BY-LAWS OF
NAME AND LOCATION. The name
of the corporation is Sherwood Forest Owners Association, Inc., hereinafter
referred to as the “Association.” The
principal office of the corporation shall be located at Route 2, Box 525,
Aitkin, Minnesota 56431-9275. However
meetings of the members and directors may be held at such places within the
State of Minnesota as may be designated by the Board of Directors.
Section 2.
“Properties” shall mean and refer to
that certain real property described in the Declaration, and such additions
thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. “Common
Area” shall mean (i) outlots A, C, D, E, F, G, H, Nottingham Town,
according to the plat thereof recorded in Aitkin County, Minnesota; or (ii) any
area hereafter designated as a common area in a Supplementary Declaration to
this Declaration pursuant to the terms and conditions of Article XI and Article
XII Subdivision 4 hereof; or (iii) all real property now or hereafter owned by
the Association for the common use and enjoyment of the owners.
Section 4. “Lot” shall mean and refer to any
plot of land shown in any recorded plat of the Properties, other than Common
Area.
Section 5. “Owner”
shall mean and refer to the record owner, whether one or more persons or
entities, of a fee simple title to any lot which is a part of the Properties,
including the Developer, contract sellers and vendees, but excluding those having such interest
merely as security for the performance of an obligation, and excluding those
having a lien upon the property by provision or operation of law.
Section 6. “Developer” shall mean and refer to Sherwood Forest, Inc., its
successors and assigns if such successors or assigns should acquire more than
one undeveloped lot from the Developer for the purpose of resale.
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
register of Deed in and for Aitkin County, Minnesota in Book_______as Microfilm
Number 196542.
Section 8. “Member” shall mean and refer to
those persons entitled to membership as provided for in the Declaration.
Section 9. “Environmental Planning Committee”
shall mean
the committee described in Article V of the Articles of Incorporation of the
Association.
Section 1.
Every owner
of a lot which is subject to assessment shall be a member of the
Association. Membership shall be
appurtenant to and may not be separated from ownership of any lot which is
subject to assessment.
Section 2. The
rights of membership are subject to the payment of annual and special
assessments levied by the Association, the obligation of which assessments is
imposed against each Owner of the lots and becomes a lien against the lots on
which such assessments are made, as provided by the Declaration.
Section 3. The
rights of membership of any person may be suspended by action of the directors
during any period when the assessments against his lot remain unpaid, but upon
payment of such assessments, his rights and privileges shall be automatically
restored. If the Directors or the
Environmental Quality Committee have adopted and published rules and
regulations governing the use of the Common Area, and the personal conduct of
any person thereon violates any such rule or regulation, the Board of Directors
in their discretion may suspend the rights of any person violating such rules
and regulations for a period not to exceed sixty (60) days; provided however,
that nothing contained in this section shall be deemed to deny an owner access
to and from his lot.
VOTING RIGHTS
Section 1. The
Association shall have two classes of voting membership:
Class A. Class A members shall be all Owners with the exception of the
Developer, and shall be entitled to one vote for each lot owned. When more than one person holds an interest
in any lot, all persons shall be members.
The vote for such lot shall be exercised as they among themselves
determine, but in no event shall more than one vote be cast with respect to any
lot.
Class
B. The Class B
member(s) shall be the Developer and shall be entitled to one (1) vote for each
Lot owned by it. The Class B membership
shall cease and be converted to Class A membership when at least ninety percent
(90%) of the Lots are owned by someone other than the Developer.
Section 2. Suspension
of Membership. If a member is in
default in the payment of any annual or special assessment levied by the
Association, the voting rights of such member may be suspended by the Board of
Directors of the Association until such assessment, and interest thereon, if
any, has been paid.
MEETING OF MEMBERS
Section 1. Annual
Meetings. The annual meeting of the
members shall be held on the Saturday of
Memorial Holiday weekend in May of each year. The Time and Place Notice shall be mailed to the members providing at least thirty (30) days notice.
Section 2. Special
Meetings. Special meetings of the members may be
called at any time by the President or by the Board of Directors, or upon
written request of the members who are entitled to vote one-fourth (1/4) of all
of the votes of the Class A 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 mailing a copy of such notice,
postage prepaid, at least 10 days before such meeting to each member entitled
to vote thereat, addressed to the member’s address last appearing on the books
of the Association, or supplied by such member to the Association for the
purpose of notice. 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. At each such meeting called,
the presence at the meeting of members entitled to cast, or of proxies entitled
to cast, twenty-five (25%) percent of all 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, the 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. Proxy
and Absentee Ballot At all meetings of the
members, each member may vote in person, by proxy or by absentee ballot. All proxies shall be in writing and filed
with the secretary. Every proxy shall be revocable and shall
automatically cease upon conveyance by the member of his lot. Each proxy must include names and blanks for
write-in to specify the individual qualified to vote that proxy.
BOARD OF DIRECTORS
Section 1.
Number. The affairs of this Association shall be managed by
a Board of not less than three nor more than eleven Directors, who need not be
members of the Association. The first
Board of Directors shall consist of three directors provided that thereafter
the authorized number of Directors may be (i) increased from time to time by
the members or by the Board and (ii) decreased solely by the members.
Section 2. Term of
Office. At the first annual meeting the members
shall fix the number and elect directors and at each annual meeting thereafter
the members shall similarly fix the number and elect the directors. Each director shall despite his term of
office, serve until his successor is elected and qualifies. Each seat will be for a two (2) year term,
with the retiring President being seated ex officio on the next years’
board.
Section 3. Newly
Created Directorships. Newly created directorships
resulting from an increase in the authorized number of directors may be filled
by a vote of two-thirds of the directors serving at the time of such
increase. Each person so elected shall
be a director until his successor is elected by the members, who may make such
election at their next annual meeting or at any special meeting duly called for
that purpose, and has qualified.
Section 4. Removal. Any director may be removed from the board, with or
without cause, by a majority vote of the members of the Association. In the event of death, resignation or
removal of a director, his successor shall be selected by the remaining members
of the Board and shall serve for the unexpired term of his predecessor.
Section 5.
Compensation. No director shall receive
compensation for any service he may render to the Association. However, any director may be reimbursed for
his actual expenses incurred in the performance of his duties.
Section 6. Action
Taken Without a Meeting. The directors 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 directors. Any action so approved shall have the same
effect as though taken at a meeting of the directors.
Section 1.
Nomination. Nominations for election to
the Board of Directors 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
Directors, and two or more members of the Association. The Nominating Committee shall be appointed
by the Board of Directors 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 appointment shall be announced at each annual meeting. The Nominating Committee shall make as many
nominations for election to the Board of Directors as it shall in its
discretion determine, but not less than the number of vacancies that are to be
filled. Such nominations may be made
from among members in good standing with all assessments paid to date at least
thirty (30) days prior to meeting and published with the notice of the meeting.
Section 2.
Election. Election to the Board of
Directors 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.
Section 1. Regular
Meetings. Regular meetings of the
Board of Directors shall be held monthly without notice, provided that five
days prior written notice of a regular monthly meeting shall be given at least
once in each calendar year, at such place and hour as may be fixed from time to
time by resolution of the Board.
Regular Board meetings will be held on the third Saturday of the month
unless there is no business to conduct.
However, one regular meeting must be held each quarter. Should said meeting fall on a legal holiday,
then that meeting may, by action of the Board be held at the same time on the
next day which is not a legal holiday.
Section 2. Special
Meetings. Special meetings of the
Board of Directors shall be held when called by the President of the
Association, or by any two directors, after not less than three (3) days notice
to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum
for the transaction of business. Every
act or decision done or made by a majority of the directors present at a duly
held meeting at which a quorum is present shall be regarded as the act of the
Board.
Section 1.
Powers. The Board of Directors shall
have power to:
(a)
Adopt and publish or delegate to the Environmental Planning, Rules and
Compliance Committee the power to adopt and publish rules and regulations
governing the use of the common area and facilities and the personal conduct of
the members and their guests thereon, all construction and to establish
penalties for the infraction thereof;
(b)
Suspend the voting rights and right to use of the recreational
facilities (but not the rights of ingress or egress) 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 sixty (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 Directors to be vacant
in the event such member shall be absent from three (3) consecutive regular
meetings of the Board of Directors; 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 the
Board of Directors 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 Class A members who are entitled to vote;
(b)
Supervise all officers, agents and employees of this Association, and
to 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 notice of each assessment to every Owner subject thereto
at least thirty (30) days in advance of each annual assessment period; and
(3)
Foreclose the lien against any property for which assessments are not
paid within thirty (30) days after due date or to bring an action at law
against the owner personally obligated to pay the same.
(d)
Issue, or to 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 the 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, as it may deem appropriate.
(g)
Cause the maintenance services to be performed in accordance with the
Declaration.
(h)
Cause annual unaudited operating statements of the Association to be
prepared at the end of each fiscal year and handed out at the annual Spring
meeting.
(i) Cause an annual audited operating statement.
Section 1.
Enumeration of Officers. The officers of the
Association shall be a President and Vice President, who shall at all times be
members of the Board of Directors, 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 Directors following each
annual meeting of the members.
Section 3.
Term. Each officer of this
Association shall be elected annually by the Board and each shall hold office
for one (1) year until his successor is elected and qualifies unless he shall
sooner resign, or shall be removed, or is otherwise disqualified to serve.
Section 4. Special
Appointments. The Board may elect such
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 with or without cause by the Board. Any officer may resign at any time by giving written notice to
the Board, the President or the Secretary.
Such resignation shall take effect on the date of receipt of such notice
or at 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 to such vacancy shall serve for the remainder of
the term of the officer he replaces.
Section 7. Duties. The duties of the officers are as follows:
PRESIDENT
(a) The President shall preside
at all meetings of the Board of Directors and at all meetings of
the members; shall see that orders and resolutions of the Board are carried
out; shall sign all leases, mortgages, deeds and other written instruments and
shall appoint Officers authorized to sign checks and transfer funds.
(b) The Vice-President shall act in the place and stead
of the President in the event of his absence, inability or refusal to act, and
shall exercise and discharge such other duties as may be required of him by the
Board.
(c) The Secretary shall record
the votes and keep the minutes of all meetings and proceedings of the Board and
of the members; serve notice of meetings of the Board and of the members; keep
appropriate current records showing the members of the Association together
with their addresses, and shall perform such other duties as required by the
Board.
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to 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 its regular annual meeting, and deliver a copy of each to each of the members.
ARTICLE XII
BOOKS AND RECORDS
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.
ARTICLE XIII
ASSESSMENTS
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 delinquent. If the assessment is not paid within ninety (90) days after the due date, the assessment shall bear interest from said due date at the rate of eight 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 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 nonuse of the Common Area or abandonment of his/her lot.
ARTICLE XIV
CORPORATE SEAL
The Association shall have no seal.
ARTICLE XV
AMENDMENTS
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of fifty-one (51%) percent of all of the Members in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and 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.
ARTICLE XVI
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of April and end on the 31st day of March of the succeeding year.
IN WITNESS WHEREOF, we, being all of the directors of Sherwood Forest Owners Association, Inc., the Association, have hereunto set our hands this 15th day of August, 1978.
/s/ Carl A. LaRue_____________
/s/ William R. LaRue__________
/s/ Nancy Ammond___________