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SECTION 6. "Declarant" shall mean and refer to
Summit Property Company, an Oklahoma corporation, its successors
and assigns if such successors or assigns should acquire more
than one undeveloped Lot from the Declarant for the purpose of
development.
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SECTION
7. "Declaration " shall collectively mean and refer to
the Certificate of Dedication of Woodfield Blocks 1 thru 7,
filed as a part of Plat #4799 on June 25, 1990 and Woodfield
Blocks 8 thru 13 filed as a part of Plat #4871 on March 16, 1992
in the Office of the County Clerk of Tulsa County.
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SECTION
8. "Member" shall mean and refer to those persons
entitled to membership as provided in the Declaration.
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SECTION
1. Annual Meeting. Th.e annual meeting of the Members of
the Association shall be held each year commencing in the year
1993 on the 19th day of April at the hour of 7:00 o'clock p.m.
at the principal office of the Association. The Board of
Directors may change the place of meeting provided that any such
change shall be stated in the notice and call of the annual
meeting. Written notice of all meetings must be mailed to each
Member of record by the Secretary at least ten (10) days prior
to such annual meeting. Notice of any annual meeting may be
waived in writing by any Member's attendance at any such annual
meeting.
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If
the day fixed for the annual meeting shall be a legal holiday in
the State of Oklahoma, such meeting shall be held at 7:00
o'clock p.m. on the next succeeding business day. If the
election of directors shall not be held on the day designated
herein for said annual Members meeting or any adjournment of
such meeting, the Board of Directors shall cause the election to
be held at a special meeting of the Members called pursuant to
these Bylaws as soon thereafter as said meeting may conveniently
be held. The order of the business at the annual meeting of
Members shall be as follows:
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(1)
(2) (3) (4) (5) (6) (7)
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Calling
meeting to order .
Proof of notice of meeting.
Reading minutes of last previous annual meeting.
Reports of officers.
Reports of committees.
Election of directors.
Such miscellaneous business as may come or be properly brought
before the meeting.
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SECTION 2.
Special Meetings.
Special meetings of Members for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the
President, or by a majority of the Board of Directors, and shall
be called by the President upon the written request of the
Members who are entitled to vote 1/4 of all of the votes of the
Association. Business transacted at all special meetings shall
be confined to the objects or purposes stated in the call;
however, notice of any special meeting and consideration of
business other than that stated in the call may be waived in
writing by any Member and will be considered as waived by his
attendance at any such special meeting.
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The
Board of Directors may designate any place within Tulsa
County, unless otherwise prescribed by statute, as the
place of meeting for any special meeting of Members
called by the Board of Directors. If no designation or
place of meeting is made or if a special meeting be
called by other than the Board of Directors, the place
of meeting shall be at the principal place or office of
the Association.
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SECTION
3. Notices of Meetings. Notice of annual or
special meetings may be written or printed. Notice of
any annual meeting shall be deemed satisfactorily given
if delivered in person to any Member of record or if
mailed to any such Member not less than ten (10) days
nor more than thirty (30) days preceding the date of any
such annual meeting. Notice of special meetings shall be
deemed satisfactorily given if delivered in person or
mailed not less than five (5) days nor more than thirty
(30) days prior to such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in any
United States Post Office with postage prepaid addressed
to the Member's last known mailing address as it appears
on the stock ledger of the Association.
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SECTION
4. Quorum. The presence at the meeting of Members
entitled to cast, or of proxies entitled to cast,
1/10
of the total votes shall constitute a quorum, except as
otherwise provided in the Certificate of Incorporation,
the Declaration or these Bylaws. If, however, a quorum
shall not be present or represented at any meeting, a
majority of the Members so represented may adjourn the
meeting from time to time without further notice. At
such adjourned meeting at which quorum shall be present
or represented, and entitled to vote, any business may
be transacted which might have been transacted at the
meeting as originally notified. The Members present at a
duly organized meeting and who are entitled to vote may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough Members to
lease less than a quorum.
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SECTION
5. Proxies. At all meeting of Members, a Member
may vote or give his consent to proxy executed in
writing by the Member or by his duly authorized attorney
in fact. Such proxy shall and must bear a date not more
than ten (10) days prior to said meeting, and must be
filed with the Secretary of the Association before or at
the time of the meeting. Every proxy shall be revocable
and shall automatically cease upon conveyance by the
Member of his or her Lot.
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SECTION
6. Voting of Members. Each Member with voting
power shall be entitled to one vote for each Lot owned.
When more than one person holds an interest in any Lot,
all such persons shall be Members. The vote for such Lot
shall be exercised as they determine, but in no event
shall more than one vote be cast with respect to any
Lot. Such vote may be by a voice vote, but any qualified
voter may demand a vote by ballot, each of which shall
state the name of the Member voting, and the number of
qualified votes by him, and if such ballot be cast by
proxy, it will also state the name of such proxy.
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SECTION
7 .Voting for Election of Directors. Unless
otherwise provided by law, at each election of
directors, every Member entitled to vote at such
election shall have the right to vote in person
or by proxy the total number of votes owned by
him or her for each director's position to be
filled on the Board of Directors. There shall be
no cumulative voting privileges nor shall the
Members be required to distribute their votes
among any number of candidates on the cumulative
voting principle.
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SECTION
8. Consent of Absentees. No defect in the
calling or noticing of a Members meeting will
affect the validity of any action at the meeting
if a quorum was present and if each Member not
present in person or by proxy signs a written
waiver of notice, consenting to the calling of
the meeting and such waiver consenting thereto
is filed with the corporate records or made a
part of the minutes of the meeting.
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SECTION
9. Informal Action by Members. Unless
otherwise provided by law, any action required
to be taken at a meeting of the Members, or any
other action which may be taken at a meeting of
the Members, may be taken without a meeting if a
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.
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SECTION
1. General Powers. The management of all
the affairs, property and business of the
Association shall be vested in a Board of
Directors which may exercise all such powers of
the Association and do all such lawful acts and
things as are not by statute, the Certificate of
Incorporation, the Declaration or these Bylaws,
directed to be exercised or done by the Members.
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SECTION
2. Nomination. Nomination for election to
the Board of Directors shall be made by a
Nominating Committee or from the floor at the
annual meeting of Members. The Nominating
Committee shall consist of a chairman, who shall
be a member of the Board of Directors, and one
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 to the close of the next annual
meeting, and such appointment shall be announced
at each annual meeting.
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SECTION 3.
Number. Tenure and Qualifications.
The number of directors of the
Association shall be not less than two (2)
persons who shall be elected at the annual
meeting of the Members by a plurality vote for a
term of one (1) year .The Members may elect more
than two (2) directors, but not more than nine
(9), if they so choose. Each director shall hold
office until his successor is elected and
qualified even though his tenure of office
should thereby exceed one (1) year.
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The
number of directors of the Association
and their respective terms of service
may at any time be increased or
decreased by vote of the majority of
Members entitled to vote at any regular
or special meeting of Members if the
notice of such meeting contains a
statement of the proposed increase or
decrease. Provided, however, that the
minimum number of directors shall be two
(2) and their minimum term of service
shall be one (1) year. In case of any
such increase, such additional directors
shall hold office -until their
successors are duly elected and
qualified. It shall not be a requirement
of the office of director that such
person be a Member of this Association.
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SECTION
4. Election of Officers. The
directors shall elect at their first
meeting after each annual meeting of the
Members the following officers of the
Association for a term of one (1) year
or until their successors are chose even
though their tenure of office would
thereby exceed one (1) year: A President
and a .Secretary .The Board of Directors
may elect the following additional
officers: One (1) or more Vice
Presidents, an Assistant Secretary , and
a Treasurer. Any office authorized
hereunder with the exception of
President and Secretary may be held by
the same person.
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The
Board of Directors may choose such
additional Assistant Secretaries and
Assistant Treasurers as in their
judgment is in the best interest of the
Association. The President must be a
member of the Board of Directors and any
other officers selected by the Directors
may hold a position on the Board of
Directors of the Association. The
directors may appoint or elect such
other officers and agents as they deem
necessary or advisable, who shall hold
their offices for such terms and shall
exercise such powers and perform such
duties as shall be determined or
assigned from time to time by the
directors. The officers of the
Association are to have specific control
of the affairs, property, business and
operation of the Association subject
only to the general control of the Board
of Directors and such matters as are
governed by law.
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SECTION
5. Regular Meetings. A regular
meeting of the Board of Directors shall
be held without other notice than this
Bylaw immediately after, and at the same
place as, the annual meeting of Members.
The Board of Directors may provide, by
resolution, the time and place for the
holding of additional regular meeting
without other notice than such
resolution.
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SECTION
6. Special Meetings. Special
meetings of the Board of Directors may
be called at any time by the President,
or in his absence, by a Vice President,
or by any two (2) directors. The person
or persons authorized to call special
meetings of the Board of Directors may
fix the place for holding any special
meeting of the Board of Directors called
by them.
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SECTION
7 .Notice. Notice of any special
meeting of the Board of Directors shall
be given at least ten (10) days
previously thereto by written notice
delivered either personally or mailed to
each director at his business address,
or by telegram. If mailed, such notice
shall be deemed to be delivered when
deposited in the United States Mail so
addressed, with postage thereon prepaid.
If notice be given by telegram, such
notice shall be deemed to be delivered
when the telegram is delivered to the
telegram company. Any director may waive
notice of any meeting. The attendance of
a director at a meeting shall constitute
a waiver of notice of such meeting,
except where a director attends a
meeting for the express purpose of
objecting to the transaction of any
business because the meeting is not
lawfully called or convened.
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SECTION
8. Quorum. A majority of
the number of directors fixed by
Section 2 of this Article IV
shall constitute a quorum for
the transaction of business at
any meeting of the Board of
Directors, but if less than such
majority is present at a
meeting, a majority of the
directors present may adjourn
the meeting from time to time
without further notice. The act
of the majority of the directors
present at a meeting in which a
quorum is present shall be the
act of the Board of Directors.
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SECTION
9. Vacancies. Any vacancy
occurring in the Board of
Directors, regardless of the
manner in which caused, may be
filled by the affirmative vote
of a majority of the remaining
directors, though less than a
quorum of the Board of
Directors, unless otherwise
provided by law. A director
elected to fill a vacancy shall
be elected for the unexpired
term of his predecessor in
office and until his successor
is elected and qualified. Any
directorship to be filled by
reason of an increase in the
number of directors shall be
filled by election at an annual
meeting or at a special meeting
of Members called for that
specific purpose.
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SECTION
10. Compensation. No
Director shall receive
compensation for any service he
may render to the Association.
However, any Director may be
reimbursed for his actual
expenses incurred in the
performance of his duties.
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SECTION
11. Presumption of Assent. A
director of the Association who
is present at a meeting of the
Board of Directors at which
action on any corporate matter
is taken shall be presumed to
have consented to the action
taken unless his dissent shall
be entered in the minutes of the
meeting or unless he shall file
his written dissent to such
action with the person acting as
the Secretary of the meeting
before the adjournment thereof
or the Association immediately,
and not more than five (5) days
after the adjournment of the
meeting. Such right to dissent
shall not apply to a director
who voted in favor of such
action.
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SECTION
12. Standing or Temporary
Committees. The Association
shall continue, maintain and be
responsible for the
establishment and continuation
of an architectural committee in
the time and manner provided in
the Declaration. The
architectural committee shall
consist of a minimum of three
(3) persons, after the
Association is transferred the
responsibility for the
appointment of the committee
members pursuant to the
Declaration. The committee shall
otherwise be governed in
accordance with the terms and
conditions of these bylaws,
including, without limitation,
the balance of the provisions of
this Section 12.
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Additional
standing or temporary committees
may be appointed from its own
number by the Board of Directors
from time to time, and the Board
of Directors may from time to
time
invest such committees with such
powers as it may see fit,
subject to such conditions as
may be prescribed by such Board.
An executive committee may be
appointed by resolution, passed
by a majority of the whole
Board; it shall have the powers
provided by statute, except as
specifically limited by the
Board. All committees so
appointed shall keep regular
minutes of the transactions of
their meetings and shall cause
them to be recorded in books
kept for that purpose in the
office of the Association and
shall report the same to the
Board of Directors at its next
meeting .
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SECTION 13. Powers. The
Board of Directors shall
have the power to:
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A.
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Adopt
and publish rules and
regulations governing
the use of the Common
Area and facilities, and
the personal conduct of
the Members and their
guests thereon, and to
establish penalties for
the infraction thereof;
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B.
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Declare
the office a Member of
the Board of Directors
to be vacant in the
event such Member shall
be absence from three
(3) consecutive regular
meetings of the Board of
Directors; and
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C.
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Employ
a manager, and
independent contractor,
or such other employees
as they deem necessary ,
and to prescribe their
duties.
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D..
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Foreclose
the lien against any Lot
for which assessments
are not paid within
thirty (30) days after
due date or to bring an
action at law against
the Owner personally
obligated to pay same;
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SECTION
14. Other Powers. In
addition to the powers
and authorities by these
Bylaws expressly
conferred upon them, the
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