BY-LAWS OF NEW MARK FIRST TOWNHOUSE ASSOCIATION
Amended October 15, 1986
ARTICLE I
Office and Seal
Section 1. General Office. The general office of the corporation shall be located in Kansas City, Missouri.
Section 2. No seal.. The Corporation shall not have a corporate seal.
ARTICLE II
Membership – Assessments
Section 1. Members. Every owner (person or corporation) of a lot covered by the Amended, New Mark First Townhouse Association Declaration of Easements, covenants, Conditions and Restrictions (hereinafter called “Declaration”) shall be a member.
Section 2. Voting Rights. Voting rights of the members shall be set out in the Declaration.
Section 3. Assessments. Assessments shall be imposed by the Board of Directors pursuant to the provisions of the Declaration.
Section 4. Suspension of Member. The Board of Directors may suspend the voting rights of members or their right to use any facilities owned or operated by the Association or receive Association Services for any period during which such member’s assessments are unpaid or for any infraction of rules of the association by the member or dependents of the member.
ARTICLE III
Board of Directors
Section 1. Powers. The business and affairs of the corporation shall be managed by the Board of Directors.
Section 2. Number. The Board of Directors shall consist of five (5) persons and all directors must be members of the Association. All Directors shall have voting privileges.
Section 3. Term. At the meeting held in January during each odd-numbered year, three (3) directors will be elected for two-year terms, and at the annual meeting held in January during each even-numbered years two (2) directors will be elected for two-year terms. Directors may succeed themselves.
Section 4. Quorum. A majority of the directors present at any meeting shall constitute a quorum.
Section 5. Meetings. The annual meeting of the Board shall be held immediately following the annual membership meeting. Regular meetings of the Board shall be held at such time as the Board shall determine. Special meetings may be called by the President or any two (2) directors upon three (3) days’ written or oral notice to the other directors. Attendance at any meeting shall constitute waiver of notice.
Section 6. Vacancies. In the event of the death, resignation or disqualification of any director, the remaining directors may temporarily fill the vacancy until replacements can be appointed and agreed upon by the majority of the directors. Replacements will complete the service of the replaced directors.
Section 7. Removal of Directors. The Board of Directors may remove any director whenever such action is deemed in the best interest of the Association by a majority vote of the remaining directors.
Section 8. Committees. The Board of Directors may appoint such committees, as it deems appropriate.
ARTICLE IV
Membership Meetings
Section 1. Annual Meeting. The annual meeting of the membership shall be during the month of January of every year, commensurate with the fiscal year.
Section 2. Special Meetings. Special meetings of the membership may be called by (1) the President; by (2) the Board of Directors; or by (3) not less than one-tenth (1/10) of the total votes of the Association.
Section 3. Notice of Meetings. At least 10 days’ written notice of any annual or special meeting shall be given to each member by the Secretary. The notice shall be mailed to the last known address of each member.
Section 4. Quorum. Twenty percent (20%) of the total votes of the membership present or by proxy shall constitute a quorum. If a quorum is not present, the President may adjourn the meeting or conduct business as usual with those present, at the President’s discretion. There shall be no voting without a quorum.
Section 5. Proxies – Cumulative Voting. A member may vote by a duly executed proxy. Votes of corporation members may be cast by an officer or agent of the corporation. Cumulative voting shall not be permitted. (One vote per property owner).
ARTICLE V
Officers
Section 1. Election of Officers. Board members are elected from the general membership at the annual membership meeting to serve on the Board of Directors as terms of service expire. Slates of candidates may be presented by the existing Board, and/or nominations may be made from the general membership. Election to the Board will be by vote of the membership. The Directors shall elect the following officers from among themselves as soon after the annual general meeting as possible: President, one or more vice-presidents, a secretary and a treasurer. Two or more offices may be held by the same person except the offices of President and Vice-President or President and Secretary. Vacancies in any office may be filled by the Board of Directors, as they deem fit and proper, consistent with ARTICLE III, Section 6 of these by-laws.
Section 2. President. The President shall preside at all meetings of the Board of Directors and shall have general supervision of the corporation, and see that all orders and resolutions of the Board are carried into effect, and shall perform such additional duties as shall be ordered by the Board of Directors.
Section 3. Vice-President. In the absence, disability or under the direction of the President, the first-named Vice-President, or in his absence or disability, the second-named Vice-President, shall be vested with all the powers and perform all the duties of the President and shall have such additional duties as may be ordered by the Board of Directors.
Section 4. Secretary. The Secretary shall give or cause to be given all required notices of meetings of the Directors, except as otherwise provided by these by-laws; shall with the Treasurer send out all annual membership dues notices; shall record all proceedings of the meetings of the Board of Directors in a book to be kept for that purpose and shall perform such other duties as may be assigned by the President and other directors.
Section 5. Treasurer. The Treasurer shall have the custody of all money, securities, valuable papers and documents of the corporation, shall expend the funds of the corporation as directed by the Board of Directors, shall cooperate with the Secretary in sending out all annual membership dues notices; shall keep or cause to be kept a book or books setting forth a true record of receipts, expenditures and assets of the corporation and, when required by the President, or the Board of Directors, shall render a statement the financial condition of the corporation.
ARTICLE VI
Fiscal Year
The fiscal year of the Association shall run from January 1 to December 31.
ARTICLE VII
Indemnification
Each present and future Director and officer, whether or not then an officer, shall be indemnified by the corporation against all costs and expenses (including amounts of judgments where the adjudication does not involve a dereliction in the performance of the Director’s duties as officer or Director) reasonably incurred by or imposed upon the Director in connection with or resulting from any action, suit or proceeding to which the Director may be made a party by reason of the Director being or having been a Director or officer of the corporation, except in the matter as to which a recovery shall be had against the Director by reason of the Director having been finally adjudged in such action, suit or proceeding to have been derelict in the performance of the Director’s duties as such Director or officer.
ARTICLE VIII
Checks, Notes, Contracts, Etc.
All checks, drafts, bonds, notes or other obligations for the payment of money, and all contracts and official documents executed on behalf of the corporation, shall be signed in such manner as may be designed by the Board of Directors.
ARTICLE IX
Miscellaneous
Section 1. Upon written request from the holders of a deed of trust of any housing unit covered by the Declaration, the Association will furnish notification of any default by the owner of the said unit in performance of the owner’s obligation under the Declaration, which default is not cured within thirty (30) days.
Section 2. Holders of deeds of trust on units covered by the Declaration shall be entitled to examine the books and records of the Association at all reasonable times,
Section 3. In the event the Association shall fail to pay taxes or insurance premiums on common property owned by the Association, the holders of first deeds of trust upon housing units covered by the Declaration may pay said taxes and insurance and receive from the Association immediate reimbursement for each payment.
ARTICLE X
Amendment of by-laws
These by-laws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors or by the affirmative vote of a majority of the votes present at any membership meeting, provided the votes of said meeting contain the proposed change to the by-laws. In no event, however, shall the by-laws be modified so as to be inconsistent with the provisions of the New Mark First Townhouse Declaration, as amended.