Restrictive Covenants & By-laws
Governing the operation of the Association.
Governing the operation of the Association.
ARTICLE IV - THE DIRECTORS
The Board of Directors shall:
• Manage and control the affairs of the Association, unless otherwise provided herein, including the hiring of a general manager.
• Adopt a corporate seal as the seal of the Association.
• Designate a banking institution or institutions as depository of the Association’s funds; and the officer or officers authorized to make withdrawals therefrom and to execute obligations on behalf of the Association.
• As it may be deemed necessary by the Board of Directors, the Board of Directors may perform other powers or acts, which authority to perform has been granted herein, or by law, including the power to borrow money for Association purposes. The written affirmation of a majority of the Board of Directors that the interests of the Association require the borrowing of money in order to implement the operating budget of the Association shall be sufficient evidence for any person that the borrowing is for a proper corporate purpose. The Directors may, if the same shall be reasonably necessary, assign, pledge, mortgage or encumber any Association property as security for such loans; and, they pledge or assign future dues as security therefor.
• After notice and an opportunity to be heard, to levy and collect reasonable fines from Owners for violations of the Declaration, By-Laws, and rules and regulations of the Association.
• Notwithstanding the powers enumerated herein, the Board of Directors shall not close the present East gate as a guarded means of entrance and exit, without first submitting the issue to a mail ballot vote of the members of the Association obtaining approval to take such action by a majority of those members voting on the issue.
• The Board shall have standing and capacity to act in a representative capacity in relation to matters involving the common areas or more than one unit, on behalf of the unit owners as their interests may appear.
The number of the Directors shall be five (5).
4.03 Election and Term:
At the election held in 1996, the five (5) Directors elected to the Board of Directors served terms as drawn by lot at their first regular meeting. Three Directors served a term of two years and two directors served a term of one year. Each regular term thereafter shall be for a two year period. Each year an election shall be held to elect directors according to the number whose terms of office expire, or to serve the balance of unexpired terms of those directors who must be replaced due to resignations or other reasons.
Between the first and fifteenth day of August of each year, any member in good standing may file as a candidate for the Board of Directors with the Secretary of the Association a petition signed by fifty (50) voting members in good standing of said Association. The candidates’ names shall appear on said ballots in the order in which they filed their statements of candidacy and petitions with the Secretary of the Association. Within thirty (30) days thereafter, the Secretary of the Association shall cause to be mailed to each member in good standing of the Association the ballots herein described. Within thirty (30) days thereafter, and in any event on the day designated within said period for such purpose by the Board of Directors in each election year, the polls shall be closed.
The Election Committee shall be composed of the Secretary of the Association, the then existing Board of Directors of the Association, and a representative of each candidate for the office of Director. Said committee shall count the ballots and certify the results thereof, to the annual meeting of the Association. All ballots and statements of candidacy shall be retained by the Secretary of the Association for a period of one (1) year. Except as may be provided in this Article of the By-Laws, the forms of ballots and other documents relating to election shall be as specified by resolution of the Board of Directors.
4.04 Election Procedures:
The election to the Board of Directors shall be by written ballot as is hereinafter provided. At such elections the members may cast in respect to each vacancy as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation, and of these By-Laws. The persons receiving the largest number of votes to fill the vacancies shall be elected.
When the petitioners for Directors do not exceed the number of vacancies as outlined in Article IV, Section 4.01, there need not be an election. The petitioners are automatically elected Directors and assume office at the end of the Annual Meeting.
4.05 Written Ballot Requirements:
All elections to the Board of Directors shall be by written ballot, which shall:
• Describe the vacancy to be filled;
• Set forth the names of those persons who have become candidates for the office of Director, in the manner hereinafter set forth; and
• Brief biographical statements of each candidate shall accompany such ballots or shall be published by or under the auspices of the Association and distributed generally among the members of the Association.
• Each ballot shall be placed in a sealed envelope, marked “ballot”, but not marked in any other way. Each “ballot” envelope shall contain only one (1) ballot, and the members shall be advised that because of the verification procedures hereinafter set forth, the inclusion of more than one (1) ballot in any one “ballot” envelope shall disqualify the return. Such “ballot” envelope or envelopes (if a member is exercising more than one vote), shall be placed in another sealed envelope which shall bear on its face the name and signature of the member, the number of ballots being returned, and such other information as the Board of Directors may determine will serve to establish his right to cast the vote or votes presented and the ballot or ballots contained therein. The ballots shall be returned to the Secretary of the Association, at such address as the Board of Directors may from time to time determine shall be appropriate.
4.06 Written Ballot Procedures:
Upon receipt of each return, the Secretary shall immediately place said return in a safe or other locked place until the day set for the counting of such ballots. On that day, the external envelopes containing the “ballot” envelopes shall be turned over unopened to the Election Committee, and the Election Committee shall then adopt a procedure which shall establish:
• That the number of envelopes marked “ballot” corresponds to the number of votes allowed to the member, identified on the outside envelope containing them:
• That the signature of the member on the outside envelope is genuine; and,
• That such member is a member in good standing and entitled, therefore, to vote in said election.
Such procedure shall be taken in such manner that the vote of any member shall not be disclosed to anyone, even the Election Committee.
The outside envelope shall thereupon be placed in a safe or other locked place and the Election Committee shall proceed to the opening of the “ballot” envelopes and the counting of the votes. If any “ballot” envelope is found to contain more than one (1) ballot, all such ballots shall be disqualified and shall not be counted.
4.07 Certification of Written Ballots:
The Secretary shall then certify to the Board of Directors the name of the persons who have been elected as Directors of the Association. The terms of office of such Directors shall commence immediately following the Annual Meeting of the members of the Association in the year in which they are elected.
• Directors shall be members of the Association.
• A Director may be an officer of the Association at the same time, but shall not be an employee of the Association.
• Where more than one person has a legal ownership interest in a lot, only one of such persons having an ownership interest may serve on the Board of Directors at any time.
• Members must be current in the payment of all charges due to the Association at the time they submit a candidate petition. (added May 28, 2016)
• The Board of Directors shall meet at least four times each year. Special meetings of the Board of Directors may be called by the President, a majority of the Directors or by 25% of the Directors and shall be held at the Lodge at Lake Wildwood unless it is otherwise designated in the call or notice of the meeting.
• Notice of a special meeting may be given in writing at least forty-eight (48) hours prior to the date of the said special meeting, or notice thereof may be waived by the Directors in writing. The Board shall give the owners notice of all Board meetings at least 48 hours prior to the meeting by sending notice by using a prescribed delivery method or by posting copies of notices of meetings in conspicuous places in the community at least forty-eight (48) hours prior to the meeting. The Board shall give owners notice of any Board meeting, through a prescribed delivery method, concerning the adoption of (1) the proposed annual budget, (2) regular assessments, or (3) a separate or special assessment within 10 to 60 days prior to the meeting, unless otherwise provided in Section 1-45 (a) or any other provision of this Act. The Board of Directors may by resolution determine that they should meet regularly on a periodic basis. Upon the adoption such a resolution setting forth the times of such regular meetings, the requirement of this section calling for notice of such meetings shall be waived, except insofar as it may apply to special meetings of the Board of Directors.
• Meetings of the Board shall be open to any owner, except for the portion of any meeting held (1) to discuss litigation when an action against or on behalf of the Association has been filed and is pending in a court or administrative tribunal, or when the Association finds that such an action is probable or imminent, (2) to consider third party contracts or information regarding appointment, employment, or dismissal of an employee, or (3) to discuss violations of rules and regulations of the Association or an owner’s unpaid share of common expenses. Any vote on these matters shall be taken at a meeting or portion thereof open to any owner.
• The Board must reserve a portion of the meeting of the Board for comments by owners; provided, however, the duration and meeting order for the owners comment period is within the sole discretion of the Board.
A majority of the Directors shall constitute a quorum to transact business for the corporation, and the act of the majority of the Directors present at any meeting shall be deemed to be the act to the Board of Directors.
• If there is a vacancy on the Board, the remaining members of the Board may fill the vacancy by a two-thirds (2/3) vote of the remaining Board members until the next annual meeting of the membership or until members holding 20% of the votes of the Association request a meeting of the members to fill the vacancy for the balance of the term. A meeting of the members shall be called for purposes of filling a vacancy on the Board no later than thirty (30) days following the filing of a petition signed by membership holding 20% of the votes of the Association requesting such a meeting.
• Any director who shall absent himself/herself from three (3) successive meetings, regular or special, may be removed by the following procedure:
• A director may be removed by the affirmative vote of two-thirds (2/3) of the votes present and voted, either in person or by proxy.
• No director shall be removed at a meeting of members entitled to vote unless the written notice of such meeting is delivered to all members entitled to vote on removal of directors. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting.
• Notwithstanding subparagraph (b), two-thirds (2/3) of the membership may remove a Board member as a director at a duly called special meeting.
4.12 Election of Officers:
The Board of Directors shall elect the officers of the Association, fix their duties, and may allow reasonable reimbursement for expenses incurred by them in and about the performance of their duties as such officers, all as is hereinafter set forth in these By-Laws.
There shall be an election of a:
• President from among the members of the Board, who shall preside over the meetings of the Board and of the membership;
• Secretary from among the members of the Board, who shall keep the minutes of all meetings of the Board and of the membership and who shall, in general, perform all the duties incident to the office of Secretary; and
• Treasurer from among the members of the Board, who shall keep the financial records and books of account.
4.13 Adoption of Rules and Regulations:
The membership hereby adopts the Rules & Regulations (Redbook) which were published and in effect as of July 1, 1993. The Board of Directors henceforth do not have authority to change, add, or vary from these existing Rules & Regulations without a unanimous and consensus vote of all (5) directors. A simple quorum or a split vote, for this purpose, will be insufficient to effect any change of the Rules or Regulations (Redbook).
Any Rule changes instituted after July 1, 1993 shall be voided upon passage of this Bylaw revision, unless said change had the unanimous and consensus vote of all five (5) directors. They may also, in order to better effectuate said rules and regulations, adopt reasonable sanctions for noncompliance therewith. The Board of Directors may also establish and levy reasonable fees for the issuance of building permits and for use of Association property. The Board of Directors shall also employ a sufficient number of persons to adequately maintain Association property. Further, the Board of Directors may adopt reasonable rules of order for the conduct of the meetings of the Association, and with reference thereto, on procedural questions upon which no ruling has been adopted, the ruling of the President of the meeting shall be final.
4.14 Appointment of Committees:
The Board of Directors may, if in their opinion it shall be reasonably necessary and advisable, create various committees and appoint members thereto from the membership of the Association. Such committees may be standing committees or temporary committees. The Board of Directors may assign to such committees various duties and responsibilities as may from time to time be appropriate. Such committees may be designated or created, shall be advisory in nature.
4.15 Financial Responsibilities of the Directors:
Prior to the annual meeting in each year, the Board of Directors shall adopt an operating budget to be presented to the membership at the annual meeting in accordance with Article 9, Section 9.03 of the Declaration. Upon adoption thereof, the Board of Directors shall, based upon said operating budget, and taking into consideration all sources of revenue that the Association may have, levy the annual dues assessment for each member of the Association for the following year such that the sum of the budgeted expenses does not exceed the sum of the annual dues assessment and all other sources of revenue. The Lake Wildwood Association shall collect and maintain replacement reserve and capital improvement funds in such amounts as are established by the Board of Directors for the replacement and improvement of the common elements and properties owned by the Association, and for such other purposes as may be directed by the Board of Directors.
All funds shall be deposited as per Article IV, Section 1, Item c) of the By-Laws.
4.16 Action Taken Without a Meeting:
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
4.17 Conflict of Interest:
A current Board of Director shall not receive any personal financial benefit, including payments, kickbacks and/or special treatment from any decisions of the current Board of Directors or Management with regard to any expenditures or investment of Lake Wildwood Association funds. This shall not preclude any authorized expenses incurred while conducting Association business, provided that adequate receipts are maintained.
A member of the Board of the Association may not enter into a contract with a current Board member, or with a corporation or partnership in which a Board member or a member of his or her immediate family has 25% or more interest, unless notice of intent to enter into the contract is given to unit owners within twenty (20) days after a decision is made to enter into the contract and the unit owners are afforded an opportunity by filing a petition, signed by 20% of the membership, for an election to approve or disapprove the contract; such petition shall be filed within twenty (20) days after such notice and such election shall be held within thirty (30) days after filing the petition. For purposes of this section, a Board member’s immediate family means the Board member’s spouse, parents and children.