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BYLAWS
BELLA VISTA VILLAGE PROPERTY OWNERS ASSOCIATION
BENTON COUNTY, ARKANSAS
These Bylaws, as approved
November 15, 2007 supersede all previous
Bylaws, which are hereby repealed.
ARTICLE I.
Definitions
Section 1.
“POA” shall mean and refer to the Bella
Vista Village Property Owner’s Association,
formerly Bella Vista Country Club, a
non-profit corporation organized and
existing under the laws of the State of
Arkansas. See Article I, Section 1(a) of the
Declaration and Article I of the Articles of
Incorporation as amended.
Section 2. “Declaration” shall mean
and refer to the Declaration and Protective
Covenants, also known as Bella Vista Village
Unit One Covenants and Restrictions, filed
by Cherokee Village Development Company,
Inc., and Bella Vista Village Country Club
in the office of the Circuit Clerk and
Ex-Officio Recorder in and for Benton
County, Arkansas, on May 18, 1965, and there
recorded in Book 373, Page 8 et seq.
Section 3. “Developer” shall mean and
refer to Cherokee Village Development
Company, Inc., which, by legal change of
name, is now Cooper Communities, Inc. (CCI)
Section 4. “The Properties” shall
mean and refer to the real estate described
in the Declaration and such additions
thereto, which have been or may hereafter be
brought within the jurisdiction of the POA
as provided in the Declaration. See Article
I, Section 1(b) of the Declaration.
Section 5. “Common Properties” shall
mean and refer to those areas so designated
upon any recorded subdivision plat of The
Properties and to any area or improvement
hereafter so designated by the Developer and
intended to be devoted to the common use and
enjoyment of the Owners of The Properties,
and shall specifically, but not exclusively,
include the following:
Lakes and Dams
Water System
Golf Course(s)
Permanent Parks
Permanent Recreational Plots
Roads and Streets not dedicated to the
public
See Article I,
Section 1(c) of the Declaration.
Section 6. “Limited
Common Properties” shall mean and refer to
those areas of land so designated upon any
recorded subdivision plat of The Properties
intended to be devoted to the common use and
enjoyment of the owners of specifically
designated property and also those areas so
designated by the Developer in the future.
See Article I, Section 1(d) of the
Declaration.
Section 7. “Board” shall mean and
refer to the duly elected and acting Board
of Directors of the Bella Vista Village
Property Owners Association. See Article XII
of the Articles of Incorporation as amended.
Section 8. “Member” shall mean and
refer to every person or entity who is a
record owner of a fee or undivided fee
interest in one or more Lots or Living
Units, and for any one or more of which the
Developer has been paid in full, and shall
also mean and refer to the Developer or its
successors or assigns, so long as it shall
be the record owner of a fee or undivided
fee interest in any Lot or Living Unit or
until it is paid in full for every Lot or
Living Unit which it shall sell. See Article
I, Section 1(q) of the Declaration.
Section 9. “Associate Member” shall
mean and refer to every person or entity who
has entered into a contract or contracts to
purchase one or more Lots or Living Units or
who has received a deed or deeds thereto and
for which the Developer has not been paid in
full. See Article I, Section 1(r) of the
Declaration.
Section 10. “Member in Good Standing”
shall mean one whose assessments and/or fees
to the POA are no more than 90 days past due
as determined by management and whose
privileges are not currently suspended.
Section 11. “Member of Family” shall
mean and refer to any person, regardless of
age, who resides in the home of any Member
or Associate Member for more than six months
of the calendar year or to whose support
said Member or Associate Member contributes
more than one-half of the yearly cost
thereof. “Support” shall include all
expenses of such person whether for
necessities of life or otherwise.
ARTICLE II.
Organization and Responsibilities of the POA
Section 1. Organization.
A. The POA shall
be governed by a Board of Directors
elected by the membership. The powers of
the Board and duties thereof are
hereinafter set out in these Bylaws.
B. The POA is a non-profit
corporation organized under the laws of
the State of Arkansas composed of
Members and Associate Members as
hereinabove defined. The rights,
privileges, and conditions of the
membership and restrictions thereon are
hereinafter set out in these Bylaws.
C. Because the POA is a
corporation existing under the laws of
the State of Arkansas, the corporation
shall have officers known as corporate
officers to fulfill the requirements of
the law, the Declaration, Articles of
Incorporations and these Bylaws. The
Board of Directors shall appoint a
President, Secretary and a Treasurer.
The Board may also appoint a Vice
President as an additional corporate
officer. The qualifications,
responsibilities and duties of corporate
officers are set out hereinafter in
these Bylaws. To meet the need of a POA
structure, the General Manager will be
appointed President.
D. The responsibilities and
duties of the General Manager shall be
set forth in broad form in these Bylaws
and more specific details as to
responsibilities, duties and
qualifications may be set forth in a
policy statement by the Board of
Directors.
ARTICLE
III.
Board of Directors: Qualifications,
Number, Term of Office, Governing Power, Removal
and Vacancies.
Section 1. Qualifications. A Director
must be a Member or Associate Member in good
standing of the POA having membership
privileges and must have been duly elected
as provided in the Declaration and these
Bylaws.
Section 2. Number. The Board of
Directors of the corporation shall be
composed of nine (9) members. The President
and General Manager shall be ex-officio
non-voting members of the Board.
Section 3. Term of Office. The term
of office of a Director shall be a period of
three (3) years. The term shall begin at the
close of the annual meeting of members which
will be held the third Tuesday of May, as
provided in Article XI hereof, immediately
following the election of the Board member.
The term shall expire at the close of the
annual meeting at the end of the third year
of service.
Section 4. Governing Power. An
individual Board Member shall have no powers
of governance or administration, derived
from the fact that each Director was elected
to office. Such governing powers shall come
only from actions of the Board as a whole,
approved by majority thereof.
Section 5. Removal. A Director may be
removed from office for cause by a 2/3
majority vote of the Board of Directors.
Cause as used in these Bylaws may include,
but not be limited to:
A. Being absent from three (3)
consecutive regular monthly Board
meetings (as described in Article VI,
Section 1 herein) or four (4) regular
monthly Board meetings during the
organizational year.
B. Mental or physical conditions
rendering Director incapable of
performing normal duties.
C. Interfering directly in the
management of the POA operation.
Section 6. Vacancies. If a Director, for
any reason, does not complete a term of
office, the Board may appoint, by majority
vote, any member in good standing to serve
until the completion of the term. If the
vacancy is not filled by the Board, it shall
be filled at the next succeeding election by
members of the POA voting on candidates,
selected as set out in Article V, hereof.
ARTICLE
IV.
Board of Directors: Right
of Assessment, Powers and Duties
Section 1. Right of
Assessment.
A. The Board shall
have the responsibility to levy and
provide for collection of annual
assessments from Members and Associate
Members to be used for the improvement
and maintenance of properties, services
and facilities devoted exclusively to
promoting the recreation, health, safety
and welfare of the membership pursuant
to Article X of the Declaration. The use
of the assessments shall include but not
be limited to:
(1) Payment of all
taxes assessed against the property
owned by the POA.
(2) Payment of the premiums of all
insurance policies required, in the
reasonable judgment of the Board,
for the protection of the POA, its
directors, officers and employees,
and its property.
(3) Maintenance, repair or
replacement or additions to the
facilities and supplies and
equipment of the POA.
(4) Maintenance, repair and
replacement of roads and streets
even though they may have been
dedicated to the public.
(5) Furnishing or providing
municipal services as deemed
necessary and prudent in the
reasonable judgment of the Board.
(6) Providing for the repair,
maintenance, or replacement of those
amenities deemed necessary to
properly promote the recreation,
health, safety, and welfare of the
Owners of The Properties.
B. The Board shall
have the further authority to lower the
assessment but not to raise it.
C. The Board shall have the
responsibility to levy and collect from
Members and Associate Members, in any
assessment year, a special assessment
provided such assessment has been
approved by the Members as set forth in
Article X of the Declaration.
Section 2. Powers.
The Board shall have the
power to:
A. Borrow money for the purpose
of promoting the recreation, health,
safety, and welfare of the membership as
well as managing and maintaining said
properties, equipment, supplies, and
affairs of the POA, and shall have the
power to mortgage Common Properties or
amenities in aid thereof.
B. Own, operate, lease or trade
the Common Properties, and the
facilities thereon, and any other real
estate or the improvements thereon
necessary for the efficient operation of
the POA.
C. Levy and collect service or
use charges and admissions or other fees
for the use and enjoyment of the Common
Properties.
D. Adopt and publish rules and
regulations and enact and publish
resolutions which the Board shall deem
necessary for the efficient operation of
the POA, including but not limited to,
the use of the Properties, and all
facilities thereon, and the personal
conduct of the Members, Associate
Members, and guests on the Properties.
E. Suspend some or all of the
rights and privileges of any Member,
Associate Member, or guest, including
the right of a Member to vote, who is in
default of or who refuses to pay any
annual or special assessment or any
service or use charge or any admission
or other fee which has been properly
levied, or who has violated any
published rule, regulation or resolution
adopted by the Board as provided above
or any state or federal law. However,
suspension for nonpayment of any
assessment or charge can be only for the
period of the same remains unpaid and
suspension for violation of a rule,
regulation, or resolution cannot be for
a period exceeding thirty (30) days. No
such suspension as mentioned above shall
take effect until the Member in question
has been extended the right of hearing
in accordance with the policy statement
of the Board.
F. Employ or appoint the officers
of the corporation as set forth in these
Bylaws, setting their salaries, if any,
and describing their job
responsibilities and job description, as
well as the terms and conditions of
their employment or appointment, and
require security or fidelity bonds as
deemed necessary.
G. Employ a General Manager to
serve as Chief Executive Officer of the
Property Owners Association, provide job
description for said General Manager and
set the salary, terms and conditions of
employment, and require security or
fidelity bond of said General Manager as
deemed necessary.
H. Limit the number of Members or
Associate Members per Lot or Living Unit
who may be entitled to the benefit of an
easement of enjoyment of the Common
Properties.
(1) Enforce all
rights, covenants, restrictions, and
agreements applicable to the
Properties and the Owners thereof,
and to Common Properties, as
provided for in the Declaration or
which now or may hereafter be
contained in or authorized by the
Articles of Incorporation, the
Bylaws, or laws of the State of
Arkansas.
(2) Conduct any business authorized
by the Declaration or by law which,
in the opinion of the Board, will
promote the common benefit and
enjoyment of the membership.
(3) Perform all acts required or
authorized by the Declaration,
Articles of Incorporation, and
elsewhere herein.
Section 3. Duties.
It shall be the duty of the Board to:
A. At the first
meeting of the Board immediately
following the regular annual meeting of
the Members, held on the third Tuesday
of the month of May each year, the Board
shall elect a Chairman and a Vice
Chairman. These officers shall serve a
term of one (1) year and may succeed
themselves. When the President is not
available, the Chairman shall be
considered an officer of the corporation
for all legal and financial purposes,
with the same powers as President as far
as binding the POA in legal and
financial matters. The Chairman shall
preside at all meetings of the Board and
Membership and shall have such other
duties as may be set out elsewhere in
these Bylaws. The Vice Chairman shall
perform all the duties of the Chairman
in his absence. When both are absent
from a meeting, the Board shall elect a
Chairman Pro Tem.
B. Establish policies relative to
the management of the POA.
C. Keep a complete record of all
its acts and of all corporate affairs,
and present a summary statement thereof
at the annual meeting of the Members or
at any special meeting of the Members
which has been requested in writing by
five percent of the voting membership as
provided in Article XI, Section 2.
D. Provide a job description for,
and supervise the job performance of,
the General Manager with at least an
annual written evaluation.
E. Designate a qualified auditing
firm to conduct an audit of the accounts
and financial transactions of the
Association for the current fiscal year,
and announce said designee to the
membership on the annual ballot.
F. Make the books and records of
the POA, including but not limited to
the rules, regulations, and resolutions
passed by the Board, available to the
membership for inspection and copying to
the extent permitted by law.
G. Provide for the orientation
and education of Board Members as soon
as possible after the annual election,
in accordance with Article VI.
ARTICLE
V.
Board of Directors: Nomination and Election of
Members
Section 1. Nominations.
A. Nomination of
candidates for election to the Board
shall be made by petition signed by
fifty (50) Members in good standing of
the Association.
B. All persons to be nominated as
petition candidates must follow the
guidelines and procedures set out in a
policy developed by the Election
Committee and approved and adopted by
the Board.
C. For the regular election of
Directors at the annual meeting, the
list of candidates shall be presented to
the Election Committee Chairman by the
Corporate Secretary at the regular
January meeting of the Board. Upon
delivery of the list of candidates to
the Election Committee Chairman or his
representative, the list of candidates
shall be announced to the Board. There
shall be no disclosure of the list of
candidates prior to this announcement.
The Election Committee shall proceed
with the preparation of the ballots and
the planning and conduct of the
election.
Section 2. Election.
A. Election of
Directors shall be held at the annual
meeting of the membership as determined
by Article XI, Section 1, of these
Bylaws. However, in the event the
election is delayed for any reason, the
delayed election shall be scheduled as
soon as practical following elimination
of the reason for delay.
B. Election of Directors shall be
by written secret ballot as hereinafter
provided. A qualified voter, as defined
in Article X hereof, may vote for one
candidate for each vacancy. The persons
receiving the largest number of votes
shall be elected. No quorum requirement
shall apply to the election of
Directors.
C. Each qualified voter shall
receive one ballot which shall describe
the vacancies to be filled and the terms
of office as well as set forth the names
of the persons nominated by petition.
D. Ballots with resumes of
candidates shall be prepared and mailed
to each voter at least 30 days in
advance of the meeting date. Ballots
must be received by the POA not later
than the called time of the meeting at
which the results of the election are to
be announced.
E. The following instructions
shall accompany the mailed ballot:
(1) Complete the
ballot and place it in sealed
envelope marked “Ballot.”
(2) Any vote which is qualified, or
restricted in any way, is invalid
and shall not be counted.
(3) Return ballot in envelope
addressed to the POA.
(4) Return by U.S. Mail to the
General Office of the POA by date
stated on ballot, or deliver in
person to the meeting. The POA shall
not accept mailed envelopes with
insufficient postage.
F. Upon receipt of
each ballot by the POA, it shall
immediately be opened to determine voter
eligibility. The ballots shall be
delivered and secured as directed by the
Election Committee until counted.
G. The Election Committee shall
then proceed with the counting and
tabulation. It shall have the right to
appoint a Counting Committee consisting
of such number of POA Members as the
Election Committee shall deem necessary
to assist in the counting and tabulation
of the ballots. No Board member shall
serve on the Counting Committee.
H. The election results shall be
announced at the annual meeting by the
Chairman of the Election Committee, and
the tabulated results presented to the
Secretary for recording as a permanent
record.
I. The results of
the election shall be held confidential
until announced publicly by the chairman
of the Election Committee. No member of
the Election Committee or the Counting
Committee shall reveal to any other
party information regarding any ballots,
neither their content, their
distribution, or their source.
J. In the case of a tie in the
election results for the last position,
the winner will be chosen by the toss of
a coin at the annual meeting.
K. Fifteen (15) days after the
announcement of the election results,
unless a recount is requested, the
ballots shall be destroyed.
ARTICLE VI
Board of Directors: Meetings
Section 1. Regular
Meetings. On the third Tuesday of the
month of May each year, the Board shall meet
at a place designated by the Board, as the
usual place for holding Board meetings. At
this time, the newly elected members of the
Board shall assume their duties, and
officers of the Board shall be elected.
Thereafter, the Board shall meet regularly
at least once each month on a day and time
to be set by the Board in order to address
general business and take action as
necessary; however, any such monthly meeting
may be dispensed with by the Chairman for
good and sufficient reason. Notice of the
first regular meeting in each year shall be
given by public announcement at least five
(5) days prior thereto; no further notice of
other regular meetings is required except
when changed from the day or time previously
set.
Section 2. Special Meetings. After
the annual meeting in each year, the Board
shall conduct a special orientation meeting.
Other special meetings as deemed necessary
may be called by the Chairman, and must be
called by the Chairman at the request of any
POA officer or any two (2) Directors. Each
Director shall be notified of every special
meeting prior thereto as far in advance as
possible with delivery of such notice.
Notice of such meeting shall include an
agenda for the meeting. Motions at a special
meeting should be limited to the subject(s)
for which the meeting has been called.
Management shall post the agenda for public
information.
Section 3. Quorum. The physical
presence of a majority of the Board of
Directors shall constitute a quorum thereof.
The quorum must be established when the
meeting is called to order. All Board
decisions must be made by the vote of a
majority of all Directors, except as
provided in Article III, Section 5.
Section 4. Voting by Proxy. A
Director may cast a vote by appointing a
proxy. The Director must complete and sign
an appointment form. The appointment of a
proxy is not effective until the Director
delivers the completed appointment to the
Secretary of the Association and a copy of
same to their appointed proxy. The
appointment of a proxy by a Director may be
limited or general but shall not be valid
for more than two regular meetings of the
Board of Directors.
ARTICLE
VII.
POA
Officers and Management: Qualifications, Powers
and Duties
Section 1. President.
The President shall serve as the principal
Executive Officer of the corporation and
shall, in general, supervise and control the
business and affairs of the corporation.
Section 2. Vice President. The Vice
President shall not be a member of the Board
and need not be a POA Member. The Vice
President shall perform the duties of an
absent President and, when so acting, shall
have all the powers and be subject to all
the restrictions upon the President. The
Vice President shall perform all other
duties as, from time to time, are assigned
by the President or by the Board of
Directors. In the sole discretion of the
Board, the Board may choose not to fill the
office of Vice President.
Section 3. Secretary. The Secretary
may be a member of the Board, if not
salaried. A salaried Secretary need not be a
POA member. The Secretary shall keep a
permanent record of the minutes of the Board
meetings and all called meetings of the
Members, including the recording of all
votes, and shall perform all other duties
required by the Board or by the President,
or as may be required by law.
Section 4. Treasurer. The Treasurer
shall not be a member of the Board and need
not be a POA member. If required by the
Board, the Treasurer shall be bonded for the
faithful discharge of duties and shall have
charge and custody of, and be responsible
for, all funds and securities of the
corporation, receive and give receipts for
monies due and payable to the corporation,
from any other source whatsoever, and
deposit all such money in the name of the
corporation in such banks, trust companies
or other depositories as shall be selected
in accordance with the policies of the Board
of Directors. In general, to perform all the
duties as incident to the office of
Treasurer, and such other duties, as may be
assigned by the President or the Board of
Directors. In the absence of a Vice
President, the Treasurer shall be
subordinate only to the President.
Section 5. General Manager. The
General Manager of the POA shall be the
Chief Executive and shall control and direct
administration of the Association’s affairs.
All administrative offices or
responsibilities, either set out by specific
policy of the Board or which are not
otherwise specifically assigned to a
division created by Board policy, shall be
deemed to be the responsibilities and
offices under the direct supervision and
control of the General Manager. The General
Manager shall be an ex-officio member of the
Board of Directors with the right to take
part in discussion but not vote. The General
Manager shall not attend any Board meeting
at which the Board is evaluating his/her
performance unless his/her presence is
requested.
The General Manager shall serve at the will
of the Board under the terms and conditions
set forth in an Employment Agreement, agreed
upon by the Board and General Manager, and
shall perform the duties assigned by the
Board including those specifically outlined
in a job description prepared and adopted by
the Board.
Section 6. It shall be permissible at
the discretion of the Board for the Office
of Corporate Secretary and Corporate
Treasurer to be combined, or for the Office
of Vice President and Treasurer to be
combined. Employees of the POA serving in
other capacities may also serve as corporate
officers.
Section 7. In the event any officer,
because of absence or incapacity of any
kind, is unable to perform any of the duties
of office, or in the event of a vacancy of
any office, the Chairman of the Board may
designate some other person to perform such
duties during such time or until such
vacancy is filled by the Board.
ARTICLE VIII.
Committees
Section 1. The
Chairman of the Board, with the approval of
a majority of the Board, shall appoint an
Election Committee consisting of five (5)
members at the July Board meeting.
The Chairman may appoint such other
committees as deemed necessary. All
committee members must be members in good
standing.
Section 2. The Chairman of the Board,
at the Board’s June meeting, shall also
appoint to each of the following Board
Policy Committees at least three (3) Board
members:
Audit
Communications
Planning
Rules and Regulations
Section 3. Each committee shall elect
from amongst its members a chairperson as
provided in Board policy.
Section 4. At the first meeting of
each committee following the appointment of
new members, the committee shall select a
Secretary from its membership. The
Secretaries shall keep the minutes of each
meeting and promptly submit a copy thereof
to the Secretary for inclusion in the Board
meeting materials.
Section 5. Each committee shall meet
as necessary at the request of the Board or
at the discretion of the Chairman of that
committee.
Section 6. The General Manager shall
appoint a non-voting liaison member to each
committee from the staff of
the POA. Said liaison member shall provide
current information concerning POA matters
to the committee and be available for advice
on matters of administration, as well as
provide information on the actions and
discussions of the committee to management.
Section 7. It is the duty of each
committee to discuss and analyze the
problems within its area of concern. All
committees shall perform such duties as are
set out in the guidelines for said
committees as adopted by the Board, and any
such further duties as the Board may
authorize.
Section 8. The structure, function,
and responsibility of each standing
committee shall be determined as provided in
Board policy.
Section 9. The General Manager has
the power to appoint such other committees,
sub-committees, or ad hoc committees as
deemed necessary.
Section 10. The Chairman of the Board
of Directors and the General Manager shall
have the joint power to appoint joint
advisory committees. The structure,
function, and responsibility of each joint
advisory committee shall be determined as
provided in Board policy.
ARTICLE IX.
Contracts, Loans, Checks and
Deposits
Section 1. Contracts.
The President may authorize any officer or
officers, agent or agents, to enter into any
contract or execute and deliver any
instrument in the name of and on behalf of
the POA, and such authority may be general
or confined to specific instances.
Section 2. Loans. No loans shall be
contracted on behalf of the POA and no
evidences of indebtedness shall be issued in
its name unless authorized by a resolution
of the Board of Directors. Such authority
may be general or confined to specific
instances.
Section 3. Checks, Drafts, Etc. All
checks, drafts, or other orders for the
payment of money, notes or other evidences
of indebtedness issued in the name of the
POA shall be signed by such officer or
officers, agent or agents, of the POA and in
such manner as shall from time to time be
determined by resolution of the Board of
Directors.
Section 4. Deposits. All funds of the
POA not otherwise employed shall be
deposited from time to time to the credit of
the POA in such banks, trust companies or
other depositories as the POA may select in
accordance with the established investment
policy of the Board.
ARTICLE X.
Right of Member: Voting
Section 1. Each
membership of the POA in good standing shall
be entitled to one vote in the election of
Directors of the POA. For all other
purposes, there shall be two classes of
voting memberships as described in Article
III, Section 2 of the Declaration.
Section 2. To be entitled to vote, a
Member must have been a Member in good
standing for at least thirty (30) days prior
to the election in order to allow adequate
time to process the membership records.
Section 3. If a membership is held by
two (2) or more co-tenants, the membership
vote may be cast as the co-tenants may
decide among themselves. The co-tenant
authorized to cast the membership vote shall
be the one of the two names named on the
deed, unless another co-tenant shall be
designated in writing by all co-tenants as
the co-tenant authorized to cast the vote.
In the event the a co-tenant other than the
first grantee on a deed is designated as the
co-tenant authorized to cast the membership
vote, the membership has the burden of
proving to the POA the name of all
co-tenants by providing a Recorder’s
file-marked copy of the membership deed, and
such other proof as may be required by the
POA. A designation shall be on a form
provided by the POA and shall remain in full
force and effect until changed in writing by
all co-tenants of said membership.
ARTICLE
XI.
Meeting
of Members:
Section 1. Annual Meeting.
The annual meeting of the Members shall
be held on the third Tuesday of the month of
May each year.
Section 2. Special Meetings. Special
meetings of the Members for any purpose,
including those provided in the Declaration
and the Articles of Incorporation, may be
called at any time by the Board of Directors
or the President. A special meeting must be
called if 5% of the membership sign, date,
and deliver to any officer one or more
written demands for such a meeting. The
demand must include the purpose or purposes
for which the meeting is to be held.
Section 3. Notice. Notice of all
meetings shall be mailed to each Member
qualified to vote at least fifteen (15) days
in advance of the meeting and shall set
forth, in general, the nature of the
business to be transacted. The ballot must
be mailed to all qualified voters at least
thirty (30) days prior to the meeting, if
voting only by written ballot prior to the
meeting is authorized by the Board of
Directors.
Section 4. Quorum. Except as
otherwise provided for voting on an annual
or special assessment, the Members present,
in person or constructively, at any meeting
shall constitute a quorum. All decisions
shall be made by a majority of the Members
present and voting. If voting is by ballot
only, the receipt by the POA of the valid
ballot of a qualified voter either by mail
or personal delivery at or before the
commencement of such meeting, shall
constitute the constructive presence of such
voter for the purpose of determining whether
a quorum is present.
Section 5. Proxies. Voting by proxy
shall be permitted. A proxy shall be
submitted to each Member with or on the
ballot. The proxy shall apply to one
election only and it and the ballot shall be
transmitted by the Member to the proxy who
shall cast the ballot in the same manner as
provided for Members.
Section 6. Methods of Voting. Voting
on any question shall be either by ballots
received by the POA at or before the
commencement of the meeting or during the
meeting of the Members, or their proxies,
who are in attendance.
ARTICLE
XII.
Corporate Seal
The POA shall have a seal in
circular form having within its
circumference the words: “Bella Vista
Village Property Owners Association SEAL
1965.”
ARTICLE
XIII
Amendment
These Bylaws may be
amended subject to the provisions of Section
2, as set forth in Section 1.
Section 1. Standard Amendment.
A. The proposed amendment shall be
considered in full text at a meeting of the
Board.
B. The proposed amendment will then be
presented for approval at the next regular
meeting of the Board. If approved by a
majority vote of the Directors, the proposed
amendment shall be displayed prominently at
the offices of the POA and widely announced
to the membership for the purpose of review
and discussion.
C. At the next regular meeting, POA Members
shall have an opportunity to comment on the
proposed changes.
D. Thereafter, the proposed amendment, with
any changes not affecting the substance
thereof, shall then again be considered by
the Board of Directors and approved by
majority vote.
Section 2. Emergency Amendment.
Anything to the contrary notwithstanding in
Section 1, if the Board of Directors by the
affirmative vote of at least seven members
thereof, determines that such amendment must
be effective immediately to prevent
substantial and irrevocable danger to the
health, safety, or financial security of the
POA, the provisions of Section 1,
subparagraphs A, B, and C may be dispensed
with.
ARTICLE
XIV.
Parliamentary Authority
The current edition of
Robert’s Rules of Order and Parliamentary
Procedure, or a simplified version thereof
if adopted by the Board, governs the POA in
all parliamentary situations that are not
provided for in the law, the Declaration,
the Articles of Incorporation, these Bylaws,
or policy.
If a
Simplified Version of Robert's Rules of
Order is to be used it must first be
circulated to Board members at least a week
in advance and then adopted by a majority
vote of the Board at a single reading. This
adopted version will remain in effect until
revised, but may be revised by majority vote
of the Board at a single
previously-announced reading.
ARTICLE
XV.
Controlling Provisions
In
the case of any conflict between the
Articles of Incorporation and these Bylaws,
the Articles shall control; in the case of
any conflict between the Declaration and
these Bylaws, the Declaration shall control;
and, in the case of a conflict between the
Declaration and the Articles of
Incorporation, the Declaration shall
control.
IN WITNESS WHEREOF, We, being all of the
Directors of the Bella Vista Village Property
Owners Association, adopted these Bylaws at an
open public meeting of said Board on the 21st
day of September, 2006, at which a quorum was
present.
_________________________________
_________________________________
Roberta Dale,
Chairman
Anita Werts, Vice Chairman
_________________________________
_________________________________
George DeGroot
Stewart Smith
_________________________________
_________________________________
Bill
Johnson
Jan Keirsey
_________________________________
_________________________________
Steve Morrow
Tom Wooters
_________________________________
Bill Williams |