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By-Laws
The Brittany Oaks Homeowners Association
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Article
I Name
and Location: The name of the Corporation is THE
BRITTANY OAKS HOMEOWNERS
ASSOCIATION, hereinafter referred to as the
"ASSOCIATION". The principle office of the
Corporation shall be located at 8210 NW. 81st Place, Kansas
City Missouri 64152, but meetings of members and directors may
be held at such places within or without the State of
Missouri, as may be designated by the Board of Directors. Article
II Definitions Section
1. "ASSOCIATION" shall mean and refer to
THE BRITTANY OAKS HOMEOWNERS
ASSOCIATION, its successors and assigns. Section
2. "COMMON PROPERTIES" shall mean all real and
personal property, including but not limited to; lakes,
private open areas, clubhouses, swimming pools, tennis courts,
jogging trails and walkways now or hereafter owned in fee by
the Association or designated on any Plat or any Certificate
of Survey hereafter filed for record as private open space or
private open area for the common use and enjoyment of the
member as provided herein. Section
3. “DECLARANT”
shall mean and refer to BELL ENTERPRISES, INC. Section
4. “DECLARATION”
shall mean, THE BRITTANY OAKS HOMEOWNERS ASSOCIATION
DECLARATION dated July 14, 1993, in Book 0799, at Page 355, as
Document Number 0015409 in the Office of the Recorder of Deeds
for Platte County, Missouri;
Declaration of Covenants and Restrictions, BRITTANY
OAKS, SECOND PLAT, dated December 22, 1994, in Book 0822, at
Page 660, as Document Number 0017966 in the Office of the
Recorder of Deeds for Platte County, Missouri, and Declaration
of Covenants and Restrictions, BRITTANY OAKS, THIRD PLAT,
dated August 4, 1997, in Book 0866, at Page 791, as Document
No. 0010507 in the Office of the Recorder of Deeds for Platte
County, Missouri. Section
5. “Lot”
shall mean and refer to any plot of land made subject to the
Declaration in association with the provisions thereof. Section
6.
“MEMBER” shad mean and refer to those persons
entitled to membership as provided in the Declaration. Section
7.
“OWNER” shall mean and refer to the record owner,
whether one or more persons or entities, of the fee simple
title to any Tract or Living Unit which is made subject to the
provisions of the Declaration, including contract sellers, but
excluding those having such interest merely as security for
the performance of an obligation. Section
8.
“PROPERTIES” shall mean and refer to that certain
real property described as BRITTANY OAKS, FIRST PLAT recorded
October 4, 1993, in Book 18 at Page 189, as Document Number
15405 in the office of the Recorder of Deeds for Platte
County, Missouri, and any all added to the subdivision of
BRITTANY OAKS in accordance with the aforementioned Homeowners
Association Declaration and Restrictions. Article
III Meeting
of Members
Section 1.
Annual Meetings.
The annual meeting of the members shall be held on the
4th Tuesday in April or on such other date during
the month of April, at a time and place to be designated by
the Board of Directors of the Association in a resolution
properly adopted.
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-tenth (1/10th) 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, not less than ten (10) days nor more
than forty (40) 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.
The presence at the meeting of members entitled to
cast, or of proxies entitled to cast, one-tenth (1/10th)
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 and 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.
Proxies.
At all meetings of members, each member may vote in
person or by proxy. 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. Article
IV Board
of Directors: Selection:
Term of Office
Section 1.
Number.
The initial affairs of this Association shall be
managed by a Board of three (3) Directors, who need not
be members of the Association.
Section 2.
Term of Office.
At the second annual meeting the members shall elect
three (3) directors, one (1) director for a one (1) year term,
one (1) for a two (2) year term and one (1) director for a
three (3) year term; and
at each annual meeting thereafter the members shall elect one
(1) director for a term of three (3) years.
Section 3.
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 4.
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 5.
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 Unanimous Written Consent of all the
directors. Any
action so approved shall have the same effect as though taken
at a meeting of the directors. Article
V Nomination
and Election of Directors
Section 1.
Nomination.
Nomination for election to the Board of Directors may
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 it
discretion determine, but not jess than the number of
vacancies that are to be filled.
Such nominations may be made from among members or
non-members.
Section 2.
Election.
Election to the Board of Directors shall be by secret
written ballot. At
such election of 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. Article
VI Meetings
of Directors
Section 1.
Regular Meetings.
Regular meetings of the Board of Directors may be held
monthly without notice, at such a place and hour as may be
fixed from time to time by resolution of the Board.
Should said meeting fall upon a legal holiday, then
that meeting shall 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 five (5) 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
directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the Board. Article
VII Powers
and Duties of the Board of Directors
Section 1.
Powers.
The Board of Directors shall have power to: (a)
adopt and publish rules and regulations governing the
use of the Common Properties 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 any
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 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-tenth (1/10th)_ 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. Article
VIII Officers
and Their Duties
Section 1.
Enumeration of Officers.
The officers of this 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.
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 resign, or shall be removed, or
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 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.
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 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 Directors; 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 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. Secretary (c)
The secretary shall record the votes and keep the
minutes of all meetings and proceedings of the Board and of
the members; keep
the corporate seal, if any, of the Association and affix it on
all papers requiring said seal;
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. Treasurer (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 accounts;
cause an annual audit of the Association books to be
made by a public accountant at the completion of each fiscal
year if directed by the Board:
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 such to the
members. Article
IX Committees
The Association may appoint a Nominating Committee, as
provided in these By-laws.
In addition, the Board of Directors shall appoint other
committees as deemed appropriate in carrying out its purpose. Article
X 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 principle office of the Association,
where copies may be purchased at a reasonable cost. Article
XI 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 thirty (30) days aster the
due date, the assessment shall bear interest from the date of
delinquency at a rate of interest selected by the Board, not
to exceed the highest lawful rate, 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
Properties or abandonment of his Lot. Article
XII Indemnification
of Directors, Declarant, Committee Members, Officers
and Employees
Section 1. (a)
For the purposes of this Article, “Agent” means any
person who is or was a director, officer, Declarant, Member,
Committee, employee, or other agent of the Association, or is
or was serving at the request of the Association as a
director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise; “preceding”
means threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative; and
“expenses” includes, without limitation, attorneys’ fees
and any expenses of establishing a right to indemnification
under Paragraph (d) of subparagraph (e)(iii) of this Article. (b)
The Association shall indemnify any person who was or
is a party, or is threatened to be made party, to any
proceeding (other than an action by or in the right of the
Association to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of the
Association, against expenses, judgment fines, settlements and
other amounts actually and reasonably incurred in connection
with such proceeding if such persons acted in good faith and
in a manner such person reasonably believed to be in the best
interests of the Association and, in the cause of a criminal
proceeding, had no reasonable cause to believe the conduct of
such person was unlawful.
The termination of any proceeding by a judgment, order,
settlement, conviction or upon a plea of nolo contend ere or
its equivalent shall not, of itself, create a presumption that
he person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the
Association or that the person had reasonable cause to believe
that the person’s conduct was unlawful. (c)
The Association shall indemnify any person who was or
is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of
the agent of the Association, against expenses actually and
reasonably incurred by such person in connection with the
defense or settlement of such action if such person action in
good faith, in a manner such person believed to be in the best
interests of the Association and with such care, including
reasonable injury, as an ordinarily prudent person in a like
person would use under similar circumstances.
No indemnification shall be made under this paragraph
(c):
i.
In respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Association in the performance of such person’s duty to the
Association, unless and only to the extent that the court in
which such proceeding is or was pending shall determine upon
application that, in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
the expenses which such court shall determine.
ii.
Of amounts paid in settling or to otherwise dispose of
a threatened or pending action with or without court approval;
or
iii.
Of expenses incurred in defending a threatened pending
action which is settled or otherwise disposed of without court
approval. (d)
To the extent that an agent of the Association has been
successful on the merits in defense of any proceeding referred
to in Paragraph (b) or (c) or in the defense of any claim,
issue or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent
in connection therewith. (e)
Except as provided in Paragraph (d), the
indemnification under this Article shall be made by the
Association in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct
set forth in Paragraph (b) or (c), by:
i.
A majority vote of quorum consisting of directors who
are not parties to such proceeding;
ii.
Approval of the Members.
For purposes of determining the required quorum of any
meeting of Members called to approve indemnification of an
agent and the vote or written consent required therefore, the
vote of any Member to be indemnified shall not be considered
outstanding and shall not be entitled to be case thereon; or,
iii.
The Court in which such proceeding is or was pending,
upon application made by the Association or the agent or the
attorney or other person rendering services in connection with
the defense,
whether or not such application by the agent, attorney or
other person is opposed by the Association. (f)
Expenses incurred in defending any proceeding may be
advanced by the Association prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf
of the agent to repay such amount unless it shall be
determined ultimately that the agent is entitled to be
indemnified as authorized in this Section. (g)
This Article shall create a right of indemnification
for each person referred to in these Articles whether or not
the proceeding to which the indemnification related arose in
whole or in part prior to adoption of the Article, and in the
event of the death of such agent, whether before or after
initiation of such proceeding, such right shall extend to such
person’s legal representatives.
This Article does not apply to any proceeding against
any trustee, investment manager or other fiduciary of any
employee benefit plan in such person’s capacity as such,
even through such person may also be an agent of the
Association as defined in Paragraph (a).
Nothing contained in this article shall limit any right
to indemnification to which such a trustee, or otherwise, may
be entitled under any applicable law which shall be
enforceable to the extent permitted by applicable law other
than this Article. In
addition, to the maximum extent permitted by applicable law,
the right of indemnification hereby given shall not be
exclusive of or otherwise affect any other rights such agent
may have to indemnification, whether by law or under any
contract, insurance policy or otherwise. (h)
No indemnification or advance shall be made under this
Article, except as provided in Paragraph (d) or subparagraph (e)(iii),
in any circumstances where it appears:
i.
That it would be inconsistent with a provision of the
Articles, these Bi-laws, a resolution of the Members or an
agreement in effect at the time of the accrual of the alleged
cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or
ii.
That is would be inconsistent with any condition
imposed by a court in approving a settlement. (i)
Upon determination by the Board, the Association may
purchase and maintain insurance on behalf of any agent of the
Association against any liability asserted against or incurred
by the agent in such capacity or arising out of the agent’s
status as such, whether or not the Association would have the
power to indemnify the agent against such liability under the
provisions of this Article. (j)
Upon the written request of any agent of the
Association who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed proceeding,
the Board shall meet within ten (10) days of such request and
shall determine whether indemnification of such agent is
proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Paragraph (b) or
(c). Article
XIII Corporate
Seal The
Association shall have no seal. Article
XIV Amendments
Section 1.
These By-Laws may be amended, at a regular or special
meeting of the members, by a vote of a majority of members
present in person or by proxy at a meeting duly called at
which a quorum is present.
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
XV Miscellaneous
The fiscal year of the Association shall begin on the
first day of January and end on the 31st day of
December of every year, except that the first fiscal year
shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the Directors of
THE BRITTANY OAKS HOMEOWNERS ASSOCIATION, a Missouri
Not-For-Profit Corporation, do hereby unanimously consent to
the adoption of the foregoing By-laws this 1 day of November,
2000. Helmut
Derra
Steve Rogers
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