Bylaws

BYLAWS OF


WEAVER HOLLOW LANDOWNERS ASSOCIATION 

ARTICLE I

Offices


SECTION 1: PRINCIPAL OFFICE. The principal office of the corporation shall be located at the address of the current President of  the Association or such other place as may be from time to time designated by the Board of Directors.


ARTICLE II


Membership


SECTION 1: DEFINlTION. Any properly registered landowner of the Weaver Hollow Subdivision shall be considered a member of this association.


SECTION 2: RESPONSIBILITIES. All members are expected to familiarize themselves with and adhere to the restrictions and bylaws of the association. Each member should be actively involved in all activities of the association by attending meetings, attending work days, by paying dues in a prompt manner and by notifying the Chairman or one of the Board members of any land transfers or apparent violations of the restrictions.


SECTION 3: Entire section repealed by the Board of Directors 4/18/2000.


SECTION 4: MEETINGS. The annual meeting of the landowners shall be held in the month of July or at such times as determined by the Directors. Special meetings may be called by the Directors or by the written request of one-fourth of the membership. Lots with multiple owners get only one combined vote. Owner(s) of multiple lots are entitled to one (1) vote, notwithstanding the number of lots owned.

SECTION 5: NOTICE OF MEETINGS. Written notice of annual meetings of the landowners stating the time, place and subject matter (if known) of the meeting shall be given not less than 30 days before the date of the meeting.


ARTICLE III


Directors


SECTION 1: GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors, who shall determine the policies and activities of the corporation within the confines of the stated purpose of the corporation contained in the Articles of Incorporation. The Board of Directors shall have the responsibility to make a recommendation to the landowners regarding the amount of the yearly assessments. The final amount will be set by a vote of the members at the annual landowners meeting.


SECTION 2: NUMBER, TERM AND QUALIFICATIONS. The directors of said corporation shall consist of seven persons. All seven directors shall be elected for the first year as follows: One director shall be elected for a three year term; one director shall be elected for a two year term; and the remaining five directors shall be elected for a one year term. Thereafter each year at the annual meeting all directors whose terms expire shall be elected as follows: One director shall be elected for a three year term; all remaining director's terms will be reduced by one year until they have served three years, after which their position will be filled by the election of a new three year term director.


Should any director die or resign prior to the expiration of his/her term in office the remaining directors shall elect a successor to serve out the term of the office of said director who dies or resigns prior to the expiration of his/her term of office.


SECTION 3: ELECTION OF DIRECTORS. The directors shall be elected by the membership at the annual landowners meeting. Nominations may be made by any duly appointed nominating committee of the Board of Directors and shall also be received from the floor. One vote in person or by proxy per owner will be allowed. Lots with multiple owners get only one combined vote. Owner(s) of multiple lots are entitled to one (1) vote, notwithstanding the number of lots owned. A simple majority of landowners present and/or by proxy will be considered a quorum.


SECTION 4: REMOVAL. Directors may be removed from office with or without cause by a two-thirds vote of the Directors entitled to vote at any meeting or by two-thirds vote of all members at a special called meeting.


SECTION 5: VACANCIES. A vacancy occurring in the Board of Directors may be filled by a majority of the remaining Directors though less than a quorum; but a vacancy created by an increase in the authorized number of Directors shall be filled by election at the regular membership meeting immediately preceding the annual meeting of the Directors.




ARTICLE IV


Meetings of Directors


SECTION 1: MEETINGS. An annual meeting of the Directors shall be held in the month of July or immediately following the annual landowners meeting or at such other times as determined by the Directors. The Board of Directors shall meet four times per year and shall also meet at the call of the Chairman of the Board of Directors of the Corporation. Special meetings may be called by the Secretary at the oral request of one­ fourth of the Directors.


SECTION 2: NOTICE OF MEETINGS. Oral notice of regular and annual meetings of the Board of Directors stating the time, place and subject matter (if known) of the meeting shall be given not less than 10 days before the date of the meeting.


The person or person calling a special meeting of the Board of Directors shall at least 24 hours before the meeting, give oral notice thereof, by any usual means of communication. If necessary, an emergency meeting of the Board may be held telephonically with the participation of at least four (4) Board members.


SECTION 3: QUORUM. A majority of the Directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.


SECTION 4: MINUTES. The Secretary shall cause to be prepared and mailed or delivered to each Director minutes of each meeting of the Board of Directors within 14 days of such meeting. Copies of the minutes of such meetings shall be delivered or mailed to all members within 30 days of such meetings.


ARTICLE V


Officers


SECTION 1: NUMBER. The officers of the corporation shall consist of a Secretary, a Treasurer: Vice Chairman, and Chairman. The Chairman and Vice­ Chairman shall also serve as President and Vice-President respectively. These officers shall also serve as members of the Board of Directors as set forth in Article III.


SECTION 2: ELECTION AND TERM. The officers of the corporation shall be elected by the Association members at the annual meeting. Each officer shall hold office for a period of one year or until his/her death, resignation, retirement, removal, disqualification, or his/her successor is elected and qualifies.


SECTION 3: REMOVAL. Any officer may be removed by the Board with or without cause by a two-thirds vote of the directors then in office.


SECTION 4: CHAIRMAN (President) OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors at which he/she shall be present, and shall have such other powers and duties as he/she shall be called upon to perform by the Board of Directors.


SECTION 5: VICE-CHAIRMAN (Vice-President) OF THE BOARD. The Vice­

Chairman of the Board shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of that office and shall have such other duties and powers as the Board of Directors shall prescribe.


SECTION 6: SECRETARY. The Secretary shall keep a correct record of all the proceedings of the meetings of the Directors. He/she shall attend to the giving of notices, have custody of the corporate seal, and affix it to all instruments required to be executed under seal as authorized by the Board of Directors. He/she shall perform such other duties as are incident to the office of Secretary, and shall have such other powers and duties as may be conferred upon him/her by the Board of Directors.


SECTION 7: TREASURER. The Treasurer shall have charge of all the moneys and securities belonging to the corporation. He/she shall deposit said property with such banks as the Board of Directors shall designate and in the name of the corporation. He/she shall control the record of all receipts and disbursements, and shall have charge of all records of the corporation relating to its finances. He/she shall cause funds to be distributed in accordance with orders of the Board of Directors ensuring that proper vouchers are taken for such disbursements. He/she shall perform such other duties as are incident to the office of Treasurer, and shall have such other powers and duties as may be conferred upon him/her by the board of Directors.


SECTION 8: VACANCIES. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term.



ARTICLE VI


Contract, Checks and Deposits


SECTION 1: CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation and such authority may be general or confined to specific instances.


SECTION 2: CHECKS AND DRAFTS. The Treasurer shall issue no checks or drafts for payment of any invoices or demands unless such invoices have been pre­ approved by the President of the Board of Directors. All such authorized payments will be made by the Treasurer within 10 days of his/her receipt of such invoice. All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by the Treasurer or other Board member as designated by the Board of Directors.


SECTION 3: DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct.


SECTION 4: ANNUAL AUDIT. The Directors shall see that an annual audit is conducted for the association.

ARTICLE VII


General Provisions


SECTION 1: FISCAL YEAR. The fiscal year of the corporation shall be a year ending June 30.


SECTION 2: AMENDMENTS. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.



Amended /Approved by Board 4/12/2023 

Amended pursuant to WHLOA’s Bylaws Article VII, Section 2