BYLAWS of Southern Links Homeowners Association
Offices and Concept
Section 1.01 Registered Office and Registered Agent. The registered office and registered agent shall initially be as set forth in the “Certificate of Incorporation of The Southern Links Homeowners Association Inc.”(The Association) and continue as such until changed in duly adopted actions of the Board of Directors. Each registered office and registered agent may be changed from time to time by a duly adopted action of the Board of Directors, and the Corporation shall file an appropriate statement of change of registered office or registered agent promptly after the taking of such action in accordance with applicable law.
Section 1.02 Covenants, Conditions and Restrictions. The Declaration of Covenants, Conditions and Restrictions of The Village at Southern Links (The First Declaration) and The Estates of Southern Links (The Second Declaration) and The Summit at Southern Links (The Third Declaration) each contain therein many provisions which govern and control the operation of The Association. All such provisions in The First Declaration, The Second Declaration and The Third Declaration which pertain to the Association are deemed incorporated herein by reference thereto as if same were once again fully set forth herein. In the event of any conflict or inconsistency between the provisions of said Declarations and the Provisions of these Bylaws, then said Declarations shall control.
The Covenants governing The First Declaration is dated August 21, 1995; The Covenants governing The Second Declaration is dated August 21, 1995 and the Third Declaration is dated June 24th, 1997. All three Declarations fully accept and acknowledge the Covenants, which have been properly filed and recorded with the Tulsa County Courthouse. The Declaration of Covenants and Bylaws of The Association shall be binding to all Members.
Section 1.03 Future Phases. These Bylaws are intended to be broad enough so as to govern any and all future phases which are specifically denominated as a phase of The Southern Links and made a part of the Association by the developer thereof. It is recognized that such future phases of The Southern Links shall be governed by the Restrictions, Covenants and Declarations (The Future Declarations) expressed in this document. The Future Declarations may in the sole discretion of the Declarant thereof, make reference to and thereby adopt the provisions of these Bylaws, thereby incorporating the Property referred to in The Future Declarations into this Association and subjecting such future Property to these Bylaws. Any member of may enjoy any Common Area set forth in The First Declaration, The Second Declaration, The Third Declaration or Future Declarations a lot governed by any said Declarations.
Section 2.01 Place of Meeting. The President or his appointee shall hold all meetings on a month-to-month basis. Meeting locations and times may change due to various reasons.
Section 2.02 Annual Meeting. The Board of Directors may fix the date and time of the annual meeting of the members. At the annual meeting, the members then entitled to vote shall transact all business, including any necessary elections, as may properly be brought before the meeting.
Section 2.03 Special Meeting. Special meetings of the members of the Corporation may be called for any purpose for which meetings may lawfully be called at any time by the President or by a majority of the Board of Directors, and shall be called after the Corporation’s receipt of the request in writing of one-fourth of the members of the Corporation entitled to vote. Every request for a special meeting shall be state the specific purpose or purposes of the meeting. The date of the meeting shall be held at such date and time of the President may fix, but not less than 10 nor more than 60 days after the receipt of the request, and the Secretary shall give due notice thereof. If the President shall neglect or refuse to fix the time and date of such meeting, the person or persons calling the meeting may do so.
Section 2.04 Notice of Meetings: Quorum. Matters pertaining to Notice of Meetings and Quorums shall be governed by the terms set forth in paragraph 2.14 of The First declaration, The Second Declarations and The Third Declaration.
Section 2.05 Conduct of Meeting. All annual and special meetings of members shall be conducted in accordance with such rules and procedures as the Board of Directors may determine, subject to the requirements of applicable law and as to matters not governed by such rules and procedures as the chairman of such meetings shall determine. The chairman of any regular or special meeting of members shall be the President or, in his absence, the Vice-President of the Corporation. The Secretary, or in the absence of the Secretary, a person designated by the chairman of the meeting, shall act as secretary of the meeting.
Section 2.06 Membership, Voting Rights and the Association. All matters pertaining to Membership, Voting rights and the Association shall be governed by the terms set forth in Section 2.07 through 2.10 of The First Declaration, The Second Declaration and The Third Declaration.
Section 2.07 Membership. Every Lot owner is subject to assessment and shall automatically become and subject to the requirements of this Declaration. Membership shall be appurtenant to any Lot and may not be separated from ownership of any Lot, which is subject to assessment.
Section 2.08 Voting.
A). Class A Members shall be all owners of Houses constructed on Lots in any existing Declarant of The Association Boundaries and shall be entitled to one vote for each Lot owned. When more than one person holds an undivided interest in any Lot, all such persons shall be Members and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any one Lot. The Association assesses Class A Members annually.
B) Class B Members shall be the Developer of any Future Declarants to be added to The Association. The Declarant shall be entitled to one-half (½) votes for each Lot owned. The Class B Membership shall cease and be converted to Class A Membership once a Lot is sold to either developer, builder, individual, trust or corporation and house or dwelling construction has begun. Class B Membership is, however, limited. The Declarant of The Future Phases shall have rights of B Class Membership for a period of 5 years to the day after the first plotted lot is sold in that phase, at which time all Lots will be Class A Members and subject to assessment at a rate of one half the annual assessment until construction begins.
C) Valid Votes are either in person or by proxy. All votes must be by paper ballots provided by the Board. No show of hands style voting will be permitted. A Member may be a proxy voter for other Members by signature only. No Member may represent more than 2 proxy voters. Proxy votes must be submitted to the Board before a call for votes has closed. None will be permitted after the closing of the vote or after the results of the vote has been released by the Board.
D) A Renter or Leaser may vote by obtaining the proxy of the property owner. Proxy must be certified by signature of owner and delivered the Secretary on a yearly basis. Renters and Leasers may not hold office on the Board.
Section 2.09 Association. The Association has been incorporated as an Oklahoma non-profit corporation. The Association shall be the governing body for all of the Owners for the administration and operation of the Common Areas and the administration of this Declaration. The Association shall have the rights, privileges and authority reasonably implied from the existence of any right, privilege or authority granted to it in this Declaration or the Association Documents or otherwise reasonably necessary to effectuate any such right, privilege or authority,
Section 2.10 Further Definition of Class B Member. For the purpose of determining the number of lots owned by the Developer in order to determine its status as a Class B member, all lots owned by it which are subject to The Third Declaration. It is intended that The Future Declarations subjecting lots to this Association and these Bylaws will increase the length of time that the Developer shall remain a Class B member. It is further possible that the Developer may regain its status as a Class B Member by virtue of filing a Future Declaration.
Section 2.11 Assessments: Initial and Otherwise. The first annual assessment will be collected within a thirty-day period from the adoption of these Bylaws. The following annual assessments will be due within 30 days of June 15 on each successive year. An Assessment shall be deemed delinquent if not paid within the 30-day period. A delinquent owner will be fined additionally the amount of 0.25 cents per day for up to 90 days upon which time the homeowner’s delinquent assessment and fine will be placed in lien against his title with the proper financial, community, and county agencies. The combination of assessment due and fines will be subject to a 20.0% (twenty percent) yearly interest rate which will accumulate as debt in lien until all assessments, and fines are paid to the governing Association. The Board of Directors shall review the amount of such assessment annually and give notice by mail of the amount and due date thereof to all members.
Section 2.12 Purpose of Annual Assessments. Annual Assessments shall be made annually and shall be used for the purpose of promoting the enjoyment and welfare of the Owners and for the maintenance and improvement of the Common Areas and other portions of the Property for which the association has responsibilities as provided in this Declaration, including without limitation for the
a) maintenance and repair (and replacement as necessary, but excluding initial construction unless authorized by the Declaration) of the Common Areas, waterways, other facilities and operations, and all landscaped areas located within median strips, right of ways, or other portions of any dedicated or private streets on/or adjacent to the Property;
b) the payment of ad valorem taxes and similar charges and premiums for hazard and other insurance in connection with the Common Areas and such other portions of the Property as the Board deems appropriate (provided the pro-rata cost of such insurance shall be paid by the Owners of the portion of the Property covered) and public liability and other insurance of the association;
c) payments of the cost of labor, utilities, lighting, walkways, equipment (including the expense of leasing any equipment) and material required for, and management and supervision of, the Common Areas;
d) compliance with governmental regulations; e) carrying out the powers and duties of the Board and the Association;
f) payment for security for the Property; and
g) carrying out the purpose of the Association as stated in this Association Document.
2.13 Special Assessments for Capital Improvements In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a Special Assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Areas, including fixtures and personal property related thereto, provided that any such special Assessment shall have the assent of 51%(fifty-one percent) of the votes entitled to be cast by the Members present, voting in person or represented by valid proxy, at a meeting duly called for that purpose at which a quorum is present.
2.14 Notice and Quorum for any action authorized under sections 2.12 and 2.14. Written notice is required in section 2.13 and shall be sent to Members not less than 10 days nor more than thirty days in advance of the meeting. Notice for action under 2.13 shall require first class mail. Quorum during the Meeting shall be met with a simple majority vote of those attending the meeting. A hand count by the Secretary, or an appointee by the President, shall suffice to carry the action forward. The Board must validate the action during a regular voting session.
Section 3.01 Powers, Councilor Quorum and Scheduled Board Meetings. The Board of Directors shall have full power to manage business and affairs of the Corporation, except those specifically reserved to the Members by law, the Certificate of Incorporation or these Bylaws, are hereby granted to and vested in the Board of Directors. The Directors will meet without notice at such time and place as shall be designated from time to time by a duly elected action of the Board of Directors. The Directors must hold at least 10 meetings of the Board each year at a location suitable for attendance. A Quorum will be met when at least one Director is present from each Declarant. A Director may vote the other Director’s proxy in his or her Declarant by signature on a designated issue only. Proxy voting does not constitute a quorum.
Section 3.02 Number, Qualifications, Term of Office and Description of The Board of Directors. The Board shall consist of 6 elected representatives known as Directors. The Board of Directors shall consist of two (2) Representative Officials from each Declarant. These Representatives are to be known as Directors. Each Director shall be represented to the Board as a legal voting agent.
The following rules for Directors will apply:
1) No person may be elected as Director outside of his Declarant residence.
2) No person shall represent as Director more than one Declarant during any term of office.
3) An elected Director will serve for a 2 year term.
4) Each Director will be allowed one vote during all Board of Director Meetings.
5) Director must be at least 21 years of age.
6) Director must reside with the plotted boundaries of each representative Declarant.
7) Director will accept no remuneration by any sort for services to the Declarant or to the Association.
8) Penalty for acceptance of remuneration will be immediate expulsion by the President or by majority of the Board of Directors.
9) No person with a felony conviction may serve as a director for his Declarant.
Section 3.03 Elections, Resignations, Vacancies, Null Votes and Removal of Councilors. Each Declarant will elect semiannually two (2) representatives to the Board of Directors. A majority of the voters will elect the nominated representatives. Each Declarant will vote for two (2) nominees during the semiannual meeting and the two (2) nominees with the most votes for the post will be elected. In case of a tie for first or second place, a revote will be taken. In the event of a third tie, the Declarant will revote in thirty (30) days during a Special Election Meeting for that Declarant called by the previous elected Directors. The previous Directors will continue to serve in their elected positions until the new Directors are legally elected. If any Declarant fails to nominate members during the election process for the position of Director, then the Board will hold that Declarant’s proxy vote as null votes. All decisions, decisions or interpretations made by the Board of Directors, which consists of null representatives, shall be binding to all Declarants. Future Declarants shall have and be allowed all rights and representations to the Southern Links Homeowners Association Board of directors only if they are represented and legally processed in the same manner.
Removal of Directors: Any Director may be removed by the voting members or its Declarant, either for or without cause, at any meeting by the affirmative vote of a majority of the Members present, given that at least 25% of the affirmative vote of the Declarant is present. Any Director may be automatically removed from The Board if he/she misses more than 5 of the required 10 meetings in any calendar year. The Board calendar year begins with the Annual meeting held during the month of May and runs until the next annual meeting. In the event of the automatic removal of a Board Member, the remaining Directors will choose a temporary replacement from the affected Declarant. The new Director will have full proxy and responsibility of fair representation until the next annual meeting the following May. A vacancy is declared by the resignation of any Director. In the case of resignation the Director must deliver a signed resignation to the Board. Resignations do not need to be approved by the Board. The remaining Board Members will choose a temporary replacement from the affected Declarant. The new Director will have full proxy and responsibility of fair representation until the next annual meeting to be held in May. In either case of resignation or vacancy, if there are no Directors in office, then the election of Directors will be held by Special Meeting or during the next Annual Meeting. A Director may also become disqualified to be a Director if he/she moves from his residence in the Declarant. He/she may not maintain his/her Directorship on the Board once he/she moves from the residence.
Section 3.04 Organization. At every meeting of the Board of Directors, the President, if there is one, or, in the case of a vacancy in the office or absence of the President, the Director chosen by a majority of the Directors present, shall preside, and the Secretary, or, in his absence, the person appointed by the chairman of the meeting shall act as his Secretary of the meeting.
Section 3.05 Organizational Meeting. The first meeting of each newly elected Board of Directors shall be held without notice immediately following the semi-annual election of the Association, unless the members shall determine otherwise.
Section 3.06 Consent of Directors in Lieu of a Meeting. Unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, any action required or permitted be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting, without proper notice and without a vote if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
Section 3.07 Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the President or by two (2) or more of the Directors. Notice of the special meeting shall be given to each Director by one of the following: mail, telephone, telecopy, personal delivery or by email three (3) days before such meeting is to be held. Each such notice shall state the date, time and place of the meeting to be so held.
Notices of Meetings
Section 4.01 Notice. Whenever notice is required to be given to any Director or Member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or Member, at his address as it appears on the records of the Director, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States Mail. Notice to Directors may also be given in accordance with section 3.06 of Article 3 of this document.
Section 4.02 Waivers of Notice. Whenever any notice is required to be given a waiver thereof in writing, signed by the person or persons entitled to such giving of notice. Except in the case of a special meeting of members and as otherwise required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the members, Directors or Committee of Directors need be specified in any written waiver of notice of such meeting.
Section 4.03 Telephone/Electronic Conference Meetings. The Board may meet by telephone or by Internet without notice. Votes may be taken given all members have an opportunity to vote. The meetings need not be teleconferenced. Votes may be taken on a one to one basis without other members being present electronically. Only the President or his appointee may call for an electronic meeting. Electronic meetings do not fulfill regular monthly meeting requirements as called for in Section 3.01. Missing electronic meetings will not disqualify a Director from his elected seat.
Rights of the Declarants
Section 5.01 Definition of Declarant. The Southern Links Homeowners Association to date of this document has three defined Declarants as expressed in Section 1.02 of this Document. Any future Declarants shall be known as Future Declarants by this document until the time they are legally plotted and fully accept the terms of The Third Declarant since their construction will be on the Summit side of The Summit Security Gate as expressed in the Covenants to Declarant Three.
Section 5.02 Rights of The Declarants. These Bylaws recognize that each Declarant has Covenants unique to each; therefore each Declarant must be allowed the opportunity to alter the Covenants and Restrictions that guide and maintain property values for all Homeowners within the Declarants. Following is the method in which a Declarant may alter the Covenants:
1) The elected of the Declarant Councilors must draft the requested changes to the Covenants and place them into a Statement of Covenant Alteration.
2) This Statement of Covenant Alteration must be received by first class U.S. mail by every Member of the affected Declarant at least 30 days prior to vote.
3) The Directors must then arrange for a Special Election by the Declarant Members. Such election must be held within 60 days after the mailing of the Statement of Covenant Alteration or the process must restart.
4) If a two-thirds (2/3) majority of all Members within the Declarant agree that the Alteration of Covenants is proper and necessary to protect or enhance the value of their property, then a request is automatically filed with the Board of Directors for a legal decision since all Declarants are tied to one set of Bylaws and one Association.
5) The decision will be placed into the custody of the Board of Directors for final consideration. A simple majority vote of the Board will enable the Declarant to legally alter the Covenants within the boundaries of the affected Declarant.
6) The Members of the affected Declarant must pay all associated costs with the change.
7) If the Board of Directors rejects the Statement of Covenant Alteration, then the Declarant my re-file for either a reconsideration by the Board of Directors in six (6) months or for a revote by the Declarant by the same process in one year.
Section 5.02 Further Rules & Rights of the Declarants. Each Member of the Declarant has the right to propose any change to the Covenants, however; only the Board of Directors may alter the Bylaws. For a Member to request a change in the Covenants guarding his resident Declarant, the member must petition by signature on a Statement of Purpose at least thirty three percent (33%) of the Declarant Members. (One vote per Lot, see definition of Class A Member Section 2.08) This petition is provided to the Directors so that they may begin the proper filing for a Statement of Covenant Alteration. (See Section 5.01)
Section 5.03 Violations of Covenants. These Bylaws recognize that the Covenants have been in place since the Declarants were plotted with the State, County and City Agencies. Member(s) who willingly or unwittingly violated the Covenants of The Declarants may petition the Board of Directors for a six month extension to allow the Member(s) time to file for a Statement of Covenant Alteration before the Board requires the Member to bring his property to Covenant Code. Failure of a Member to bring the House or Lot to Covenant Code may cause the Board of Directors to take legal action against the Member. It is recognized by these Bylaws that potential fees and fines may be necessary actions against Violators before legal recourse is taken. If legal recourse is enacted then the so named Violator will pay all legal fees, if any, involved in the action. The Board of Directors is elected expressively for fair management of the Association and will not play favor with any Member of any status. All rights of all Members are set forth in the Covenants and the Board must see to their security unless they are legally altered.
Section 5.04 Member Responsibilities to Association Property
All members will be held financially responsible for any damage caused to Association Property or Right of Way granted to the Association. A fine will be charged to any Member who intentionally or unintentionally caused or created the damage. Repair will be done to the satisfaction of the Association Board. Failure to repair damage or comply will result in a lien of appropriate amount to the Members’ Property and will gain interest at a yearly rate of 20% interest.
In the event a member finds it necessary to use Association Property or Right of Way for purposes other than its intentional use, such as, but not limited to, moving equipment or vehicles on the common areas, or removal of a portion of the fence for access purposes, the member must first have written authorization from the Homeowners Association Board of Directors, and accompanied by a cash deposit in the amount of $300. The purpose of written authorization from the board of directors, is to protect the investment of all Association Members, and to insure items, such as sprinkler system lines, spray nozzles, lawns, shrubs, etc. will not be damaged. The purpose of the cash deposit is to insure the areas affected will be returned to the condition prior to the members use. Upon completion of Association Property or Right of Way use, the board will inspect the affected area to insure it has been returned to the original condition. If the board is satisfied, the members deposit will be returned within five (5) working days. If, for any reason, the board feels unsatisfied with the affected areas, then the member has the option to either; (a) be given fifteen (15) days to bring the affected areas up to standard on their own, or; (b) allow the Association to hire a contractor to repair the areas at the members expense. If the member chooses to do the repairs themselves, it must be completed within the fifteen (15) day period, or the Association will automatically assume that the member no longer intends to repair the affected areas, and the Association will hire a contractor to repair the area at the member’s expense. If the repairs exceed the deposit amount, the remaining balance will be billed to the member and will fall under the same guidelines as the assessments outlined in the Covenants and Bylaws of the Southern Links Homeowners Association. If the repair costs do not exceed the balance of the members deposit, the remaining amount will be returned within five (5) working days of completion of repairs. Members will be required to sign a contract stating they understand and agree with the above conditions, along with disclosing all plans and intentions, and the beginning date as well as the purposed completion date. The Southern Links Homeowners Association Board Members reserve the right to alter the contract for and if special circumstances should arise. Contact a representative in your Declarant for an application.
Section 5.05 Charge to Closing Companies
A nominal fee of $25 will be charged to any Title, Bank, Savings & Loan, Abstract, or Real Estate Company who requires the Association to supply a “Letter of Assessment Fulfillment” to their institution, that is a letter from the Association indicating to any person or business that a Member of the Association has paid all his assessments, Annual or Special, for any calendar year.
Section 6.01 Number, Qualifications and Designation. Members of the Board of Directors shall elect the officers of the Association. The Board will elect a President, Vice-President, Treasurer, and Secretary and other such officers as may be needed by the Board. One Director may hold more than one office. The Officers of the Board are fully empowered to act upon any and all issues of The Association defined and not defined within the boundaries of The Declarants. A Member may be an officer if he is an elected Director.
Section 6.02 Election, Term of Office, and Removal of Officers. The Officers are elected by nomination and majority decision of The Board of Directors. Officers will serve their post for a term of one year. Renomination and election of the Officers must occur at an annual meeting. Directors may serve the same post during their two (2) year tenure on the Board. Any Officer may resign their position on the Board without resigning from the Board. A simple majority vote is sufficient to elect a replacement officer to serve in that position until the end of the Office term. Resignation of office may be done without notice. If the Director removes himself or is forcibly removed; then; from the Board of Directors then Section 3.03 of these Bylaws governs the affected Declarant. Any Officer or agent elected or appointed by The Board of Directors may be removed at any time with or without cause by an affirmative vote of a majority of The Board of Directors.
Section 6.03 The President. The President shall be the Chief Executive Officer of The Corporation, shall serve as Chairman of the Board and shall have general supervisory over all operations of the Corporation, subject to the control of the Board of Directors. He/She shall execute preside at all meetings of the Members and the Board of Directors and shall assist the Board of Directors in the formulation of policies to be pursued by the executive management of the Corporation. It shall be his/her responsibility to see that the policies established by The Board of Directors are carried into effect. He/She shall execute and deliver, in the name of The Corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; in general, the President shall perform all duties incident to the office of Chief Executive Officer and Chairman of the Board of the Corporation.
Section 6.04 The Vice-President. The Vice-President, in order of the designation by the Board of Directors, shall perform the duties of the President in his absence. The President or the Board of Directors may from time to time assign other duties to the Vice-President.
Section 6.05 The Secretary. The Secretary shall attend all meetings of the Members, The Board of Directors and Committees thereof shall record the minutes of the proceedings thereat and shall keep a current and complete record thereof. The Secretary shall publish, keep and maintain records and reports of the Corporation as required by law; shall be the custodian of the Seal of the Corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the Office of Secretary and such other duties as may from time to time be assigned to him by The Board of Directors, The Chairman, the Chairman of the Board or the President. Each Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the President may from time to time prescribe.
Section 6.06 The Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation; shall have responsibility for the proper care and custody of all corporate funds and securities; shall keep full, accurate and complete records, receipts and disbursements of the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He/She shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render a report to the Board of Directors, whenever requested, of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe. In the absence of a Corporate Controller, the Treasurer shall be responsible for the performance of all the duties of the Controller. Each Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the President may from time to time delegate.
Section 6.07 Assistant Officers. The Board of Directors may appoint one or more assistant officers. Each assistant officer shall, at the request of or in the absence or disability of the Officer to whom he is an assistant, perform other duties as the Board of Directors may prescribe.
Section 6.08 Bonds. If required by the Board of Directors, any officer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation.