BYLAWS
OF BANNOCKBURN CITIZENS ASSOCIATION
As adopted June 3, 1999
ARTICLE I
Membership
Section 1. All persons who are eligible for membership in this Association and who have paid annual dues within the period indicated in Article IV, Section 1, shall be members of this Association.
ARTICLE II
Due and Contributions
Section 1. Dues. Annual membership dues shall be as set each year for the following year by vote at a membership meeting and are due on January 1st. Membership and therefore voting rights shall be automatically terminated if dues are not paid. An owner may be reinstated upon payment of the then current annual dues.
Section 2. Contributions. The Association may accept voluntary contributions, in addition to membership dues, to carry out the purposes and activities of the Association including enforcement of the Bannockburn Restrictive Covenants. These activities and the raising of contributions shall be authorized by membership vote. The Treasurer shall keep separate accounting records of contributions for each such purpose.
ARTICLE III
Meetings
Section 1. Regular membership meetings of the Association shall be held on the first Thursday of March, June, September, and December. The June meeting shall be the annual meeting at which annual elections will normally be conducted. Special meetings of the Members may be called at any time either by majority vote of the Executive Committee or upon written request to the Secretary that is signed by at least twenty-five (25) members. No special meetings shall be called except upon resolution of the Executive Committee to consider any matter which is substantially the same as a matter voted on at any membership meeting held during the preceding twelve (12) months.
Section 2. Notice of Meetings. Written notice of each membership meeting shall be given to all residential property owners, by, or at the direction of, the Secretary by mailing or delivering a copy of such notice, at least twenty-one (21) days for regular meetings, seven (7) days for special meetings before such meeting. Such notice may be waived upon the declaration of an emergency by the person calling the meeting provided that reasonable notice as is practicable under the emergency circumstances shall be pro
Section 3. Quorum. A quorum for any membership meeting to take actions, other than adjournment, shall consist of twenty (20) eligible members present at the meeting, which number shall be redetermined at each annual meeting, except as otherwise provided in the Declaration of Assignment and Designation of Agent for the Bannockburn Restrictive Covenants, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Board of Directors shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as shall be present or be represented, in which event, a quorum at a reconvened meeting shall be fifteen (15) eligible members.
Section 4. Voting shall normally be at a membership meeting, either to decide an issue or question. At membership meetings, an owner may vote either in person by proxy, or by mail ballot. Votes in writing may be required by the Executive Committee on questions which it finds justify a decision of the majority of members or for which a majority of owner-members is required by statue or by the Declaration of Assignment and Designation of Agent and shall follow a membership meeting at which the issue was discussed. Each member has one (1) vote. The vote of the Members representing the majority of the total of the members' votes at a meeting, in person or by mail ballot, calculated as aforesaid, shall be necessary to decide any question brought before such meeting, unless the question is one upon which, by the express provisions of law, of the Constitution, of the aforesaid Declaration, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control.
Section 5. Mail Ballots. Mail ballots may be used on issues for which ballots have been distributed to all Bannockburn addresses eligible for membership. However, only those members in good standing may cast a legitimate ballot. All mail ballots will be verified as having been cast by a duly authorized member and must be received by the Secretary prior to the deadline indicated either in the notice of the meeting or on the instructions provided with the ballot.
(a) Conditions. Action may be taken by mail ballot provided the following conditions are met:
1) The mail ballot has been ordered by majority vote of the members present and voting at a regular or special meeting, or the board of directors has authorized a mail ballot by a two-thirds (2/3) vote of the board;
2) Identical and complete information is distributed to all members at the same time;
3) Instructions for reply, together with a reasonable return date, are included.
Section 6. The latest edition of Robert's Rules of Order shall govern the meetings unless otherwise specified.
ARTICLE IV
Board of Directors
Section 1. The Board of Directors shall represent the Association in all matters affecting its interests except such as may be reserved to the membership by the Constitution, the Declaration of Assignment and Designation of Agent for the Bannockburn Restrictive Covenants, or these Bylaws.
Section 2. The President shall call a meeting of the Board of Directors, either in person or by phone, as he shall deem necessary.
Section 3. Powers. The Board of Directors shall have power to exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Constitution, or the Declaration of Assignment and Designation of Agent for the Bannockburn Restrictive Covenants. All actions of the Board shall be reported at the next membership meeting for approval or other action. If the action is a major one, in the opinion of the majority of the Board, including an obligation or commitment of $2,000, or more, not previously approved by the membership, and a membership meeting is not scheduled within one (1) month, a notice of the major action must be sent to the membership within seven (7) days. If within seven (7) days from the date of such notice, written requests for a special meeting, from at least the number of members required by Article III, Section 2, are received by the Board of Directors, then a special meeting shall be called as to such major action(s).
Section 4. Number. The Board shall consist of the four officers and three other elected directors.
Section 5. Term. The term of office of the Directors shall be fixed for two (2) years, starting July 1st after the annual membership meeting and ending June 30th two years hence. Directors shall hold office until their successors have been elected and hold their first regular meeting. In 1999, the one-year term ending June 30 shall be extended to June 30, 2000 for incumbent directors which were, prior to ratification, the officers then currently members of the Executive Committee.
Section 6. Resignation and Removal. Any Director may be removed from the Board with or without cause, by a majority vote of the Board of Directors to be confirmed, or other action taken, by the next membership meeting. Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Nomination and Election. The notice of the regular membership meeting prior to the annual meeting in June shall request candidates to all elected positions becoming vacant the following June 30th. The President shall appoint a Nominating Committee at the regular membership meeting prior to the annual meeting in May from the Board of Directors. The Chairperson may appoint other members to the committee. The Nominating Committee Chair shall present a list of candidates to the Board and, once approved, the list shall be included in the notice of the May meeting. The notice of meeting for the annual meeting shall also provide for voting by mail in accordance with Article III. The complete slate will be read and voted on, including any nominations from the floor, at the annual membership meeting in June. Voting shall be by secret ballot, a plurality vote being required to elect.
Section 8. Vacancies. A vacancy in any office may be filled by appointment by the Board of Directors. The director appointed shall serve for the remainder of the term.
ARTICLE V
Officers and Their Duties
Section 1. Enumeration of Officers. The officers of this Association shall be a President, a Vice President, a Secretary, and a Treasurer, who shall at all times be members of the Board of Directors, and such other positions, including Chairs of Committees, as the Board of Directors may from time to time by resolution create. All such other positions are to be filled by election by the Board of Directors.
Section 2. Election of Officers. The election of the President, Vice President, Treasurer, and Secretary shall take place at each annual membership meeting. See Article IV §7.
Section 3. Term. The term of office of the officers shall be fixed for two (2) years, starting July 1st after the annual membership meeting and ending June 30th two years hence. Officers shall hold office provided the incumbent agrees, until her/his successor is duly elected and qualified, unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. In 1999, the one-year term ending June 30 shall be extended to June 30, 2000 for incumbent officers.
Section 4. Special Appointments. The Board of Directors may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board of Directors to be confirmed, or other action taken, at the next membership meeting. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by majority vote of the Board of Directors. The officer appointed shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of Secretary, Treasurer, and Vice President may be held by the same person, but in no event shall the same officer execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Constitution, the Bannockburn Restrictive Covenants or these Bylaws to be executed, approved, acknowledged or verified by two (2) or more officers. No person shall simultaneously hold more than one (1) of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article and except as otherwise provided in this Section 7.
Section 8. Duties. The duties of the officers are as follows:
President
(a) The President shall preside at all meetings of the Board of Directors; shall see that decisions of the Membership and the Board are carried out; in the event that any of the standing committees are without members, shall assign the limited but essential duties to members of the Board of Directors; shall be ex-officio at all committee meetings with the exception of the Nominating Committee; will report for any of the officers or Chairmen in their absence; will serve as an advisor to the Board of Directors for the year following his or her term of office.
Vice President
(b) The Vice President shall act in the place and stead of the President in the event of his absence inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board of Directors.
Secretary
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members; serve notice of meetings of the Association, unless accomplished by another officer, and shall perform such other duties as required by the Board of Directors.
Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as approved in writing by the President or Vice President; shall sign all checks of the Association; keep proper books of account; make recommendations if a condition is anticipated which could place the good credit of the Association in jeopardy; prepare a statement of income and expenditures quarterly to be provided to the Board of Directors and represented to the membership at the next regular meeting. The Treasurer will close the books at the end of the fiscal year (June 30th) and the financial reports will be audited by a committee of three (3) members appointed by the newly-elected President.
ARTICLE VI
Liability and Indemnification of Officers
Section 1. The Association shall indemnify every person who is or was an officer of the Association and who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding by reason of service in that capacity, whether civil, criminal, administrative or investigative, if that person (i) acted in good faith; and (ii) reasonably believed that the conduct was within the scope of duties and authority of the Association; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that the conduct was unlawful.
(a) Such expenses will include the cost of reasonable settlements (other than amounts paid the Association itself) made with a view to curtailment of costs of litigation. The Association shall not, however, indemnify any director or officer with respect to matters as to which he or she shall be finally adjudged in any action, suit, or proceeding to have been derelict in the performance of his or her duty as such director, or officer; nor in respect of any matter on which any settlement or compromise is affected, if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such director or officer in conducting such litigation to a final conclusion. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.
(b) The provisions of this Article are intended to provide every person who is or was an officer of the Association and who was, is or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding by reason of service in that capacity, with indemnification. So as to effectively provide the capacity to effect this indemnification, the Association may obtain and maintain, to the extent reasonably available, a Community Associations Directors and Officers Liability Insurance or reimburse officers for the cost, if any, of riders to their personal liability policies to fulfill this requirement.
(c) For an officer, or ex-officer, to receive such indemnification, the settlement must have had approval of the Association at a membership meeting prior to its execution.
ARTICLE VII
Committees
Section 1. The standing committees of this Association shall be filled by election by the Board of Directors and shall include:
(a) Government and legislative affairs, including zoning, land use, public services, public safety, assessments and taxation
(b) Social and welcoming
(c) Covenants. The Covenants Committee will consist of up to seven (7) members, one of which shall be a member of the Board of Directors elected for the purpose of serving as Chair. The remaining members will be from the Association at large. In the event the Chair cannot be filled from the designated Directors' ballot, another elected Board member shall be appointed by the President to serve as the Chair. The remaining committee members will be approved by the Board of Directors. Each committee member shall serve for a term of one (1) year; however, members can serve for more than one term, with the approval of the Board of Directors. The Chair may serve for a period of time sufficient to serve his term as a Director of the Board.
Section 2. The President of the Association shall nominate the chairperson and, if possible, not less than two members of each standing committee. Chairs and members of standing committees shall hold office for the same period or term provided for elective officers by these Bylaws.
Section 3. The President and Vice President shall be ex-officio members of all committees.
ARTICLE VIII
Operation and enforcement of Bannockburn Restrictive Covenants
Section 1. Authority. By virtue of Assignment and Designation of Agent the authority for the enforcement of the restrictive covenants for Bannockburn was transferred from Bannockburn Heights Improvement Company, declarant, and original owners and developers of the Bannockburn and Bannockburn Estates areas (both known as "Bannockburn" at time of declaration of restrictive covenants and their assignment to Bannockburn Citizens Association; see Article II of Constitution), to the Bannockburn Citizens Association.
Section 2. The Covenants Committee. The Covenants Committee shall be governed by and shall base its actions on the Bannockburn Restrictive Covenants and the Assignment and Designation of Agent. The Committee shall prepare Guidelines on Community Standards in concert with the Board of Directors. The Guidelines shall expand the standards set forth in, but will not modify or change, the Covenants so as to encompass matters which have evolved since the Covenants were declared. The Guidelines may also apply to the entire territory covered by the Association as defined in the Constitution, Article II. The Guidelines shall be a permanent document to be approved by, and subject to change by two-thirds (2/3rds) vote of all eligible members attending a regular membership meeting, except that the Guidelines shall not change the Covenants. Changes to the Guidelines need to be submitted in the form of a petition carrying 10 percent of the voting membership and must be published in two (2) successive bulletins prior to the membership meeting at which a vote will be held. The Covenants Committee will also be responsible for the processing of plans and specifications (Section 3 below); recommend to the Board of Directors and to the Membership appropriate courses of action on all Covenants-related issues; and recommend to the Board of Directors any changes in Section 3 which it finds are appropriate.
Section 3. Approval of plans and specifications.
(a) Address all communications to the President of the Bannockburn Citizens Association who will refer them to the Chair of the Covenants Committee.
(b) Application for the approval of plans and specifications for proposed buildings and structures, or addition to, or structural alterations of, existing buildings or structures.
(1) A letter of request must be submitted setting forth the use to which the structure is to be put, if other than a single family dwelling, and any other special conditions that may be covered by the Covenants, accompanied by:
(i) A set of blueprints of the proposed building or structure, including
(ii) An accurate plot plan, showing the precise location of the building or structure on the lot, particularly the shortest distance from each of the lot lines to the nearest point on the perimeter of the structure. Lot and block numbers must be shown.
(iii) A set of specifications, covering all materials to be used in the construction of the proposed building or structure must be submitted unless such specifications are clearly and adequately shown on the plans themselves as submitted.
Note: If the plot plan shows that the proposed structure violates setback requirements stipulated in the Covenants, a request for a waiver should be submitted with the plans, supported by reasons for requesting the waiver.
(c) Application for the re-subdivision of recorded lots.
(1) A letter of request must be submitted, setting forth the reasons for the proposed re-subdivision, supported by any pertinent data or information, including written statements by the owners of neighboring property, accompanied by
(2) A plot plan, showing existing lot lines and proposed changes, and including the precise location of all buildings and structures on the lot, or lots, involved in the proposed change, especially with reference to the proposed new line or lines.
Section 4. Sales. In the event of the proposed sale of any lot or parcel in Bannockburn, including Flint Hill Community, or Bannockburn Estates (both known as "Bannockburn" at time of declaration of restrictive covenants and their assignment to Bannockburn Citizens Association), whether improved or unimproved, the owner should apprise any prospective purchasers and all agents who may be involved in the proposed transaction, of the existence of the appropriate covenants and of the methods that will be used in their enforcement.
Section 5. Enforcement. Legal enforcement of the Restrictive Covenants shall be as directed by a majority of such of its then members as own real property which is subject to the protective restrictions and covenants, in accordance with the Assignment and Designation of Agent.
ARTICLE IX
Amendments
Section 1. These Bylaws may be amended by a majority of the votes cast at any regular or special meeting either in person or by mail ballot; provided, that any amendment voted upon at any such regular meeting shall have been sent to Members with the notice of the forthcoming meeting at which the amendment is to be voted upon.
ARTICLE X
Adoption
Section 1. These Bylaws shall be effective when approved by a majority of the votes cast at a meeting held for such purpose.