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HomeMy WebLinkAbout6B (3)/_�. (3 BY -LAWS OF OWNERS' ASSOCIATION AT BLACKTHORN, INC. ARTICLE I Name Section 1. Name. The name of this organization shall be Owners' Association at Blackthorn, Inc. This organization is also referred to hereinafter as "the Corporation ". Article II Nonprofit Organization Section 1. Nonprofit Organization. This shall be a non -profit organization, the object of which shall be to enforce the Declarations of Protective Covenants and Restrictions governing real property and development within the Blackthorn Corporate Park (Covenants) in South Bend, Indiana (Blackthorn), to maintain certain common landscaped areas within Blackthorn, to receive, account for and budget funds belonging to and/or benefitting � Blackthorn, to pay the expenses of the Architectural and Site Plan Committee (Committee), to assume other obligations with respect to Blackthorn as appropriate to carry out the purpose and intent of the Covenants. To accomplish its corporate powers as set forth herein, the organization is empowered to do all things necessary and expedient within the limitations of Internal Revenue Code Section 501 (c) (4) and (6). ARTICLE III Members Section 1. Membership. There shall be one (1) class of members of the Corporation, who shall be known as "Members." Each person or entity owning real property within Blackthorn shall be a Member of the Corporation in the manner provided in the Articles of Incorporation, Bylaws, and Covenants, and each member shall have the rights, privileges, duties, liabilities, limitations and restrictions which are therein and hereinafter provided: provided, however, the South Bend Redevelopment Commission (Commission) shall be a member of the Corporation in the stead of the South Bend Redevelopment Authority. The Commission shall be a Member of the Corporation until such time as neither it nor the South Bend Redevelopment Authority longer owns real estate within Blackthorn. Section 2. Membership Dues. The annual membership dues for Members shall be determined annually by the Board of Directors and shall be due and payable by all Members of the Corporation on or before the first day of March following the annual meeting. Section 3. Term of Membership. A Member shall remain a Member of the Corporation until such time as the Member no longer owns real estate within Blackthorn. The obligation to pay and credit for the payment of membership dues and of Assessments, as defined in the Covenants, of any Member whose membership in the Corporation terminates in this manner shall be deemed assigned to the subsequent owner effective upon any such conveyance. Section 4. Transfer of Membership. Membership in the Corporation shall not be transferrable or assignable in any manner except by the transfer of title to real estate within Blackthorn. Section 5. Voting Rights. Except as provided hereinbelow, each Member shall be entitled to one (1) vote per acre of land owned by that Member within Blackthorn for each matter submitted to the membership for a vote at each meeting of the membership. Except as provided herinbelow, no Member shall vote by proxy. The foregoing notwithstanding, each Member shall be entitled to only one (1) vote per legal lot of record owned by the Member within Blackthorn under the following circumstances: a. when voting to appoint any member of the Board of Directors; when voting to amend the Covenants, the Guidelines or this Code of Bylaws; when voting on a Member request to subdivide or otherwise modify, change or alter the size, dimensions or boundaries of the Member's Lot, as defined in the Covenants; d. when voting on a Member request to seek a rezoning of the Member's Lot; e. when voting on a Member request for a variance from or special exception to any zoning requirement for the Member's Lot; f. when voting on a Member request to re- designate the use of the Member's Lot, or otherwise modify, change or adjust the established or existing use the Member's Lot; when voting under special elections called by the Board of Directors. 2 A Member of the Corporation may give his proxy to a lawful occupant, under lease or other similar written agreement, of the Member's real estate located within Blackthorn, provided written notice of the proxy is provided to the Board of Directors prior to the date on which the proxy is to exercise the Member's voting rights. A Member or proxy may waive its right to vote on any issue or question called before the Corporation. ARTICLE IV Meetings Section 1. Place of Meetings. Meetings of the Members of the Corporation shall be held at such place as shall be specified in the notices thereof. Section 2. Annual Meetin . The Corporation shall hold an annual meeting= of the Members. The annual meeting shall be held each year in - October, at a place designated by the Board of Directors. The date of the annual meeting shall be specified in the written notice required by Section IV of the Bylaws. Section 3. Special Meetings Special meetings of the Members may be called by the President or by a majority of the Board of Directors. Section 4. Notice of Meetings At least five (5) days before the date of any meeting of Members, whether annual or special, written notice stating the place, day and hour of such meeting and the purpose for which it is called shall be mailed to each member by the Secretary or by the officer or person calling the meeting. Section 5. Ouorum. At any meeting of the Members, a quorum shall exist if more than fifty percent (50% of the Members are present, either in person or by proxy. A majority vote of the quorum shall be necessary for the transaction of any business by the meeting. ARTICLE V Board of Directors Section 1. Duties and Qualifications The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall consist of the appointed and elected directors, as provided herein, each of whom shall be entitled to vote. Section 2. Members and Terms of Office The Board of Directors shall consist of three (3) Members who are appointed as Directors by the Commission as per Section 3 of this Article V. Each Director shall serve for a term of three (3) years, except that the initial three (3) Directors shall serve terms of one (1), two (2) and three (3) years, respectively, so that no more than one (1) Director is elected or appointed in a given year. Section 3. Election and Appointment of the Board of Directors. The Commission shall retain the right to appoint: a. three (3) directors as long as the Commission owns not less than twenty- five percent (25 %) of the total land area within Blackthorn (exclusive of Common Areas, Landscape Easements and Conservation Easements, as defined in the Covenants); two (2) directors as long as the Commission owns not less than fifteen percent (15 %) of the total land area within Blackthorn (exclusive of Common Areas, Landscape Easements and Conservation Easements, as defined in the Covenants); one (1) director until such time as the Commission relinquishes its right to appoint one (1) director. The Nominating Committee shall recommend nominees for elected positions to the Board of Directors. A nominee must receive the vote of a majority of the Membership of the Corporation. Section 4. Vacancies. Any unexpired term on the Board of Directors shall be filled by a person appointed or elected in the manner provided in - Section 3, herinabove. Section 5. Compensation. Members of the Board of Directors shall receive no compensation for services as Directors of the Corporation. Section 6. Annual Meetinei. Unless otherwise agreed upon, the Board of Directors shall meet each year, immediately following the October annual meeting _ of Members at the place where such meeting of the Members was held and for the purpose of organization, and consideration of any other business which may be brought before the meeting. Notice of such annual meeting shall be included in the written notice of the =annual meeting of the Members. Section 7. Other Meetines. In the event of an emergency requiring action by the Board of Directors, notice may be given to each Director by telephone specifying the time, place and purpose of the emergency meeting. Section 8. Quorum. A majority of the membership of the Board of Directors shall be necessary to constitute a quorum for the conduct of business. The act of the majority of the membership of the Board of Directors shall be the act of the Board of Directors. ARTICLE VI Committees Section 1. Standing Committees. The standing committees of the Corporation shall consist of the Nominating Committee, Finance Committee, Membership and Facilities Committee, Architectural and Site Plan Review Committee, and such standing committees as the Board of Directors may from time to time create. Section 2. Chair of Standing Committees. The Chair of each standing committee shall be appointed by the President of the Corporation, in consultation with the Board of Directors. The Chair of each standing committee shall serve for a term of one (1) year commencing with the date of the October - annual meetm , or the date of appointment, and continuing until the next succeeding October annual meeting or until the successor is appointed and takes office. The President may at any time, with the approval of the Board of Directors, remove any Chair of a standing or special committee. Section 3. Members of Standing Committees. Each standing committee shall have such Members as are specified in Article VII of this Code of Bylaws. The Chair of each committee, after consultation with the President, shall appoint members of the committee. Notwithstanding the foregoing, the members of the Nominating Committee shall be appointed by the President with approval of the Board of Directors. Each standing committee shall elect, at its first meeting, one of its Members as its Secretary to record the minutes of its meetings. Section 4. Special Committees. Special committees may be appointed by the President with the concurrence of the Board of Directors for such special purposes as circumstances warrant. Any such special committee shall limit its activities to the accomplishment of the purpose for which it was created and shall have no power to act except as specifically conferred upon it by action of the Board of Directors. Upon acceptance by the Board of Directors of the final report of any such committee, such committee shall stand discharged. Section 5. Operating Procedures. Each committee, whether standing or special, shall submit to the Board of Directors a written report of its activities at least once annually, or more often when requested by the President or the Board of Directors. ARTICLE VII Composition and Duties of Standing Committee Section 1. Nominating_ Committee. The Nominating Committee shall consist of two (2) Board Members and up to two (2) additional Members of the Corporation. The Nominating Committee shall have completed its report of nominations for the various offices for the ensuing year at least thirty (30) days prior to the October - annual meeting. Section 2. Finance Committee. In addition to the Chair, the Finance Committee shall consist of the Treasurer of the Corporation, if that is a different person, and up to two (2) additional Members of the Corporation. The Finance Committee shall have general supervision and control of the finances of the Corporation and shall be responsible for the investment of funds, the deposit of funds with responsible banks or trust companies, and the proper distribution and use of such funds. The Finance Committee shall examine all the financial reports of the Corporation and investigate any material variations from the budget as shown in such reports. It shall also perform such other duties as this Code of By -Laws or the Board of Directors may prescribe and shall examine all records of the Treasurer with regard to the deposit of funds with responsible banks or trust companies and the proper distribution and use of such funds, and shall make recommendations to the Treasurer. Section 3. Membership and Facilities Committee. The Membership Committee shall consist of its Chair and up to three (3) additional Members of the Corporation. The Membership Committee shall be responsible for maintaining the membership rolls current and for the installation and maintenance of Common Areas, Landscape Areas and Conservation Easement Areas, as defined by the Covenants, within Blackthorn. Section 4. Architectural and Site review Committee. The Architectural and Site Review Committee shall consist of three (3) members. Each of the three (3) members of the Architectural and Site Review Committee shall be appointed by the Commission so long as the Commission owns at least five percent (5 %) of the real property within Blackthorn. Thereafter, the Board of Directors shall appoint (2) individuals to serve on this Committee. The Commission shall appoint the remaining member of this Committee until such time as the Commission relinquishes this right, in writing, at which time the right to make this appointment shall vest in the Board of Directors. The members of the Architectural and Site Review Committee are not required to be Members of the Corporation. The Architectural and Site Review Committee shall review proposed plans and specifications for the commencement, construction, erection, alteration, maintenance, or sufferance of any Improvement, as defined in the Covenants, for compliance with the Covenants and Guidelines, as defined in the Covenants, and no Improvements may be commenced, constructed, erected, altered, maintained, or suffered on any Lot, nor shall any addition, change, or alteration thereon be made without prior approval of the Architectural and Site Review Committee. The Committee shall conduct its activities in accordance with the provisions of the Covenants. C, ARTICLE VIII Officers Section 1. Number and Qualifications. The officers of the Corporation shall consist of a President, a Vice - President, a Secretary, a Treasurer, and such assistant of subordinate officers as the Board of Directors shall deem necessary. The positions of Secretary and Treasurer may be held by one person and designated as Secretary/Treasurer. Officers of the Corporation must be Members of the Corporation, but need not be Board members, except for the President who shall be selected from among the Board members. Section 2. Election of Officers. Each officer of the Corporation shall be elected annually by the Members at its October nnual meeting to hold office for a term of one (1) year, commencing on the date of the officer's election and continuing until the officer's successor is duly elected and takes office. Section 3. Vacancies. Whenever any vacancies shall occur in any of the offices of the Corporation by reason of death, resignation, removal or otherwise, the same shall be filled by the Board of Directors, and any officer so elected shall hold office until the next October nnual meeting of the Board of Directors and until the officer's successor shall be duly elected and qualified. Section 4. Removal. Any officer of the Corporation may be removed from office by the Members of the Corporation whenever, in their judgment, the best interest of the Corporation will be served thereby. Section 5. Delegation of Official Authority. In case of the absence or disability of any officer of the Corporation, the Board of Directors may delegate the powers or duties of such officer to any officer or any other qualified person for a specified period of time. ARTICLE IX Duties of Officers Section 1. President. The President shall be a Member of the Corporation and a Director of the Corporation and shall preside at the =annual meeting and all regular and special meetings of the Directors and Members. The President shall be a member of all standing and special committees with the exception of the Nominating Committee, and shall discharge all the usual functions of the chief executive officer of a corporation, including the execution on behalf of the corporation of all deeds, leases, contracts and other official documents, and shall perform such other duties as the Code of By -Laws or the Board of Directors may prescribe. Section 2. Vice - President. The Vice - President shall be a Member of the Corporation, and shall, in the order designated by the Board of Directors, perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as this Code of By -Laws or the Board of Directors may prescribe. Section 3. Secretary. The Secretary shall be a Member of the Corporation and shall attend all meetings of the Members and Directors and shall keep, or cause to be kept, in a book provided for the purpose, a true and complete record of the proceedings of the Corporation, a copy of all deeds, leases, contracts and other official documents, and shall attend to the giving and serving of all notices of corporate meetings pursuant to this Code of By -Laws, shall have custody of the books (except book of account), shall perform all duties pertaining to the office of the Secretary and such other duties as this Code of By- Laws or the Board of Directors may prescribe. The same Member may be elected to the offices of Secretary and Treasurer. Section 4. Treasurer. The Treasurer shall be a Member of the Corporation and shall keep, or cause to be kept, correct and complete records of account, showing accurately at all times the financial condition of the Corporation and shall cause to be prepared all tax returns and financial reports. Subject to the direction of the Board of Directors and Finance Committee, the Treasurer will be responsible for the collection of all Assessments, the issuance of Assessment delinquency notices, the placement of liens as the result of non - payment of assessments as provided in the Covenants, the handling and safekeeping of the Corporation and all funds, monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation and shall deposit, or cause to be deposited, the funds of the Corporation with such depositories as the Board of Directors and Finance Committee shall designate. The Treasurer shall furnish at meetings of the Board of Directors or whenever requested by the Board, a statement of the financial condition of the Corporation, and shall perform such other duties as this Code of By -Laws or the Board of Directors may prescribe. The same Member may be elected to the offices of Secretary and Treasurer. ARTICLE X Mkcellnnenim Section 1. Corporate Seal. If the Board obtains a seal of the Corporation, it shall be circular in form with the name of the Corporation around the periphery and the words "Nonprofit" and "Seal" through its center. Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of each year and end on the last day of the year. Section 3. Rules of Order. Meetings of members and meetings of the Board of Directors shall be governed by the rules contained in the Roberts Rules of Order, Revised, in all cases in which such Rules are applicable and in which they are not inconsistent with the Articles of Incorporation, this Code of By -Laws or any special rules of order of the Corporation. Section 4. Disbursement of Assets upon Dissolution. Upon any dissolution of the Corporation, all of its assets and properties shall become the property of, and transferred to, the Commission to be used to maintain and further the development of the Blackthorn Corporate Park. Section 5. Affiliation with Other Entities. The Board may, in its discretion, enter into affiliation with any other organization whose goals and objectives will advance or enhance the purposes of the Corporation, provided that such affiliation will not adversely affect the tax status of the Corporation. Section 6. Indemnification. Each Director and officer shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such Director or officer, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty. Such costs and expense shall include amounts reasonably paid in settlement for the purpose of curtailing costs of litigation, but only if the Corporation is advised in writing by legal counsel that in his opinion the person indemnified did not commit such negligence or misconduct. ARTICLE XI Section 1. Amendments to By -Laws. Subject to law and the Articles of Incorporation, the power to make, alter, amend or repeal all of any part of this Code of By -Laws is vested in the Board of Directors. The affirmative vote of a majority of all the members of the Board shall be necessary to effect any such change in this Code of By -Laws. These By -Laws were duly adopted and approved by the Board of Directors of the Corporation at a meeting called for that purpose on the day of , 2012. Jon Cook, President Greg Downes, Secretary William Panzica, Treasurer 10