pre-paid. All notices required to be given by any provision of these By-Laws shall state the authority pursuant to which they are issued (as, "by order of the President," or "by order of the Governing Board," as the case may be) and shall bear the stamped typewritten or printed signature of the Secretary or Assistant Secretary.
Section 14 - Waiver of Notice. Notice of the Time, place and purpose of any meeting of the Governing Board may be waived by telegram, radiogram, cablegram or other writing either before or after such meeting has been held. The attendance of a Trustee at a meeting shall constitute a Waiver of Notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the ü•ansaction of any business because the meeting is not lawfully called or convened.
Section 15 Quorum of Trustees. A majority of the Trustees shall constitute a quorum for the transaction of business of the Corporation, but a lesser number may adjourn from time to time without notice other than an announcement at the meeting, until a quorum shall attend. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Governing Board.
Section 16 - Presumption of Assent. A Trustee of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered into the minutes of the meeting or unless he/she shall file his/her dissent to such action which the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by Registered Mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action.
Section 17 - Informal Action by Trustees. Any action required to be taken at a meeting of the Trustees, or any other action which may be taken at a meeting of Trustees, may be taken without a meeting if a consent in setting forth the action so taken, shall be signed by all trustees.
Section 18 - Semi-Annual Report to Members. The Board of Governors shall be required, during the months of June and December of each calendar year, to deliver to each Member a written status report regarding significant actions taken by the Board of Governors since the last Annual or Semi-Annual meeting. Reports are to also include items which are important and of general interest to the Members. Such reports shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the stock transfer books of the Corporation with postage prepaid.
ARTICLE IV OFFICERS
Section 1 - Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Governing Board), a Secretary, and a Treasurer, each of whom shall be elected by the Governing Board. Such other Officers and Assistant Officers as may be deemed necessary may be elected or appointed by the Governing Board. Any two or more offices, other than the offices of President and Secretary, may be held by the same person.
Section 2 - Removal. Any officer or agent elected or appointed by the Governing Board may be removed by the Governing Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 3 - Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Governing Board for the unexpired portion of the term.
Section 4 - The President. The President shall be the principal executive officer of the Corporation, and, subject to the control of the Governing Board, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the Members and of the Governing Board. If the President is not present, then the Vice President shall preside. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Governing Board, any deeds, certificates for shares of the Corporation, mortgages, bonds, contacts, or other instruments which the Governing Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Governing Board or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to his office and such other duties as may be prescribed by the Governing Board from time to time.
Section 5 - The Vice Presidents. In the absence of the President, or in the event of his death, inability or refusal to act, the Vice President or in the event there be more than one Vice President, the Vice Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the power of, and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him by the President or by the Governing Board.
Section 6 - The Secretary. The Secretary of the Corporation shall:
a. Keep the minutes of the Member's and of the Governing Board's meetings in one or more books provided for that purpose;
b. See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
c. Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized;
d. Keep a register of the mailing address of each Member which shall be furnished to the Secretary by such Member;
e. Sign with the President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Governing Board:
f. Have general charge of the stock transfer books of the Corporation; and
g. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Governing Board.
Section 7 - The Treasurer. If required by the Governing Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Governing Board shall determine. He shall:
a. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of ARTICLE V of these By-Laws; and
b. In general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Governing Board.
Section 8 - Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Governing Board, may sign with the President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Governing Board. The Assistant Treasurers shall respectively, if required by the Governing Board, give bonds for the faithful discharge of their duties in such amounts and with such sureties as the Governing Board shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer respectively, or by the President or Governing Board.
Section 9 - Salaries. The salaries of the Officers shall be fixed from time to time by the Governing Board and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE V
CONTRACTS, LOANS. CHECKS AND DEPOSITS
Section 1 - Contracts. The Governing Board may authorize any officer or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.
Section 2 - Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Governing Board. Such authority may be general or confined to specific instances.
Section 3 - Checks Drafts etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be directed and determined by resolution of the Governing Board.
Section 4 - Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, companies or other depositories as the Governing Board may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1 - Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Governing Board. Such certificates shall be signed by the President or a Vice President, and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Governing Board may prescribe.
Section 2 - Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney, duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the Certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be the year beginning on the first day of January, and ending on the last day of December of each year.
ARTICLE VIII
DUES AND ASSESSMENTS
Section 1 - Dues, Fees and Assessments. The Governing Board shall fix and determine from time to time the dues, fees and assessments to be paid by each Member. Such dues, fees and assessments shall be collected, held and expended for the uses and purposes of the Corporation
Section 2 - Payment Date. All annual dues shall be due and payable as of the I st day of January of each calendar year. All such dues shall be delinquent ninety (90) days thereafter, and from date of delinquency shall bear interest at the rate of twelve percent (18%) per annum until paid in full.
Section 3 - Collection Expenses. Any Member who becomes delinquent in the payment of dues, fees or assessments shall be liable for the payment of all costs of collection, including attorney's fees.
Section 4 - Liens. The Corporation shall have a lien against the interest of any Member in said Member's lot and all improvements thereon in Woodland Estates, and against his stock in this Corporation, to secure the faithful performance and compliance with these By-Laws, and the full and prompt payment of all dues, fees and assessments levied by the governing Board, provided, however, that it is specifically understood that the lien hereby created shall at all times be subordinate and inferior to the lien of any bona-fide lending institution which now exists or is hereafter placed on any lot, part or parcel thereof for a purchase money mortgage or purchase money trust deed.
Section 5 - Enforcement. The governing Board may elect to foreclose the lien granted by Section r, or may elect to proceed directly against the Member without foreclosure in order to effect collection of any delinquent dues, fees or assessments.
ARTICLE IX
CORPORATE SEAL
The Governing Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, "Corporate Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any Member or Trustee of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Utah Non Profit Corporation and Cooperative Association Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE Xl
ORDINANCES OF WOODLAND ESTATES
Section 1 - Establishment of Ordinances. Ordinances which regulate and control the use of common areas within Woodland Estates and the general use of property within the development will be established by joint approval of the Board of Governors and the Members. These ordinances will not replace, supplant or conflict with the restrictive covenants which govern use of properties in both Plat B ("100" lots) and Plat 3 ("300" lots) but will support and clarify such use. No ordinance will be accepted which is in violation of any local, state or federal law. Procedures for adoption of new ordinances are as follows:
a. The Board of Governors will regularly review all ordinances and, if needed, will prepare new ordinances for approval by the Members.
b. Any member may propose an new ordinance by submitting such proposed ordinance in writing to the Board of Governors for review. The Board of Governors will accept, reject or revise such Member proposed ordinances.
c. Ordinances which have been proposed, accepted or revised by the Board of Governors will be included in the next notice of regular meeting and submitted for approval to the Members at that meeting. Approval will be by simple majority of the quorum of Members in attendance.
Section 2 - Appeal by Member of Rejected Ordinance. Any member who submits a proposed ordinance which is rejected by the Board of Governors for any reason other than conflict with restrictive covenants or violation of law may appeal that rejection to the general membership. Ordinances which conflict with restrictive covenants or are in violation of law may not be appealed. Written notice of appeal must be submitted to the President thirty (30) days prior to the date of a regular meeting of Members. The
President will include such notice of appeal on the agenda for the next regular meeting, at which time the Member making the appeal will be granted time for discussion of the proposed ordinance and the matter will be brought to a vote by the Members.
Section 3 - Removal of Ordinance. Existing ordinances may be removed if such removal is conducted in accordance with the following criteria:
a. Approval of removal by a majority of the Board of Governors which vote was conducted at a regularly scheduled meeting, and
b. Approval of removal by a majority of the Members, which vote was conducted at a regular meeting, and
c. Proper notice of vote on proposed removal is given prior to the meeting of the Board of Governors and the Members.
ARTICLE XII
AMENDMENT OF BY-LAWS
Section 1 - Amendment by Members. These By-Laws may be amended, altered, changed, added to or repealed by an affirmative vote of a majority of the Members at any regular or special meeting of the Members if notice of the proposed amendment, alteration, or change or repeal be contained in the notice of the meeting.
Section 2 - Amendment by Governing Board. These By-Laws may also be amended, altered, changed, added to or repealed by an affirmative vote of a majority of the Governing board at any regular or special meeting of the Governing Board if notice of the proposed amendment, alteration or change or repeal be contained in the notice of the meeting; provided, however, By-Laws pertaining to the qualifications, voting rights and property rights of Members and the termination or forfeiture of memberships shall not be amended or repealed unless such change has received approval of a majority of the Members as set forth in Section I above.
Section 3 - Prohibitive Amendments. The Members or the Governing Board shall not be permitted to amend the By-Laws contrary to the provisions of the Articles of Incorporation.
The foregoing By-Laws were adopted by vote of Members at a meeting held on the day of, 1996 and unanimous consent of the Board of Governors at a meeting held on the _____ day of 1996. These By-Laws cancel and replace all previous By-Laws and amendments which have been effected and approved prior to the above dates.
ADDITIONAL WOODLAND ESTATES OWNERS ASSOCIATION ORDINANCES
As voted on and adopted by members
Ordinance 1
All snow removal equipment to be used on the association's roads is to be inspected annually by a member of the Board of Trustees. The purpose of this inspection is to insure that standard-height skids are in place to protect the surface of the roads.
Ordinance 2
The use of any earth-moving equipment on the association's roads will require the approval of the President, Vice-president, or other Trustee in charge of road maintenance. Since it is the responsibility of the Board to maintain the roads, the Board needs to coordinate these activities.
Ordinance 3
Owners are responsible for repairs to the association's roads caused by their, or their contractors, use of heavy equipment or trucks over 1 ton. Damage to the roadway caused by normal access of cars and pick-ups is exempt.
Ordinance 4
A 4" base of snow shall be maintained on all association roads each and every time it is plowed.
Ordinance 5
The use of 'Off Highway Vehicles' [OHV] used on association roads will be governed by the 15 MPH speed limit and trespassing rules governing association members as per the bylaws and restrictive covenants. Any association member may file a complaint and submit it to the Board of Trustees for review. The violator will be notified by certified mail and allowed to present an appeal to the allegations within 30 days. If the complaint if found to be valid, the responsible party, the association property owner, will be assessed a $50 fine and will be responsible for any amounts due to property owners and/or the association to damage done to their respective properties.
Ordinance 6
Any property owner building any structure on property must provide a dumpster, or equivalent container on site for disposal of construction debris.