By-Laws of North Ridge Estates Homeowners Association, Inc.
ARTICLE I
NAME, PRINCIPAL OFFICE AND DEFINITIONS
Section 1. Name. The name of the Association shall be North Ridge Estates Homeowners Association, Inc. (hereinafter sometimes referred to as the “Association”).
Section 2. Principal Office. The principal office of the Association in the State of Kentucky shall be located in the County of Woodford, at such location as shall be determined by the Board of Directors. The
Association may have such other offices, either within or without the State of Kentucky, as the Board of Directors may determine or as the affairs of the Association may require.
Section 3. Definitions. The words used in these By-Laws shall have the same meaning as set forth in Restrictions for Units 2, 2A, 2B and 2C of North Ridge Estates (said Restrictions, as amended, renewed, or
extended from time to time, are hereinafter sometimes referred to as the “Restrictions”), unless the context shall prohibit.
ARTICLE II
ASSOCIATION: MEMBERSHIP, MEETINGS, QUORUM, VOTING, PROXIES
Section 1. Membership. The Association shall have one (1) class of membership. As used in these By-Laws, the terms “Members” and “Membership” shall refer to all Members of the Association collectively,
and the term “Member” shall refer to any individual Member of the Association.
Section 2. Place of Meetings. Meetings of the Membership of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be
designated by the Board of Directors either within the Properties or as convenient thereto as possible and practical.
Section 3. Annual Meetings. The first meeting of the Membership, whether a regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association. The next annual
meeting shall be set by the Board so as to occur no earlier than one hundred twenty (120) days and no later than ninety (90) days before the close of the Association’s Fiscal Year. Subsequent regular annual
meetings of the Membership shall be held within thirty (30) days of the
same day of the same month of each year thereafter at an hour set by the Board. Subject to the foregoing, the annual meeting shall be held at a date and time as set by the Board of Directors.
Section 4. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of
a quorum of the Board of Directors or upon a petition signed by Members representing at least thirty percent (30%) of the total votes of the Association. The notice of any special meeting shall state the date,
time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 5. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the 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 thirty-five (35) 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 statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special
meeting except as 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 or her address as it appears on the records of the Association, with
postage thereon prepaid.
Section 6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either
before or after such meeting. Attendance at a meeting by a Member or alternate shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack
of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening
of the meeting, of which proper notice was not given, is raised before the business is put to a vote.
Section 7. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, Members representing a majority of the votes present at such meeting, either in
person or by alternate, may adjourn the meeting to a time not less than five (5) nor more than thirty-one (31) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present,
any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or
if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.
The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that Members or their alternates representing at least twenty-five (25%) percent of the total votes of the Association remain present, and provided further that any action taken is approved by at least a majority of the Members required to constitute a quorum.
Section 8. Voting. Each Member shall be entitled to one vote in membership meetings provided that the Member has paid all assessments and is otherwise in good standing with respect to the Restrictions
applicable to such Member’s property.
Section 9. Proxies. Members may vote by proxy through their designated alternates, who must be a Member, provided that the proxy is filed in writing with the Secretary prior to the meeting at which the
proxy is to be cast.
Section 10. Manner of Acting. At any meeting of the Membership of the Association at which a quorum is present, the acts of the Members of the Association shall be determined by a majority of the total votes of the
Association which may be cast.
Section 11. Majority. As used in these By-Laws, the term “majority” shall mean those votes, owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total number.
Section 12. Quorum. Except as otherwise provided in these By-Laws, the presence in persons or by alternate of the Members representing a majority of the total vote of the Association shall constitute a quorum
at all meetings of the Association.
Section 13. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the
meeting, as well as a record of all transactions occurring thereat.
Section 14. Action Without A Meeting. 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 the 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, and such consent shall have the same force and effect as a unanimous
vote of the Members.
ARTICLE III
BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGS
A. Composition and Selections.
Section 1. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one (1) vote. Except as provided in Section 2 of this Article, the Directors shall be Members or spouses of such Members; provided, however, no person and his or her spouse may serve on the Board at the same time except during the term of the initial Board. In the case of an Owner which is a corporation or partnership, the person designated in writing to the Secretary of the Association as the representative of such corporation or partnership shall be eligible to serve as a director.
Section 2. Initial Board of Directors. The initial Board of Directors shall be identified in the Articles of Incorporation and shall serve for a term of one year.
The initial Board need not be Members or spouses of such Members as provided in Section 1 of this Article.
Section 3. Number of Directors. The number of directors of the Association shall be not less than three (3) nor more than nine (9). The initial Board shall consist of three (3) Members as identified in
the Articles of Incorporation. The Board of Directors shall use its efforts to maintain its membership at an odd number (i.e.: 3, 5, 7 or 9) in order to maintain a voting composition that will yield a clear
majority.
Section 4. Nomination of Directors. Nominations for election to the Board of Directors shall be made by Members of the Association at an annual meeting. Nominations shall be permitted from the floor. All
candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
Section 5. Election and Term of Office. Notwithstanding any other provision contained herein:
The initial Board shall serve for a term of one year.
At the first annual meeting of the Membership after the end of the term of the initial Board and at each annual meeting of the Membership thereafter, all directors shall be elected by the Members.
All directors other than the Initial Board of Directors, shall be elected to serve for a term of two (2) years. The members of the Board of Directors shall hold office until their respective successors shall
have been elected by the Association. Directors may be elected to serve any number of consecutive terms.
Section 6. Voting Procedure for Directors. At any election of directors to the Board of Directors, each Member may cast, in respect to each vacancy, as many votes as he or she is entitled to exercise under
Article II, Section 8 herein. The candidates receiving the largest number of votes shall be elected.
Section 7. Removal of Directors and Vacancies. Directors may be removed, with or without cause, by a vote of the Members holding a majority of the votes of the Association. Any director whose removal is
sought will be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall then and there be elected to fill the vacancy.
Any director who has three (3) consecutive unexcused absences from Board of Directors meetings or who is delinquent in the payment of any assessment for more than thirty (30) days may be removed by a majority
of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board of Directors. In the event of the death, disability, or resignation of a
director, a vacancy may be declared by the Board of Directors and it may appoint a successor. Any director appointed by the Board of Directors shall serve for the remainder of the term such successor was appointed
to fill.
B. Meetings.
Section 8. Organizational Meetings. The first meeting of the Board of Directors following each annual meeting of the membership shall be held within ten (10) days thereafter at such time and place as shall be
fixed by the Board.
Section 9. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least four (4) such
meetings shall be held during each fiscal year with at least one (1) per quarter. Notice of the time and place of the meeting shall be communicated to directors not less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Section 10. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President or by a majority of directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the director or to a person at the director’s office or home
who would reasonably be expected to communicate such notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given at the director’s telephone number or sent to the director’s address as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting.
Section 11. Waiver of Notice. The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call
and notice if (a) quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or any approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 12. Quorum of Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that
meeting. If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than
thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted
without further notice.
Section 13. Compensation. No director shall receive any compensation from the Association for acting as such unless approved by Members holding a majority of the total vote of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors. Nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving reasonable compensation therefor.
Section 14. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book of meetings of the Board of Directors, recording therein all
resolutions adopted by the Board of Directors and all transactions and proceedings occurring at such meetings.
Section 15. Open Meetings. Subject to the provisions of Section 16 of this Article, all meetings of the Board shall be open to all Members, but Members other than directors may not participate in any discussion
or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak.
Section 16. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote. An explanation of the action taken shall be mailed to each Member within the Properties within three (3) days after the written consents of all the Board members have been obtained.
C. Powers and Duties.
Section 17. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the Association’s affairs and, as provided by law, may do all acts and things as are not prohibited by the Restrictions, Articles, or these By-Laws or directed to be done and exercised exclusively by the Members or the Membership generally.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these By-Laws or by any resolution of the Association that may be hereafter adopted, the Board of Directors shall have the power to and shall be responsible for the following, in
way of explanation, but not limitation:
(a) preparation and adoption of an annual budget in which there shall be established the contribution of each Owner to the payment of expenses necessary to maintain or preserve any common area with North Ridge
Estates (“Common Area”) as designated on any recorded subdivision plat for Unit 2, 2A, 2B and/or 2C of North Ridge Estates (“Common Expenses”).
(b) making assessments to defray the Common Expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; provided, unless otherwise determined by the Board of Directors, the annual assessment for each Lot’s proportionate share of the Common Expenses shall be payable in equal monthly, quarterly or annual installments, as determined by the Board of Directors, each such installment to be due and payable in advance on the first day of each month, quarter or fiscal year, as applicable;
(c) providing for the operation, care, upkeep, development, landscaping and maintenance of all of the Common Area;
(d) designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association, its property, and the Common Area and, where appropriate, providing for the
compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties;
(e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association; provided, any reserve fund may be deposited, in the directors’ best business judgment, in depositories other than banks;
(f) making and amending rules, regulations and restrictions;
(g) opening of bank accounts on behalf of the Association and designating the signatories required;
(h) making or contracting for the making of repairs, additions, and improvements to or alterations of the Common Area;
(i) enforcing by legal means the provisions of the Restrictions, these By-Laws, and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association;
(j) obtaining and carrying insurance against casualties and liabilities and paying the premium cost thereof;
(k) paying the cost of all services rendered to the Association or its Members and not chargeable to Owners;
(l) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the Owners and mortgagees, their duly authorized agents, accountants, or attorneys, during general business hours on working days at the time and in a manner that shall be set and announced by the Board of Directors for the general knowledge of the Owners. All books and records shall be kept in accordance with generally accepted accounting practices;
(m) make available to any prospective purchaser of a Lot, any Owner of a Lot, any first Mortgagee, and the holders, insurers, and guarantors of a first Mortgage on any Lot, current copies of the Restrictions, the
Articles of Incorporation, By-Laws, rules governing the Lot, and all other books, records, and financial statements of the Association; and
(n) permit utility suppliers to use portions of the Common Area, except any Common Area located within a Lot, reasonably necessary to the ongoing development or operation of the Properties.
Section 18. Accounts and Reports, The following management standards of performance will be followed unless the Board of Directors by resolution specifically determines otherwise:
(a) accrual accounting, as defined by generally accepted accounting principles, shall be employed;
(b) accounting and controls should conform to generally accepted accounting principles;
(c) cash accounts of the Association shall not be commingled with any other accounts;
(d) no remuneration shall be accepted by the management agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder’s fees,
service fees, prizes, gifts, or otherwise; anything of value received shall benefit the Association;
(e) any financial or other interest which the management agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors;
(f) commencing at the end of the month in which the first Lot is sold and closed, financial reports shall be prepared for the Association at least quarterly containing:
(i) an income statement reflecting all income and expense activity for the preceding period on an accrual basis;
(ii) a statement reflecting all cash receipts and disbursements for the preceding period;
(iii) a variance report reflecting the status of all Association ledger accounts in an “actual” versus “approved” budget format;
(iv) a balance sheet as of the last day of the preceding period;
(v) a delinquency report listing all Owners who are delinquent in paying the monthly installments of assessments at the time of the report and describing the status of any action to collect such installments
which remain delinquent (any installment not paid within ten (10) days of the due date shall be deemed delinquent without notice or demand); and
(g) an annual report as of the end of the Fiscal Year consisting of at least the following shall be distributed to all Members within one hundred twenty (120) days after the close of the Fiscal Year: (1) a balance sheet; (2) an operating (income statement); and (3) a statement of changes in financial position for the Fiscal Year. The annual report referred to above may be prepared on an audited, reviewed, or unaudited basis, as determined by the Board of Directors, by an independent certified public account for any Fiscal Year in which the gross income of the Association exceeds Twenty-Five Thousand Dollars ($25,000.00). If said report is not prepared by an independent certified public account, it shall be accompanied by the certificate of an authorized
officer of the Association that the statements were prepared without audit from the books and records of the Association.
Section 19. Borrowing. The Board of Directors shall have the power to borrow money for the purpose of repair or restoration of the Common Area without the approval of the Membership; provided, however, the Board of Directors shall obtain Member approval for special assessments in the event that the proposed borrowing is for the purpose of modifying, improving, or adding amenities, and the total amount of such borrowing exceeds or would exceed five percent (5%) of the budgeted gross expenses of the Association for the Fiscal Year.
Section 20. Rights of the Association. With respect to the Common Area, and in accordance with the Articles of Incorporation and By-Laws of the Association, the Association shall have the right to contract
with any Person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, operational, or other agreements with
trusts, condominiums, cooperatives, or neighborhood and other owners or residents associations, both within and without the Properties. Such agreements shall require the consent of two-thirds (2/3) of the Board of
Directors.
The Association shall not be bound, either directly or indirectly, by any contract, lease, or other agreement (including any management contract) executed during the term of the initial Board unless such contract, lease or other agreement contains a right of termination exercisable by either party without penalty at any time, with or without cause, upon not more than ninety (90) days notice to the other party.
Notwithstanding anything to the contrary contained herein, the Association, through its Board of Directors, shall have the right to enter into a declaration of easements and covenants to share costs or similar arrangement whereby the Association assumes maintenance responsibility for property which it does not own, or grants easements to Persons who are not Members, in consideration for payment by the owner of such property or such nonmembers of all or a portion of the costs associated with such maintenance or use.
Section 21. Enforcement. The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the property of the violating Owner, and to suspend an Owner’s right to vote for violation of any duty imposed under the Restrictions, these By-Laws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize the Association or the Board of Directors to limit ingress and egress to or from a Lot. In the event that any occupant of a Lot violates the Restrictions, By-laws, or a rule or regulation and a fine is imposed, the fine shall first be assessed against the occupant; provided, however, if the fine is not paid by the occupant within the time period set by the Board, the Owner shall pay the fine upon notice from the Association. The failure of the Board to enforce any provision of the Restrictions, By-Laws, or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.
Notice. Prior to imposition of any sanction hereunder, except the suspension of voting rights for nonpayment of assessments, the Board or its delegate shall serve the alleged violator with written notice describing (i) the nature of the alleged violation, (ii) the proposed sanction to be imposed, (iii) a period of not less than ten (10) days within which the alleged violator may present a written request to the Board of Directors for a hearing; and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within ten (10) days of the notice. If a timely challenge is not made, the sanction stated in the notice shall be imposed.
(b) Hearing. If a hearing is requested in a timely manner, the hearing shall be held in executive session affording the Owner a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(c) Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through the Board of Directors, may elect to enforce any provision of the Restrictions, these By-Laws, or the rules and regulations of the Association by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the procedure set forth above. In any case action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney’s fees actually
incurred.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Association shall be a President, Vice-President, Secretary, and Treasurer, to be elected from among the members of the Board. The Board of Directors may 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 (2) or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election, Term of Office, and Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors and thereafter at each
annual meeting of the membership. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interest of the Association will be served thereby and a majority of the Directors have approved
such removal.
Section 4. President. The President shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association. The President shall preside at all meeting of the Board of Directors, and shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice-President shall posses the power and may perform the duties of the President in his absence or disability. The 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.
Section 6. 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 By-Laws or as required by law; be custodian of the corporate records and of the seal of the Association and, as necessary or appropriate, see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member and each director which shall be furnished to the Secretary by each such member and director; and, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association
from any source whatsoever; deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article III,
Section 17(e) of these By-Laws; keep an accurate account of the finances of the Association on the books of the Association prepared and furnished for that purpose; render an account at such times as the Board
of Directors may require; 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 by the President or by the Board of Directors. However, the Treasure may delegate all or part of the preparation and notification duties to a finance committee, the management agent, or both.
Section 8. Resignation, 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 the
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 9. Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts, deeds, leases, checks and other instruments of the Association shall be executed by at least two (2) officers or by
such person or persons as may be designated by resolution of the Board of Directors.
Section 10. Compensation. Officers shall not receive compensation for their services as such, but may receive reimbursement for such reasonable expenses of conducting the business and affairs of the
Association as the Board of Directors shall from time to time determine. Nothing herein contained shall be construed to preclude any directors from serving the Association as an employee and receiving
reasonable compensation therefor.
ARTICLE V
COMMITTEES
Section 1. Finance Committee. The Board of Directors may appoint a Finance Committee to assist the Treasurer, subject to such limitations as the Board of Directors by resolution may impose.
Section 2. Other Committees. The Board of Directors may appoint from time to time such other committees to serve such purposes of the Association as the Board of Directors shall deem appropriate.
Section 3. Committee Requirements and Limitations. Notwithstanding any other provision of these By-Laws, each committee appointed by the Board of Directors shall: (a) be subject to such limitations as may be imposed by the Board of Directors, these By-Laws, the Articles of Incorporation, or applicable law; (b) include at least two (2) directors of the Association; and (c) keep regular minutes of its meetings and
shall present the same to the Board of Directors at the meetings of the Board of Directors.
ARTICLE VI
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors.
Section 2. Parliamentary Rules. Except as may be modified by Board resolution, Robert’s Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Kentucky law, the Articles of Incorporation, the Restrictions, or these By-Laws.
Section 3. Conflicts. If there are conflicts or inconsistencies between the provisions of Kentucky law, the Articles of Incorporation, the Restrictions, and these By-Laws, the provisions of Kentucky law, the
Restrictions, the Articles of Incorporation, and these By-Laws (in that order) shall prevail.
Section 4. Books and Records.
(a) Inspection by Members and Mortgagees. The Restrictions and By-Laws, membership register, books of account, and minutes of meetings of the Members, the Board of Directors, and committees shall be made available for inspection and copying by any Mortgagee, Member of the Association, or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her
interest as a Member at the office of the Association or at such other place within the Properties as the Board of Directors shall prescribe.
(b) Rules for Inspection. The Board of Directors shall establish reasonable rules with respect to:
(i) Notice to be given to the custodian of the records;
(ii) hours and days of the week when such an inspection may be made; and
(iii) payment of the cost of reproducing copies of documents requested.
(c) Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and a copy of relevant documents at the expense of the Association.
Section 5. Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications under these By-Laws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States Mail, first class postage prepaid:
(a) if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Lot of such Member; or
(b) if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated by notice in
writing to the Members pursuant to this Section.
Section 6. Amendment. These By-Laws may be amended only by the affirmative vote (in person or by alternate) or written consent of Members representing seventy-five percent (75%) of the total votes of
the Association. However, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. No
amendment shall be effective until recorded in the public records of Woodford County, Kentucky.
Section 7. Management Agent.
(a) The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board
of Directors shall authorize. The Board of Directors may delegate to the management agent or manager, subject to the Board’s supervision, all of the powers granted to the Board of Directors by these By-Laws, other than the powers set forth in subparagraphs (a), (b), (f), (g), and (i) of Section 17 of Article III of these By-Laws. The Developer, or an affiliate of the Declarant, may be employed as management agent or
manager.
(b) No management contract may have a term in excess of one (1) year and must permit termination by either party without cause and without termination fee or penalty on ninety (90) days or less written notice.
CERTIFICATION
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of North Ridge Estates Homeowners Association, Inc., a Kentucky Nonprofit Corporation;
That the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the Board of Directors thereof held on the ____ day of _____________, 2001.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Association this ____ day of ________________, 2001.
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SECRETARY
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