1 BYLAWS FOR QUAIL HOLLOW (A Rural Residential Community in Choctaw, Oklahoma) CONTENTS 1. ARTICLE I - GENERAL PROVISIONS ..................................................................... 4 1.0 Identity 1.1 Bylaws Subject To Other Documents 1.2 Applicability 1.3 Definitions 2. ARTICLE II - MEMBERSHIP, VOTING, QUORUM, PROXIES .......................... 6 2.0 Qualifications of Members 2.1 Classes of Membership 2.2 Quorum 2.3 Voting Member, Corporation, or Multiple Ownership of Lot 2.4 Voting Proxies 2.5 Voting By Certified Written Ballot 2.6 Voting 2.7 Majority Vote A. Special Assessment / Approval Requirements B. Amendments to Declaration and/or Bylaws 3. ARTICLE III - ANNUAL AND SPECIAL MEETINGS OF MEMBERSHIP ........ 9 3.0 Annual Meeting 3.1 Special Meeting 3.2 Notice of Meeting: Waiver of Notice 3.3 Adjourned Meeting 3.4 Chairman 3.5 Order of Business 3.6 Minutes of Meeting 4. ARTICLE IV - BOARD OF DIRECTOR DUTIES .................................................... 11 4.0 Duties and Responsibilities 4.1 Eligibility/Restrictions 4.2 Enumeration of the Board of Directors 4.3 President 4.4 Vice President 4.5 Secretary
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Microsoft Word - ByLaws.docCONTENTS
1. ARTICLE I - GENERAL
PROVISIONS.....................................................................
4
1.0 Identity 1.1 Bylaws Subject To Other Documents 1.2
Applicability 1.3 Definitions 2. ARTICLE II - MEMBERSHIP, VOTING,
QUORUM, PROXIES .......................... 6
2.0 Qualifications of Members 2.1 Classes of Membership 2.2 Quorum
2.3 Voting Member, Corporation, or Multiple Ownership of Lot 2.4
Voting Proxies 2.5 Voting By Certified Written Ballot 2.6 Voting
2.7 Majority Vote A. Special Assessment / Approval Requirements B.
Amendments to Declaration and/or Bylaws 3. ARTICLE III - ANNUAL AND
SPECIAL MEETINGS OF MEMBERSHIP ........ 9
3.0 Annual Meeting 3.1 Special Meeting 3.2 Notice of Meeting:
Waiver of Notice 3.3 Adjourned Meeting 3.4 Chairman 3.5 Order of
Business 3.6 Minutes of Meeting 4. ARTICLE IV - BOARD OF DIRECTOR
DUTIES ....................................................
11
4.0 Duties and Responsibilities 4.1 Eligibility/Restrictions 4.2
Enumeration of the Board of Directors 4.3 President 4.4 Vice
President 4.5 Secretary
2
4.6 Treasurer 4.7 Board Members 1, 2, 3 and 4 4.8 Compensation 4.9
Committees 4.10 Committee Restrictions 4.11 No Liability 5. ARTICLE
V - MEETINGS OF THE BOARD OF DIRECTORS.............................
14
5.0 Quorum 5.1 Membership Attendance of Board of Director Meetings
5.2 Notice of Board of Director Meeting to Membership 5.3 Voting By
Directors 5.4 Meeting Requirements 5.5 Organizational Meetings 5.6
Regular Meetings 5.7 Special Meetings 5.8 Waiver of Notice 5.9
Adjourned Meetings 5.10 Presiding Officer 5.11 Order of Business at
Director Meetings 5.12 Minutes of Meetings 5.13 Place of Meetings
6. ARTICLE VI - ELECTION OF BOARD OF DIRECTORS
..................................... 16
6.0 Nomination Procedures 6.1 Election Procedures 6.2 Recall of
Board Member during Annual Meeting 6.3 Recall of Board Member by
Special Meeting 6.4 Election of Board Member Resulting From Recall
6.5 Vacancies 6.6 Resignations 6.7 Interim Procedures for
President/Vice- President Vacancies 6.8 Involuntary Resignations
6.9 Term of Office 6.10 Staggering of Board Terms 6.11 Waiver of
Term Limits 7. ARTICLE VII - FISCAL MANAGEMENT OF THE ASSOCIATION
................... 19
7.0 Fiscal Management 7.1 Budget 7.2 Assessments 7.3 Depository
Withdrawals 7.4 Audit
3
7.5 Operating & Reserve Accounts 7.6 Fidelity Bonds, Proviso
7.7 Fiscal Year 7.8 Acceleration Installment Of Payments 7.9
Accounting Records and Reports 7.10 Application of Payment 7.11
Roster of Members 7.12 Tax Election 7.13 Insurance 7.14 Contracts
7.15 Capital Improvements/Expenditures 8. ARTICLE VIII -
ENFORCEMENT OF DECLARATION, RESPONSIBILITIES
& LIABILITIES OF MEMBERS
.................................................................................
23
8.0 Responsibilities of the Board of Directors 8.1 Method of
Reporting Complaints 8.2 Right & Obligation of Enforcement 8.3
Enforcement of C C& R’s 8.4 Action for the Board Of Directors
8.5 Homeowner Appeals 8.6 Liability of Lot Owners 8.7 No Waiver 8.8
Default in Payment of Assessment; Lien 8.9 Quail Hollow Input Form
(SCF-1) 9. ARTICLE IX - AMENDMENTS TO BYLAWS
..............................................................
27
9.0 Amendments to Bylaws 10. ARTICLE X - ARCHITECTURAL COMMITTEE
..................................................... 28
10.0 Committees 10.1 Rules 10.2 Election of Architectural Committee
10.3 Records 10.4 Amendments/Changes to Architectural Committee
Rules 10.5 Request for Architectural Committee Review Form (SCF-2)
11. ARTICLE XI - MISCELLANEOUS
...............................................................................
30
11.0 Severability 11.1 Conflict 11.2 Parliamentary Rules; Roberts
Rules of Order 11.3 Quail Hollow Input Form (SCF-1) 11.4 Quail
Hollow Request for Architectural Review (SCF-2)
4
ARTICLE I
GENERAL PROVISIONS
1.0 Identity - These are the Bylaws of QUAIL HOLLOW HOMEOWNERS
ASSOCIATION, an Oklahoma corporation (the "Association"). The
Association has been organized for the purpose of administering the
operation and management of a residential community known as QUAIL
HOLLOW, a rural addition to the City of Choctaw, Oklahoma County
Oklahoma, developed by TRIO DEVELOPMENT COMPANY, L.L.C. (the
“Development”). The Association will govern the Development in
accordance with the Declaration of Covenants, Conditions and
Restrictions for QUAIL HOLLOW, recorded in the public records of
Oklahoma County, Oklahoma (the “Declaration”). 1.1 Bylaws Subject
to Other Documents - The provisions of these Bylaws are applicable
to the Association, and are expressly subject to the terms,
provisions, covenants, and conditions contained in the Declaration.
1.2 Applicability - All owners of lots in the Development (“Lot
Owners”), their respective families, invitees, guests, and lessees,
are subject to these Bylaws and the Declaration. 1.3
Definitions:
A. “Association” shall mean and refer to the Quail Hollow
Homeowners Association. B. “Certificate” shall mean and refer to
the Certificate of Incorporation of Quail Hollow
Homeowners Association, which was filed with the Oklahoma Secretary
of State on June 9, 2003, as the same may be amended from time to
time..
C. “Common Areas” shall mean and refer to all the properties owned
or controlled by the Association. D. “Common Expenses” shall mean
the cost of maintaining the Common Areas.
E. “Declaration” refers to the Declaration of Covenants,
Conditions, and Restrictions for
Quail Hollow filed by Trio Development Company, L.L.C. F. “Lot”
refers to any plot of land shown on the subdivision map other than
the
Common Areas. G. “Board” or “Board of Directors” shall mean the
Quail Hollow Homeowners
Association Board of Directors and Officers. H. “Director” shall
mean a member of the Quail Hollow Board of Directors I. “Officer”
shall mean the office of President, Vice-President, Secretary, and
Treasurer
serving as a part of the Quail Hollow Board of Directors.
5
J. “Member” or “Membership” shall refer to Quail Hollow Lot Owners
on the role of
Quail Hollow Homeowners Association. K. “Board of Director Members
shall refer to Board Members other than an Officer. L. “Declarant”
shall refer to Trio Development Company, L.L.C.
6
MEMBERSHIP, VOTING, QUORUM, PROXIES
2.0 Qualifications of Members, etc. - The qualification of Members,
the manner of their admission to membership and termination of such
membership and voting by Members, shall be determined by the
provisions set forth in the Declaration, the Certificate, and in
these Bylaws.
2.1 Classes of Membership: Weighting of Votes - The Membership
shall be divided into a Class A and a Class B membership and the
votes of the Member or Members of each such class shall be weighted
as provided in Article V, Section 5.03 of the Declaration. Whenever
reference is made herein or in the Declaration to Members entitled
to cast a majority or other number or percentage of votes, voting
power or voting interest, the computation of whether that number of
percentage has been attained shall be made by weighting the votes
of the Class A members and the Class B members as provided in
Article V, Section 5.03 of the Declaration. 2.2 Quorum – A quorum
with respect to the Membership shall mean more than 50% of the
Membership. 2.3 Voting Member, Corporation, or Multiple Ownership
of a Lot :
(A) A “Voting Member” shall be one of the record Lot Owners or the
corporate, partnership, or entity representative of the Lot Owner.
Such Voting Member shall be authorized to vote on behalf of the Lot
Owner until such authorization is revoked in writing or until a
change occurs in the ownership of the Lot. The appointment of a
Voting Member may be revoked by any record owner of an undivided
interest in a Lot. If the Lot is owned jointly by multiple parties
(Lot Owners living together as a single household unit shall be
authorized to cast votes as outlined in (1), (2) and (3) below),
the Lot Owners may, but shall not be required to, designate one Lot
Owner as the Voting Member. In the event Lot Owners do not so
designate a Voting Member, the following provisions apply:
(1) If all owners of the Lot are present at a meeting and are able
to concur in their
decision upon any subject requiring a vote, any owner may cast the
vote as the Voting Member; or
(2) If all owners of a Lot are present at a meeting and are unable
to concur in their
decision upon any subject requiring a vote, they shall lose their
right to vote on that subject at that meeting, and their vote shall
not be considered in determining whether a quorum is present on
that subject at the meeting (and the total number of authorized
votes in the Association shall be reduced accordingly for such
subject only); or
(3) If only one owner of a Lot is present at a meeting, the person
present shall be
counted for purposes of a quorum and may cast the vote just as
though he or she
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owned the Lot individually and without establishing the concurrence
of any absent owners. Unless both spouses attempt to cast
conflicting votes or unless a spouse announces to the meeting prior
to or during the vote on a subject that both spouses are present at
the meeting and are not able to concur in their decision, then the
spouse actually voting shall be deemed to have had valid authority
therefore.
(B) If a corporation, partnership, or other entity (i.e., not a
natural person) is the owner of
a Lot, then the voting ballot as provided for herein shall be
executed a duly authorized representative of such entity. The
Association may request proof of the authorization of any such
representative
2.4 Voting Proxies - Votes may be cast in person or by proxy. All
proxies shall be in writing; shall specifically set forth the name
of the person voting by proxy, the name of the person authorized to
vote the proxy for them, the date the proxy was given, and the
date, time, and place of the meeting for which the proxy is given.
If a the proxy is for a limited purpose, the proxy shall set forth
those items in connection with which the holder of the proxy may
vote, the manner in which the vote is to be cast, and shall be
signed by the person entitled to vote. The proxy shall be filed
with the Secretary of the Association prior to or at the meeting at
which it is to be used, and shall only be effective for the
specific meeting for which originally given and any lawfully
adjourned meetings thereof. In no event shall any proxy be valid
for a period longer than ninety (90) days after the date of the
first meeting for which it was given. Every proxy shall be
revocable at any time at the pleasure of the person executing it.
Holders of proxies need not be Members. Where a Lot is owned by
more than one person or entity, the proxy must be signed by the
Voting Member. Where a Lot is owned by more than one person or
entity, and the owners have not designated one of themselves as the
Voting Member, a proxy must be signed by all owners in order to
designate a third person as proxy. Where a Lot is owned by a
corporation, partnership, or other entity, the proxy must be signed
by a duly authorized representative of such entity. When voting by
certified written ballot, no proxies will be allowed. Each member
should cast his or her vote as part of the written ballot
process.
2.5 Voting By Certified Written Ballot - All matters of the
Association requiring a vote of the Membership may be conducted by
certified written ballot. The Board of Directors has the
authorization to make the determination of whether the vote will be
by certified written ballot or by votes cast at a special or
regular meeting. All votes that the Board of Directors has
determined will be conducted by certified written ballot must be
sent to each Lot Owner a minimum of twenty-one (21) days prior to
the date by which the ballots are to be returned. Said notification
shall also indicate the date that the ballots will be mailed and
the date in which they must be returned. The voting must be done on
original ballots, signed by the Lot Owner(s), the Voting Member, or
the Lot Owner’s duly authorized representative, as the case may be.
The ballots shall be returned by mail or hand delivered to the
address on the certified written ballot. Ballots once received will
be saved unopened. The Association President shall appoint the
Secretary and two non-board Members to be present at the opening of
each ballot. Upon opening each ballot, the name and address of the
Lot Owner shall be verified by the Secretary with the Association
register and the individual ballot certified as complete or
incomplete. The Secretary shall verify that each ballot is on an
original ballot form and that only one vote per Member has been
received. Any ballots that appear to be non-certifiable will be set
aside and not included in the
8
vote unless they are needed to determine the outcome of a
balloting. In that event, the Lot Owners who sent in such ballots
will be called and additional clarification will be completed to
determine those ballots are valid. 2.6 Voting - At any meeting of
Members, each Lot Owner (Class A Member), subject to the provisions
of Paragraph 2.1 and 2.3 hereof, shall be entitled to cast one (1)
vote. Class B Members (Declarant) shall be entitled to cast three
(3) votes for each Lot owned. The vote of a Lot shall not be
divided as prescribed in the Declaration, Article V, Section
5.03.
2.7 Majority Vote - The acts approved by a majority of the Members
present or by proxy, or by certified written ballots delivered in
person or by U.S. mail at a meeting that a quorum shall have been
attained based on the total number of Members and proxies present
or the total number of certified written ballots that have been
received by the due date shall be binding upon all Members for all
purposes, except as otherwise provided by law, the Declaration, the
Certificate, or these Bylaws. A. Additional Assessment/Approval
Requirements – Not withstanding anything herein to the contrary,
for purposes of obtaining Membership approval of additional
assessments as may be required by the Declaration, Article VI,
Section 6.02, C (2), a quorum or majority is composed of fifty-one
percent (51%) of each class of members who are voting in person or
by proxy, at a meeting duly called for this purpose. B. Special
Assessments For Capital Improvements – In addition to annual
assessments as authorized above, additional assessments for capital
improvements and special assessments may only be approved by a vote
of two thirds (2/3) of the voters of each class of members as
prescribed by the Declaration, Article 6.02, D. C. Amendments to
Declaration/Bylaws – For the purpose of amending or changing the
Declaration or Bylaws, the affirmative vote of not less than
seventy-five (75%) of the Membership is required (rather than a
majority or quorum needed to call a meeting or to propose
amendments) as prescribed in the Declaration, Article 7, Section
7.01.
9
ANNUAL AND SPECIAL MEETINGS OF MEMBERSHIP
3.0 Annual Meeting - The annual meeting of the Membership shall be
held on the date, at the place, and at the time determined by the
Board of Directors from time to time, provided that there shall be
an annual Membership meeting every calendar year, and to the extent
possible, not later than twelve (12) months after the last annual
meeting. The purpose of the meeting shall be, except as provided
herein to the contrary, to transact any business authorized to be
transacted by the Members, or as stated in the notice of the
meeting of the Members in advance thereof. The place of the meeting
shall be located in the close proximity of the Development. 3.1
Special Meeting - Special meetings of the Members shall he held on
the date, at the place, and at the time determined by the Board of
Directors from time to time and may be called by the President or
by a majority vote of the Board of Directors and must be called by
the President or Secretary upon receipt of a written request from
one-fourth (1/4) of the Members. The business conducted at a
special meeting shall be limited to the purpose or purposes stated
in the notice of the meeting. 3.2 Notice of Meeting: Waiver of
Notice - Notice of all meetings of the Members, whether regular or
special, shall be given by the President, Vice President, or
Secretary of the Association, or in the absence of such Officers,
by any other Board Members to each Member unless such notice is
waived in writing. Such notice shall be written and shall state the
time, place, and purpose or purposes for which the meeting is
called. Such notice shall be posted in a manner and a location
clearly visible to all Members, such as a community bulletin board
or at the entrance to the Development, and hand delivered or mailed
to each Member not less than twenty (20) days nor more than sixty
(60) days prior to the date set for such meeting. Notice of a
meeting, if mailed, shall be deemed to be properly given when
deposited in the United States mail, first class, postage prepaid,
and addressed to the Member at his post office address as it
appears on the records of the Association. Notice of annual or
special meetings may be waived by Members before or after the
meeting and the attendance of any Member, or person authorized to
vote by proxy for such Member, shall constitute such Member's
waiver of notice of such meeting, except when their (or their
authorized proxy) is in attendance for the express purpose of
objecting at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called.
3.3 Adjourned Meeting - If any meeting of the Members cannot be
convened because a quorum is not present, the Members who are
present, either in person or by proxy, may adjourn the meeting from
time to time until a quorum is present. The Board of Directors will
then fix a new date for the adjourned meeting. Notice of the
adjourned meeting shall be given to each Member not less than (20)
days or more than sixty (60) days before the date of the
rescheduled meeting. If the required quorum is not present, another
meeting may be called subject to the same notice requirement.
Except as provided herein, proxies given for the adjourned meeting
shall be valid for newly rescheduled meetings, unless revoked. 3.4
Chairman - At a meeting of the Members, the President of the
Association shall preside. In the absence of the President, the
Vice -President of the Association shall preside.
10
3.5 Order of Business - The order of business at annual meetings of
the Members and, so far as practical, at any other meeting of the
Members, may be: A. Call to order by Chairman; B. Quorum
determination; C. Proof of notice of meeting or waiver of
notice;
D. Reading of minutes of prior meeting; E Reports of Officers,
Committees, F. Elections; G. Comments/discussion of Association
Members; H. Unfinished Business I. New Business; and J. Adjournment
3.6 Minutes of Meeting - The minutes of all meetings of the Members
shall be kept in a book available for inspection at any reasonable
time by Members or their representatives duly authorized in writing
and by Board Members.
11
BOARD OF DIRECTORS DUTIES
4.0 Duties & Responsibilities - It shall be the duty of the
Board of Directors to undertake all duties and responsibilities of
the Association as expressed in the Declaration, the Certificate,
and these Bylaws and to manage and conduct of the affairs of the
Association, except as expressly reserved to a vote of the
Membership. The Board shall have the obligation and duty, subject
to the restrictions of the Declaration, to perform for the benefit
of the Members any required maintenance of and improvements to the
Development. The Board shall adhere to and enforce all the
covenants, conditions, and restrictions contained in the
Declaration. 4.1 Eligibility / Restrictions - All Directors must be
Members of the Association in good standing. A good standing Member
is defined as a Member that is current with annual dues and
assessments and is compliance with the Declaration and these
Bylaws. Only one Member of each household residing in the
Development shall hold an office or be a member of the Board of
Directors. 4.2 Enumeration of the Board of Directors - The Board of
Directors shall consist of six (6) Board Members and Officers. The
Board will be comprised of a President, Vice President, Secretary,
Treasurer, and two (2) non-officer Directors. 4.3 President - The
President shall be the chief executive Officer of the Association.
He or she shall have all the duties usually vested in the office of
president of a homeowners association. The President shall be a
Member of the Board.
4.4 Vice-President - The Vice President shall, in the absence,
disability, or resignation of the President, exercise and perform
the duties of the President subject to the provisions of these
Bylaws or the Declaration. He or she shall also generally assist
the President, and perform such other duties as prescribed by the
Directors or the President. The Vice-President shall be a Member of
the Board. 4.5 Secretary - The Secretary shall record and maintain
minutes of all proceedings of the Directors and the Members. He or
she shall attend to the giving of all notices to the Members and
Directors and other notices required by law. He or she shall keep
the records of the Association, except those of the Treasurer. The
Secretary shall be a Member of the Board. 4.6 Treasurer - The
Treasurer shall have custody of all personal property of the
Association, including funds, securities, and evidences of
indebtedness. He or she shall keep books of account for the
Association in accordance with generally accepted accounting
practices, which, together with, substantiating papers, shall be
made available to the Board of Directors for examination at
reasonable times. He or she shall prepare and submit an annual
report and such other treasurer’s reports as required by the Board
of Directors at reasonable intervals and shall perform all other
duties incident to the office of Treasurer of a homeowners
association. The Treasurer shall maintain depositories at financial
institutions for the Association as approved and designated by the
majority of the Board of Directors.
12
4.7 Non-Officer Board Members - The non-officer Board Members shall
assist the Board Officers with the management of the Association,
accepting roles and assignments as directed by the Board President
and by resolution of the majority of the Board of Directors.
4.8 Compensation - No Officer or Director shall receive
compensation for serving in such capacity, provided, however, this
shall not be construed to preclude an Officer from serving the
Association (other than as a Director) and receiving compensation
therefore. The compensation of all employees of the Association
shall be fixed and approved by the Board of Directors. Board
Members or immediate members of their household may not enter into
contract or services for the Association unless approved by a
majority vote of the Membership. 4.9 Committees - The Board or the
Association as a whole may, by resolution, create other committees
as the Board shall deem advisable. Per Roberts Rules of Order, a
committee can do only what the organization asks it to do. It
cannot act independently of the organization. However, if a
committee originates an idea that it feels will benefit the group,
it can bring the idea to the full Board of Directors for
consideration.
4.10 Committee Restrictions - No committee, regardless of Board
resolution, may: A. Take any final action on matters which by the
Declaration requires Membership
approval;
B. Fill vacancies on the Board or any committee; C. Amend or repeal
these Bylaws or adopt new Bylaws; D. Amend or repeal any resolution
of the Board;
E. Create other committees of the Board;
F. Approve any transaction to which the Association is a party and
in which one or more Directors have a material financial
interest;
G. Not withstanding anything contained herein to the contrary, an
executive committee
or any other committee created by the Board of Directors shall not
have the power to determine the Common Expenses required for the
affairs of the Association.
H. Not determine the assessments payable by the Lot Owners to meet
the Common
Expenses. 4.11 No Liability - No Director, Officer, or any Member
acting in behalf of the Association or
the Board of Directors shall be liable to any owner or to any
person, firm, corporation, or other entity for any damages arising
from his or her performance or nonperformance of his or her duties
or function provided for herein, except for theft of Association
funds or property.
13
4.12 Association Correspondence – All correspondence of the
Association to entities outside the Membership must be reviewed and
signed by the President. Correspondence to the Membership must be
reviewed by the President but may be signed by the President or the
Board as a whole. Other Board Member signatures may appear with the
President, but only if the correspondence has been reviewed by
those Board Members whose names or positions on the Board have been
referenced in the correspondence.
14
MEETINGS OF THE BOARD OF DIRECTORS
5.0 Quorum - A majority of the Board of Directors of the
Association, duly qualified and holding the office of Director,
shall be required for, and shall constitute a quorum at all
meetings of the Board of Directors for the transaction of business,
except as otherwise provided by law, the Declaration, the
Certificate, or these Bylaws. 5.1 Membership Attendance of Board of
Director Meeting - Board meetings shall be open to all Members,
except meetings between the Board and the Association’s attorney to
discuss proposed or pending litigation where the contents of the
discussion would be governed by the attorney-client privilege. 5.2
Notice of Regular Board of Director Meeting to Membership - A
notice of each regular Board meeting shall be posted in a manner
and at a location clearly visible to all Members, such as a
community bulletin board, near the entrance to the Development or
on the Association’s web site, if available. The notice must be
posted at least seven (7) days before any Board meeting. 5.3 Voting
By Directors - On each issue which requires a vote of the Board,
each Board Member shall have one vote. A majority vote of a quorum
of Directors is required for approval of Association matters. In
case of a tie vote of the Directors, any Board Member may request
the matter be put to a vote of the entire Membership. The matter
shall then be put to a vote of the entire Membership in either a
regular or special meeting. Directors may not vote on Association
matters by proxy and may not vote by secret ballot, except when
electing officers. 5.4 Meeting Requirements - Meeting requirements
for Board of Directors also apply to meetings of any committee,
including the Architectural Committee of the Association.
5.5 Organizational Meeting - The organizational meeting of a newly
elected Board shall be held within twenty (20) days of their
election, at such time and at such place and upon such notice as
shall be fixed by the Directors.
5.6 Regular Meetings - Regular meetings of the Board may he held at
such time and place as shall be determined from time to time by a
majority of the Directors. It is suggested that meetings of the
Board be held monthly but no less than quarterly. Notice of regular
meetings shall be delivered to each Director, personally or by
mail, telephone, or electronic mail, at least five (5) days prior
to the date named for such meeting, unless notice is waived.
Waivers must be recorded in the Association records. 5.7 Special
Meetings - Special meetings of the Board may be called by the
President and must be called by the Secretary upon the written
request of the majority of the Members of the Board. Not less than
three (3) days notice of a special meeting shall be given to each
Director, personally or by mail, or electronic mail, which notice
shall state the time, place, and purpose(s)
15
of the meeting. Whatever reasonable notification method is used,
confirmation that each Board Member was made aware of the meeting
is required.
5.8 Waiver of Notice - Any Director may waive notice of a meeting
before or after the meeting, and such waiver shall be deemed
equivalent to the giving of notice. Attendance by any Director at a
meeting shall constitute a waiver of notice of such meeting, except
when his attendance is for the express purpose of objecting at the
beginning of the meeting to the transaction of business because the
meeting is not lawfully called.
5.9 Adjourned Meetings - If at any meeting of the Board of
Directors, there is less than a quorum present, the majority of
Directors present may adjourn the meeting from time to time until a
quorum is present.
5.10 Presiding Officer The presiding officer of the Board of
Directors meetings shall be the President of the Association. In
the absence of the President, the Vice-President will preside, or
in the absence of the Vice- President, the Directors present shall
designate one of their number to preside. 5.11 The Order of
Business at Directors Meetings Will Follow Robert Rules of
Order
5.12 Minutes of Meetings - The minutes of all meetings of the Board
of Directors shall be kept in a book available for inspection at
any reasonable time by Members or their representatives duly
authorized in writing and by Board Members. Each Director's vote or
abstention on each issue must be recorded in the minutes so the
Members are afforded the opportunity to inspect the voting history
of Directors. 5.13 Place of Meetings - Not withstanding anything
contained herein to the contrary, any meeting of the Directors may
be held at any place determined by the Board within the city limits
of Choctaw, Oklahoma or an area within Oklahoma County, Oklahoma
within a radius of five (5) miles of the Development.
16
ELECTION OF THE BOARD OF DIRECTORS
6.0 Nominating Procedures – Nominations for the Board of Directors
are open to any Member and must be submitted in writing to the
Board of Directors not less then thirty (30) days prior to the
election. The Board Secretary shall mail to all Members, a form
upon which each Member shall be entitled to nominate one person for
each Director position. Nomination ballots will be prepared
indicating the rules for the nominations. The nomination form shall
be returned to the Association Secretary no less than fifteen days
(15) prior to the election. Forms received after this deadline
shall be null and void. The nomination form shall be returned to
the Board Secretary and shall be sealed. The Secretary will meet
with the Board to verify the authenticity of the nominations to
insure they are representative of the nomination ballots sent to
the Membership. 6.1 Election Procedures – After the required date
in which the nomination forms are due, the Board Secretary and one
Board Member will compile the nominations and the Board Secretary
shall mail each Member a ballot. The ballots will contain the names
of each nominee for the Board of Directors and appropriate spaces
for write-in votes. Each Member shall be entitled to vote for one
person for each Director position. Except as addressed in the
Declaration, there shall be no cumulative voting. The ballot or
official ballot envelope shall be signed and dated by the Member.
The Board Officers will nominate three (3) Members (other than
current Board Members or Members appearing on the ballot) to assist
the Secretary in tallying the votes at the annual meeting. The
three (3) Members and the Secretary will be designated as the
“Election Board.” The ballots will remain unopened and tallied upon
a joint meeting of the members of the Election Board. The ballot
shall not be counted unless it is properly signed and dated. The
Directors shall be elected by a plurality of the Membership (the
winning candidate must receive the most votes but not necessarily
the majority of those cast).
6.2 Recall of Board Member During Annual Meeting - Any member of
the Board may be recalled and removed from office with or without
cause by the vote of a majority of all Members of the Association.
The recall will be effective immediately and the recalled Member or
Members of the Board shall turn over to the Board any and all
records of the Association in their possession within seventy-two
(72) hours after the removal. A successor may then be elected to
fill the vacancy created in accordance with the provisions of this
Article VI. Should the Membership at such meeting, having removed
any Directors from office, then fail to elect a successor as such
meeting, the Board shall fill the vacancy by a special election and
vote of the Membership as outlined in these Bylaws. 6.3 Recall of
Board Member By Special Meeting - A special meeting of the Members
to recall a Member or Members of the Board may be called in
accordance with the provisions of Section 3.1. 6.4 Election of
Board Member Resulting From Recall - If a Board of Director office
is vacated as a result of a recall of the Membership, the vacancy
may only be filled by a vote of the Members, rather than an
appointee by the Board of Directors.
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6.5 Vacancies - If the office of any Director becomes vacant by
reason of death, resignation, retirement, disqualification, or
otherwise (other than removal), the majority of the remaining
Directors shall choose a successor who shall hold office for up to
ninety (90) days or the remainder of the current term of office,
whichever occurs first. The Board, before the end of the 90 day
period, shall call a special meeting of the Membership or otherwise
hold an election to fill the vacant Board position. . Nomination
for vacant positions may be solicited in the same manner that is
outlined in this Article VI, above, for the annual election.
Nominations for the replacement of a Board Member may come from the
Membership by written nomination or from the floor at a Special
Membership meeting, called for the purpose of filling the vacant
position. 6.6 Resignations - Any Director may resign at any time by
sending a written notice of such resignation to the office of the
Association, addressed to the President or Secretary. In the event
the President resigns, a written notice from the resigning
President will be sent to the Vice- President or Secretary. The
acceptance of a resignation shall not be required to make it
effective.
6.7 Interim Procedures For Vacancies of the President &
Vice-President - When the office of the President is vacated for
any reason other than removal by the Membership, the Vice-
President will assume the office of President for the interim prior
to the election of a new Board Member. Upon the vacancy of the
President, the Board, by majority vote, may appoint an existing
Board member to serve as Vice-President for the interim period
prior to the annual election. Vacancies created by a Board Member
assuming the position of Vice-President shall be filled in the
manner provided for in this Article VI.
6.8 Involuntary Resignations - Any Director found to be in
violation of the Declaration shall be notified of such violation
and must remedy such violation within 30 days after notice. If
after thirty (30) days the violation is not corrected, the
violation will constitute an involuntary resignation from the Board
of Directors. The removal action must be accomplished by a majority
vote by the Board of Directors. The vote and the violation or
violations leading to the removal will be recorded in the minutes
of the meeting and become a record of the Association.
Commencing with the organizational meeting of any newly elected
Board of Directors, four (4) consecutive absences, unless expressly
excused by resolution of the Board, shall automatically constitute
an involuntary resignation from the Board of Directors. No Member
shall continue to serve on the Board should they become more than
ninety (90) days delinquent in the payment of any Assessment. Such
delinquency shall automatically constitute an involuntary
resignation from the Board.
6.9 Term Of Office – Except as provided herein to the contrary, the
term of each Director's service shall be for two years and shall
not extend in excess of two terms of two years in the same office.
The term shall extend until the next annual election for that
Director’s office until his successor is duly elected and has taken
office or until he or she is removed in the manner elsewhere
provided herein. However, a member of the Board of Directors may
hold an office in which they have not held for the previous two
year period if duly elected. Board elections are to occur no more
than twelve (12) months after the previous regular Board
elections.
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6.10 Staggering of Board Terms (Initial Election under Bylaws) -
Immediately upon approval of the bylaws by the Membership, an
initial election will be held to fill three of the six Board of
Directors’ positions. These initial election positions will consist
of the President, the Vice President and one member position. The
newly elected Board positions will serve for a term of two years.
The remaining Board positions consisting of the Treasurer,
Secretary and one member position will remain filled by the
incumbent for a period of one year or until the next regular Board
election is held. If any additional vacancies exist in the
positions not scheduled for election at the time of the initial
election, they shall be filled by accepting nominations from the
floor and by a majority vote by the membership present in the
regular election meeting. The term of the Board position filled in
this manner will be one year or until the next regular Board
election is held. The intent of this provision is to stagger the
elections and elect three board positions each year.
6.11 Waiver of Term Limits - The Board may waive the two term limit
or the two year limit in the same office of an incumbent if no
other candidates are nominated or volunteer to run for office or
offices of the Board of Directors.
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FISCAL MANAGEMENT OF ASSOCIATION
7.0 Fiscal Management - The fiscal management of the Association
shall be managed and monitored by the Board of Directors as
described in the Declaration and these Bylaws. 7.1 Budget - The
Board of Directors shall from time to time and at least annually,
prepare a budget for the Association, determine the amount of
Assessments payable by the Members to meet the Common Expenses, and
allocate and assess such expenses among the Members in accordance
with the provisions of the Declaration. In addition to annual
operating expenses, the budget shall include reserve accounts for
capital expenditures and deferred maintenance. The purposes of such
accounts shall include, but not be limited to, periodic
maintenance, repair, improvements to and replacement of the Common
Areas and improvements thereto and all other property which the
Association is obligated to maintain. All Members will be provided
up to three copies of the budget upon request. All requests for
more than three (3) copies of the budget in a fiscal year must be
reviewed by the Board. The Board may charge a copying fee for any
requests over three (3). The Association budget shall also be
posted on the Association’s website, if available. 7.2 Assessments
– The cost of Common Expenses shall be assessed against the Members
in the proportions or percentages provided in the Declaration. For
each year, the Association shall fix the amount and the due date of
the Annual Assessment. Initially, the Annual Assessment shall be
payable in one Annual installment. The Board shall notify the Lot
Owners of the amount and the date in which the Assessments are
payable and the place of payment. The Board may authorize payment
of Assessments on an installment basis, payable in advance on the
first day of each portion of the year for which the Assessments are
made. If Assessments are not made as required, Assessments shall be
presumed to have been made in the amount of the last prior
Assessment, other than provided in the Declaration, and such
Assessments shall continue to be due until changed by amended
Assessments. In the event the Assessments prove to be insufficient,
the budget and Assessments may be amended at any time by a majority
vote of the Membership. Unpaid Assessments for the remaining
portion of the fiscal year for which amended Assessments are made
shall be payable within thirty (30) days of the approval of the
amended Assessments. Special Assessments, should such be deemed
necessary by the Board, shall be levied in the same manner as
herein before provided for annual Assessments, and shall be payable
in the manner determined by the Board Membership approval for
Special Assessments for Capital Improvements a vote is required and
such Assessments must be approved by two-thirds (2/3) of the voters
of each class who are present or by proxy at a meeting duly called
for this purpose, per the Declaration, Article VI, Section 6.02, D.
7.3 Depository Withdrawals The funds of the Association shall be
deposited at such financial institutions as shall be designated
from time to time by the Board of Directors. Withdrawal of monies
from such accounts shall only be by check signed by the Treasurer
and President or two (2) other Board Members as authorized by the
majority of the Board of Directors. Association utility bill
payments maybe disbursed by automatic electronic payment. Should
the Association employ a management firm or managing agent in which
their duties entail disbursement and
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management of Association funds, the Association’s contract with
the management entity will supersede this provision. 7.4 Audit –
The Board of Directors shall cause an audit of the accounts of the
Association to be conducted at least annually. A copy of the annual
audit will be provided to any Association Member within thirty (30)
days after its completion upon request. The required annual audit
shall be conducted by a Certified Public Accountant (CPA).
Appointment of the CPA should be conducted as prescribed for any
other services as provided for in these Bylaws and be approved by
the majority of the Board of Directors. A copy of the latest
financial audit will be posted on the Association’s website, if
available.
7.5 Operating & Reserve Accounts - The Board shall establish
both an operating account and a reserve account.
1. The operating account will be used for all expenditures incurred
on a regular basis such as monthly utilities, landscape services,
and other expenses known to be reoccurring when assessments were
made for the annual operating budget.
2. Reserve accounts will be utilized for funds received in the
annual assessments that
might be in excess of those monies projected in the annual budget
to meet normal operating expenses. Reserve accounts will be used to
maintain funds that were obtained from the Membership as a result
of a special assessment. Reserve accounts will be set aside to
defray future repairs, replacements, or additions to those major
components which the Association is obligated to maintain. Reserve
accounts will also be utilized to meet the cost of Membership
approved improvements to Common Areas or other projects approved by
the Membership.
7.6 Fidelity Bonds, Proviso - Fidelity bonds may be required by the
Board from all Directors, Officers, employees, and agents of the
Association handling, controlling, disbursing, or otherwise
responsible for the Association's funds, and from any contractor
handling or responsible for the Association's funds. The amount of
such bonds shall be determined by the Board of Directors, in
accordance with the provisions of the Declaration.
7.7 Fiscal Year - The fiscal year of the Association shall begin on
the 1st day of July and end on the 30th day June of each year. 7.8
Acceleration of Installment Payments - If a Member shall be in
default in the payment of an installment upon any Assessment, the
Board may accelerate the remaining installments for the fiscal year
upon notice thereof to the Member and, thereupon, the unpaid
balance of the Assessment shall become due upon the date stated in
the notice, but not less than ten (10) days after the delivery of
or the mailing of such notice to the Lot Owner. 7.9 Accounting
Records and Report - The Association shall maintain accounting
records in the State of Oklahoma, according to the generally
accepted accounting principals, consistently applied. The records
shall be open to inspection by Members and institutional mortgagees
or their representatives duly authorized in writing at reasonable
times. The Association must prepare an annual financial report
within thirty (30) days after the close of the fiscal year.
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7.10 Application of Payment All payments made by Members shall be
applied as provided in these Bylaws and in the Declaration or as
otherwise determined by the Board of Directors. 7.11 Roster of
Members The Association Secretary shall keep a Membership book
containing the name and address of each Member. The Association
shall maintain such information. The Association may rely upon the
accuracy of such information for all purposes until notified in
writing of changes therein as provided above. Only Members of
record on the date notice of any meeting requiring their vote is
given, shall be entitled to notice of and to vote at such meeting,
unless prior to such meeting a Member shall produce adequate
evidence of their interest and shall waive in writing notice of
such meeting. The roster will also contain the status of each Lot
Owner’s account.
7.12 Tax Election - The Association shall, through officers
designated by the Board of Directors, file the necessary annual
election to become a "homeowners association" as defined in the
Internal Revenue Code of 1986, Section 528, or similar provisions
of corresponding law subsequently enacted, exempt from income tax
as therein provided. The Association shall be operated at all times
to maintain its eligibility for tax-exempt status. 7.13 Insurance -
The Board of Directors shall procure the appropriate insurance
coverage necessary to adequately insure the Common Areas and any
other properties of the Association. Policies should include
adequate coverage for any condition that might lead to loss of
property or that might present a liability for the Association.
Specific requirements are set forth in the Declaration, Article V,
Section 5.04, H. 7.14 Contracts - The Association by direction of
the Board of Directors may enter into contract with necessary
agents in order to maintain the Common Areas and subsequent
responsibilities that may be encountered by the Association. The
solicitation of these agents will be set forth in the following
manner: A. The Board, by majority vote, may elect one (1) Board
Member to serve as Contract
Officer who will supervise the solicitation of vendors to perform
the necessary actions as required. Or, such a position may be
appointed as prescribed in accordance with these Bylaws.
B. The Contract Officer may appoint other Board Members or any
Members to assist in
the solicitation. C. The Contract Officer will prepare a detailed
statement of the goods and/or services to
be obtained pursuant to the contract. The statement, at a minimum,
must contain a detailed and specific description of services to be
rendered/goods to be received, the duration, the frequency, and the
intervals for payment.
D. The Contract Officer, or his or her appointees, will submit the
statement of work to the Board of Directors for review prior to
vendor solicitation beginning. The Board by majority vote, will
approve, disapprove, or recommend additions or changes to the
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Contract Officer or his or her designate as required prior to the
solicitation of the contract.
E. Upon approval by the majority of the Board of Directors, the
Contract Officer will
solicit a minimum of three (3) vendors to submit their respective
bids. F. Upon receipt of the bids and conditions provided by the
vendors, the Contract Officer
will provide the Board of Directors with the results of his or her
search. G. The Board will review the submissions and by a majority
vote select one of the
vendor candidates. If the results of the search are inconclusive or
if the Board, at its discretion, does not believe that required
specifications were met, it may recommend that the Contract
Officer, continue the search.
H. All voting of the Board of Directors for approval or disapproval
of all contracts must
be recorded in the Association records and/or the minutes of the
Board of Directors meetings. All contracts will remain on file in
the Association records for seven (7) years.
I. Board Officers or Board Members may not enter into contract or
obtain services on
behalf of the Association without approval of the majority of the
Board of Directors as outlined above.
7.15 Capital Improvements/ Expenditures - Capital expenditures are
those expenses defined as other than the normal annual operating
expenses incurred by the Association greater than one thousand
dollars ($1,000.00). Capital expenditures shall be deemed to
include the repair, replacement, or improvement of the major
components owned by the Association or for items in which the
Association utilizes for the common use of Members. Funds for
capital expenditures will be derived from reserve fund accounts
that were established for specific projects by special assessment
or from excess funds derived from the Annual Assessments.
Regardless of whether the funds are readily available or whether
the funds are raised as a result of a special assessment, the
purpose for the use of the funds for any capital expenditure, must
be approved by a vote of two-thirds (2/3rds) of the voters of each
class of members who are, voting in person or by proxy at a meeting
duly called for this purpose. Declaration, Article VI, Section
6.02, D.
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MEMBERS
8.0 Responsibilities Of The Board Of Directors - The Board of
Directors will be responsible for reviewing and documenting
complaints of violations of the Declaration presented to them by
Members. In addition, Board Members may conduct visual inspections
of the Development to insure compliance with the Declaration and
institute actions to correct violations when found, even in the
absence of a Member complaint. 8.1 Method Of Reporting Complaints -
Members shall present their complaints or suggestions utilizing the
Quail Hollow Input Form. The form will be available via the
Association’s web site, if available, or may be obtained by
contacting a Board Member. The form should include the address of
the suspected violation and the specific provision of the
Declaration that the complainant believes to be violated and shall
be signed by the complainant. The Quail Hollow Input Form may be
amended or changed, as necessary by a majority vote of the Board of
Directors or the majority vote of the Membership or the Developer.
8.2 Right & Obligation of Enforcement - The Association shall
have the right and obligation to initiate legal proceedings to
enforce compliance with the Declaration. The Association, through
its Board of Directors, must take whatever action necessary to
enforce the Declaration. 8.3 Enforcement of CC&R’s - Should the
owner or tenant of any Lot violate any of the restrictive covenants
or conditions of the Declaration, and thereafter refuse to correct
same and to abide by said restrictions and conditions contained in
the Declaration, after reasonable notice, the Association, through
its Board of Directors may institute legal proceedings to enjoin,
abate, or correct such violations. The Lot Owner permitting the
violation of such restrictions or conditions shall pay attorney
fees incurred by the Association in instituting such legal
proceedings to maintain and enforce the aforesaid restrictions and
conditions. Said attorney fees, court costs, and other expenses
allowed and assessed by the court, for the aforesaid violation or
violations, if not paid, shall become a lien upon the land, as of
the date of the legal proceedings are originally instituted and
said lien shall be subject to foreclosure in such action, so
brought to enforce such restrictions, in the same manner as liens
on real estate, the procedure as is fixed by statute. 8.4 Actions
for the Board of Directors - All complaints shall be reviewed by
the Board (see note below), to determine if the complaint is valid.
Validation of the complaint will be accomplished through the
following procedure:
A. The Board shall determine the specific provision of the
Declaration that is being
violated. B. Upon determining the complaint to be valid, the Board
will assign a Board Member
to investigate the violation. The assigned Board Member will
investigate the complaint by visual inspecting the Lot to validate
the complaint. The Board Member
24
shall provide pictures and any other supporting data to the Board
of Directors to substantiate the complaint.
C. After review of the Board Member’s investigation and validating
the complaint to be
a true violation of the Declaration, the President will instruct
the Association Secretary to mail a certified letter of notice to
the Lot Owner notifying it of the violation. The letter should
include any and all documentation that determined the violation to
be valid. At a minimum, the notice should contain the specific
violation or violations of the Declaration, a copy of specific
provision from the Declaration, supporting photographs, and any
suggestions that might assist the owner in correcting the
violation. Also, a point of contact from the Board of Directors
shall be provided to answer any questions the Lot Owner might have
concerning the complaint. The Lot Owner shall have thirty (30) days
to correct the violation. Notice pursuant to this Section shall be
deemed to be given when placed in the U.S. Mail as certified
mail.
D. At the end of the thirty (30) day period the Board Member or
Members who were
initially appointed to investigate the complaint will inspect the
Lot to ensure that compliance was accomplished. Upon completion of
their inspection, the Board Member will report their results to the
Board as a whole. If the violation continues to exist, the Board
will call a special meeting of all the Board of Directors for the
purpose of reviewing the complaint and initiating legal action
against the Lot Owner to correct the violation. Any legal action
taken by the Association must be authorized by majority vote of the
Board of Directors Upon proper authorization of legal action, the
Secretary shall mail a second certified letter to the violating Lot
Owner. The second letter will notify the owner that legal action
will be taken by the Association in accordance with Article VII,
Section 7.02 A of the Declaration.
The second letter will also include notification to the owner that
the legal action will
begin as early as seven (7) days after issuance of that letter. All
correspondence issued to the violators or their representatives
will be signed by
the Board as a whole. E. Within seven (7) days of the completion of
the Board review and the second (2nd)
notice to the violating Lot Owner, the President shall obtain legal
counsel to initiate the action
Note: The Board may designate, elect, or appoint non-officer Board
Members to act as substitutes for the President and Vice-President
in connection with the above outlined procedure. However, there
shall be no deviation from the authority the Board Members will
exercise or the procedures they will follow.
8.5 Lot Owner Appeals - Lot Owners may appeal charges of
Declaration violations to the Board of Directors. The Lot Owner
will be given the opportunity to be heard orally or in writing not
less than five (5) days before Board takes any action against the
Lot Owner. However, the Board will only be allowed to issue
temporary extensions to the deadlines in those instances where the
Lot Owner shows conclusive evidence that the violation will be
corrected and that
25
corrective action will occur if additional time is granted. Those
extensions may only be granted in the event that circumstances
warrant a delay; provided that no extension may be granted for a
period longer than thirty (30) additional days from the initial
deadline for correction of the violations. The Board of Directors
may not rescind the notice for compliance unless the Lot Owner can
offer evidence that the violation was issued in error. 8.6
Liability of Lot Owners - All Members shall be liable in regard to
the Common Areas for the expense of any maintenance, repair, or
replacement rendered necessary by his act, neglect, or carelessness
or by that of any member of his family, or his or their guests,
invitees, employees, agents, or lessees, but only to the extent
that such expense is not met by the proceeds of insurance carried
by the Association. Such liability shall include any increase in
insurance rates occasioned by such act, neglect, or carelessness.
Nothing herein shall be construed to modify any waiver of
subrogation by the Association or any insurance company. The
expense of any maintenance, repair, or replacement required, as
provided herein, shall be charged to said Member as a specific
item, which shall be a lien against said Member’s Lot with the same
force and effect as if the charge was a part of the Common Expenses
attributable to such Member. 8.7 No Waiver - The failure of the
Association or of a Member to enforce any right, provision,
covenant, or condition, which may be granted by any of the
provisions of any of the Certificate, Declaration, or in these
Bylaws, as amended, shall not constitute a waiver of the right of
the Association or Member to enforce such right, provision,
covenant, or condition in the future. 8.8 Default in Payment of any
Assessments: Lien - In case of a default by a Member in the payment
of any Assessment, the Association shall have all rights and
remedies as set forth in the Declaration, and in addition, all
rights and remedies as provided law. The liability of the Member
shall include reasonable attorneys' fees and court costs incurred
by the Association incident to the collection of such Assessment or
the enforcement of any lien.
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HOMEOWNER INPUT FORM
Please utilize this form whenever you have a suggestion, question
or comment for the Board of Directors or if you have a concern
about a possible neighborhood covenant, condition or restriction
(CC&R) violation. Mail to: Quail Hollow Homeowners Association
14400 SE 29th Street Choctaw, OK 73020.
Please type or print legibly.
Suggestion, Question or Comment:
Contact Information (Optional):
Your Name: _________________________ Address:
____________________________ Contact Number (Should we need to
contact you about above matter): _____________________
Quail Hollow Form 1 (SCF-1)
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AMENDMENTS TO BYLAWS
9.0 Amendments to Bylaws These Bylaws may only be altered, amended,
or rescinded in the following manner: A resolution adopting a
proposed amendment to these Bylaws may be proposed either by
resolution of the majority the Board of Directors, or by fifty
(51%) percent or more of the Members, whether meeting as Members or
by instrument in writing signed by them. Upon any amendment or
amendments to these Bylaws being proposed by said Board of
Directors or Members, such proposed amendment or amendments shall
be transmitted to the President of the Association or other Officer
of the Association in the absence of the President, who shall
thereupon call a special meeting of the Members of the Association
for a date not sooner than twenty (20) days nor later than sixty
(60) days from receipt by the President or a Board Member, of the
proposed amendment or amendments. It shall be the duty of the
Secretary to give each Member written or printed notice of such
special meeting, stating the time and place thereof, and describing
or reciting the proposed amendment or amendments which notice shall
be mailed not less than fourteen (14) days nor more than thirty
(30) days before the date set for such special meeting. If mailed,
such notice shall be deemed to be properly given when deposited in
the United States mail, addressed to the Member at his post office
address as it appears on the records of the Association, the
postage therein being prepaid. Any Member may, by written waiver of
notice signed by such Member, waive such notice, and such waiver,
when filed in the records of the Association, whether before or
after the holding of the meeting, shall be deemed equivalent to the
giving of such notice to such Member. At such meeting, the
amendment or amendments proposed must be approved by not less than
seventy-five percent (75%) of Lot Owners (Article VII, Section 7.01
of the Declaration) in order for such amendment or amendments to
become effective. Thereupon, such amendment or amendments shall be
transcribed and certified by the President and Secretary of the
Association as having been duly adopted. Thereafter, a copy of said
amendment or amendments shall be delivered to all Members but
delivery of a copy thereof shall not be a condition precedent to
the effectiveness of such amendment or amendments. At any meeting
held to consider such amendment or amendments, the written vote of
any Member who is not in attendance at such meeting or represented
there by proxy, provided such written vote is delivered to the
Secretary of the Association at or prior to such meeting is
valid.
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ARTICLE X
ARCHITECTURAL COMMITTEE
10.0 Architectural Committee - The Architectural Committee shall
initially be comprised of three (3) members. A majority vote of the
Board of Directors will determine the number of Committee Members.
The Committee Members will meet as necessary to consider, approve,
or disapprove proposals or plans submitted by Members in accordance
with the Declaration, Article IV, Section 4.01. A vote of the
majority of the Architectural Committee Members will constitute an
act by the Architectural Committee. All judgments shall be
consistent with the spirit of the Declaration and shall not
discriminate among the Membership. 10.1 Rules - The Architectural
Committee shall be governed by all rules, restrictions, and
guidelines as prescribed in the Declaration. In addition, all the
rules prescribed in the document entitled, QUAIL HOLLOW
ARCHITECTURAL COMMITTEE RULES, and filed in Oklahoma County, shall
be adhered to, and followed by the Architectural Committee unless a
change is made in accordance to Article X, 10.4. 10.2 Election of
Architectural Committee - Two of the positions will be filled by
two (2) non- officer Board of Director Members, one of which will
serve as Chairman and be appointed by the majority of the Board of
Directors. The remaining member(s) will be nominated and elected by
the Membership (as prescribed for other elections). The term of
office will not exceed one (1) year. 10.3 Records - Minutes of all
meetings and voting of the Architectural Committee shall be
recorded and filed with the Association Secretary and be kept in
Association records. 10.4 Amendments/Changes to Architectural
Committee Rules - Any changes to the Architectural Committee Rules
or guidelines as prescribed by the Declaration or the QUAIL HOLLOW
ARCHITECTURAL COMMITTTEE RULES may only be accomplished in the
manner outlined in the Declaration, Article VII, Section 7.03.
Note: Any reference to rules or procedures concerning the Quail
Hollow Architectural
Committee are reserved pending the transfer of those
responsibilities from the Declarant to the
Quail Hollow Homeowners Association.
Please submit requests for Architectural Committee Review on Quail
Hollow Form Request for
Architectural Committee Review.
10.5 Request For Architectural Committee Review – All requests for
any review by the Architectural Committee must be submitted in
writing to the Association. A “Request for Architectural Review”
form will be available via the Association’s website, if available,
or may be provided by contacting a Board Member. The Request for
Architectural Review Form may be amended or changed, as necessary,
by a majority vote of the Board of Directors or a majority vote of
the Membership.
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REQUEST FOR ARCHITECTURAL COMMITTEE REVIEW
Please use this form to submit a request for construction or
changes to the Quail Hollow Architectural Committee as provided in
the Declaration and Bylaws. Along with this form, please submit
supporting documentation including drawings, prints and photographs
when available. Please make sure your comments are legible. Mail
request to: Quail Hollow Homeowners Association 14400 SE 29th
Street Choctaw OK. 73020
Name: ______________________ Address of Project:
______________________________ Type of Project or
Construction:
Fence ___ Addition to Existing Structure ___ Storage Building ___
Other ___ Description of Project / Construction:
_____________________________________________
(Continue on back or use additional pages if necessary)
APPROVED _____ DISAPPROVED _____
_______________________ ________________________
________________________ (Member) (Member) (Member)
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MISCELLANEOUS
11.0 Severability - Should any of the provisions contained herein
(or portion thereof) be void or become unenforceable at law of
equity, the remaining provisions of this instrument shall remain in
full force and effect. 11.1 Conflicts - If any irreconcilable
conflict should exist, or hereafter arise, with respect to the
interpretation of these Bylaws and the Declaration or the
Certificate, the provisions of the Declaration shall prevail.
11.2 Parliamentary Rules - Roberts Rules of Order (latest edition)
shall govern the conduct of the Association proceedings when not in
conflict with the Certificate, Declaration, Bylaws of this
Association, as amended, or the laws of the State of Oklahoma. 11.3
Quail Hollow Input Form
11.4 Quail Hollow Request for Architectural Review Form
31
HOMEOWNER INPUT FORM
Please utilize this form whenever you have a suggestion, question
or comment for the Board of Directors or if you have a concern
about a possible neighborhood covenant, condition or restriction
(CC&R) violation. Mail to: Quail Hollow Homeowners Association
14400 SE 29th Street Choctaw, OK 73020.
Please type or print legibly.
Suggestion, Question or Comment:
Contact Information (Optional):
Your Name: _________________________ Address:
____________________________ Contact Number (Should we need to
contact you about above matter): _____________________
Quail Hollow Form 1 (SCF-1)
QUAIL HOLLOW
REQUEST FOR ARCHITECTURAL COMMITTEE REVIEW
Please use this form to submit a request for construction or
changes to the Quail Hollow Architectural Committee as provided in
the Declaration and Bylaws. Along with this form, please submit
supporting documentation including drawings, prints and photographs
when available. Please make sure your comments are legible. Mail
request to: Quail Hollow Homeowners Association 14400 SE 29th
Street Choctaw OK. 73020
Name: ______________________ Address of Project:
______________________________ Type of Project or
Construction:
Fence ___ Addition to Existing Structure ___ Storage Building ___
Other ___ Description of Project / Construction:
_____________________________________________
(Continue on back or use additional pages if necessary)
APPROVED _____ DISAPPROVED _____
_______________________ ________________________
________________________ (Member) (Member) (Member)
33
CERTIFICATION OF BYLAWS
The foregoing were adopted as the Bylaws of QUAIL HOLLOW
HOMEOWNERS
ASSOCIATION, INC., a corporation not for profit established under
the laws of the State of Oklahoma at a meeting of the Board of
Directors on the ____ day of ____________ , 2005.
QUAIL HOLLOW HOMEOWNERS ASSOCIATION, INC.
President ________________________________ Vice- President
____________________________ Secretary
_________________________________ Treasurer
_________________________________ Board Member 1
__________________________ Board Member 2
__________________________
QUAIL HOLLOW LOT OWNER: