PRAIRIE OAKS HOMEOWNERS ASSOCIATION, INC. BY-LAWS January 7, 1992
ARTICLE I
Offices The principal office of the corporation in the State of Kansas shall be located in Wyandotte County, Kansas. The corporation may have such other offices, as the business of the corporation may require from time to time.
The registered office of the corporation to be maintained in the State of Kansas may be, but need not be, identical with the principal office in the State of Kansas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II
Members
Section 1 – Members. The membership of this corporation shall be limited to persons holding a full or partial fee interest in any numbered lot, tract or parcel of land in the property affected in the Prairie Oaks development as defined and designated in the Homeowners Association Agreement, all located in Wyandotte County, Kansas, and as filed and duly recorded in the Office of Register of Deeds, Wyandotte County, the Homeowners Association Agreement, and who remain current on all dues and obligations, provided for in Article IV of the Homeowners Association Agreement.
Section 2 – Voting Rights of Members Voting rights shall be limited to those members who are, at the time of voting, current on all fiscal obligations to the corporation, and who have signed the Homeowners Association agreement. The number of votes allowed shall be as set forth in the said agreement. This provision is subject to the requirements of Section 8 of this article.
Section 3 – Annual Meetings The annual meeting of the members of the corporation (hereinafter call the Association) shall be held not less than one week before or one week after February 1 of each calendar year. All corporate business, including the election of the Board of Directors may be transacted at said meeting.
Section 4 – Special Meetings Special meetings of the members may be called by the President of the Association or by the Board of Directors. A special meeting shall be called when twenty-five (25) per cent of the members request a meeting.
Section 5 – Place of Meeting The Board of Directors may designate any place in Wyandotte County, Kansas as the place of meeting for any annual meeting of the members or for any special meeting of the members called by the Board of Directors. Designation of the place of meeting shall be included in the written notice of members of such scheduled meeting.
Section 6 – Notice of Meeting Written or printed notice stating the place, the purpose or purposes for which the meeting is called, shall be delivered by mailing, postage prepaid, not less than five (5) days prior thereto nor more than forty (40) days prior thereto, to each member of the Association. The duty of the Association to notify members of meetings shall be satisfied if written notice is sent to the last known address, as shown on the Association’s records, at the time of such mailing.
Section 7 – Meeting of all Members If all the members shall meet at any time and place, and consent to the holding of the meeting, such meeting shall be valid, without call or notice, and at such meeting any corporate action may be taken.
Section 8 – Voting Lists At least five (5) days prior to any meeting of members, the officer or agent having charge of the membership record book of the corporation shall make a complete list of the members entitled to vote at such meeting. The list of members shall be arranged in alphabetical order and shall show the name and address of each member. For a period of five (5) days prior to such meeting, the membership list shall be kept on file at the registered office of the corporation and shall be subject to inspections by any member at any time during usual business hours or special appointment. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.
Section 9 – All members present at the Annual Meeting of the Association will constitute a quorum.
Section 10 – Proxies At all meetings of members, a member may vote by proxy executed in writing by another member, or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before the scheduled starting time of the meeting.
Section 11 – Informal Action by Members Any action required to be taken at a meeting of the members may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
ARTICLE III
Directors
Section 1 – General Powers The business and affairs of the Association shall be managed by its Board of Directors.
Section 2 – Number, Tenure & Qualifications The Association shall be managed by a Board of Directors consisting of nine (9) in number. Any member of the Board must be a member in good standing of the Association.
Section 3 – Election and Term of Office Three members of the Board of Directors shall be elected at each annual meeting of the members of the Association. If the election of the directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. The term of office shall be for three (3) years.
Section 4 – Regular and Special Meetings A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the properly scheduled annual meeting of members. The Board of Directors may provide for the holding of additional regular meetings with notice of such meetings to all directors. Special meetings of the Board of Directors may be called by or at the request of the President of the Association or any two Board members. The person or persons authorized to call special meetings may fix the time and place for holding any special meetings called of the Board of Directors.
Section 5 – Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that is less than a majority of the directors present may adjourn the meeting.
Section 6 – Manner of Acting The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be the act of the Board of Directors.
Section 7 – Vacancies In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual and/or special meeting of the members.
Section 8 – Appointment of Officers The Board of Directors at its annual meeting shall appoint the officers of the Association from the nine elected members of the Board of Directors.
ARTICLE IV
Officers
Section 1 – Number, Tenure, & Qualifications The officers of the Association shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), and a Secretary and Treasurer, as appointed by the Board of Directors. The Board of Directors, by resolution, may create other officers as deemed necessary.
Section 2 – Authority All officers and agents of this Association, shall have such authority and perform such duties in the management of the property and affairs of the association as may be provided in the By-Laws or as may be determined by resolution of the Board of Directors.
Section 3 – Election and Term of Office The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any officer shall be a member in good standing of the Association.
Section 4 – Removal Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if ay, of the person so removed.
Section 5 – Vacancies A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 6 – The President The president shall be the principal executive officer of the association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all the meetings of the members and of the Board of Directors. He may sign, with the treasures, or any other proper officer thereunto authorized by the Board of Directors, and deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By- Laws to some other officer or agent of the association or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of Directors from time to time.
Section 7 – The Vice President(s) In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there may be more than one vice president, the vice presidents in the order of their election), shall perform the duties of the president and whn so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 8 – The Secretary The duties of the secretary shall be:
a) keep the minutes of the members and of the Board of Directors meetings in one or more books provided for that purpose:
b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by Law:
c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws:
d) keep a register of the post office addresses of each member which shall be furnished to the secretary by such member:
e) in general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned him by the president of the association or by the Board of Directors.
Section 9 – The Treasurer The duties of the treasurer shall be:
a) to have custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be elected in accordance with the provisions of these By-Laws;
b) in general, perform all the duties incident to the office of the treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
ARTICLE V
Contracts, loans, checks, deposits & expenditures
Section 1 – Contracts The Board of Directors may authorize any officer or officers, agents or agnet, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2 – Loans No loans shall be contracted on behalf of the association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 – Checks, drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agnets of the association and in such manner as shall from time to time be determined by resolution of the directors.
Section 4 – Deposits All funds of the association not otherwise employed shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5 – Expenditures & Limitations The foregoing notwithstanding, the Board of Directors has the express limited authority to make contract, loans, and other expenditure in an amount up to and not to exceed five hundred dollars ($500.00). (*Except for litigation purposes, purchasing Board of Directors insurance, maintaining or upgrading the common areas there is not any limitation, but only when approved by a majority of the Board of Directors.) All other expenditures over and above five hundred dollars ($500.00) shall first have the approval of the majority of the voting members of the association.
*ARTICLE V, Section 5, amended November 7, 1989, January 7, 1992, and July 17, 2006 by a vote of the Board of Directors.
ARTICLE VI
Fiscal Year The fiscal year of the corporation shall be from January 1 to December 31.
ARTICLE VII
Seal The Board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Kansas”.
ARTICLE VIII
Waiver of Notice Whenever any notice whatever is required to be given under the provisions of these By- Laws, or under the provisions of the Articles of Incorporation or under the provisions of the General Not for Profit Corporation Law of Kansas, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
Indemnification of Officers and Directors against liabilities and expenses in actions Each director or officer, or former director or officer of this association andhis legal representatives, shall be indemnified by this association against liabilities, expenses, counsel fees, and costs reasonable incurred by him or his estate in connection with, or arising out of any action, suit, proceeding or claim in which he is made a party by reson of his being, or having been, such director or officer: provided that the Association shall not indemnify such director or officer with respect to any manners as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect to any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonable incurred in connection therewith), provided the Board of Directors of the Association shall have first approved such proposed compromise settlement and determined that the director or officer involved wan not guilty of negligence or misconduct: but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter, it shall be determined by a committee of three (3) persons appointed by the members at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the board of directors or committee appointed by members as the case shall be, may rely conclusively upon an opinion of independent legal counsel authorized herein by such Board of committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director of officer may be lawfully entitled.
ARTICLE X
Amendments These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by vote of a majority of the entire Board of Directors at any meeting of the Board of Directors.
ARTICLE XI
Disposition of assets upon the dissolution of the corporation Upon the dissolution of the corporation (Homeowners Association), the Board of Directors, shall after paying or making provision for payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization, or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization, or organizations, under the applicable Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is located, exclusively for such purposes, or to such organization, or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.