Vicksburg
Commons By-Laws:
The
following document is for reference purposes only. For a copy of the
signed document, please contact our Homeowners Association Board.
BY-LAWS
OF THE VICKSBURG
COMMONS HOMEOWNERS ASSOCIATION, INC.
an Illinois not-for-profit corporation.
(With
Approved Amendments 11-17-2004)
PURPOSE
This organization shall conserve, preserve, protect, maintain, improve
and promote the use and enjoyment of the Vicksburg Commons Homeowners
Association, Inc., by the owners of the lots in the subdivision. This
organization is organized exclusively for charitable and educational
purposes within the meaning of section 501(c)(3) of the Internal Revenue
Code or the corresponding provision of any future United States internal
revenue law. Charitable purposes shall include the making of distributions
to organizations qualifying as exempt under section 501(c)(3) of the
Internal Revenue Code or the corresponding provisions of any future
United States internal revenue law.
ARTICLE
I
Nominations
and Elections of Directors and Officers
Section
1. At the first meeting of the membership each year, nominations for
officers and members of the Board of Directors will be received from
the members present. Candidates for any office must be members. The
consent of each nominee shall be obtained before a vote is taken)
Section
2. The Board of Directors shall consist of five (5) members. (The Board
of Directors shall consist of an odd number of members, not to exceed
fifteen (15).) Board members shall hold office until their successors
are elected.
Section
3. Election of officers nominated shall be held at the first meeting
of the membership each year. Officers will also be members of the Board
of Directors. A majority of those present and voting shall elect. There
shall be no proxy voting for either board membership or officers. The
first Board of Directors commencing on November 17th, 2004 will about
One-half (1/2) of the board members elected for a term of one (1) year,
and about one-half (1/2) of the board members shall be elected for a
term of two (2) years. Subsequent elected Board Members and officers
will serve 2 year terms.
Section
4. All officers shall hold office until their successors are elected.
Officers may be removed at the discretion of a majority of the members
present at a meeting called, and if notice has been given, for that
purpose. Financial records of the Treasurer shall be semi-annually reviewed
by an independent member of the board (A Board member that does not
have check writing authority is considered independent).
Section
5. In the event of a vacancy in any office during that officer's term,
the Board of Directors shall sit as a Nominating Committee and shall
fill the vacancy in accordance with voting procedures contained in these
By-Laws except, however, that such vacancies may be filled as they occur.
Section
6. The resignation of an officer or director shall be submitted to the
President in writing, and the President shall present this resignation
to the Board of Directors for action.
Section
7. Vacancies on the Board of Directors shall be filled in the same manner
as described in Sections 2, 3 and 5 of this Article.
ARTICLE
II
Meetings
Section
1.
(a) All of the owners of the lots in Vicksburg Commons Subdivision,
shall have one vote for each lot, to be cast in the manner the owners
of such lot shall determine.
(b)
The Board of Directors and Officers shall hold regular (and open) meetings
on a quarterly basis and special meetings shall be called at the discretion
of the President.
(c)
Notice of regular meetings of the Board of Directors need not specify
the business to be transacted at such meetings; however, any and all
information which may assist Board members in preparation for the meeting
should be included with notice of the meeting.
(d)
Regular meetings may be re-scheduled or canceled at the discretion of
the President or the Board and, if re-scheduled, are not deemed special
meetings.
Section
2.
(a) Special meetings of the Board of Directors may be called at any
time upon request of the President or at least three (3) members of
the Board of Directors.
(b)
Such request must specify, but is not limited to, the purpose of the
call and should be given at least five (5) days prior to the meeting
date except, however, the five (5) day notice period may be waived in
the event of emergency situations. Emergency situations are those critical
to the day-to-day operation of the Corporation or as determined by the
President.
Section
3. Any Board member will waive notice of any meeting by attendance at
the meeting.
Section
4. A quorum at any Board meeting shall consist of any three (3) of the
duly elected Board members then in office.
Section
5. Any act of a majority of the directors present at a meeting at which
a quorum is present shall be an act of the Board of Directors. An act
of the Board of Directors shall be an act of the Corporation.
Section
6. There shall be a membership meeting once a year, and such other membership
meetings, as determined by the Board of Directors.
ARTICLE
III
Officers
Section
1. The officers of the corporation shall be a president, a secretary,
a treasurer, and, if desired, any number of vice presidents, treasurers,
assistant treasurers, assistant secretaries or other officers as may
be elected by the members. Any two or more offices may be held by the
same person.
Section 2. The President shall be the chief executive officer and shall
direct the conduct of the business of this Corporation and shall also
be Chairman of the Board of Directors. The President shall be the presiding
officer at all meetings of the membership and the Board, and shall appoint
all committees unless otherwise provided in these By-Laws or in the
motion authorizing the committee, and shall be an ex-officio member
of all committees.
Section
3. The Vice-President shall assist the President in the discharge of
her duties as the President, may direct and shall perform such other
duties as from time to time may be assigned to her by the President
or by the board of directors. In the absence of the President the Vice-President
shall perform the duties of the President.
Section
4. The Treasurer shall maintain records of all receipts, expenditures,
and deposits and balances in all accounts of the Corporation, and shall
supervise the financial procedures of the Corporation. The Treasurer
also shall be a member of the Board of Directors.
Section
5. The Secretary shall keep written minutes of all membership, Board,
and committee meetings, and shall maintain a record of attendance of
all such meetings. The Secretary shall be responsible to see that notices
of all meetings are sent as required by these By-Laws of the Corporation.
The Secretary shall also be a member of the Board of Directors.
ARTICLE
IV
Duties
of the Board of Directors
Section
1. The Board of Directors shall have control and administrative responsibility
for the operation, funds and property of the Corporation. Such responsibility
may be delegated to officers or committees, provided such delegation
is consistent with the By-Laws of the Corporation.
ARTICLE
V
Indemnification
of Officers and Directors
Section
1. The Corporation shall and does hereby indemnify any officer or member
of the Board of Directors as director who was or is a party, or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he or she is or was a director or officer of the Corporation,
or who is or was serving at the request of the Corporation on a committee,
against expenses (including attorney's fees), judgment, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, if he or she acted
in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interest of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful. The order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in, or not opposed,
to the best interest of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or
her conduct was unlawful.
Section
2. The Corporation shall and does hereby indemnify any officer or director
who was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a committee member, against
expense (including attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the Corporation, and
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his or
her duty to the Corporation, unless, and only to the extent that the
Court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court shall deem proper.
Section
3. To the extent that a director or officer of the Corporation has been
successful, on the merits or otherwise, in the defense of any action,
suit or proceeding referred to in Section 1 and 2 of this Article, or
in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him or her in connection therewith.
Section
4. Any indemnification under Sections 1 and 2 of this Article (unless
ordered by a Court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections 1 and
2 of this Article. Such determination shall be made (1) by the Board
of Directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the members.
Section
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding, as authorized by the Board of Directors
in the specific case, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount, unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the Corporation as authorized in this Article.
Section
6. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any By-Law, agreement, vote of members or disinterested
directors, or otherwise, both as to action in his or her official capacity
and as t action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer,
and shall inure to the benefit of the heirs, executors and administrators
of such a person.
Section
7. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation or
who is serving at the request of the Corporation as a committee member,
against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as
such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this Article.
ARTICLE
VI
Amendments
These By-Laws may be amended by a two-thirds vote at any meeting of
the membership, provided notice of the proposed amendment has been delivered
to all members in writing at least ten (10) days prior to the meeting.
ARTICLE
VII
Dissolution
of the Corporation
Upon dissolution of the organization, the Board shall, after paying
or making provisions for payment of all liabilities of the organization,
dispose of all assets of the organization in such a manner, or to such
an organization or organizations organized and operating exclusively
for charitable, educational, religious, or scientific purposes as shall
at the time qualify as an exempt organization under section 501(c)(3)
of the Internal Revenue Code of 1986 or the corresponding provisions
of any future United States internal revenue law, as the Board shall
determine. Any such assets not so disposed of shall be disposed of by
a Court of competent jurisdiction of the county in which the principal
office of the organization is then located, exclusively for such purposes
or to such organization or organizations as said Court shall determine,
which are organized and operated exclusively for such purposes.
ARTICLE
VIII
Rules
of Order
All
meetings and proceedings of the membership and the Board of Directors
shall be conducted according to Robert's Rules of Order, Revised 1970,
except insofar as they conflict with the provisions of these By-Laws.
Approved this ______ day of _________________, 2003.
______________________________
Secretary
