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Wyndham Park Bylaws Bylaws of the Wyndham Park Homeowners Association ARTICLE I - NAME ARTICLE II - PURPOSE ARTICLE III - THE OWNERS ARTICLE IV - FEES/ASSESSMENTS ARTICLE V - BOARD OF TRUSTEES ARTICLE VI - OFFICERS ARTICLE VII - COMMITTEES ARTICLE VIII - MEETINGS ARTICLE IV - MISCELLANEOUS ARTICLE X - AMENDMENTS Approved by the Wyndham Park Homeowners Association Board of Trustees June 2003, Amended, July 2003 Article I NAME The name of this Association shall be the Wyndham Park Homeowners Association, (WPHOA) a not-for-profit corporation incorporated in the state of Ohio. Article II PURPOSE Section 1. Purpose The purpose of this Association shall be the sound financial management of all appropriate business on behalf of the collective homeowners of the Wyndham Park subdivision subject to the laws and regulations of the state of Ohio, the Declaration of Covenants, Easements, Restrictions and Assessment Lien which were provided to each homeowner at her/his closing, and the Bylaws of the Wyndham Park Homeowners Association. Article III THE OWNERS Section 1. Qualifications for Association Membership – The Owners Article II, Sections 2-3 of the Declaration of Covenants, Easements, Restrictions and Assessment Lien covers membership qualification in detail. The Declaration is governed by the law of the state of Ohio. The Bylaws of this Association are adopted by the Association Board of Trustees and by vote of its membership. It shall be understood that members accept and agree to abide by the law of the state of Ohio, the Declaration of Covenants, Easements, Restrictions and Liens and the Bylaws of the Association. For purposes of these Bylaws, we summarize the Declaration's membership qualifications as follows, but direct all members to the above section of the Declaration for clarification if needed. Membership in the Association is limited to the lot Owners. Every person or entity who becomes a lot owner shall be an owner/member of the Association. All lots are held Single-Family and are entitled to one vote per household. Article IV FEES AND ASSESSMENTS Section 1. Determination of Monthly Fees Article VII, Sections 1-6 of the Declaration of Covenants, Easements, Restrictions and Assessment Lien covers the method of determining monthly and other fees in detail, as well as empowers the Board of Trustees with the authority to assess them. Section 2. Assessments Assessment of fees in addition to regular monthly fees is covered in detail in the Declaration of Covenants, Easements, Restrictions and Liens in Article VII, Sections 1–6. Section 3. Arrears The regular monthly fee is payable on the first day of the month for the current month. Any owner/member failing to pay the regular monthly fee and/or any special assessments within 10 days from the time it becomes payable shall be reported as in arrears. Once an owner/member is in arrears she/he may be assessed late fees as deemed appropriate by the Board of Trustees. Section 4. Returned Checks In any instance where any monthly fee and/or any special assessment paid by an owner/member by check where the check is returned for any reason to the Association, that owner/member will be assessed a return check fee of $25.00 or such fee as is current practice in the banking community. ARTICLE V THE BOARD OF TRUSTEES Section 1. Authority The Board of Trustees is the governing body of the Association and shall have all the authority, at its sole discretion, to do all things and exercise all rights provided by the Declaration of Covenants, Easements, Restrictions and Assessment Lien, these Bylaws and permitted by Ohio Law that are not specifically reserved to lot owners. Section 2. Number, Election and Removal of Trustees The Board of Trustees shall consist initially of six homeowners elected by the owner/members of WPHOA. Initially, the terms of the six trustees shall be staggered so that the terms of 2 trustees will serve for one year, 2 trustees will serve for 2 years, and 2 trustees will serve for 3 years. Thereafter, the Board of trustees may consist of up to seven members and will be elected by the membership at each Annual Meeting of members to serve three-year terms. Any Trustee may be removed from the Board of Trustees by a two thirds vote of the owner/members. Section 3. Vacancies Any vacancy among the Association Trustees for reasons of death, resignation, removal or incapacity shall be filled by majority vote of the Board of Trustees for the balance of the vacated term. In an emergency, this appointment may be made by a majority vote of the Executive Committee. Article VI OFFICERS Section 1. Number and Appointment The officers of the Association shall consist of the following: a President, a Vice President, a Treasurer and a Secretary. The officers shall be elected annually by the Board of Trustees and shall comprise the Executive Committee of the Board of Trustees. Officers shall hold office until the next Annual Meeting of the Association or until their respective successors are appointed by the Board. Section 2. The President The President shall preside at all Board meetings and shall have the general supervision of the Association's affairs and business. The President shall be the primary co-signer for fund accounts of the Association and shall co-sign accounts with the Treasurer. The President shall be a de facto member of all Association committees and shall have such other powers and duties as the Association shall, from time to time, prescribe. Section 3. The Vice President The Vice President shall have such powers and duties as the President shall from time to time prescribe. The Vice President may co-sign accounts with the Chapter Treasurer when the President is temporarily unavailable. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President for the duration of the absence or term of the President (whichever is shorter). Section 4. The Treasurer The Treasurer shall be the chief financial officer of the Association, shall have charge of all funds of the Association and shall cause such funds to be collected and deposited to the credit of the Association in a specially designated Association account. She/he shall ensure proper signatories for the account and that such funds are drawn only over the signatures of the Treasurer and the President, or the Vice President if the President is temporarily unavailable, as prescribed in these Bylaws. The Treasurer shall collect fees, dues, assessments and contributions, taking a proper receipt thereof. The Treasurer shall present monthly bank statements at all Association meetings. No later than 60 days after the close of the fiscal year, the Treasurer shall submit an Annual Treasurer's Report, accompanied by the latest bank statement, to the Board of Trustees. The Treasurer may be required, at the expense of the Association, to give a bond for the faithful discharge of her/his duty in such amount and with such conditions as the Association may require. Section 5. The Secretary The Secretary shall attend all meetings and shall record the minutes of all such proceedings to be kept for historical record. The Secretary shall also assist the President with preparing such documents deemed necessary by these Bylaws for communicating with and/or notifying the owner/members. Section 6. Compensation of Officers All officers shall serve without compensation. Section 7. Vacancies Any vacancy among the Association Officers for reasons of death, resignation, removal or incapacity shall be filled by majority vote of the Board of Trustees for the balance of the vacated term. In an emergency, this appointment may be made by a majority vote of the Executive Committee. Section 8. Removal of Officers Any officer may be removed from said office by a majority vote of the Board of Trustees. Article VII COMMITTEES Section 1. Executive Committee The Executive Committee shall consist of the President, Vice President, Treasurer and Secretary and shall report to the Board of Trustees at its regular meetings. The Executive Committee shall have and may exercise such powers as the Board may delegate to it. Two members of the Executive Committee shall constitute a quorum of the Executive Committee. Any member of the Executive Committee who is the subject of a vote shall abstain from voting on that subject. Section 2. Standing Committees The President shall appoint Chairs and members of committees as she/he deems appropriate. Two standing committees shall be appointed by the President each year: a. Nominating Committee: On or before February 1 of each year, the President shall appoint a Nominating Committee of at least three owners, one of whom shall be designated as Chair, and one of whom shall be a member of the Board of Trustees. It shall be the duty of this committee to nominate, by March 15, a slate of candidates to run for vacating Board of Trustees seats. The nominations made by this committee shall be included in the written notice of the Annual Meeting promulgated to the owners at least 30 days prior to the Annual Meeting. Amended at the Annual Meeting April 30, 2008. b. The Audit Committee shall consist of two homeowners with financial experience and the Association's Treasure. Additionally, every third year a qualified outside financial accountant, chosen by the Board of Trustees, will be added to the Audit Committee. The Audit Committee will meet as necessary to accomplish an accurate audit of the Association's annual financial records. Section 3. Ad Hoc Committees The President may appoint such other ad hoc committees with duties and functions as she/he may, from time to time, determine appropriate. Section 4. Committee Rules and Regulations Each committee chair will be assigned the committee's mission, budget and operating rules for the conduct of such committee's affairs by the President. Such rules and regulations shall be those that are appropriate and consistent with the laws and regulations of the state of Ohio, the Declaration of Covenants, Easements, Restrictions and Assessment Lien and the Bylaws of the Wyndham Park Homeowners Association. Article VIII MEETINGS Section 1. The Annual Meeting of Owners The formal Annual Meeting of Owners of the Wyndham Park Homeowners Association for the election of officers and other business purposes shall be held no later than June 30, at such time and place as may be fixed by the Board of Trustees. It is understood that such time and place will be convenient for the majority of owner/members. Section 2. The Budget Meeting The formal Budget Meeting shall take place in the fall. Its purpose will be to present the draft budget, created by the Board of Trustees, to the member/owners for their review and comment. The budget will then be finalized by the Board in time for the fiscal year beginning January 1. Section 3. Special Meetings A special meeting of the Association may be called by the President at any time and shall also be called by the President upon the written request of one-third of the Association owners, to transact only such business as shall be specified in the notice thereof. Special meetings called by the President take place from time to time in the homes of various trustees and are open to all interested owners on a space available, first come, first served basis. Section 4. Notice of Meetings At least 30 days' written notice of the Annual Meeting and Budget Meeting shall be given by the Board to each owner/member of the Association. Reasonable notice shall be given to each member of the Association for any special meeting. Notice must include a description of the business to be discussed. Section 5. Quorum Fifty percent (50%) of the members of the Association in good standing, present at a meeting in person or by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by law or by these Bylaws. Section 6. Voting Each Single-Family unit in the Wyndham Park subdivision shall be entitled to only one vote per unit at any meeting of the Association, which shall be exercisable in person or by proxy provided that any proxy shall be duly executed in writing within 7 days of the meeting at which it is to be used. A proxy may be utilized solely for the specific purpose set forth in the proxy. No proxy shall provide any representative of an owner/member with discretion to change a vote. A member may withdraw his/her proxy at any time prior to the taking of any vote. Section 7. Voting by Mail or Electronic Means The Board, any owner/member or committee member may, in the sole discretion of the President or specific Committee Chair, vote by mail or electronic means on questions properly before it for decision. The issue shall be decided only if a quorum of the qualifying members have voted on the question and the votes are received within the time set forth for reply. Article IX MISCELLANEOUS Section 1. Notice Whenever any notice whatsoever is required by these Bylaws or by law to be given to any owner/member or officer, such notices may, except as otherwise provided by law, be given personally or in writing by depositing the same in a post office or in a regularly maintained letter box, in a postpaid, sealed wrapper, properly addressed to such member or officer, at such address as appears on the records of the Association, or by electronic means. Any notice so given by mail shall be deemed to have been given when it shall have been thus mailed. If given in writing, such notice need not be manually signed. Section 2. Robert's Rules of Order All meetings of the Association or those of any of its committees shall be conducted in accordance with Robert's Rules of Order. Article X AMENDMENTS These Bylaws may be amended or repealed, in whole or in part, at any time at any annual or special meeting of the members of the Association, by affirmative vote of two-thirds of the membership, provided that such proposed amendment or repeal shall have been set forth in the notice of such meeting and that such amendments do not conflict with or are not inconsistent with the laws of the state of Ohio and/or the Declaration of Covenants, Easements, Restrictions and Assessment Lien. The Wyndham Park Homeowners Association Bylaws were originally supplied to all homeowners prior to the first Annual Meeting of the Wyndham Park Homeowners Association on June 30, 2003. The Bylaws were reviewed at the Annual Meeting and the members voted for revisions to be made as noted in the minutes of the June 30, 2003 Annual Meeting. Those revisions are contained in this version.
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