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NAME AND LOCATION:
The name of the corporation is
HOLLEY MOUNTAIN
PROPERTY
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.
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SECTION 1:
“Association” shall mean and refer to HOLLEY MOUNTAIN
PROPERTY
OWNERS’
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.
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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.
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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.
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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.
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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.
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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
(3) may foreclose the lien against any property for which dues or
assessments are not paid within thirty (30) days after due date or to
bring such other action at law against the owner personally obligated to
pay the same.
(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.
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Article VIII
Association Officers and their Duties
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:
President
(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.
Vice
President
(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.
Secretary
(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.
Treasurer
(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
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Article IX
Committees
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.
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Article X
Books and Records
The books, records, and papers of the
Association shall at all times, during reasonable business hours, be
subject to inspection by any member. The Declaration 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.
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Article XI
Assessments
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
actual
attorney’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.
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Article XII
Corporate Seal
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.”
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Article XIII
Amendments
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.
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Article XIV
Miscellaneous
The fiscal year of the
Association shall begin on the first day of January and end on the 31st
day of December of every year, except 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.
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Joseph B. Marshall
Director, Holley Mountain Property Owners
Association, Inc.
Chairman of the By-Laws Committee
CERTIFICATION
I, the undersigned, do hereby certify:
THAT, I am the duly elected and
acting secretary of the
HOLLEY MOUNTAIN
PROPERTY
OWNERS’
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.
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Revised July 2004.
"Copy"
Original documents signed and filed with Van Buren County, Arkansas.
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