NAME AND LOCATION: The name of the corporation is HOLLEY MOUNTAINPROPERTY OWNERS’ ASSOCIATION, Inc., hereinafter referred to as the “Association.” The principal office of the corporation shall be located at Holley Mountain Airport, County Road #93, Holley Mountain, Clinton, Arkansas 72031, but the meetings of members and directors may be held at such places within the State of Arkansas, County of Van Buren, as may be designated by the Board of Directors.
SECTION 1: “Association” shall mean and refer to HOLLEY MOUNTAIN PROPERTYOWNERS’ ASSOCIATION, Inc., its successors and assigns.
SECTION 2: “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, filed and appearing as a matter of public record in the Office of the Van Buren County Recorder, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
SECTION 3: “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owners.
SECTION 4: “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties with the exception of the Common Area.
SECTION 5: “Owner(s)” shall mean and refer to the record owner, whether one or more persons or entities, of any Lot, in fee simple title, which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
SECTION 6: “Declarent” shall mean and refer to HOLLEY MOUNTAIN Property OWNERS’Association, Inc.
SECTION 7: “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded in the office of Van Buren County Recorder, and on file at the offices of the HOLLEY MOUNTAIN Property OWNERS’ Association, Inc.
SECTION 8: “Member” shall mean and refer to those persons entitled to membership by virtue of ownership of one or more Lots in the Properties in fee simple.
Meeting of Members
SECTION 1: Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the such day of the same month of each year thereafter, at the hour as may be set by the Board of Directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
SECTION 2: Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of the total membership entitled to vote.
SECTION 3: Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary, or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 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 purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of 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 (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these By-Laws. Each lot, regardless of the number of owners of such Lot shall have one vote. In the event of ownership of multiple Lots by one “owner,” such “owner” shall be entitled to only one vote regardless of the number of Lots owned. There shall be no cumulative voting.
If a 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 foresaid 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.
SECTION 6: In every notice of a meeting of the members where an election of the Board is to take place there shall be listed the full name, address and telephone number of each incumbent member of the Board of Directors together with the expiration date of the term of office for each. In cases where there are candidates for election to any director position, the full name, address and telephone number of each candidate nominated by the Nominating Committee or by write in nomination shall be listed.
Board of Directors: Selection: Term of Office
SECTION 1: Number. The affairs of this Association shall be managed by a board of five (5) directors, each of who shall be a property owner and member of the Association.
SECTION 2: Term of Office. Each member shall be elected to a term of office of three years. The directors shall be assigned a term of office that is staggered in such a manner as to provide that no more than two directorships shall be up for election in any year.
SECTION 3: Removal. Any director may be removed from the Board for cause, after notice and opportunity to be heard in person or by appointed representative. Removal shall be by a majority vote of the members of the Association at any regular meeting at which such removal is an agenda item, or at a Special Meeting of the members called for purposes of conducting a hearing and voting on the proposed removal . In the event the director is accused of misconduct which implicates reputation, moral turpitude or misconduct which if true could be criminal, then in that event, the director shall have the election of proceeding by a contested hearing before a neutral hearing examiner whose decision shall be final, rather than a hearing at a membership meeting. In the event of death, resignation or removal of a director, his success 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 shall be reimbursed for approved expenses, and may be reimbursed for actual expenses incurred in the performance of 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 written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Nominations and Elections of Directors
SECTION 1: Nominations: A Nominating Committee shall make Nomination for election to the Board of Directors. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members.
Meetings of the Board of Directors
SECTION 1: Regular Meetings. Regular meetings of the Board of Directors shall be held monthly after reasonable notice, at such 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 may be held at the same time on the next closest day upon which the members of the board shall agree which is not a legal holiday.
SECTION 2: Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than three (3) days notice to each director.
SECTION 3: Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.
Powers and Duties
SECTION 1: Powers. The Board of Directors shall have those powers granted under law, specifically including, but not limited to the following powers and duties.
(A) The Board of Directors shall promulgate and publish reasonable rules and regulations governing the use of the Common areas and facilities, rules and regulations governing the implementation of policies and procedures mandated or made permissive by the Covenants and Restrictions, Articles of Incorporation and By-Laws of the Holley Mountain Property Owners’ Association, Inc. The Board may, but is not required to, establish penalties for the infraction thereof. Neither the Association nor the Board of Directors shall have authority to seek to or attempt to regulate any rights members have on their own property, or to regulate the conduct of any member or guest while on the member’s property, however, property owners shall at all times be responsible to the Association for their conduct and the conduct of their guests and shall not tolerate any nuisance to be created, criminal behavior, or other conduct detrimental to the safety of aircraft operations or the property rights and safety of other owners and their guests.
(B) The Board of Directors may suspend the voting rights and right to use of the recreational facilities of the members during any period in which such member shall be in default in the payment of any dues or assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for each infraction of published rules and regulations.
(C) The Board of Directors shall have authority to exercise on behalf of 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, the Declaration or the laws of the United States or the State of Arkansas.
(D) The Board of Directors shall have the authority to 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) The Board of Directors shall have the authority to employ a manager, an independent contractor, or such other employees, as deemed necessary, and to prescribe their duties.
SECTION 2: Duties. The Board of Directors shall have the following specific duties which shall be kept up to date and reported to the membership as may be needed but not less than once a year at the annual meeting of members.
(A) The Board of Directors shall be responsible for the management of the affairs of the Association and cause to be kept a complete record of all its acts, decisions and proceedings and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote.
(B) The Board of Directors or its designee shall supervise all officers, agents and employees of this Association and to see that their duties are properly performed.
(C) The Board of Directors shall:
(1) Fix the amount of the annual assessment against each Lot at least thirty days in advance of each annual assessment period.
(2) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period, and
(D) The Board of Directors shall issue, or to cause an appropriate officer to issue, upon demand by any member, or with the member’s permission, to any other person, a certificate setting forth whether or not any assessment has been paid. The Board for the issuance of these certificates may make a reasonable charge. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
(E) The Board of Directors shall procure and maintain adequate liability and hazard insurance to protect the Association and its members from any and all liability arising from the performance of Association duties, operations and property losses. The Association shall defend and indemnify any director, officer, employee or agent from any and all claims arising from the performance of duties, responsibilities of the Association or within the course and scope of Association employment. This provision is not intended to relieve any individual from the duty to provide for adequate personal insurance protections.
(F) The Board of Directors shall cause all officers or employees having fiscal responsibilities to be bonded in an appropriate amount. Provided, however, that no officer, director, agent or employee thereof shall incur any debt or other legal obligation not within the approved operating budget or enter into any contract in the name of the Association unless authorized by the Board of Directors.
(G) May cause that the books and records of the Association be audited not less than once every second year by an independent auditor who need not be a CPA.
(H) The Board of Directors shall establish an adequate annual budget for the Association and provide sufficient funds to cause the Common Area, structures and equipment to be maintained and replaced as necessary.
SECTION 1: Enumeration of Offices. 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 offices 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 or she should sooner resign, or shall be removed, or otherwise become disqualified to serve.
SECTION 4: Special Appointment. 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 by the Board with or without cause; if for “cause,” however, removal shall be only after notice and opportunity to be heard in person or by appointed representative. Removal shall be by a majority vote of the members of the Board at any regular meeting at which such removal is an agenda item, or at a Special Meeting of the members called for purposes of conducting a hearing and voting on the proposed removal. In the event the officer is accused of misconduct, which implicates moral turpitude or misconduct which if true could be criminal, then in that event, the officer shall have the right to proceed by a contested hearing before a neutral hearing examiner whose decision shall be final. Such contested hearing shall be held within 60 days of the date of accusation rather than a hearing at any meeting of the board or members.
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:
(A) The President shall be present, unless excused in advance, at all meetings of the Board of Directors. It shall be the duty of the President to ensure that the orders, resolutions and instructions of the Board are carried out, to sign all instruments authorized by the Board, including, but not limited to leases, mortgages, deeds and other written instruments on behalf of the Association and shall co-sign all checks and promissory notes.
(B) The Vice-President shall act in the place and stead of the President in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board.
(C) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors, the members, and other corporate proceedings, and keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings on the Board and the members, keep appropriate current records showing the members of the Association together with their address and shall perform such other duties as required by the Board.
(D) The treasurer shall receive and deposit all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, shall sign all checks and promissory notes of the Association; keep proper books of account; keep the books of account prepared for any of audit as may be ordered by the Board of Directors and shall cooperated with the President to prepare an annual budget and statement of income and expenditures to be presented to the Board of Directors, and the membership at its regular annual meetings, and deliver a copy of each to the members
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
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 of the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
Each member is obligated to pay to the Association dues and annual and special assessments. All dues and assessments are secured by a continuing lien upon the property against which the dues and assessments are made. Any assessments or dues not paid when due shall be declared delinquent by operation of these By-Laws. If any the dues or assessments are not paid within thirty (30) days after the due date, the amounts due shall bear interest from the date of delinquency at the rate of 6 percent per annum, and the Association may bring an action at law against the Owner(s) personally obligated to pay the same or foreclose the lien against the property; and interest, together with expenses and actualattorney’s fees and costs of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the dues or assessments provided for herein by not making use of the Common Area or abandonment of their Lot.
The Association may, but is not required to have, a seal in such form as is designated by the Board of Directors or members, having within its perimeter the words “Holley Mountain Property Owners Association, Inc.”
SECTION 1: These By-Laws may be amended by a two thirds vote of all of the members of Holley Mountain Property Owners Association, Inc. who are eligible to vote in a ballot by mail, or at a regular meeting of the members where such proposed amendment(s) are an agenda item or where a special meeting that has been called for the purpose of considering such amendment(s). Members eligible to vote may cast their ballot in person or by proxy.
SECTION 2: In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
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 the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, on behalf of the Board of Directors of the Holley Mountain Property Association, Inc, I have hereunto set my hand to these Amended By-Laws of the Holley Mountain Property Owners Association, Inc. this 26th day of July 2004.
Joseph B. Marshall
Director, Holley Mountain Property Owners Association, Inc.
Chairman of the By-Laws Committee
I, the undersigned, do hereby certify:
THAT, I am the duly elected and acting secretary of the HOLLEY MOUNTAIN PROPERTYOWNERS’ ASSOCIATION, INC., an Arkansas corporation, and,
THAT the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the members held in accordance with law, on the 23rd day of July 2004.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 26th day of July 2004
JoAnn Collom, Secretary
Holley Mountain Property Owners Association, Inc.
Revised July 2004.