BYLAWS OF PRAIRIE RIDGE HOMEOWNERS ASSOCIATION
Amended February 9, 1999
The name of the Corporation shall be Prairie Ridge Homeowners Association. The period of duration of the Corporation shall be perpetual.
Article I — Definitions
Property shall mean and refer to the property more particularly described on ‘Exhibit A’ which is attached hereto and incorporated herein by this reference as if fully set forth, together with any Additional Property (as defined in the Covenants) which is added to the Property described on Exhibit “A” hereto by the consent of the OWNER.
Lot shall mean and refer to any individual residential Lot, for which a Final Plat has been filed with the Register of Deeds of Lancaster County, Nebraska, and which is located on the Property described above.
Dwelling Unit shall mean and refer to each single family structure constructed on any Lot for residential use.
Owner shall mean and refer to Herbert Development, Inc., of Lincoln, Lancaster county, Nebraska.
Corporation shall mean that certain Nebraska non-profit corporation known as Prairie Ridge Homeowners Association.
Member shall mean, to-wit: (a) the Owner, or its successors or assigns; and (b) every other person or entity who becomes a record owner of a fee or undivided fee interest in any Lot which is located on the Property described in section 1 above, including contract buyers, but shall not include persons or entities who hold an interest merely as a security for performance of an obligation.
Covenants shall mean the Protective Covenants filed against the Property with the Register of Deeds of Lancaster County, Nebraska, as the same may be amended from time to time, which designates a Lot Owner (as defined in such Covenants) as a Member of the Corporation.
Article II — Members
Class of Members: The Corporation shall have two (2) classes of Members. The designation of such classes and qualifications and right of Members of such classes shall be as follows:
Class A Membership shall include all Members of the Corporation except the Owner. Each Class A Member of the Corporation shall be entitled to all the rights of the Membership to one vote for each Lot owned by such Member, provided, however, that no more than one vote shall be cast with respect to any one Lot.
Class B Membership shall include only the Owner, or its successors or assigns, who shall be entitled to 2 votes for each Lot owned by the Owner; provided, however, that for each conveyance of a Lot by the Owner to any Class A Member, the number of votes entitled to be cast by the Class B Member shall be reduced by 2.
Suspension of the Membership: The Board of Directors, by affirmative vote of one-half of all Members of the Board, may suspend a Member for cause after an appropriate hearing and may, by a majority vote of the Board of Directors at any regularly constituted meeting, suspend the Membership of any Member who shall be in default in the payments of any annual or special assessment for the period fixed in Article XIII of these Bylaws.
Transfer of Membership: Membership in the Corporation is not transferable or assignable; Membership shall be appurtenant to and may not be separated from ownership of any Lot, and ownership of such Lot shall be the sole qualification for Membership.
Article III — Meeting of Members
Annual Meeting: An annual meeting of the Members of the Corporation shall be held once a year, for the purpose of electing Directors and for the Transactions of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nebraska, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at the special meeting of the Members as soon thereafter as possible.
Special Meetings: Special meetings of the Members may be called by the President, the Board of Directors, or not less than one-fourth of the Members having voting rights.
Place of Meeting: The Board of Directors may designate any place, within the City limits of Lincoln, Nebraska, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the city of Lincoln, Nebraska; but if all of the Members shall meet at any time and place, either within or without the State of Nebraska, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
Notice of Meetings: Written or printed notices stating the place, day and hour of any meeting of Members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by the statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of Corporation, with postage thereon prepaid.
Informal Action by Members: Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of 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.
Quorum: The Members holding one-fourth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
Proxies: At any meeting of the Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Voting by Mail: Where Directors or officers are to be elected by Members or any class or classes of Members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
Article IV — Board of Directors
General Powers: The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Nebraska or Members of the Corporation.
Duties: The duties of the Board of Directors shall be to see that the Covenants are complied with by the Members, and to provide for the maintenance, operation, repair, and management of, and to cause the Corporation to pay for the expenses of the Commons and the Commons Areas, as identified in the Covenants, in a manner consistent with the overall development of the Property, and to perform such other duties specifically stated in said Covenants. In addition, the Board of Directors may establish and enforce rules and regulations governing the use of the property and provide a copy of said rules and regulations to each Member of the Corporation.
Number, Tenure and Qualifications: The number of Directors shall be five. Each director shall hold office for an initial one (1) year term, or until his or her successor shall have been elected and qualified.
Regular Meetings: Regular annual meeting of the Board of Directors shall be held without any notice other than these Bylaws, 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, within the City of Lincoln, Nebraska, for holding of additional regular meetings of the Board without any notice other than such resolution.
Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to all special meetings of the Board may fix any place within the City of Lincoln, Nebraska, as the place for holding any special meeting of the Board called by them.
Notice: Notice of any special meeting of the Board shall be given at least ten (10) days previous thereto by written notice delivered personally or sent by mail or telegram to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business meeting of the Board need to be specified in notice of Waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Compensation: Directors as such shall not receive any salaries for their services, but nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Vacancies: Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Informal Action by Directors: Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.
Article V — Officers
Officers: The officers of the Corporation shall be members of the Board of Directors and shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and except the office of President and Vice President.
Election and Term of Office: The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If election of officers shall not be held as such meeting, such election shall be held as soon thereafter as possible. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
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.
President: The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the Members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has 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 Bylaws or by statute to some other officer or agent of the Corporation; and in general he or she 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.
Vice President: In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice President in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any 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.
Treasurer: If required by the Board of Directors, the Treasurer shall give a bond of the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article IV of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Secretary: The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Assistant Treasurers and Assistant Secretaries: If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer of the Secretary or by the President or the Board of Directors.
Article VI — Books and Records
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office, a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney for any proper purpose at any reasonable time.
Article VII — Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Article VIII — Assessments
Annual and Special General Assessments. The Board of Directors shall determine, and if necessary, levy and assess annual special general assessments payable to the Corporation by the Members all in accordance with the Covenants for purposes of maintaining and repairing Commons and the Commons Areas, as defined in the Covenants, and operating and paying the expenses of the Corporation; provided, however, that all Lots shall be assessed an equal amount.
Upon a two-thirds vote at any duly called meeting of the Corporation by the Members entitled to vote at such meeting, the membership may determine, levy and/or assess a general special assessment payable to the Corporation for any other purpose, including but not limited to capital improvements of the Commons and/or the Common Areas; provided, however, that such general special assessment shall be levied and assessed equally against each Lot, and provided, further, that such general special assessment shall be payable by each Member to the Corporation on identical terms and conditions.
Specific Special Assessments: In addition to the assessments set forth at Section 1 above, the Board of Directors may from time to time determine, levy and assess specific special assessments payable to the Corporation by any individual Member for any expenses incurred by the Corporation in order to require the compliance by such individual Member with Covenants. In the event any specific special assessment is made for purposes of requiring any individual Members compliance with the Covenants, such specific special assessment shall only be levied and assessed against the Lot or Lots owned by such individual Member, and shall not constitute a general assessment or levy against any other Member nor against any Lot owned by any other Member.
Purpose of Assessments: Annual general assessments shall be used solely for the expenses of conducting the business of the Corporation, and paying the expenses of the operation, maintenance and repair of the Commons and the Common Areas, including the upkeep of landscaping and water detention areas in the Commons and the Common Areas, and snow removal from the Common Pedestrian Walkways located in the Commons and the Common Areas. Special general assessments may be for any other expenses of whatever kind in order that the Board of Directors may comply with Article IV number 2, and VIII, number 2 of these Bylaws, as determined by a two-thirds vote, of the Members of the Corporation.
Payment of Assessments: Assessments, whether annual, special, or specific unless agreed upon by a two-thirds vote of the Membership, shall be payable within thirty (30) days after the mailing of written notice to any Member by the Board of Directors or any officer of the Corporation directed by the Board of Directors to provide notice of assessment to the Members.
Default and Suspension of Membership: When any Member is in default in the payment of any annual, special of specific assessments, the Board of Directors may suspend the voting rights of such Member for any period during which any assessment remains unpaid. In addition, a late charge of ten percent (10%) interest on the unpaid amount of any such assessment shall be charged.
Article IX — Amendments to Bylaws
These Bylaws may be amended at any regular or special meeting by the Members. Notice of the proposed amendment shall be contained in the notice of a special meeting.
Dated February 15, 1999.
//Signatory// Pam Barger
//Signatory// Kay Drwal
//Signatory// Vicki Cox
//Signatory// Chris Carroll
//Signatory// Brandi Brown