AMENDED BY-LAWS OF LAKESHORE VILLAGE, INC.
The name of this corporation is LAKESHORE VILLAGE, INC.
The purposes of this corporation shall be as these purposes are set out in the Articles of Incorporation of the company.
Article III Meeting of Members
Section 1. Annual Meetings. The regular annual meeting of the members shall be held in late August of each year at the hour of 7:30 o'clock p.m. The primary purpose of such meetings shall be to elect new members to the Board of Directors.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the Chair or by the Board of Directors.
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 electronic notice, or by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member's addresslast appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of sixty (60) % of members entitled to cast or of proxies entitled to cast votes, shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of members, other than regular monthly Board meetings, each Association member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
Article III (A) Nomination and Election of Directors
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chair, 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 fewer than the number of vacancies that are to be filled. Each nominee must be an Owner who resides in a Lakeshore Village Dwelling Unit.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Board of Directors: Selection: Term of Office:
Section I. Number. The affairs of the Association shall be managed by a Board of nine (9) Directors, who shall be Owners who reside in a Lakeshore Village Dwelling Unit.
Section 2. Term of Office. All Directors shall be elected for three year terms in a manner that the term of office for three members shall end each year and three new members with the highest number of member votes at the Annual Meeting shall be elected to take their place. Any director may be re-elected.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. Inthe event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his expenses incurred in the performance of his duties.
Section 5. Action Taken without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
The officers of the Association shall consist of a Chair, a Vice-Chair, a Secretary and a Treasurer and the offices of Secretary and Treasurer may be combined. The Association may also appoint an Executive Vice-Chair and such other officers as may be required.
The specific enumeration of the duties and terms of officers is more completely set out in Article XI following.
The Declaration of Covenants, Conditions and Restrictions provides for the number of votes each member of the corporation is entitled to cast on any subject and said Declaration shall govern for all purposes.
Article VII The Board of Directors shall have power to:
Adopt and publish rules and regulations governing the use of the Common Areas and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
Suspend the voting rights and right to use of the recreational facilities by any member during any period in which such member shall be in default in the payment of his assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations.
Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by any other provisions of these by-laws, the Articles of Incorporation, or the Declaration.
Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
It shall be the duty of the Board of Directors to:
Cause to be kept a complete record of all its acts and corporate affairs.
Supervise all officers, agents and employees of this Association and to see that their duties are properly performed .
As more fully provided in the Declaration, to:
Fix the amount of the annual assessment (within the limits of amounts of said assessments as set out in the Declaration) against each Lot at least thirty (30) days in advance of each annual assessment period or by December 1 of each year.
Send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period or by December 1 of each year.
Enforce the lien against any property for which assessments are not paid regularly or to bring an action at law against the owner personally obligated to pay the same.
Issue, or cause an appropriate officer to issue, upon demand by any person a written statement setting forthwhether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these statements. Ifa statement shows an assessment has been paid, such statement shall be conclusive evidence of such payment.
Procure and maintain adequate liability and hazard insurance on Common Area property owned by the Association. In addition the Association shall affect and maintain replacement cost/agreed physical damage insurance to Homeowner Units as set forth in the Declaration .
Cause the Common Area to be maintained.
Cause the exterior of the dwellings to be maintained by each homeowner.
The Association shall appoint an architectural control committee as provided in the Declaration and the Board of Directors may appoint such other committees as deemed appropriate in carrying out the purposes of the Association.
The books, records and papers of the Association shall at all times during reasonable business hours be subject to reasonable inspection by any member.
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when
due shall be delinquent, and have late charges applied to the delinquent balance. The Association may also bring an action at law against the owner personally obligated to pay the delinquent balance, or enforce the lien against the property. Costs and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot.
Article XI Officers and Their Duties
Section I . Enumeration of Officers. The officers of the Association shall be a Chair and Vice-Chair, who shall at all times be members of the Board of Directors, a Secretary, and a Treasurer (the offices of Secretary and Treasurer may be combined). The duties hereinafter enumerated will be borne by the single officer if said offices are including but not limited to an Executive Secretary. Ifan Executive Secretary is appointed for the corporation, the Board by the resolution of appointment shall define the duties of such.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless they shall sooner resign, shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the Chair 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. As stated above, 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:
The Chair shall preside at all meetings of the Board of Directors; shall seethat orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
The Vice-Chair shall act in the place and stead of the Chair inthe event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
The Secretary shall record thevotes and keep the minutes of all meetings and the proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
The Treasurer or those representing the duties of treasurer shall receive and deposit in the appropriate bank account 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; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.
Article XII Amendments
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present 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 foregoing Amended By-Laws were adopted on the 13th day of March, 2013.