Association Bylaws

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This page was last updated on 5/23/2019.
These are the Bylaws of Forest Oaks Estates Homes Association, Inc.
The majority of guidelines and rules set forth in this document are to fulfill the requirements placed on us by the CC&R's.
This document can be changed, but we still must adhere to the rules set forth in the CC&R's.
Original Scanned Document

BYLAWS OF FOREST OAKS ESTATES HOMES ASSOCIATION, INC.

ARTICLE I

OFFICE, RECORDS, SEAL

Registered Office and Registered Agent. The Corporation shall have and continuously maintain a registered office and registered agent in the State of Missouri. The address of the registered office and the name of the registered agent of the Corporation in the State of Missouri stated in the Articles of Incorporation may be changed from time to time by the Board of Directors in any manner permitted by law and these bylaws.
Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its Members and the Board of Directors and of committees having any of the authority of the Board of Directors, and shall keep at its registered office a record giving the names and addresses of the Members and Board of Directors.
Seal. The Corporation shall have no corporate seal.

ARTICLE II

DEFINITIONS

Declaration. The term “Declaration” shall mean that certain Declaration of Covenants, Conditions and Restrictions for Forest Oaks Estates Homes Association filed with the Recorder of Deeds for Clay County, Missouri on July 25, 1996 in Book 2584 at Page 779 as Document Number N7924.
Properties. The term “Properties” shall mean the Properties as defined in said Declaration and any other additions thereto to which said Declaration is made applicable.
Developer. The term “Developer” shall mean Dodson Construction Company, the “Declarant” in said Declaration, and its successors and assigns.
Lot. The term “Lot” shall mean or refer to any of the Lots as defined in said Declaration.
Owner. The term “Owner” as defined in said Declaration shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot, which is a part of the Properties including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Member. The term “Member” shall mean or refer to each Owner entitled to membership in the Association as defined in said Declaration.
Common Areas. The term “Common Areas” as defined in said Declaration shall mean all real property (including the improvements thereto) for the common use and enjoyment of the Owners.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS

Every owner of a Lot which is subject to assessment shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment.
The Association shall have two (2) classes of voting membership.
1. Class A. Class A members shall be all Owners, with the exception of the Developer. Each member shall be entitled to one (1) vote for each lot owned by that member. However, there shall be no vote for any Lot for which any then-current or prior assessment has not been paid. 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 the number of votes described above be cast with respect to any Lot
2. Class B. The Class B member shall be the Developer who shall be entitled to fifteen (15) votes for each Lot owned by it. The Class B membership shall cease and be converted to Class A membership when Developer owns no Lots in the subdivision.

ARTICLE IV

MEETINGS OF THE MEMBERS

Annual Meetings. The annual meeting of the Members shall be held on the first Thursday in November each year if not a legal holiday and, if a legal holiday, then on the next secular day immediately following, commencing upon the adoption of these bylaws, at a time and place selected by the Corporations’ Board of Directors.
Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of one-fourth of all votes of the Members who are entitled to vote.
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 mailing a copy of the notice, postage prepaid, not less than five (5) days nor more than forty (40) days before the meeting, to each Member, addressed to the Member’s address last appearing on the books of the Corporation or supplied by the Member to the Corporation for notice purposes. The notice shall specify the place, day and hour of the meeting. In the case of a special meeting, the notice shall state the purpose of the meeting.
Quorum. Those present in-person or by proxy at a meeting of the Members representing votes entitled to cast one-fifteenth of the votes of the Members shall constitute a quorum for any action except as otherwise provided in the Declaration, the Corporations’ Articles of In-Corporation or these Bylaws. If, however, a quorum shall not be present or represented at any meeting, the Members entitled to vote at that meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.
Proxies. At all meetings of Members, each eligible Member may vote in person or by proxy. All proxies shall be in writing and filed with the Corporation’s Secretary. Each proxy shall be revocable and shall automatically cease upon transfer by the Member of his Lot.

ARTICLE V

BOARD OF DIRECTORS

General. The business and affairs of the Corporation shall be managed by a Board of Directors of four (4) persons who shall be Members.
Election. The initial Board of Directors is named in the Articles of Incorporation. Each director other than the initial directors shall be elected at the annual Member’s meeting. Each director shall hold office for a term of two (2) years or until the director’s successor has been duly elected and qualified. Director terms shall be staggered so that no more than two (2) directors are elected annually.
Vacancies. Vacancies among the directors resulting from the death, resignation, incapacity or disqualification of any director, or by reason of an increase in the number of directors due to an amendment of the Bylaws, shall be filled by the appointment by a majority of the remaining directors. A director appointed to fill a vacancy shall serve for the unexpired term of the director’s predecessor or until such director’s successor shall have been duly elected and qualified.
Compensation. No director of the Corporation shall receive compensation for any service that the director may render to it or reimbursement for any expenses incurred by the director unless and then only to the extent that such services or reimbursement are necessary to carry out the exempt purposes of the Corporation and are reasonable in amount.
Committees. The Board of Directors may designate one or more committees which shall consist of two or more directors. Such committees shall be designated by resolution of the Board of Directors and shall have the authority of the Board of Directors in the management of the Corporation to the extent provided in said resolution. The Board of Directors shall create a nomination committee which shall nominate persons for election to the Board of Directors at each annual meeting of the Members. The nomination committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Nominations may also be made from the floor at any annual meeting.
Executive Committee. The Board of Directors may, by resolutions adopted by a majority of the whole Board of Directors, designate two or more directors to constitute an Executive Committee, which committee, to the extent provided in said resolution, shall have and may exercise any or all of the authority of the Board of Directors in the management of the Corporation. The members of the committee may take actions by written consents in lieu of meetings and may participate in meetings by means of conference telephone or similar communications equipment in the same manner as the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings which shall be recorded in the minute book of the Corporation. The Secretary or an Assistant Secretary of the Corporation may act as Secretary for the committee if the committee so requests.
Powers and Duties. The Board of Directors shall have the powers and duties necessary for the operation and maintenance of the Common Area and the administration of the other responsibilities and affairs of the Association, including, without limitation, the powers and duties set forth in the Declaration. Subject to the provisions of the preceding sentence, the Board of Directors may do all such acts and things that are not by these Bylaws or by the Declaration reserved to the exclusive power to act by the Members. Specifically, the board shall be charged:
- (a) To administer and enforce the covenants, conditions, restrictions, uses, limitations, obligations and other provisions of the Declaration.
- (b) To establish and enforce conditions, restrictions, limitations and other provisions necessary for the orderly operation, use and maintenance of the Common Areas and to maintain esthetic harmony and property values. (A copy of such shall be delivered or mailed to each Member promptly upon the adoption thereof.)
- (c) To keep in good order, condition and repair the Common Area and all items of personal property used in the enjoyment of the Common Area.
- (d) To collect annual assessments to be paid by each of the Lot Owners in accordance with the terms of the Declaration as amended from time to time; and by vote of the members to decrease or increase such fees, and Assessments, subject to the provisions of the Declaration; to levy and collect special Assessments in order to meet increased operating or maintenance expenses or costs, additional capital expenses, and other expenses and costs for which a special Assessment is authorized under the Declaration. All Assessments shall be in itemized statement form and shall set forth in detail the various expenses for which the Assessments are being made.
- (e) To collect delinquent fees, fines, or assessments by suit, lien foreclosure or otherwise and to enjoin or seek damages from an Owner for violation of the Declaration or the rules or regulations of the Association.
- (f) To protect and defend the Common Area from loss and damage by suit or otherwise.
- (g) To borrow funds in order to pay for any required expenditure or outlay; to execute all such instruments evidencing such indebtedness; and to mortgage, pledge or hypothecate any or all of the real or personal property of the Association as security for money borrowed or debts incurred in connection with the affairs of the Association.
- (h) To establish a bank account for the common treasury for all separate funds which are required or may be deemed advisable by the Board of Directors.
- (i) To maintain complete and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof at any reasonable time by each of the Members and any mortgagee of a Lot. Any Member may require that the Association cause to be prepared and delivered, at such Member’s expense, an audited financial statement of the Association. In addition, each member shall have the right to inspect the books and records of the Association during normal business hours.
- (j) In general, to carry on the administration of the Association and to further the communal use and enjoyment of the Common Area.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Place of Meeting. All meetings of the Board of Directors, annual, regular, or special, may be held at any place within or without the State of Missouri as may be determined from time to time by resolution or consent of the Board of Directors.
Annual Meetings. The annual meeting of the Board of Directors of the Corporation shall be held on the first Thursday in October of each year, if not a legal holiday, and if a legal holiday then on the next secular day immediately following. The Meeting shall be held preceding the annual meeting of the Members.
Regular Meetings. Regular meetings of the Board of Directors of the Corporations shall be held at such time as shall be prescribed by resolution from time to time.
Special Meetings. Special meetings of the Board of Directors of the Corporation may be held at any time, and for any purpose or purposes.
Notice. Written, printed or e-mailed notice stating the date, place and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than five (5) days nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member of the Board. If mailed, such notice shall be deemed delivered when deposited in the United States Mail addressed to the member of the Board of Directors at his or her address, as it appears upon the records of the Corporation, with postage thereon prepaid. Attendance of a director at any 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.
Quorum. At all meetings of the Board of Directors a majority of the whole Board shall constitute a quorum for the transaction of business. The act of the majority of the directors present at any such quorum shall be the act of the Board of Directors. Less than a quorum of the Board of Directors may adjourn a meeting successively until a quorum is present. Unless otherwise provided in the Articles of Incorporation, members of the Board of Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Any action which is required to be or which may be taken at a meeting of the Board of Directors may be taken without a meeting if all the directors severally or collectively sign a written consent which sets forth the action to be taken. Such consents shall have the same force and effect as the unanimous vote of the directors at a meeting duly held and may be stated as such in any certificate or document executed on behalf of the Corporation. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.
Waiver of Notice. Notice provided or required to be given to the directors may be waived in writing by any of them whether before, at or after the time stated therein.
Waiver. Any notice required to be given to a director by any provision of these Bylaws, the Articles of Incorporation or any law may be waived in writing signed by such director, whether before, at or after the time stated therein, and such waiver shall be deemed equivalent to the giving of such notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where such director attends the meeting for the express purpose, and so states at the opening of the meeting, of objecting to the transaction of any transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

OFFICERS

General. The officers of the Corporation shall consist of a president, vice president, secretary, treasurer and such other officers as the Board may designate from time to time. The president of the Corporation shall be a member of the Board of Directors. Any two or more offices may be held by the same person, except President and Treasurer.
Terms. The initial officers of the Corporation shall be elected by the initial Board of Directors at the first meeting of that body, to serve at the pleasure of the Board of Directors until the first annual meeting of the Board of Directors or until their successors are duly elected and qualified. At each annual meeting of the Board of Directors thereafter, the Board of Directors shall elect officers to serve at the pleasure of the Board of Directors for a term of one (1) year or until their successors are duly elected and qualified.
Removal. Any officer elected or appointed by the Board of Directors and any employee or agent of the Corporation may be removed or discharged by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Compensation. No officer of the Corporation shall receive compensation for any service that he or she may render to it or reimbursement for any expenses incurred by him or her unless and then only to the extent that such services and reimbursement are necessary to carry out the exempt purpose of the Corporation and reasonable in amount. Salaries and compensation of all other agents and employees of the Corporation, if any, may be fixed, increased or decreased by the Board of Directors.
Vacancy. Vacancies caused by the death, resignation, incapacity, removal or disqualification of an officer of the Corporation shall be filled by the Board of Directors at any regular meeting, or at any special meeting called for the purpose, and such person or persons so elected to fill any such vacancy shall serve at the pleasure of the Board.
Delegation of Authority. The Board of Directors from time to time may delegate any of the functions, powers, duties and responsibilities of any officer to any other officer or to any agent or employee of the Corporation or other responsible person. In the event of any such delegation, the officer from whom any such function, power, duty or responsibility has been transferred shall be thereafter relieved of all responsibility for the proper performance or exercise thereof.
President. The president shall be elected from among the members of the Board of Directors and shall preside at all meetings of the Board of Directors. The president shall be the chief executive of the Corporation and shall see that all orders and resolutions of the Board are carried into effect, execute all documents requiring a seal under the seal of the Corporation and have the general duties, powers and responsibilities of a president of a Corporation. In addition, the president shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.
Vice President. If one is elected, the vice president shall work in cooperation with the president, perform such duties as the Board of Directors shall assign to the vice president, and in the absence or incapacity of the president shall be vested with all the powers and perform all the duties of the office of president. The vice president shall have the general duties, powers and responsibilities of a vice president of a Corporation and shall have such other duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.
Secretary. The secretary shall attend all the meetings of the Members and the Board of Directors and shall record or cause to be recorded all votes taken and the minutes of all proceedings thereof in the minute book of the Corporation to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the Members and the Board, shall be the custodian of all the books, papers and records of the Corporation and of the corporate seal, if there is one, shall affix the seal when authorized by the Board of Directors or the president to all proper instruments, attesting same, and at such reasonable times as may be requested shall permit an inspection of the books, papers and records of the Corporation by any director. The secretary shall be the administrative and clerical officer of the Corporation under the supervision of the president and the Board of Directors, and the secretary shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.
Treasurer. The treasurer shall have the responsibility for the safekeeping of the funds and securities of the Corporation and shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation in books belonging to the Corporation. The treasurer shall keep or cause to be kept all other books of account and accounting records of the Corporation and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse or permit to be disbursed the funds of the Corporation, as may be ordered or authorized generally by the Board of Directors, taking proper vouchers for such disbursements and shall render to the president of the Corporation and to the Board of Directors, whenever they may require it, an account or all transaction under the treasurer’s jurisdiction and the financial condition of the Corporation. The treasurer shall render an annual report of the financial condition of the Corporation to the Members and to the Board. The treasurer shall perform such other duties and shall have such other responsibilities and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors and shall have the general duties, powers and responsibilities of a treasurer of a Corporation.

ARTICLE VIII

CUSTODIANS AND DEPOSITORIES

Depositories and Checks. The moneys and funds of the Corporation shall be deposited in such manner as the directors shall designate in such banks, trust companies or nonprofit Corporations who provide such services as the directors may designate, and shall be drawn out by checks signed in such manner as may be provided by resolution or resolutions adopted by the directors.
Bond. Any officer or employee of the Corporation handing money or securities of the Corporation, at the discretion of the Board of Directors, may be bonded at the Corporation’s expense in such amounts as may be prescribed by the Board of Directors.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Direct Action. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or summoned as a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, legislative, investigative, or of any different kind, other than an action by or in the right of the Corporation, by reason of the fact that such person is or was a director, member, officer, employee of agent of the Corporation, against liability and expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
Derivative Claim. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or summoned as a witness in any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, member, officer, employee or agent of the Corporation against liability and expenses, including attorney’s fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation.
Expenses. To the extent that a director, member, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs 1 and 2 of this Article or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorney’s fees actually and reasonably incurred by such person in connection with the action, suit or proceeding.
Authorization. Any indemnification under paragraphs 1 and 2 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, member, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Bylaw. Such determinations shall be made by the Board of Directors by a majority vote of a quorum of directors who were not parties to the action, suit or proceeding, of if such a quorum is not obtainable or, even if obtainable, by independent legal counsel in a written opinion.
Time of Payment. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by a majority vote of a quorum of the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the respective director, member, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this section.
Cumulative Rights. The indemnification provided by this Bylaw shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, insurance policy, vote of disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person
Additional Indemnification. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent, or is or was serving at the request of the Corporation as director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgment fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, unless such person’s conduct in connection with the matter for which indemnity is sought has been finally adjudged to have been knowingly fraudulent, deliberately dishonest or by willful misconduct.
Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, member, officer, employee or agent of the Corporation, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Bylaw.
Rights. The rights provided to any person by this Bylaw are contractual and shall be enforceable against the Corporation by such person, who shall be presumed to have relied thereon in serving or continuing to serve the Corporation in any of the capacities designated above. The rights provided to any person by this Bylaw shall inure to the benefit of such person’s legal representative, and no elimination of or amendment to this Bylaw shall deprive any person of rights hereunder.

ARTICLE X

ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated to pay to the Corporation assessments that are secured by a continuing lien upon the assessed Lot. The Board of Directors shall have complete discretion and control over all assessments made pursuant to the Declaration. If the assessment is not paid within 30 days after the delinquency date, the assessment shall bear interest from the date of delinquency at the then legal rate and the Corporation may bring an action at law against the Member personally obligated to pay the same or foreclose the lien against the Lot, and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of the assessment. No Member may waive or otherwise escape liability for assessments by non-use of the Common Areas or abandonment of a Lot.

ARTICLE XI

AMENDMENTS

The Board of Directors of the Corporation shall have the power to make, alter, amend and repeal the Bylaws of the Corporation at any regular or special meeting of the Board.

CERTIFICATE

I, the undersigned, hereby certify that I am the Secretary of FOREST OAKS ESTATES HOMES ASSOCIATION, INC., a Missouri nonprofit Corporation, and the keeper of its corporate records; that the foregoing Bylaws were duly adopted by said Corporation’s Board of Directors as and for the Bylaws of said Corporation, effective as of November 29, 2007 and reaffirmed November 5, 2009, that the foregoing constitute the Bylaws of said Corporation; and that such Bylaws are now in full force and effect.

Trudy Curley (Signature on file)

SECRETARY

Original Document