BYLAWS ARTICLE 7: POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1 - Powers The Board of Directors shall have power to:
- Adopt and publish rules and regulations governing the use of the Common Areas and Common Maintenance Areas, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;
- Suspend the voting rights of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for each infraction of published rules and regulations;
- Exercise for the Association all powers, duties and authority vested in or delegated to this Association and which are not reserved to the membership by other provisions by these By-laws, the Articles of Incorporation, or the Declaration;
- Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from the three (3) consecutive regular meetings of the Board of Directors; and
- Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties
Section 2 - Responsibilities The Board of Directors shall have the power and responsibility to:
- Enforce the provisions of the Declaration and these By-laws;
- Cause to be kept a record of all the Associations' acts and corporate affairs, including, but not limited to, corporate finances;
- Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
- As more fully provided in the Declaration, to:
- Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
- Send written notices of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
- Foreclose the lien against any property for which assessments or other charges are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obliged to pay the same.
- Take such action, as the Board deems appropriate, to collect any other funds owed to the Association by Association Members or by third parties, including recording and foreclosing any liens upon Member's Lots for assessments or other charges due the Association.
- Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
- Obtain policies of insurance for the Association, the Common Areas or Common Maintenance Areas.
- Obtain legal and accounting services if necessary to the administration of Association affairs, administration of the Common Areas and Common Maintenance Areas, or the enforcement of the Declaration or these By-laws;
- Pay, from Association funds, all costs of maintaining the Common Areas or Common Maintenance Areas;
- If necessary, maintain any Lot if such maintenance is reasonably necessary in the judgment of the Board to (1) protect Common Ares and Common Maintenance Areas, or (2) to preserve the appearance and value of the Properties or Lot. The Board may authorize such maintenance activities if the Owner or Owners of the Lot have failed to or refused to perform maintenance after written notice of the necessity of such maintenance has been delivered by the Board to the Owner or Owners of such Lot, provided that the Board shall levy a special assessment against the Owner or Owners of such Lot and the Lot for the cost of such maintenance. The Owner shall be given the period of time to perform maintenance following notice from the Board as is required by the Declaration or these By-laws, or, in the absence of a provision stating a specific notice period, a reasonable time.
- The Board may also pay any amount necessary to discharge any lien or encumbrance levied against the entire Properties or any part thereof which is claimed or may, in the opinion of the Board, constitute a lien against the Properties rather than merely against the interest therein of particular Owners. Where one or more Owners are responsible for the existence of such liens, they shall be jointly and severally liable for the cost of discharging it and any costs or expenses, including reasonable attorneys' fees and costs of title search incurred by the Board by reason of such lien or liens. Such fees and costs shall be assessed against the Owner or Owners and the Lot responsible to the extent of their responsibility;
This section j of Article 7 shall not affect the right of any Owners, jointly and severally liable to the Association, to a right of contribution, from other Owners also jointly and severally liable under this Section j, for sums paid to the Association under this Section j.
- Pay all utility charges attributable to Common Areas or Common Maintenance Areas;
- Pay all costs deemed appropriate by the Board to ensure adequate security for the Lots and Common Areas and Common Maintenance Areas constituting the residential community created on the Properties;
- Have the exclusive right to contract for goods, services, maintenance, and capital improvements provided, however, that such right of contract shall be subject to Association approval;
- Improve the Common Areas and Common Maintenance Areas with capital improvements to such Common Areas and Common Maintenance Areas; provided that for those capital improvements exceeding Five Thousand and No/100 Dollars ($5,000.00), the addition of such capital improvements to the Common Areas and Common Maintenance Areas must be approved by two-thirds (2/3) of the Members of the Association who are voting in person or by proxy at a meeting duly called for this purpose;
- Enter any Lot or Residence, when reasonably necessary, in the event of emergencies or in connection with any maintenance, landscaping or construction for which the Board is responsible. Except in cases of emergencies, the Board. its agents or employees shall attempt to give notice to the Owner or occupant of any Lot or Residence 24 hours prior to such entry. Such entry must be made with as little inconvenience to the Owners as practicable, and any damage caused thereby shall be repaired by the Board, at Association expense, if the entry was due to an emergency (unless the emergency was caused by the Owner of the Lot entered, in which case the cost shall be specially assessed to the Lot and against the Owner of that Lot). If the repairs or maintenance activities were necessitated by the Owner's neglect of the Lot, the cost of such repair or maintenance activity shall be specially assessed to that Lot and against the Owner of the Lot. If the emergency or the need for maintenance or repair was caused by another Owner of another Lot, the cost thereof shall be specially assessed against the Owner of the other Lot and against the other Lot;
- Adopt and publish any rules and regulations governing the Members and their guests and establish penalties for any infraction thereof;
- Declare the office of a member of the Board to be vacant in the event that a member of the Board is absent from three (3) consecutive regular meetings of the Board;
- Employ a manager, an independent contractor, or such other employees as the Board deems necessary and describe the duties of such employees;
- Pay for all goods and services required for the proper functioning of the Common Areas and Common Maintenance Areas;
- Impose annual and special assessments;
- Open a bank account on behalf of the Association and designate the signatories required;
- Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions by these By-laws, Articles of Incorporation, or the Declaration. The Board shall have all powers and authority permitted to the Board under the Declaration and these By-laws. However, nothing herein contained shall be construed to give the Board authority to conduct a business for profit on behalf of all the Owens of any of them.
Section 3 - Standard of Case
Except as provided in the Association's governing documents or this section, the Board of Directors shall act in all instances on behalf of the Association. In the performance of their duties, the officers and members of the Board of Directors shall exercise the degree of care and loyalty required of an officer or Director of a corporation organized under Chapter 24.03 R. W.
Section 4 - Restrictions
The Board of Directors shall not act on behalf of the Association to amend the Articles of Incorporation, to take any action that requires the vote or approval of the Owner(s), to terminate the Association, to elect members of the Board of Directors, or to determine the qualifications, powers, and duties, or terms of office of members of the Board of Directors; but the Board of Directors may fill vacancies in its membership of the unexpired portion of any term.
Section 5 - Adoption of Annual Budget
Within thirty (30) days after adoption by the Board of Directors of any proposed regular or special budget of the Association, the Board shall set a date for a meeting of the Owner(s) to consider ratification of the budget not less than fourteen (14) nor more than sixty (60) days after mailing of the summary. Unless at that meeting the Owner(s) of a majority of the votes in the Association are allocated or any larger percentage specified in the governing documents reject the budget, in person or by proxy, the budget is ratified, whether or not a quorum is present. In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the Owner(s) shall be continued until such time as the Owner(s) ratify a subsequent budget proposed by the Board of Directors.