ARTICLE ONE
NAME "Corporation" shall mean The Woods on Bright Road Property Owners Association, Inc., a non-profit corporation organized under the laws of Arkansas. ARTICLE TWO
REGISTERED AND PRINCIPAL OFFICES Section 1. Registered Office. The registered office of the corporation shall be initially located at 905 SE. 28th Street, Suite 2, Bentonville, Arkansas.
Section 2. Principal Office. The principal office shall be located within Bentonville, Arkansas, at such address as is determined from time to time by the Board of Directors and designated in the notice of annual meeting to the membership.
ARTICLE THREE
PURPOSES AND POWERS Section 1. Stated purposes. The corporation has been organized for the following purposes:
A. Exclusively for community purposes primarily in the areas of
Offering opportunities for the members to become better acquainted with each other. To maintain and beautify The Woods on Bright Road area thereby increasing property values. To provide a forum for considering neighborhood matters; To enable members to act in a unified manner on issues of common concern; To enforce the protective covenants which apply to any subdivision within The Woods on Bright Road, including (but not limited to) all phases of Brightwood and of Wildwood, being developed by Charlton Development Company. L.L.C. (the "Developer"). B. To have and exercise any power now or subsequently conferred upon non-profit corporations by the laws of Arkansas.
C. The corporation shall not engage, other than as an insubstantial part of its activities, in activities which are not in furtherance of these purposes. The corporation shall not engage in any activity to the extent the activity jeopardizes the corporation's standing as an exempt organization under section 5019c(3) of the Internal Revenue Code of 1954, as amended.
Section 2. Powers. The corporation has the following powers:
A. To have perpetual succession by its corporate name.
B To sue and be sued in its corporate name.
C. To purchase, take, receive, lease, take by gift, or to otherwise acquire, own, hold use, improve and otherwise deal in and with real or personal property, or any interest therein, wherever situated.
D. To sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of any part of its assets.
E. To make contracts and incur liabilities; borrow money; issue its bonds, notes, and other obligations, and to secure any of its obligations by mortgage on pledge of any of its property, franchises, and income.
F. To manage its internal affairs in any desired manner so long as no federal or state laws are violated.
G. To enforce the protective covenants of any subdivision within The Woods on Bright Road, including (but not limited to) all phases of Brightwood and of Wildwood, being developed by Charlton Development Company, L.L.C.
H. To do anything necessary or incidental to the attainment of its purposes as fully as natural persons might or could lawfully do consistent with federal and state law.
Section 3. Prohibited acts. Notwithstanding the provisions of Section 2, the corporation shall be prohibited from: A. Having or issuing shares of stock in itself B. Paying dividends. C. Distributing its income to its members, directors, or officers; provided, the corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and may make reimbursements to its members, directors, officers, and employees for expenses incurred in attending to their authorized duties, the expenses to be evidenced by receipt or other proper document; D. Making any loans to its directors or officers; E. Lending any part of its income or assets without the receipt of adequate security and a reasonable rate of interest to; Paying any compensation in excess of reasonable allowances for salaries or other compensation for personal services actually rendered to the corporation to; Making any part of its services available on a preferential basis to; Making any substantial purchase of securities or any other property for more than adequate consideration in money or monies worth from: Selling any substantial part of its securities or other property for less than an adequate consideration in money or, Engaging in any other transaction which results in a substantial diversion of its income or assets to the creators or organizers of the corporation; a person who has made a substantial contribution to the corporation; a member of the family [defined in Internal Revenue Code Section 267 (c)(4)] of a person who is a creator or organizer of the corporation or who has made a substantial contribution to the corporation or to a corporation controlled by a creator, organizer, or such person through ownership, directly or indirectly, of5O percent or more of the total combined voting power or of the total value of shares in the corporation. F. Making its social and recreational facilities available to the general public. ARTICLE FOUR
MEMBERSHIP Section 1. General Provisions. Membership consists of the owners of unimproved and improved lots within any subdivision within The Woods on Bright Road, including (but not limited to) all phases of Brightwood and of Wildwood, being developed by Chariton Development Company. L.L.C., who have paid the membership dues as they may be assessed by the Board of Directors from time to time. In no event, however, shall the dues be less than $50.00 per lot per year whether the lot is improved or unimproved. For purposes of these bylaws, an improved" lot is a lot or any part of a lot on which there has been erected or constructed any form of improvement. Membership in the corporation shall be represented by title to a lot or lots and a receipt showing payment of dues for the current year. Section 2. Class of Members. The corporation shall have only one class of members.
A. Regardless of the number of owners of any given lot, each lot shall represent one (1) vote whether the lot is developed or undeveloped.
B Notices of meetings, elections, and other matters of interest to members of the corporation shall be mailed or delivered to only the first named individual on the deed to any lot unless the corporation is notified otherwise, in writing, by a majority of the owners of such lot. The notice shall be mailed or delivered to that individual at the last known address of that individual as shown by the records of the corporation. It shall be incumbent upon the owners of the lots to notify the corporation of all changes in ownership and addresses.
C. The first named individual on the current deed to the lot shall be entitled to vote for the ownership of the lot unless the corporation has received written instructions to the contrary from the majority of the owners of the lot. Each lot shall be allowed one vote on each matter presented to the membership.
Section 3. Suspension of Membership. All owners who are members shall agree to abide by the protective covenants and these bylaws. If any member fails to abide by the protective covenants or bylaws or fails to pay the assessments when they are due, the Board of Directors may suspend that owner's membership in the corporation.
The suspension shall become effective after a two-thirds affirmative vote of a quorum of the Board of Directors after an appropriate hearing.
During the term of the suspension, the member shall loose all privileges and benefits of the corporation. Section 4. Reinstatement. The Board of Directors shall reinstate the former member to membership upon payment of current fees or dues. Section 5. Transfer of Membership. Membership in the corporation is transferable and assignable to the successors and assigns of any lot owner. ARTICLE FIVE
MEETINGS OF MEMBERS Section 1. Annual Meeting. An annual meeting of the members shall be held at the principal office of the corporation (or at such other place within the City of Bentonville, Arkansas, as designated by the Board of Directors) at 7:00 p.m. on the second Wednesday of February of each year beginning in 2001 to elect directors and to conduct any other business which comes before the members. If the day fixed for the meeting is a legal holiday in Arkansas, the meeting shall be held one week later at the same place and time. Section 2. Special meetings. Special meeting of the members may be called by any officer, two or more members of the Board of Directors, or ten percent or more of the members at a place designated by the Board of Directors. If no designation is made, the meeting shall be held at the principal office of the corporation. Section 3. Notice of Meeting. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered in person or mailed by first class mail to each member of the corporation and posted at the main entrance to the principal office and meeting place in a conspicuous place, not less than three days nor more than ten days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. The notice shall give members the date, time and location of the meeting and the subject or subjects to be considered at the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. When mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the association. Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with the respect to the subject matter thereof. Section 5. Quorum Members. Holding not less than forty (40) percent of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. Section 6. Voting by Mail or by Proxy. Where directors or officers are to be elected by members of any class or classes of members, such election may be conducted by mail or by proxy in such manner as the Board of Directors shall determine consistent with Arkansas law. ARTICLE SIX
BOARD OF DIRECTORS Section 1. General Powers. The affairs of the corporation shall be managed by the Board of Directors. Section 2. Number, Qualifications, E1ection, Tenure. The number of directors shall initially be three (3). The number of directors to be elected at the first meeting of the membership shall be five (5); provided, the Developer shall serve as one of the directors until such time as all lots within all subdivisions encompassed by The Woods on Bright Road have been sold and improved. Each director shall be a member of the corporation. Directors shall be elected at the annual meeting of the members by a majority vote. The term of office of each director shall be until the next annual meeting of the members and the election of his successor. Any vacancy occurring in the Board of Directors may be filled at any meeting of the Board of Directors by a majority vote of the remaining Board of Directors, or it may be filled at the next meeting of the members. Any person elected to fill a vacancy shall serve as a director until the next annual meeting of the members. Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without any notice other than this by-law immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than the resolution. Additional regular meetings shall be held at the principal office of the association in the absence of any designation in the resolution. Section 4. Special Meetings. Special meetings of the Board of Directors shall be held when called by an officer of the corporation or by any two directors after not less than three days' notice to each director in writing by first-class mail or personal delivery. Any director my waive notice of any meeting. The attendance of a director at any meeting waives his right to notice of the meeting unless he appears to object to the lawfulness of the meeting. Section 5. Quorum. The presence of a majority of the Board of directors at a meeting constitutes a quorum for the transaction of business. If a director not present at a meeting later adds his signature to the minutes of the meeting, he will he deemed to have been present at the meeting and have consented to and approved of the business conducted and the actions taken at the meeting. Section 6. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the directors unless the act of a greater number is required by law or by these bylaws. Section 7. Compensation. Directors as such shall not receive a salary for their services. The Board of Directors may be resolution, however, reimburse its members for the expenses of their attendance at any regular or special meeting of the Board. The Board may by resolution, also pay its members a fixed sum for their attendance at any regular or special meeting of the Board. Nothing in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Section 8. Powers and Duties of the Board.
A. The Board of Directors shall have the power:
To call special meeting of the members whenever it deems necessary, and it shall call a meeting at any time upon written request of one-tenth (1/10) of the voting membership. To appoint and remove at pleasure all officers, agents and employees of the corporation prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these by-laws shall be construed to prohibit the employment of any members, officer or director of the corporation in any capacity whatsoever. Such duties as are provided in subparagraph (b) may be delegated by the directors to a specific director who shall report his actions to the Board of Directors from time to time. To establish, levy and assess, and collect the assessments, charges, or dues. To adopt and publish rules and regulations governing the use of the corporation's common facilities and the personal conduct of the members and their guests at such facilities. To exercise for the corporation all powers, duties and authority vested in or delegated to the corporation. If any member of the Board of Directors of the corporation shall be absent from three consecutive regular meetings of the Board of Directors, the Board may, by action taken at the meeting during which the third absence occurs, declare the office of the absent director to be vacant. B. It Shall be the duty of the Board of Directors:
To cause to be kept 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.
To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate or receipt setting forth whether any assessment has been paid. Such certificate shall conclusive evidence of any assessment therein stated to have been paid.
Section 9. Informal Action. Action taken by a majority of the Board members without meeting shall be valid as to any corporation matter if immediately before or after taking the action all of the members of the Board sign, date, and file with the secretary of inclusion in the corporate minute book a memorandum showing the nature of the action taken and their written consent to the Board acting informally with respect to the action. The written consent shall show whether each director approves or disapproves of the action taken. Section 10. Removal of Directors. A Director may be removed only by a majority vote of the members at a meeting called expressly for that purpose. ARTICLE SEVEN
OFFICERS Section 1. Positions Authorized. The offices shall be a president, one or more vice- presidents (the number to be determined by the Board of Directors), a secretary, a treasurer, and any other offices as may be deemed appropriate by the Board of Directors. Any tow offices, except those of president and vice-president, may be held by the same person. Section 2. Election and Term of Office. The officers shall be chosen by a majority vote of the Board of Directors. All of the officers shall be elected annually at the regular annual meeting of the Board of Directors. New offices maybe created and filled at any meeting of the Board of Directors. Each officer of a newly created office shall hold office until his successor has been duly elected. Section 3. President. The president, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation, and general charge of the business, affairs, and property of the corporation, and general supervision over its officers and agents. In the absence of the chairman of the Board, he shall preside at meetings of the Board of Directors, executive committees, and members, and he shall see that all orders and resolutions of the Board of Directors and the executive committees are carried in effect. He may sign. with any other officer there unto duly authorized, certificates of membership of the corporation, the issuance of which shall have been duly authorized, and may sign and execute in the name of the corporation, deeds, mortgages, bonds, contracts, agreements and other instruments duly authorized, by the Board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time he shall report to the chairman of the Board if one is chosen and designated to act, and to the executive committees all matter within his knowledge with the interest of the corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the Board of directors, or by the Chairman of the Board if one be chosen and designated to act. Section 4. Vice Presidents. Each of the vice presidents shall have such powers and do and perform such acts as from time to time may be designated or required by the board of Directors, the executive committees, the chairman of the Board or the president acting under such titles as may be designated to each of them by the Board of Directors or the executive committee and may, in the absence of the president, take any action otherwise authorized to be performed by the president.
Section 5. Secretary. The secretary shall:
A. Record all the proceedings of the meetings of the shareholders, Board of Directors, and executive committees in a book or books to be kept for that purpose.
B. Cause all notices to be duly given in accordance with the provision of these bylaws and as required by law.
C. Whenever any committee shall be appointed pursuant to a resolution of the Board of Directors, furnish the chairman of the committee with a copy of the resolution.
D. Be custodian of the records and of the seal of the corporation and cause such seal to be affixed to all instruments the execution of which on behalf of the corporation under its seal shall have been duly authorized.
E. See that the lists, books, reports, statements, certificates, and other documents and records required by law and as requested by the Board of Directors are properly kept and filed.
F. Have charge of the membership books of the corporation and cause the membership books to be kept in such manner as to show at any time the number of memberships of the corporation issued and outstanding, the names alphabetically arranged, and the addresses of the members of record thereof, and the date when each became a member of record.
G. In general, perform all duties incident to the office of secretary and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the Board of Directors, the executive committees, the chairman of the Board, or the president,
Section 6. Treasurer. The treasurer shall:
A. Have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the corporation.
B. Cause the monies and other valuable effects pf the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositories as shall be selected by the Board of Directors, or to be otherwise dealt with in such a manner as the Board of directors may direct.
C. Cause the funds of the corporation to be discharged by checks or drafts upon the authorized depositories of the corporation, the same to be drawn in the manner and by the officers as may be determined from time to time by the Board of directors or the executive committees, and cause to be taken and preserved proper vouchers for all money disbursed.
D. Render to the board of directors, the executive committees, the chairman of the Board of the president, whenever requested, a statement of the financial condition of the corporation and of all his transactions as treasurer.
E. Cause to be kept at the principal office of the corporation correct books of account of all its business and transactions and exhibit such books to any director or other person authorized by the board of directors or by law to inspect the same upon application at such office during business hours.
F. In general, perform all duties incident to the office of treasurer and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors, the executive committee, the chairman of the Board, or the president.
Section 7. Removal of Officers. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. A majority vote of the entire Board of directors shall be necessary to remove the president, secretary or treasurer. Any other officer may be removed by a majority vote of the members of the Board of Directors present at any duly convened meeting. Section 8. Compensation. The salaries of the officers of the corporation shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any payments made any officer of the corporation such as salary, commission, bonus, interest or rent, or entertainment expense incurred by him which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each amount disallowed. In lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from future compensation payments due such officer until any amount owed to the corporation by such officer has been recovered. Section 9. Surety Bond. If the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety of sureties as the Board of Directors may direct conditioned upon the faithful discharge of their duties. ARTICLE EIGHT
COMMITTEES Section 1. Committees of Directors. The Board of directors, by resolution adopted by majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors which committees, to the extent provided in such resolution shall have and exercise the authority of the Board of directors in the management of the corporation. The designation of the committees and the delegation thereto of authority shall not operate to relieve the Board of directors or any individual director of any responsibility imposed on it or him by law. Section 2. Architectural Control Committee. A. At each annual meeting of the Board of Directors, the Board shall appoint three members of the corporation from each subdivision or phase of The Woods on Bright Road to serve as the Architectural Control Committee for their respective subdivision or phase. The Board may fill any vacancy occurring in the membership of the Architectural Control Committee before the next annual meeting of the Board.
Provided, the Developer shall serve as the Architectural Control Committee for each subdivision or phase of The Woods on Bright Road until such time as all lots within that particular subdivision or phase have received 'certificates of occupancy" for the primary dwelling structures on such lots. Once all such lots within a particular subdivision or phase have received "certificates of occupancy," then the Developer shall withdraw as the Architectural Control Committee for such subdivision or phase, and the Board of Directors shall then appoint members to the Committee.
B. The Architectural Control Committee shall determine its own procedures and rules.
C. The size, design, location, and site development of dwellings, permitted accessory buildings, and fences within any subdivision within The Woods on Bright Road, as described above, shall be subject to the prior approval of the Committee.
D. Approval of plans for dwellings permitted accessory buildings and fences shall not be withheld because of the exterior design of the improvements, provided that the improvements are in accordance with the highest standards of architectural design.
E, The protective covenants for the various subdivisions within The Woods on Bright Road and any applicable zoning laws of the City of Bentonville, Arkansas, shall govern the decisions of the Architectural Control Committee.
Section 3. Other Committees. The Board of Directors may create additional committees composed of directors, officers, and members or any combination, with general or limited authority as designated from time to time by the Board of Directors. These committees shall serve at the pleasure of the Board of Directors. ARTICLE NINE
CERTIFICATE OF MEMBERSHIP Section 1. Certificates of membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the corporation. The certificates shall be in such form determined by the Board. The certificates shall be signed by the president or vice-president and by the secretary or an assistant secretary and evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued on such terms and condition as the Board of Directors determine.
ARTICLE TEN
FEES AND ASSESSMENTS
Section 1. Annual Maintenance Fees.
A. The corporation shall collect an annual maintenance fee for the common grounds, signs, and any other improvements not maintained by the City of Bentonville, Arkansas. The annual maintenance fee will be due on or before the first day of the year beginning 1 January 2001 and will be considered delinquent if not paid by 28 February of the current year.
B The annual maintenance fees shall be not less that $50.00 (fifty dollars) or more than $100.00 (one hundred dollars) per lot for the first year of collection. The annual maintenance fees may vary from one subdivision or phase to another at the considered discretion of the Board of Directors. The fees may be adjusted upwards or downwards, at the option of the membership of the corporation, its successors and assigns, but not by more than 50 (fifty) percent over any one year period. Any adjustment shall be made by a percentage which shall apply to all subdivisions or phases.
C. The maintenance fee collected by the corporation shall be used exclusively for the purposes of promoting the health, recreation, safety, and general welfare of the residents of The Woods on Bright Road and, in particular, for the improvement and maintenance of the properties, services, and facilities devoted to these purposes and related to the use and enjoyment of the common properties and the improvements situated on these properties, including, but not limited to the payment of taxes, insurance, repair, replacements, and additions, and for the costs of labor, materials, management, and supervision.
Section 2. Default and Termination of Membership. When any member is in default in the payment of dues for a period of two months from the beginning of the period for which such dues become payable, his membership maybe terminated by the Board of directors as provided in these bylaws. The corporation may then proceed to collect the dues and assessments through s legal means are available to the corporation. ARTICLE ELEVEN
METHOD OF GIVING NOTICE AND WAIVER OF NOTICE Section 1. Notice by Mail. Whenever these bylaws or the Articles of Incorporation require notice be given, personal notice is not meant unless expressly stated. Notice will be deemed sufficient if it is given in writing, addressed to the person entitled at this last known address, and deposited in first United States mails. Notice will be deemed to have been given on the day it is deposited in the mails. Section 2. Waiver of Notice. Whenever any notice is required to be given under Arkansas law or under these bylaws or the Articles of Incorporation, a waiver of notice signed by the person or persons entitled to the notice, whether before or after the time of the event, shall be deemed equivalent to giving the notice. ARTICLE TWELVE
CONTRACT, CHECKS, DEPOSITS, AND FUNDS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may confined to specific instances. Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the officer or officers, agent or agents, or the association, and in a manner as shall from time to time be determined by resolution of the Board of Directors. The instrument shall be signed by the treasurer or an assistant treasurer and countersigned by the president or vice-president of the corporation. Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4. Gifts. The Board of directors may accept on behalf of the corporation any contribution of gift for any purpose of the corporation. ARTICLE THIRTEEN
BOOKS AND PAPERS The books, papers, and records of the corporation shall, during business hours, be subject to the inspection of any members. All books, papers, and records of the corporation shall be kept at the principal office of the corporation. ARTICLE FOURTEEN
CORPORATE SEAL The corporation shall have a seal with the words "The Woods on Bright Road Property Owners Association, Inc. -- Non-Profit" The seal may be affixed to any official documents of the corporation. ARTICLE FIFTEEN
AMENDMENT OF BYLAWS These bylaws may be amended or repealed and new bylaws adopted by a majority vote of the directors at any regular or special meeting, subject to reconsideration of the membership at its next annual meeting. Notice of the intent to amend, repeal, or adopt a bylaw shall be given each director at least ten days before the meeting at which the amendment, repeal, or adopt a bylaw shall be given each director at least ten days before the meeting at which the amendment, repeal, or adoption of the bylaw is to be voted upon.
In witness whereof, we, the directors of The Woods on Bright Road Property Owners Association, Inc., have set our hands this 20th day of December, 2000. John W. Charlton
Michael W. Charlton
Mary Lou Charlton | 