By-laws
BY-LAWS
OF
COUNTRY CLUB VILLA ASSOCIATION,
PHASE I
(A Minnesota Non-Profit Corporation)
ARTICLE I
IDENTITY
These are the By-Laws of Country Club Villas, a Minnesota Non-profit corporation (hereinafter called the Association), the Articles of Incorporation of which are filed in the office of the Secretary of State on December 18, 1989, and are subject to the Country Club Villas Declaration of Covenants, Conditions, and Restrictions, hereinafter referred to as Declaration. The Association has been organized for the purpose of administering Country Club Villas.
For purpose of these By-Laws, term specifically defined in the Declaration shall have the meaning ascribed therein.
ARTICLE II
MEMBERS
The qualifications of members and the manner of their admission into the Association shall be as follows:
A holder of an interest of a townhouse in Country Club Villas Townhomes Unit shall be virtue of such interest be a member of this Association.
When one or more persons hold an interest in a townhouse, all such persons shall be members.
It shall be the duty of each holder of an interest to register his name and the nature of his interest with the Secretary of the Association. If the holder of an interest does not register his interest, the Association shall be under no duty to recognize his ownership.
The share of a member in the funds and assets of the Association cannot be assigned, pledged, encumbered or transferred in any manner, except as an appurtenance to his townhouse.
ARTICLE III
MEMBERS' MEETING - VOTING
Section 1. Place of Meeting. The first meeting of the members shall be held at the call of the President or the Vice-President or by the First Board of Directors as soon as is convenient after the first meeting of the Directors.
Section 2. Annual Meetings. The annual meetings of the members shall be held on the 25th day of July in every year commencing in 1990, at such time and place as is specified by the Board of Directors for the purpose of electing a Board of Directors and transacting any other business authorized to be transacted by the members.
Section 3. Special Meetings. Special meetings of the members may be called at any time by the President, Vice-President, or by the Board of Directors and must be called by such officers upon receipt of a written request by a majority of the members.
Section 4. Notice of Meetings. Notice of all meetings of the members stating the time and place and the objectives for which the meeting was called shall be given by the President or Vice-President or Secretary unless waived in writing. Such notice shall be in writing to each member at his address as it appears on the books of the Association and shall be mailed not less than five (5) days nor more than twenty (20) days prior to the date of the meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. The notice of the meeting may be waived before or after such meeting.
Section 5. Voting. Only members shown on the Roll as of the date of meeting shall be entitled to attend and vote, except that the mortgagee of any individual unit may attend and participate in any general or special meeting but shall have no vote unless granted by written proxy.
Voting power shall be the vote allocated to each townhouse as a unit. One vote per unit.
Section 6. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, 1/3 of the votes of class A and all class B votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 7. Adjournment. Any meeting may be adjourned to another time and place without further notice.
Section 8. Apportionment of Vote. Where there is more than one holder of an interest in a townhouse, the voting power of such interest shall be cast by the person named in a certificate signed by all of the holders of an interest in the townhouse and filed with the Secretary of the Association. Such certificate shall be valid until revoked by a subsequent certificate.
Approval or disapproval of all of the holders of an interest in a townhouse upon any matter, whether or not the subject of a meeting of the members, shall be by the same person who would cast the vote of such townhouse if in a meeting of the members.
Section 9. Proxy. Votes may be cast in person or by written proxy. Proxies must be filed with the Secretary before the appointed time of the meeting and shall be valid until revoked in writing. A proxy may be given only to another member of the Association or a lien holder of a townhouse.
Section 10. Roll Call. At the beginning of each meeting, the Secretary shall render and certify the Roll showing a list of all of the members entitled to vote at such meeting, the percentage voting power of each and the name of the person entitled to cast each such member's vote by virtue of a certificate or proxy then in effect.
Section 11. Cumulative Voting. There shall be no cumulative voting.
Section 12. Order of Business. The order of business at the annual meetings of the members and as far as is practical at all other meetings of member shall be:
Election of chairman of the meeting
Roll call and certifying of proxies
Proof of notice of meeting or waiver of notice
Reading and disposal of any unapproved minutes
Reports of officers
Report of committees
Election of inspectors of election
Election of directors
Unfinished business
New business
Adjournment
ARTICLE IV
DIRECTORS
The first Board of Directors shall consist of three (3) persons as set forth in the Articles of Incorporation. Said first Directors shall serve until there are members other than the Declarant, representing 66% of the townhouses in Country Club Villas Townhomes and successor Directors have been duly elected and qualified, unless said Directors sooner resign.
The second Board of Directors and all successive Boards shall be elected by the voting power of the Association and such Boards shall consist of not less than three (3) nor more than seven (7) persons as is determined from time to time. Each Director shall be either the holder of an interest of a townhouse or be an officer or designated agent of a corporate holder of an interest.
Election of the second Board of Directors and all subsequent Boards shall be conducted in the following manner:
Section 1. Nomination. Nominations may be made from the floor at the annual meeting. All nominations must be made from among the members of the Association.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Section 3. Term of Office. See Article of Incorporation.
Section 4. Removals and Vacancies. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of a vacancy due to death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 5. 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. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting unless such notice is waived.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the President and must be called by the Secretary at the written request of one-third (1/3) of the votes of the Board. Not less than three (3) days' notice must be given personally or by mail, telephone or telegraph to each Director which notice shall state the time, place (as hereinabove provided) and purpose of the meeting.
Section 7. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice.
Section 8. Board of Director's Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 9. Presiding Officer. The presiding officer of Directors meetings shall be the President and in his absence the Vice-President. In the absence of the President and Vice-President, the Directors may designate one of their number to preside.
Section 10. Compensation. Directors shall receive no compensation for their services. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 11. Action Taken Without a Meeting. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing and signed by all of the Directors.
ARTICLE V
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. General. All of the powers and duties of the Association shall be exercised by the Board of Directors, including those existing under the common law, statutes, the Articles of Incorporation and those powers and duties designated for the Association of Townhouse Owners by the Act and the documents establishing the townhouse. Such powers and duties of the Directors shall be exercised in accordance with the provisions of the Declaration.
Section 2. Powers. The powers of the Board of Directors shall include but not be limited to the following:
To adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
To suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations.
To exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
Section 3. Duties. The duties of the Board of Directors shall include but not be limited to the following:
To elect annually the officers of the Association.
To prepare and render to the members, on or before January 1 of each year beginning with the year 1990, a proposed budget for the fiscal year beginning the following January 1, showing anticipated income and operating expenses, including reasonable reserves. A copy of such proposed budget shall be mailed to each member not later than one month prior to the next ensuing annual meeting of the members.
To submit at each annual meeting of the members a statement of the business transacted during the preceding year, a report of the general financial condition of the Association and its tangible property, and the proposed budget for the next fiscal year.
To make and collect assessments including but not limited to the current operating expenses as well as a reasonable amortization for expenses anticipated in good faith to arise within the next five (5) years.
To use the proceeds of assessments in the exercise of its powers and duties.
To cause the maintenance, repair, replacement and operation of the common areas and facilities.
To restore improvements after damage except as provided for in the Declaration.
To establish and amend rules and regulations respecting the use of the property.
To appoint from the members of a common area committee and such other committees as it deems advisable for the purpose of recommending action or policy in respect to any matter otherwise within the control of the Directors.
To enforce by legal means the provisions of the townhouse documents, the Articles of Incorporation, the By-Laws of the Association and the rules and regulations for the use of the Property.
To contract for management of the Property and to delegate to such manager all powers and duties of the Association except such as are specifically required by the townhouse documents to have approval of the Board of Directors or the membership of the Association.
To pay all statements rendered for common expenses.
To employ the personnel at a reasonable compensation to perform the services required for proper administration of the purposes of the Association.
To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
To fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period.
To send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period.
To foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same.
To keep a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at a special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote.
ARTICLE VI
OFFICERS AND THEIR DUTIES
Section 1. Designation. The officers of the Association shall be a President, who shall be a Director, a Vice-President, a Secretary and a Treasure. Each officer shall be a member or an officer or agent of a corporate member. Each officer may hold two or more offices except that of the offices of President and Vice-President, and the offices of President and Secretary shall be held by different persons. The Board of Directors shall from time to time elect such other officers and designate their power and duties as the Board shall find to be required to manage the affairs of the Association.
Section 2. Election and Term. See Articles of Incorporation.
Section 3. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 4. President. The President shall be the Chief Executive Officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of President of an Association, including, but not limited to, the duty to preside at all Directors and members meetings at which he is present, and the general supervision over other officers and the affairs of the Association. He shall execute all contracts, agreements and obligations of the Association except as such authority may be otherwise delegated by resolution of the Board of Directors.
Section 5. Vice-President. The Vice-President shall in the absence or inability or refusal to act of the President exercise the powers and perform the duties of the President. He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors.
Section 6. Secretary. The Secretary shall record the votes and keep the minutes of all proceedings of the Directors and the members. He shall attend to the giving and serving of all notices to the members and Directors and other notices required by law. He shall have custody of the seal of the Association, if any, and affix the same to instruments requiring a seal when duly signed. He shall keep a current list of the members of the Associations, their addresses and all other records of the Associations, except those of the Treasurer, and shall perform all other duties incident to the office of Secretary of a corporation and as may be required by the Directors or the President.
Section 7. Treasurer. The Treasurer shall have custody of all intangible property of the Association, including funds, securities and evidences of indebtedness and shall give bond in such sum and with such sureties as the Directors may require. He shall sign all check s and promissory notes of the Association, keep the assessment rolls and accounts of the members, keep the books of the Association in accordance with good accounting practices and shall submit them together with all his vouchers, receipts, records and other papers to the Directors for their examination and approval as often as they may require. He shall deposit all monies and other valuable effects in the name of the or the credit of the Association in such depositories as may be designated by the Board of Directors. He shall gather all data necessary to prepare the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy to each member and do a projected budget of funds anticipated to be needed in the next five years. He shall cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year and shall perform all other duties incident to the office of Treasurer. If a managing agent or manager be employed, the Board of Directors may designate some of all of the foregoing functions to be entrusted to him or it subject to bonding and overseeing control by the Treasurer.
ARTICLE VII
FISCAL MANAGEMENT
Section 1. Benefit of Members. All funds, the titles of all properties acquired by the Association, and the proceeds thereof, after deducting the costs incurred by the Association in acquiring the same, shall be held for the benefit of the members for the purposes stated in the Declaration and herein.
Section 2. Depository. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Directors and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by such persons as are authorized by the Directors.
Section 3. Inspection of Records. The books, accounts and records of the Association shall be open to inspection by any Director at all times. Members of the Association shall have to right to inspect the books, accounts and records of the Association during reasonable business hours.
Section 4. Audit. A summary of the accounts of the Association shall be made annually and a copy of the report shall be furnished to each member not later than April 10 of the year following the year for which the report is made.
Section 5. Fidelity Bonds. Fidelity bonds may be required by the Board of Directors from all officers and employees of the Association and from any contractor handling or responsible for Association funds. The amount of such bonds shall be determined by the Directors. The premiums on such bonds shall be paid by the Association.
Section 6. Vouchers. Payment vouchers shall be approved by the Board of Directors or authority to approve vouchers may be delegated to the manager at the discretion of the Board of Directors.
ARTICLE VIII
ASSESSMENTS
Section 1. General. Unless otherwise specified the term "Assessments" includes annual and special assessments and shall be levied by a majority vote of the Board of Directors of the Association and paid by the members to the Association in accordance with provisions as contained in the Declaration.
Section 2. Extraordinary Assessments. Notwithstanding the foregoing, any assessment for alterations or additions to improvements of the common areas and facilities, involving the expenditure of $1000 or more shall first be approved by two-thirds (2/3) of the voting power represented at a special meeting called for such purpose.
Section 3. Liability for Assessments. Each member shall be jointly and severally liable for his share of the common expenses which are assessed against the townhouse in which he has an interest. The assessments shall be computed in accordance with the percentage of interest as described by the Declaration. Any common surplus shall be allocated to each townhouse in accordance with the same allocation as above.
Section 4. Common Fund. All sums collected by the Association as assessments may be commingled in a single fund but they shall be held for and allocated for the Townhouse in the respective shares in which they are paid and shall be credited to accounts from which shall be paid the expenses for which the respective assessments are made.
Section 5. Lien. All assessments, both annual and special, shall become a lien on the townhouse on the date they become payable
Annual assessments for common expenses shall be made for the calendar year annually in advance on or before the second Monday in December of the year preceding that for which the assessments are made, and special assessments shall be made at such other additional times as in the judgment of the Board of Directors, additional common expense assessments are required for the proper management, maintenance and operation of the common areas and facilities. Such annual assessments shall be payable in equal monthly installments beginning with January 1 and on the first of each month thereafter. Special assessments shall be due and payable as determined by the Board of Directors. If an annual assessment is not made, there shall be an assessment in the amount of the last prior annual assessment which shall be payable as above set forth.
Section 6. Assessment Roll. The assessment against all townhouses shall be set forth upon the roll which shall be available in the office of the Association for inspection at all reasonable times by members or their duly authorized representative. Such roll shall indicate for each townhouse the name, address and interest of the member, the assessments paid and unpaid. A certificate made by the Association to the status of a member's assessment account shall limit the liability of any person for whom such certificate is made. The Association shall issue such certificates to such persons as a member may authorize in writing.
Section 7. Interest After Default. Assessments and installments thereof paid on or before ten (10) days after the date when payable shall not bear interest, but all sums not paid on or before ten (10) days after the date when payable shall bear interest at the highest rate permitted by law from the date when due until paid. All payments upon account shall be applied first to interest and then to the assessment payment first due. All interest collected shall be credited to the Common Expense Account.
ARTICLE IX
COMPLIANCE AND DEFAULT
Each member shall be governed by and shall comply with the terms of the Declaration, By-Laws and regulations adopted pursuant thereto as any of the same may be amended from time to time. A default shall entitle the Association or other members to the following relief:
Section 1. General. Failure to comply with any of the terms of the Declaration, By-Laws and regulations adopted pursuant thereto, shall be grounds for relief which may include, without intending to limit the same, to an action to recover sums due for damages, injunctive relief, foreclosure of lien, or any combination thereof, and which relief may be sought by the Association or if appropriate, by an aggrieved member.
Section 2. Association Action for Member. If any member fails to perform any obligation imposed under the Declaration or these By-Laws or rules and regulations, then the Association may, but is not obligated to, perform the same for the member's account and for such purpose may enter upon the townhouse, may make necessary repairs, advance expenses or other sums necessary to cure the default, and for any such expense, may levy a special assessment upon the townhouse.
Each member shall be liable for the expense of any maintenance, repair or replacement rendered necessary by his act, neglect or carelessness or by that of any member of his family or his or their guests, employees, agents or lessees.
Section 3. Costs. In any proceeding arising because of an alleged default by a member, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorney's fees as may be determined by the Court.
Section 4. No Waiver. The failure of the Association or of a member to enforce any right, provision, covenant or condition which may be granted by the Declaration or By-Laws shall not constitute a waiver of the right, provision, covenant or condition in the future.
Section 5. Remedies Cumulative. All rights, remedies and privileges granted to the Association or a member, pursuant to any terms, provisions, covenants or conditions of the Declaration or By-Laws shall be deemed to be cumulative, and the exercise of any one or more shall not be deemed to constitute an election or remedies.
ARTICLE X
MAINTENANCE AND ALTERATIONS
Section 1. By the Association. Areas of responsibility of the Association shall include but not be limited to the following: lawn care, snow removal, refuse pick-up, well maintenance, city sewer and main sewer line, landscaping maintenance, and architectural control. Furthermore, maintenance, repair, management and operation of the common areas and facilities shall be the sole responsibility of the Association and no member shall perform the same, but nothing herein contained shall be construed so as to preclude the Association from delegating to person, firms or corporations of its choice, such duties as may be imposed upon the Association by the terms of this section and as are approved by the Board of Directors of the Association. The Association shall be responsible for the repair of all accidental damage caused to a townhouse by any maintenance, repair, alteration or improvement of the common areas and facilities or any part thereof.
Section 2. By the Member. The responsibility of the member shall be as follows:
To maintain, repair and replace, at his expense, his townhouse. In the event that such maintenance is not performed, the Association shall have the power to contract for such maintenance and repair as it deems necessary and to levy an assessment on the owner for said maintenance.
To perform his responsibilities in such manner so as not unreasonably to disturb other persons residing within the property.
Not to paint or otherwise decorate or charge the appearance of any portion of a building not within the walls of his townhouse unless the written consent of the Board of Directors of the Association is obtained.
To promptly report to the Association or its agent any defect or need for repairs, the responsibility for the remedying of which is with the Association.
Not to make any alterations in the townhouses or buildings or make any additions thereto or do anything that would or might jeopardize or impair the safety and/or soundness or appearance of a building without first obtaining the written consent of the Board of Directors of the Association, nor shall any townhouse owner impair any easement without first obtaining the written consent of the Board of Directors of the Association and of the townhouse owner or owners for whose benefit such easement exists.
ARTICLE XI
COMMITTEES
The Association shall appoint an Architectural Control Committee, as provided in the Declaration. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE XII
AMENDMENTS
Section 1. By-Laws. These By-Laws may be amended at a regular or special meeting of the members. The By-Laws shall not be amended unless not less than 66% of the voting power and not less than 66% of the mortgagees or record agree to such amendment.
Section 2. Conflicts. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XIII
MISCELLANEOUS
Section 1. Regulation and House Rules. The Board of Directors of the Association or the membership of the Association may promulgate regulations and house rule, provided, however, that copies of such regulations and house rules shall be furnished to each member prior to the time that the same become effective.
Section 2. Severability. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of any other provision or portion thereof as may be determined by a court of competent jurisdiction shall not affect the validity or enforceability of any provision hereof. The singular shall be deemed to include the plural wherever appropriate; and unless the context clearly indicates to the contrary, any obligation imposed shall be joint and several.
Section 3. Notices. Notices required or permitted to be given to said Board of Directors or the Association may be delivered to any member of the Board or officer of the Association either personally or by mail addressed to such member or officer at his townhouse.
Notices required or permitted to be given to any member shall be given personally or by mail to the address as it appears on the books of the Association.
Section 4. Corporate Seal. This corporation shall have no corporate seal.
Section 5. Certificate of Adoption. The undersigned certifies that the foregoing By-Laws of Country Club Villas, a Minnesota non-profit Corporation, by action of its Board of Directors at the first meeting thereof effective January 1, 1990.
By__S/_Wynn Gustafson________________________
Its President
THIS INSTRUMENT WAS DRAFTED BY:
Kalenda & Michalski
Robert L. Kalenda
Germain Court, Suite 200
919 West St., Germain Street
P.O. Box 902, St. Cloud, MN 56302
20307
Cert.#'s 4838, 4839, 4840, 4841, 4842, 4843, 4844, 4845, 4943 & 4962
Office of Registrar of Titles,
County of Stearns,
I hereby certify that the within instrument
was filed in the office for record on the 5th
day of Sept. A.D. 1991, at 1:04 o'clock P.M.
and was duly Recorded in Book 16 of Torrens
Titles on pages 78 thru 85 & 183 & 202
PATRICIA M. OVERMAN
Registrar of Titles
19505
Cert.#'s 4764 thru 4770
Office of Registrar of Titles,
County of Stearns,
I hereby certify that the within instrument
was filed in the office for record on the 19th
day of April A.D. 1990, at 4:20 o'clock P.M.
and was duly Recorded in Book 16 of Torrens
Titles on page 2 thru 8
PATRICIA M. OVERMAN
Registrar of Titles
This is a true and exact copy of the governing document.If customers can’t find it, it doesn’t exist. Clearly list and describe the services you offer. Also, be sure to showcase a premium service.