WlOODHURST COMMUNITY
ASSOCIATION, INC., BY-LAWS
ARTICLE I
- NAME - PLACE
Section 1. The name of this Association shall be: "THE
WOODHURST COMMUNITY ASSOCIATION, INC."
Section
2. The principal place of business of the Association shall be at Fort
Wayne, Allen County, Indiana.
ARTICLE II - DUES
Section I., The annual membership dues for the ensuing
year shall be fixed by the Board of Directors at the regular September
meeting. Any change in the Annual Dues shall be subject to approval by the
membership at the Annual Meeting where each member (family) shall have one vote for each residence. The annual dues so fixed shall be assessed
against each residence,
Section 2.,
Delinquency of ninety days in payment of dues may be collected as provided
in the plats of Woodhurst Addition, Section "A",
"B","C", "D", and "E". If any
subdivision shall elect to affiliate with this Association and the
restriction in the plat provide for the collection of the dues, the dues
shall be collected as provided in this plat.
If upon application of any
person or corporation to become a member of this Association, and the approval of the
Board, and there are no provisions in the plat for collection of
any delinquent dues, a delinquency of ninety days in the payment of dues shall terminate membership in the Association.
The Directors may, in their discretion, reinstate any delinquent member
upon payment of all past and current dues.
ARTICLE III - ELECTIONS
Section 1. The election of Directors shall be held at the Annual
Meeting of the Association in October by written ballot: a majority of the
votes cast shall be necessary for election. The Board of Directors elect from
their own number: a President and Vice President; and shall appoint a
Secretary-Treasurer, each for a term of one year.
Section 2. Previous to the
Annual Meeting of the Association, the Nominating Committee shall nominate
candidates for Director to be voted on at the Annual Meeting. The Secretary
shall mail a list containing said nominees to each member at least two
weeks prior to the Annual Meeting. Each member (family) shall be entitled
to cast one vote for each residence for each Director to be elected, (and
may write in the name of any member of the Association in lieu of any
nominee selected by the Nominating Committee). The nominees respectively
receiving the highest number of votes shall be declared elected to the Board
of Directors.. The new Board of Directors shall at
their first meeting, following the Annual Meeting, elect officers for the
ensuing year as herein provided. The officers so elected and new Directors
shall enter upon their respective duties at that time.
Section 3. "Any vacancies
occurring in the Board of Directors or any of the elected offices, except
the Presidency, shall be filled by election by the Directors immediately
after such vacancy occurs. Directors so elected shall serve until the next
Annual Meeting of the Association. Officers so elected shall serve until
the next election of Officers.
Section 4. While the normal
method of voting shall be in person a member may give a written proxy to
any member allowing that member to exercise his vote.
ARTICLE IV - MEETINGS
Section 1. The Annual Meeting
of the members of the Association shall be held on the first Tuesday of
October - or as near to said date as possible - at which
meeting, Director_ shall be elected and reports of all Officers
and Committees shall be submitted.
Section 2. All powers of the
Association may be exercised at any Annual or Stated Meeting of the
Association.
Section 3. Special meetings of the Association may be
called by the President, the Directors, or by a written request containing
a statement of the business to be considered at said meeting filed with the
Secretary and signed by any ten members of the Association. The Secretary
shall give at least three days notice of such special meeting in writing,
stating the business to be considered at said meeting, and no business,
not so specified, shall be considered at such meeting.
Section 4. All meetings shall be held in Allen County,
Indiana, at the time and place specified in the notice of the same.
Section 5. Forty members shall constitute a quorum, at
any meeting of the Association, for the transaction of business and any
meeting may be adjourned by a vote of a majority of those present.
ARTICLE V - OFFICERS AND
DIRECTORS
Section 1. The Board of Directors shall manage the
business and prudential affairs of the Association. A majority shall
constitute a quorum, and said Board shall meet at the call of the President, or at the call of the Secretary when such
call is requested of him in writing by any three members of the Board.
Section 2. The new Board of Directors at its first
meeting shall elect from their members a President and Vice-President and
shall appoint a Secretary/Treasurer, each for a term of one year. The
Treasurer's term is the same as the fiscal year (January I thru December
31).
Section 3. "There shall
be fifteen Directors. One Director shall be nominated from each of the
following ten neighborhood/areas to represent that area and five elected at
large. If a nominee from the floor should defeat a neighborhood/area
nominee that director or one of the directors at large shall be appointed
by the Board of Directors to represent that area. The neighborhood/areas
are made up of the following lots: 1.
AI/30, II. A3l/43, B44/6,
B94/7, GIO8/23, III. B59/66, G76/l07, IV. B52/8, B67/74, C154/65, V.
B75/79, C166/7, D176/88 VI. B80/8, G46/75, VII. B47/51. B89/93, BIOI/5,
C139/S3, VIII. B98/100, B1O6/26, Block A 1/3, IX. D168/75, E189/209, X_
CI27/38, E2I0/24, Block A 4/5. Each Director must be the owner or spouse
of an owner of a residence on one of the above lots and live therein. One
third of the Board shall be elected each year to serve three consecutive
years. Any member of the Board of Directors who shall absent himself from
three consecutive meetings thereof, unless he shall present satisfactory
excuses, shall be deemed to have resigned as a member of the Board of
Directors unless the Board of Directors determine otherwise.
Section 4. The regular meeting of the Board of Directors
shall be the first Monday of March, June, September and December or as near
to said date as possible.
Section 5.(revised by amendment, September 2009) None of the
Officers or Directors, excepting the Secretary-Treasurer, shall receive for
their services any financial compensation, such as, but not limited to
salaries or bonuses. Rewarding
service to the Association in the form of gift certificates or discount of
dues is not prohibited by this section.
Section 6., The President
shall be the Executive Officer of the Association, shall preside at all
meetings of the Association and Directors, appoint all committees, fill all
vacancies occurring therein_ and perform such other duties as are
specifically required of him by these articles.
Section 7. In the absence of the President, or in
case of vacancy in the Office of President, the Vice-President shall
discharge the duties of the President.
Section 8. The Secretary shall keep all records,
documents, books and ' archives of the Association, and shall record all
minutes of meetings of members and Directors of the Association. He shall
keep and call the roll of members and officers under the direction of the
President, shall issue all notices, conduct all correspondence relating to
the business of the Association, and record all his acts in the records of
the Association.
Section 9. The Treasurer shall
collect all dues for money due the Association, shall be the custodian
thereof and shall disburse all funds of
the Association
under regulations prescribed by and subject to the approval of the
Directors or members of the Association. He shall keep the accounts of the
Association, showing all receipts and expenditures, and shall submit
statements thereof to the Directors and members of the Association
quarterly and at all other times by them requested.
Se9tion 10. Directors have a
responsibility to attend all meetings, serving on Committees when
appointed to same by the President, and acquaint all new members of their
neighborhood/area with the policies and objectives of the Association.
Section 11. All records, books
and accounts of the Association shall be open to the inspection of the
Officers and members at all reasonable times, and its officers shall
perform such ministerial duties as usually pertain to their respective
offices, not specifically assigned to them by the By-Laws or by resolution
of the Directors.
ARTICLE VI - COMMITTEES
Section 1. POLICY. It is the declared policy of the
Association to preserve continuity of effort in the work of Committees and
sections. It is also the declared policy of the Association that the
Association needs the help of all members of the Association in the
Committee and section work. The organization hereinafter described is an
attempt to compromise these two policies of the Association in the hope
that continuity of effort will be maintained, that all members who desire
to do so will engage actively in committee work, and that no Committee will
be dominated by a few.
Section 2. The President may
appoint such Committees as Nominating, Social, Auditing and other
Committees which from time to time may be appropriate. Each Committee shall
have at least three members.
ARTICLE VII -
PARLIMENTARY AUTHORITY
Section 1. Unless otherwise provided in these By-Laws,
the rules of parliamentary procedure, as defined in "Robert's Rule of
Order", shall govern all meeting of members, Directors and Committees.
ARTICLE VIII - ORDER OF BUSINESS
Section 1. At all Annual and Stated Meetings of the
Association and at all meetings of the Directors, the order of business
shall be as follows:
1. Call
Meeting to Order.
2. Reading
of the minutes of the preceding meeting.
3.
Treasurer's Report.
4. Report of
Board of Directors (Annual).
5. Report of
Officers.
6. Report of
Standing Committees.
7. Report of
Special Committees.
8. Old
Business.
9. New
Business.
10.
Elections.
11.
Miscellaneous Business.
12.
Adjournment.
Section 2. The Order of Business may be changed
by a vote of a majority of those present at any meeting.
SECTION IX - TIME AND FISCAL
YEAR
Section 1. In computing time required under the
provision of these By-Laws for giving notice, the day of sending the
notice shall be excluded and the date of performance or meeting shall be
included.
Section 2. The Fiscal Year of
the Association shall extend from January 1 thru December 31st each year.
ARTICLE X - AMENDMENTS
Section 1. These
By-Laws may be amended at any meeting of the Board of Directors of the Association
by an affirmative vote of two-thirds of the membership of the Board;
_providing, that written notice; containing any proposed amendment, shall
be filed and read at the last meeting previous to the meeting at which a
vote shall be taken upon such amendment.
These revised By-Laws were voted and became effective
September 9, 1985.
In 1984 under provision of Article
II, Section 2, second paragraph the owners of homes located on lots
G46/123 of Southwood Subdivision (located
south of Petit on Old Mill Road, Indiana and.Tacoma
Avenues) were invited to join the Association as full members.
In
2009, Article V, Section 5 was replaced by an affirmative vote of
two-thirds of the Board of Directors.
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