BY-LAWS OF THE ARBORETUM WOODS HOMEOWNERS ASSOCIATION AN ILLINOIS NOT-FOR-PROFIT CORPORATION
ARTICLE I OFFICES
The corporation shall maintain a registered office in the State of Illinois and a registered agent, designated as the Treasurer. His/Her address will be the address of record for a physical location. The PO Box will be the formal address for the Association.
ARTICLE II PURPOSE AND POWERS
PURPOSES: The purpose of this Association are to act on behalf of its Members collectively, as the governing body, with respect to the preservation, care, maintenance, replacement, improvement, enhancement, operation and administration of both real and personal property and for the promotion of the health, safety and welfare and the common use and enjoyment thereof by Members of the Association, all on a not-for-profit basis. These By-Laws are subject to the provisions of the Declaration of Covenants, Conditions and Restrictions for Arboretum Woods Homeowners Association, recorded with the Office of the Recorder of Deeds for DuPage County, Illinois. All terms used herein shall have the meanings set forth in the Declaration.
POWERS: The Association shall have and exercise all powers as are now or may hereafter be granted by the General Not-For-Profit Corporation Act of the State of Illinois, the Declaration and these By-Laws.
ARTICLE III MEMBERS
MEMBERS: Members shall be Owners (as defined in the Declaration).
VOTING RIGHTS: Members shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any lot, all such persons shall be Members. The vote for such Lot shall be exercised as they among themselves determine, but: in no event shall more than one vote be cast with respect to any lot.
MEMBERS INGOOD STANDING: Only Members who have paid the annual dues in full may vote on Association business. Voting Members must be at least 18 years of age or older.
DEFAULT AND TERMINATION OF MEMBERSHIP: When any member shall be in default in the payment of dues for a period of three months from the beginning of the period for which such dues became payable, his membership may thereupon be terminated by the Executive Committee.
ARTICLE IV MEETINGS
ANNUAL MEETING: The Association will hold an annual meeting in the fall of each year. The Officers will be elected at that meeting. The amount of annual dues and the annual budget will be voted on at the annual meeting. Anyone is allowed to attend this meeting but only Members in good standing (see Article III) are allowed to vote at this meeting.
SPECIAL MEETING: Special Meetings of the membership may be called either by the President, the Executive Committee or not less that one-tenth of the members in good standing, having voting rights
TIME AND PLACE OF MEETING: The Association will meet at a time and place that is convenient to the largest number of Members. Meeting dates and times should be consistent and moved or rescheduled only as a last resort. When circumstances allow, Members shall be notified at least 7 days in advance of all cancelled meetings.
NOTICE OF MEETINGS:. Written notice by US Mail or E-mail stating the place, date, and hour of any meeting shall be delivered to each Member not less than five (5) nor more than thirty (30) days before meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice.
COMMITTEE MEETINGS: The Executive Committee and/or other committees of the Association may meet at other times to conduct the business of the association.
QUORUM: The Association requires that at least 17% or 9 Members who are in good standing with the Association be present at any regularly scheduled or annual meeting in order for votes to take place or business to transact.
PROXIES: Each Member entitled to vote at a meeting of Members or to express consent or dissent to corporate action in writing or when they cannot be present at the meeting, they may authorize another person or persons to act for them by proxy.
ARTICLE V
DUES
DUES: All Members are required to pay dues annually. Dues are collected for the sole purpose of carrying out the business of the Association.
AMOUNT OF DUES: The amount of the dues will be determined annually and announced at the annual meeting. The Executive Committee will make a recommendation to the membership at the annual meeting as to the amount of the yearly dues followed by a vote of the membership.
PAYMENT OF DUES: Annual dues shall be payable in advance no later than January 1 of each year. New Member dues will be pro-rated.
OTHER MONETARY PAYMENTS/SPECIAL ASSESSMENTS: Monetary Payments/Special Assessments: Periodically, Members may be asked pay for projects proposed, voted and approved by the Association. These are required payments and are not considered dues.
ENFORCEMENT As stated in the Declaration of Covenants, Conditions and Restrictions for Arboretum Woods; “In general, upon default in the payment of annual dues or an assessment, the Association shall have all rights provided it by its By-Laws to enforce its lien and collect the debt including recovery of interest, attorney’s fees and costs.”
ARTICLE VI
OFFICERS
OFFICERS: The Officers shall be President, Vice President, Secretary, Treasurer and any other Officers agreed upon and voted on by the membership.
ELECTIONS: These Officers shall be elected by a majority vote at the annual meeting. A roll call, voice or secret ballot election may be used. If the Officers are not elected at the annual meeting, the current Officers hold office until an election can be held. All Officers must be Members in good standing and are expected to remain current on their dues throughout their term.
TERMS: The terms for all Officers shall be three (3) years starting at the end of the meeting when elections took place. It is preferable that the Officer terms are staggered to provide continuity.
TERM LIMITS: Officers can be elected to their office for 3 consecutive terms. After that, they must sit out for 1 term before running for the same office again.
VACANCIES: Any vacancy occurring on the Executive Committee or any Officer position to be filled by reason of an increase in the number of Officers, shall be filled by the Executive Committee. An Officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
COMPENSATION: Officers shall receive no compensation.
REIMBURSMENT: Officers and Committee Chairs may receive reimbursement of funds for items purchased on behalf of the Association and must provide receipts for same.
REMOVAL: Any Executive Committee Member may be removed with cause by the affirmative vote of 75% of the Executive Committee. Any Officer may resign at any time by submitting a written resignation to the Executive Committee. If an Officer ceases to be an Owner, he/she shall be deemed to have resigned as of the date of such cessation. A successor to fill the unexpired term of an Officer may be appointed by a majority of the remaining Officers at any regular or special meeting.
ARTICLE VII
OFFICER DUTIES
PRESIDENT: The President shall be the principal executive officer of the Association and shall generally supervise the business and affairs of the Association. He/She shall preside over all Executive Committee meetings and shall be considered a non-voting, voluntary member of all other standing and ad-hoc committees. He/She presides over the annual and regularly scheduled meetings of the Association. The President may represent the Association at other meetings in the community as needed.
VICE PRESIDENT: The Vice President shall assist the President when necessary, by attending committee meetings or other community meetings on behalf of the Association. The Vice President performs the duties of the President in the event the President is unable to fulfill his/her responsibilities. He/She presides over meetings if the President is unable to attend. The Vice President is responsible for always having a copy of the most up to date by-laws and any other Association policies and procedures at all meetings and to clarify questions about these documents if they arise. The Vice President may also be called upon to assist the other Officers in their duties, such as assuring Association records are filed and organized.
SECRETARY: The Secretary shall keep the minutes of all regularly scheduled meetings as well as all Executive Committee meetings. The Secretary shall also be responsible for keeping accurate records of all Association business, including but not limited to, all minutes, meeting notices, correspondence, copies of financial reports, copies of up to date by-laws, articles of incorporation paperwork, copies of all newsletters and any other historical documents that pertain to the ongoing business of the Association. The Secretary will keep a register of the post office addresses and telephone numbers of each Member. The Secretary will pass this information on to the next Secretary at the end of his/her term.
TREASURER: The Treasurer shall be responsible for all funds of the Association. He/She shall receive and issue receipts for monies due and payable to the Association from any source and deposit all monies in the name of the Association in the financial institution selected by the Executive Committee. The Treasurer will prepare accurate and timely financial reports to be presented to all Members at every regularly scheduled membership meeting and Executive Committee meetings. The Treasurer is responsible for assuring all bank statements and other Association records are kept neatly filed and safe as well as copies of all requests for funds generated by the Association. The Treasurer is responsible for sending notices and collecting annual dues. The Treasurer is accountable for all expenditures of the Association and must keep good records, including receipts, to back up every transaction. Each check of the Association shall be signed by the Treasurer or approved signatory.
ARTICLE VIII
EXECUTIVE COMMITTEE
EXECUTIVE COMMITTEE MEMBERSHIP: The President, Vice President, Secretary and Treasurer make up the members of the Executive Committee. The Standing Committee Chairs for Landscaping and Social Activities may attend meetings as non-voting members.
EXECUTIVE COMMITTEE RESPONSIBILITES: The Executive Committee shall manage the day-to-day operations of the Association. The Executive Committee is responsible for setting the agenda of the regularly scheduled meetings, arranging the annual meeting, establishing committees and appointing committee chairs. They also make a recommendation to the Membership at the annual meeting as to the amount of annual dues.
EXECUTIVE COMMITTEE MEETINGS: Executive Committee members may meet outside of regular Association meeting times. The Executive Committee should hold quarterly meetings as needed and notice of meetings should go to Members seven days in advance for attendance if desired.
EXECUTIVE COMMITTEE QUORUM: There must be at least 3 of the 4 Executive Committee Members present in order for the Executive Committee to conduct any business.
ARTICLE IX
COMMITTEE CHAIRS: President assigns the Committee Chairs as needed.
COMMITTEE MEMBERS: Committee Chairs are responsible for assigning Members to their respective committees.
STANDING AND AD HOC COMMITTEES: Both Standing and Ad Hoc Committees may be utilized to address neighborhood business.
ARTICLE X
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Executive Committee, Standing and Ad Hoc Committees. The Secretary shall keep a record of the names and addresses for the Members entitled to vote. All books and records of the corporation may be inspected by any Member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XI
INSURANCE
The Association shall purchase liability insurance to protect the Officers from any legal actions related to Association business.
ARTICLE XII
AMENDMENTS
BY-LAW AMENDMENTS/ALTERATIONS AND RULES OF ASSEMBLY:
These by-laws may be altered or amended by an affirmative vote of 51% (simple majority) of the membership present at any regular or special membership meeting provided that notice to amend was given at least 10 days prior to the meeting and the intent to vote on by-laws is placed on the notice. Outside of these by-laws, Roberts Rules of Order Newly Revised is the standard by which this organization transacts business.
[10/10/2011 amended]