CODE OF REGULATIONS FOR BOULDER SUBDIVISION HOMEOWNERS ASSOCIATION, INC.
WHEREAS, the undersigned are Owners of the property located in the City of Cuyahoga Falls, County of Summit and State of Ohio; and
WHEREAS, the undersigned are subject to the Declaration of Restrictions, Covenants, and Easements for the Boulder Subdivision Homeowners Association, Inc. recorded at 55364890, Pages 1 through 14 on or about September 7, 2006 of the Summit County Recorder’s Office; and
WHEREAS, the undersigned are subject to the Articles of Incorporation, Certificate No. 1524291 recorded as a non-profit corporation with the State of Ohio; and
WHEREAS, the Declaration of Restrictions, Covenants, and Easements require the establishing of an association of owners who shall be Members of the Association named the Boulder Subdivision Homeowners Association; and
WHEREAS, on September 10, 2010, there was enacted ORC 5312, The Act, which requires that any homeowner association that is governed by Bylaws/Code of Regulations or Articles of Incorporation be required to record the Bylaws/Code of Regulations with the county recorder’s office in the county where the Planned Community/Association is situated; and
WHEREAS, the undersigned approve this Code of Regulations which shall be filed with the Summit County Recorder’s Office as required by ORC 5312; and
WHEREAS, the undersigned agree to abide by this Code of Regulations.
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NOW THEREFORE, the undersigned, consisting of five (5) Directors, have signed this Code of Regulations, which Code has been approved by a majority of a quorum of Members on this _____ day of ____________________, 2013.
ARTICLE I GENERAL
SECTION 1. Name and Nature of the Association. The name of the Association shall be the Boulder Subdivision Homeowners Association, Inc. (the “Association”) which corporation, not for profit, created pursuant to the provisions of Chapter 1702 of the Ohio Revised Code, and which Association is also guided by the provisions of Chapter 5312 of the Ohio Revised Code. The Association is subject to the Boulder Subdivision Homeowners Association document filed at 55364890, Pages 1 through 14 on or about September 7, 2006 of the Summit County Recorder’s Office; the Articles of Incorporation; and, Rules and Regulations of the Association. All the recorded instruments hereinafter are to be referred to as “Governing Documents”. The principal office of the Association shall be located in Cuyahoga Falls, together with a place of meeting of Owners and the Managers (hereinafter referred to as “Directors”) of the Association in Summit County, Ohio as the Board of Directors may from time to time designate.
SECTION 2. Ownership. Upon acquisition of title to property, each Owner shall automatically become a Member of the Association. Each ownership shall terminate upon the sale or other disposition by such Member of his or her property ownership, at which time the new Member of such property shall automatically become a Member of the Association.
SECTION 3. Definitions. All the terms used herein in this Code of Regulations shall have the same meaning as set forth in the Governing Documents of the Association as recorded with the Recorder of Summit County, Ohio, unless the context shall prohibit.
ARTICLE II MEETINGS OF OWNERS
SECTION 1. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors either in Cuyahoga Falls, Summit County, Ohio or as convenient thereto as possible and practical.
SECTION 2. Regular and Annual Meetings. The annual meeting of the Members shall be held in the third (3
rd
) quarter of each year hereafter on a date and an hour established from time to time by the Board of Directors. Other general meetings may be called by the Board at any time during the year.
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SECTION 3. Special Meetings. Special Meetings of the Members may be called at any time by the Board, or upon written request of the Members entitled to exercise one quarter (1/4) of the voting power of the membership. A notice of special meeting shall state the date, time and place of such meeting and the purpose thereof. No business shall be transacted at special meetings except as stated in the notice.
SECTION 4. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of the Board or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least seven (7) days before such meeting, to each Member entitled to vote thereat and addressed to the Members’ address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice or by delivering a copy of that notice to such address at least seven (7) days but not more than sixty (60) days prior to the meeting. The Notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.
SECTION 5. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after the holding of such meeting. In the event of attendance of any Member at any meeting without protesting prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of such meeting.
SECTION 6. Quorum. The presence of any duly called and noticed meeting, in person or by proxy, of Members entitled to cast at least fifty-one percent (51%) of the voting power of the membership shall constitute a quorum of such meeting of Members. If any meetings of the Association cannot be held because a quorum is not present, a majority of Owners who are present at such meeting, either in person or by proxy, may adjourn the meeting. If any meeting is so adjourned, notice of such adjournment need not be given of the time and place to which such a meeting is adjourned. If the time and place of the adjourned meeting are not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to the Members in a manner prescribed for special meetings. Those present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of Members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of the Members of those remaining.
SECTION 7. Voting Rights. Each Member shall be, as a condition of ownership, a Member of the Association and each Member (except the Developer) shall be entitled to one vote for each Lot. If a Lot is owned by more than one Owner, the Owners shall not be entitled to more than one vote with respect to any such Lot. The rules of Robert’s Rules
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of Order shall apply to the conduct at all meetings of Members except as specifically provided in the Governing Documents or this Code of Regulations.
SECTION 8. Proxies. Members may vote in person or by proxy. A Member may revoke a proxy if only by actual notice of revocation to the Board of the Association. The proxy is void if it is not dated or purports to be revocable without notice. Except as hereinafter provided, a proxy shall terminate eleven (11) months after its date, unless it specifies a shorter time. Written notice to the Board or notice in a meeting of a revocation of a proxy shall not affect any vote or act previously taken. Each proxy shall automatically cease upon conveyance of the Lot.
SECTION 9. Good Standing. A Member shall be considered in good standing if the Member is current on all Assessments levied against the Member’s Lot and the Member or any occupant of the Lot is not in violation of any of the Governing Documents. The Board may, at its discretion, suspend voting privileges of a Member who is not in good standing on the date a vote is held and may suspend the privilege of using the recreational facilities within the Association until all assessments are paid or compliance with the Governing Documents. Those Members who are not in good standing shall be taken into consideration to lower the quorum requirement as provided for in this Code.
SECTION 10. Majority of Members. As used in this Code of Regulations, the term majority shall mean those votes of Members totaling more than fifty percent (50%) of the voting power of the Association.
SECTION 11. Action Without A Meeting. Any action which may be authorized or taken at a meeting of the Members, except for the election of the Board or the removal of the Board may be authorized or taken without a meeting with the approval of, in a writing or writings signed by all the Members of the Association.
ARTICLE III BOARD OF DIRECTORS
SECTION 1. Governing Body. Except as otherwise provided by law, the Governing Documents or this Code of Regulations, all of the authority of the Association shall be exercised by or under the direction of the Board of Directors.
SECTION 2. Number and Qualification of Directors. The Board of Directors of the Association shall consist of not less than three (3) nor more than five (5) who shall be elected pursuant to this Code of Regulations. A candidate for the Board must own and occupy a Lot within the Association. The spouse of a Member is qualified to act as a Director if both the Member and the spouse occupy the Lot.
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SECTION 3. Election of Directors. The Directors shall be elected at such annual meeting of the Members or at a special meeting called for the purpose of electing Directors. At a meeting of Members of the Association at which Directors are to be elected, only persons nominated as candidates shall be eligible for election as Directors and the candidates receiving the greatest number of votes shall be elected. The Board may adopt rules regarding nominations and procedure for elections. Election to the Board shall be by secret written ballot and at such elections, the Members or their proxies may cast, in respect to each vacancy, such voting power as they are entitled to exercise under the provisions of the Governing Documents. The agenda for the meeting is as follows:
The Agenda for the Meeting is as follows:
1. Calling of Meeting to order; 2. Proof of Notice of Meeting or waiver of Notice; 3. Reading of minutes of preceding meeting; 4. Reports of officers; 5. Reports of committees; 6. Election of inspectors of election; 7. Election of Members of the Board; 8. Unfinished and/or old business 9. New business; and 10. Adjournment.
SECTION 4. Term of Office; Resignations. Except for those Directors named pursuant to the Initial Articles of Incorporation, each Director shall hold office for a term of three (3) years and until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. It is intended by these Code of Regulations that the terms of the Directors shall be staggered. The initial terms of Directors elected by the Members pursuant to this provision shall be adjusted to carry out this intent by any means decided by the elected Directors.
Any Director may resign at any time by oral statement to that effect made at a meeting of the Board of Directors or in writing to that effect delivered to the Board of the Association. Such resignation is to take effect immediately or at such other time as the Directors may specify. In the event of death or resignation of a Director, his or her successor shall be selected by a majority of the remaining Directors of the Board and shall serve for the unexpired term of the predecessor.
SECTION 5. Compensation. Members of the Board of Directors may serve with compensation as may be determined at the annual meeting by a majority vote of the Members. In addition, they may be reimbursed for actual expenses incurred on behalf of the Association.
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SECTION 6. Removal of Directors. Except for those named in the Initial Articles of Incorporation, at any regular or special meeting of the Association duly called, any one (1) or more Members of the Board of Directors may be removed, with or without cause, by a seventy-five percent (75%) affirmative vote of all the Members, and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed shall be given at least ten (10) days’ notice of the calling of the meeting and the purposes thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Director who has three (3) unexcused absences from Board meetings or who is delinquent in payment of an Assessment for more than thirty (30) days may be removed by a majority vote of the Directors at a meeting, a quorum being present.
SECTION 7. Organizational Meetings. The first meeting of the Members of the Board of Directors following each annual meeting of the Members shall be held within thirty (30) days thereafter at such time and place as shall be fixed by the Board.
SECTION 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter.
SECTION 9. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by two (2) Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered.
SECTION 10. Notice of Meetings; Waiver. Notice of the time and place of each meeting of the Directors, whether regular or special, shall be given to each Director at least seventy-two (72) hours before the time set for the meeting.
Waiver of notice of meetings of the Directors shall be deemed the equivalent of proper notice. Any Director may, in writing, waive notice of any meeting of the Board, either before or after the holding of such meeting. Such writing shall be entered into the minutes of the meeting. In the event of attendance of any Director at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of such meeting.
SECTION 11. Quorum of the Board of Directors. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Board of Directors present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of the Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is
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adjourned are fixed and announced at such meeting. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted.
SECTION 12. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep the minutes of the meeting and record in the minute book all resolutions adopted, as well as a record of all transactions occurring thereat.
SECTION 13. Open Meetings. All meetings of the Board of Directors shall be open to all Members of the Association. Members other than the Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board. Any Member will have the right to speak at a meeting of the Board of Directors but the Board shall have the discretion to limit the time allotted for individual comments. Any questions requiring research of the facts, circumstances, and/or the law shall be submitted in writing at least seven (7) days prior to the date scheduled for the meeting so that such questions can be answered at the meeting, unless more time is required to prepare the response for the meeting.
SECTION 14. Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, or orders of business of similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
SECTION 15. Action Without A Meeting. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by all the Directors. Any such writing shall be entered into the minute book of the Association.
SECTION 16. Voting By Directors. A Director who is present at a meeting of the Board or any committee meeting when corporate action is taken shall be deemed to have assented to the action taken unless:
a) He or she objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;
b) His or her dissent or abstention from the action taken is entered into the minutes of the meeting; or
c) He or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Board immediately after
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adjournment of the meeting. This right of dissent or abstention shall not be available to a Director who votes in favor of the action taken.
SECTION 17. Powers Of The Association. The Association may:
a) Hire and fire managing agents, attorneys, accountants, and other
independent professionals and employees that the Board determines are necessary for the management of the property and the Association;
b) Commence, defend, intervene income, settle, or compromise any civil,
criminal or administrative action or proceeding that is in the name of, or threatened against the Association, the Board of Directors, or the
c) property, or that involves two (2) or more Owners and relates to matters
affecting the property;
d) Enter into contracts and incur liabilities relating to the operation of the
property;
e) Enforce all provisions of the Governing Documents and this Code of Regulations governing the Lots, Common Properties, and if it exists, Limited Common Properties;
f) Adopt and enforce rules that regulate the maintenance, repair,
replacement, modification and the appearance of the Common Properties and any other rules which have been adopted concerning the conduct of the Association’s affairs and its management of the property;
g) Inquire, encumber, and convey or otherwise transfer real and personal
property, subject to 5312.10 of the Ohio Revised Code;
h) Hold in the name of the Owners’ Association the real estate and personal
property;
i) Grant easements, licenses, leases, and concessions through or over the Common Properties which may be owned by the Association;
j) Levy and collect fees and other charges which shall be assessed to each
Lot Owner with their proportionate share of the expenses, administration, maintenance and repair of the Common Properties or charges for the use, rental, or operation of the Common Properties or for services provided to the Owners and to maintain a reasonable reserve for contingencies,
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replacements and repairing as mandated by 5312 of the Ohio Revised Code;
k) Pursuant to Section 5312.11 of the Ohio Revised Code levy the following
charges and assessments:
i. Interest and charges for late payment of assessments; ii. Return check charges; iii. Enforcement assessments (example fines) for the violations of the
Governing Documents of the Owners Association; and iv. Charges for damage to the Common Properties or other property;
l) Adopt and amend Rules that regulate the collection of delinquent
assessments and the application of payments of delinquent assessments;
m) Impose reasonable charges for preparing, recording, or copying the
Governing Documents, this Code of Regulations, Amendments to the Governing Documents and Code of Regulations, Resale Certificates, Statements of Unpaid Assessments;
n) Authorize the entry of any portion of the Association by designated
individuals when conditions exist that involve an eminent risk of damage or harm to Common Properties, another residence, or to the health or safety of the occupants of that residence or other residences;
o) Subject to the provisions of (A)(1) of Section 5312.09 of the Ohio Revised
Code, borrow money and assign to the right to Common Assessments or other future income to the lender of security for a loan to the Owners’ Association as authorized by a vote of seventy-five percent (75%) of the Members;
p) Suspend the voting rights and the use of recreational facilities of an Owner
or Occupant who is delinquent in the payment of assessments for more than thirty (30) days or in violation of any of the Governing Documents or this Code of Regulations;
q) The right, power and authority to acquire insurance, including but not
limited to, casualty, comprehensive liability, workers’ compensation, and Directors’ and Officers’ liability insurance and fidelity bonds;
r) Invest excess funds in investments that meet standards for fiduciary
investments under the laws of the State of Ohio;
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s) Assess costs associated with the enforcement of the Governing Documents
or this Code of Regulations of the Owners’ Association including, but not limited to, attorneys’ fees, court costs, and other expenses;
t) Exercise powers of any of the following:
i. Conferred by the Governing Documents including this Code of
Regulations; ii. Necessary to incorporate the Association as a Non-Profit Corporation; iii. Permitted to be exercised in this state by a Non-Profit Corporation;
and iv. Necessary and proper for the government and operation of the Owners
of the Association and Ohio Revised Code 5312.
ARTICLE IV OFFICERS
SECTION 1. Officers. The officers of the Association shall be a President, Vice President, Secretary and Treasurer. The Board of Directors may elect such other officers, including one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. The President and Treasurer shall be elected from among Members of the Board of Directors.
a. President – The President shall be the Chief Executive Officer of the Association.
The President shall preside over all meetings of the Members of the Association and shall preside over all meetings of the Board. Subject to the directions of the Board, the President shall have the general executive supervision over the business and affairs of the Association. The President may execute all authorized deeds, contracts and other obligations of the Association and shall have such other authority and shall perform such other duties as may be determined by the Board or otherwise provided in the Governing Documents or this Code of Regulations.
b. Vice President – The Vice President shall perform the duties of the President
whenever the President is unable to act and shall have such other authority and shall perform such other duties as may be determined by the Board.
c. Secretary – The Secretary shall keep the minutes of the meetings of the Members of the Association and of the Board. The Secretary shall keep such books as may be required by the Board, shall give notices of meetings of the Members of the Association and of the Board as required by law, the Governing Documents, or this
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Code of Regulations and shall have such other authority and shall perform such other duties as determined by the Board.
d. Treasurer – The Treasurer shall receive and have in charge all money, bills, notes
and similar property belonging to the Association, and shall do with same as may be directed by the Board. The Treasurer shall keep accurate financial accounts and hold open same for inspection and examination by the Board and shall have such authority and shall perform such other duties as may be determined by the Board. The Treasurer shall have the primary responsibility for the preparation of the budget and may delegate all or part of the preparation and notification duties to a finance agent, management agent or both.
The Treasurer shall keep records, prepare statements for dues and assessments, collect dues and assessments, and pay bills for the Association and shall do such duties as may be directed by the Board. A cash flow statement, supported by a bank reconciliation (with bank statement attached) shall be presented at the general meeting. When requested by members or other designated parties, the Treasurer shall provide cancelled checks, receipts, and other information.
The Association shall pay for and provide a fidelity bond for those who will be handling the funds of the Association in an amount of Ten Thousand Dollars ($10,000.00) or other amount as may be deemed sufficient by a majority of the Members. A copy of such fidelity bond shall be presented to the homeowners annually.
Any Director may sign checks of the Association.
SECTION 2. Election; Term of Office; Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board following each annual meeting of the Members. A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term.
SECTION 3. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby.
SECTION 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board.
SECTION 5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take
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effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE V COMMITTEES
The Board may appoint committees that it deems appropriate in carrying out its purposes.
SECTION 1. General. Committees to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee shall be composed as required by law and operate in accordance with the terms of the resolution of the Board designating such committee or with rules adopted by the Board and to the full extent permitted by law.
ARTICLE VI DETERMINATION AND PAYMENT OF ASSESSMENTS
SECTION 1. Adoption of a Budget. It shall be the duty of the Treasurer and the Board of Directors to prepare and adopt an operating budget covering the estimated expenses of the Association for the coming fiscal or calendar year. The budget shall also include a reserve as required in Ohio Revised Code 5312 in accordance with a capital budget separately prepared. After the adoption of the budget, the Board shall cause the summary of the budget and the Assessments to be levied against each Lot for the following year to be delivered to each Owner. Such summary shall be delivered at least thirty (30) days prior to the start of the fiscal or calendar year. The budget and Assessments shall take effect on the first (1
st
) day of the fiscal or calendar year.
The operating budget shall be adopted to include but not limited to the expenses of administration, maintenance and repair of the Common Properties. The Board shall also be responsible for the business of the Association, the contracting for maintenance, contracting for repairs and construction, the collection of Assessments, and to pay the bills of the Association for which duties of the Board shall provide management, a management company, manager or Director. The Members of the Association may also determine the amount of compensation to be paid to said committee Member, Trustee or Director on an annual basis, if any.
In addition to the annual operating budget, the Board may levy in any fiscal or calendar year special Assessments to construct, reconstruct or replace capital improvements of
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the Association to the extent that reserves are insufficient, provided that new capital improvements not replacing existing improvements (except new capital improvements required by governmental regulation or to correct any deficiency or defect creating a safety or health hazard) shall not be constructed nor funds assessed therefore, if the cost shall exceed One Thousand Dollars ($1,000.00). In the event the capital improvements’ Assessment exceeds One Thousand Dollars ($1,000.00), there shall be required the prior consent of the members exercising no less than fifty-five percent (55%) of the voting power of the Association.
SECTION 2. Reserve Budget and Contribution. The Board shall annually prepare a reserve budget which shall take into account the number and nature of replaceable assets, the expected life of each asset and the expected repair or replacement cost. The Board shall set the required reserve contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown in the budget, with respect to both the amount and timing of the annual Assessments over the period of the budget. The reserve contribution required shall be fixed by the Board and included within the budget and Assessment, as provided in Section 1 of this Article. A copy of the reserve budget may be distributed to each Member in the same manner as the operating budget, unless the Owners exercising not less than a majority of the voting power of the Owner’s Association waive the reserve requirement annually as provided in ORC 5312.06(A)(1).
SECTION 3. Failure to Adopt a Budget. The failure or delay of the Board to adopt a budget as provided herein shall not constitute a waiver or release of the obligation of a Member to pay the Assessments. In such event, the Assessments based upon the budget last adopted shall continue until such time as the Board adopts a new budget.
SECTION 4. Computation of Assessments. The Assessments for Expenses for each Lot shall be determined in accordance with the operating budget and the capital contribution budget to be assessed to each Lot Owner in their proportionate share of the expenses as described above and in the Governing Documents. Unless otherwise determined by the Board, all Assessments shall be charged on an annual basis.
SECTION 5. Payment, Delinquency and Acceleration. Unless otherwise determined by the Board, all Assessments shall be paid quarterly. Any installment of an Assessment shall become delinquent if not paid on the due date as established by the Board. With respect to each installment of an Assessment not paid within ten (10) days after its due date, the Board may, at its election, require the Owner to pay a reasonable late charge, together with interest at the rate allowed by law calculated from the date of delinquency to and including the date full payment is received by the Association. If any installment of an Assessment is not paid within thirty (30) days after its due date, the Board may, at its election, declare all of the unpaid balance of the Assessment for the then current fiscal or calendar year, attributable to that Lot, to be immediately due and payable without further demand and may enforce collection of the full Assessment and all charges thereon in any manner authorized by law, the Governing
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Documents, and this Code of Regulations, except that should the member declare bankruptcy, whose Assessment has been accelerated, shall operate as a restoration of the Assessment to its prior status as if it had not been accelerated. Any Lot Owner who purchases a Lot shall be liable for the predecessor Owner’s duties, charges and Assessments if the same are not fully paid by the previous Owner.
SECTION 6. Remedies for Default. The Association shall have the right to use whatever judicial process may be necessary to obtain payment of the Assessments due herein. The Association shall have the right to place a lien upon the real estate of any Member for the payment of any Assessment which remains unpaid for thirty (30) days after the same have become due and payable, with no further notification to be sent to the delinquent Member other than that contained in the Governing Documents or this Code of Regulations. There shall be included in the lien the amount of Assessment(s) due as well as the cost of collection, including but not limited to attorneys’ fees, court costs, and paralegals’ fees which will become a continuing lien upon the Lot and any ownership interest of such person with respect to the Lot within the Association. A certificate signed by the Manager or Trustee of the Association may be filed with the Recorder of Summit County, Ohio, pursuant to authorization of the Association. Such certificate shall contain the Owner’s name and Lot number and the amount of the unpaid portion of the Common Expenses and costs of collection. Said lien shall be effective as of the due date and shall remain valid for a period of five (5) years from the time of filing thereof unless sooner released or satisfied. The judicial process may include but not limited to foreclosure of the lien. The Board may authorize the Association to bid its interest at any foreclosure sale and to acquire, hold, lease, mortgage and convey any Lot. The Association shall credit any amount received from the Lot Owners in the following order: 1) to interest owed to the Owners’ Association; 2) to administrative late fees or enforcement Assessments owed to the Owners’ Association; 3) to collection costs, attorneys’ fees and paralegals’ fees owed to the Owners’ Association incurred in collecting the Assessment; and 4) to the oldest principal amounts the Owner owes to the Owners’ Association for the Common Expenses chargeable against the Dwelling Unit/Lot.
ARTICLE VII MISCELLANEOUS
SECTION 1. Fiscal or Calendar Year. The Association may adopt any fiscal or calendar year as determined by the Board.
SECTION 2. Parliamentary Rules. Except as may be modified by Board resolution establishing modified procedures, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Ohio law, the Governing Documents, or this Code of Regulations.
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SECTION 3. Conflicts. If there are any conflicts or inconsistencies between the provisions of the Plat, the cited recorded instruments, i.e., the Governing Documents, this Bylaws/Code of Regulations, the Rules, the Articles of Incorporation, and the provisions of Ohio Law, the aforesaid documents shall prevail in that order; provided however, that if any provision of this Bylaws/Code of Regulations is in conflict with the mandatory provisions of 5312 of the Ohio Revised Code, such mandatory provisions of Chapter 5312 of the Ohio Revised Code shall prevail.
SECTION 4. Books and Records.
Inspection by Members. The membership book, account books and minutes of the Association, the Board and any committee shall be made available for inspection and copying by any Member or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place within Cuyahoga Falls, Summit County, Ohio, as the Board shall prescribe.
a. Rules for Inspection. The Board shall establish reasonable rules with respect to:
i. Notice to be given to the custodian of the records by the Members desiring to make the inspection;
ii. Hours and days of the week when such inspection may be made; and
iii. Payment of the cost of reproducing copies requested by a Member.
b. Withholding of Books and Records. Communications, books and records may be withheld from examination or copying by Members to the extent that the records concern:
i. Information that pertains to Property-related personnel matters;
ii. Communications with legal counsel or attorney work product that pertains to pending litigation or other Property-related matters;
iii. Information that pertains to contracts or transactions currently under negotiation, or information that is contained in a contract or other agreement containing confidentiality requirements and that is subject to those requirements;
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iv. Information that relates to matters involving enforcement of Association Governing Documents or rules and regulations promulgated pursuant thereto;
v. Information, the disclosure of which would be in violation of law; or,
vi. Meeting minutes or other records of an executive session duly called.
c. Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents at the expense of the Association.
SECTION 5. Records of Lot Owners. Within thirty (30) days after a Lot Owner takes title to a Lot, the Owner shall provide the following information in writing to the Association through the Board:
a. The home address, home and business mailing addresses, and the home and business telephone numbers of the Owner and all occupants of the Lot;
b. The name, business address and business telephone number of any person who manages the Owner’s Lot as an agent of that Owner.
c. Within thirty (30) days after a change in any information that this section requires, an Owner shall notify the Association, through the Board, in writing of the change. When the Board requests, an Owner shall verify or update the information.
SECTION 6. Authorized Communications Equipment. Authorized communications equipment means any communications equipment which provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of the Member or Director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other. The Board shall have the right to adopt procedures and guidelines regarding such equipment and its use.
SECTION 7. Notices. Unless otherwise provided in this Code of Regulations, all notices, demands, bills, statements, other communications under the Code of Regulations shall be in writing and shall be deemed to have been fully given if delivered personally or sent by telegram, by the use of authorized communication equipment, or by United States mail, express mail or courier services with postage or fees prepaid.
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a. If to a Member, at the address which the Member has designated in writing and filed with the Board or, if such address has not been designated, at the address of the residence of such Member; or
b. If to the Association, the Board of Directors, or the Managing Agent, at the principal office of the Association or the Managing Agent, if any, or at such other address as shall be designated by the Board with written notice to the Members.
c. In computing the period of time for the giving of a notice required or permitted under the Governing Documents, this Code of Regulations, or a resolution of its members or Directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given is to be done shall be included, unless the instrument calling for the notice otherwise provides. If notice is given by personal delivery or transmitted by telegram, facsimile, telecopy or electronic mail, the notice shall be deemed to have been given when delivered or transmitted. If notice is sent by United States mail, express mail or courier service, the notice shall be deemed to have been given three (3) days after deposited in the mail or the next day when deposited with the overnight or same day courier service, instructing the service to make delivery no later than overnight.
d. A written notice or report delivered as part of a newsletter or other publication regularly sent to the Members shall constitute a written notice or report if addressed or delivered to the Member’s address shown in the Association's current list of Members, or, in the case of Members who are residents of the same household and who have the same address in the Association’s current list of Members, if addressed or delivered to one of such Members at the address appearing on the Association’s current list of Members.
SECTION 8. Amendment. Except as otherwise provided by law, this Code of Regulations may be amended by a majority of the Members.
SECTION 9. Financial Review. A review of the accounts of the Association shall be made annually in the manner as the Board of Directors may decide, provided, however, after having received the Board’s report at the annual meeting, the Members, by majority vote, may require the accounts of the Association to be audited as a Common Expense by a public accountant.
Adopted by a majority of a quorum of the Owners.
IN WITNESS WHEREOF, we have executed this Resolution on this _____ day of ____________________, 2013, the date first written above.
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Signed in the presence of:
BOULDER SUBDIVISION HOMEOWNERS ASSOCIATION, INC.
______________________________ By: ____________________________ sign Joel Rogerson, President
______________________________ print By: ____________________________
Stephen Harsch, Vice President ______________________________ sign
By: ____________________________ ______________________________ Pamela J. Cantrell, Secretary print
By: ____________________________
Jonathan T. Long, Treasurer
By: ____________________________
Thomas R. Meeker, Director
STATE OF OHIO )
) ss. COUNTY OF SUMMIT)
BEFORE ME, a Notary Public in and for said county, personally appeared the above named Directors of the Boulder Subdivision Homeowners Association, Inc., Joel Rogerson, President; Stephen Harsch, Vice President; Pamela J. Cantrell, Secretary; Jonathan T. Long, Treasurer; and Thomas R. Meeker, Director who acknowledged that they did sign the foregoing instrument and that the same is their free act and deed individually and as Directors of the Boulder Subdivision Homeowners Association, Inc.
IN TESTIMONY WHEREOF, I have hereunto put my hand and official seal at Summit, Ohio, this _____ day of ____________________, 20___.
___________________________ Notary Public
The name of the Association shall be the Boulder Subdivision HOMEOWNERS ASSOCIATION, INC. The Association is a not-for-profit corporation established pursuant to the laws of the State of Ohio.
The purpose of the Association shall be to own, operate, maintain and administer certain portions of the Boulder Subdivision Development. The Association shall also have the following purposes:
“Annual Charges” shall mean those annual assessments made by the Association under Article VII of these By-Laws.
“Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the Development, including contract sellers, but excluding those having such interest merely as security for the performance of any obligations.
The voting and other Membership rights of an Member may be suspended by action of the Directors during any period when the Member has failed to pay any Annual Charges then due and payable; but, upon payment of all the past due charges, his rights and privileges shall be automatically restored.
Each Member is entitled to the use and enjoyment of the Common Area in accordance with these By-Laws and all rules and regulations pertaining thereto. Membership rights may be delegated to and exercises by all Members of a Member’s family who reside upon such Member’s Lot, and the guest of any of them in accordance with the rules and regulations. Each Member shall notify the Secretary of the Association in writing of the name and relationship to the Member of any person who is entitled to exercise Membership rights under this Section. The rights and privileges of such persons are subject to suspension by the Board in the same manner and for the same reasons as those of any Member under the preceding Section 2.
Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors, either in the Development or as convenient thereto as possible and practical.
An annual meeting or special meeting of the Members shall be held within one (1) year from the date the Articles of Incorporation for the Association are recorded. Thereafter, annual meetings shall be held on the third Wednesday of the month of October of each year. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday (excluding Saturday and Sunday).
The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of the Board of Directors or upon a petition signed by at least twenty-five (25%) of the Members. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose. No business shall be transacted at a special meeting, except as stated in the notice.
It shall be the duty of the Secretary to mail or to cause to be delivered to each Member a notice of each annual or special meeting of the Association stating the date, time place of such meeting, as well as the purpose of any special meeting. If a Member wishes notice to be given at an address other than his or her lot, he or she shall have designated by notice in writing to the Secretary such other address. The mailing or delivery of a notice of meeting in the manner provided in this Section shall be considered service of notice. Notice shall be served not less than ten (10) nor more than thirty (30) days before a meeting.
Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member, whether in person or proxy, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business, which might have been transacted at the meeting originally may be transacted without further notice.
If any meeting of the Association cannot be held because o quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business, which might have been transacted at the meeting originally called, may be transacted without further notice.
Record ownership of a Lot in the Development shall constitute a single membership, with the Owner(s) of each Lot (including the Developer if still the owner of any Lot or Lots) entitled to one (1) vote per Lot at the various meetings of the Association. Membership is not transferable or assignable except on sale or transfer of the Lot in the Development.
At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his or her Lot, or upon receipt of notice by the Secretary of the death or judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy.
The presence, in person or by proxy, of persons entitled to vote ten percent (10%) of the total eligible votes shall constitute a quorum at all meetings of the Association. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
The purpose of the annual meeting of the Members shall be to approve the annual budget of the Association, to elect Directors of the Association (subject to the provisions of these By-Laws) and to vote on any other matters that may be properly brought before the meeting; provided, however, that since the annual budget will not be prepared for the first Annual Meeting, the Directors shall call a special Meeting of the Members to approve such budget once it has been prepared by the Directors.
The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Article, the Director must reside in the Development and shall be Members or spouses of such Members; provided, however, no person and his spouse may serve on the Board at the same time.
Boulder Homes, Inc. (f/k/a Boulder Homes, Inc.) shall have the right to appoint or remove any Member or Members of the Board of Directors or any officer or officers of the Association until the first Annual Meeting of the Members of the Association, held in accordance with these By-Laws. Each Member, by acceptance of a deed to or other conveyance of a Lot in the Development, vests in Develop such authority to appoint and remove Directors and officers of the Association. The Directors selected by the Develop need not be Members or residents in the Development. There shall initially by three (3) such Directors and the names of the initial Directors selected by the Developer to serve are set forth in the Article of Incorporation of the Association.
After the termination of the Developer’s right to appoint Directors under Section 2 above, the Developer shall have a veto power over all actions of the Board, as is more fully provided in this Section. This power shall expire at such time as the first of the following events shall occur: (a) the expiration of three (3) years after the date of the recording of the Articles of Incorporation of the Association; (b) three (3) months after the date on which all but five (5) Lots in the Development shall have been conveyed by the Developer to owners other than a person or persons constituting Developer; or (c) the surrender by Developer in writing of the veto power. This veto power shall be exercisable only by Developer, its successors and assigns, who specifically take this power as follows:
The Board shall consist of five (5) Members; provided, however, the initial number of Directors shall be three (3) as appointed by the Developer under Article IV, Section 2.
Elected Directors shall be nominated from the floor and may also be nominated by a Nominating Committee, if such a committee is established by the Board. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
Subject to the remaining provisions of this Section 6, Member-elected Directors shall be elected and hold office at annual meetings of the Association, commencing with the first annual meeting of the Members of the Association. All eligible Members of the Association shall have the right to vote on all Directors to be elected (one vote per Lot), and the candidate(s) receiving the most votes shall be elected; provided, however, that the term for newly-elected Directors shall commence immediately following their election.
At any regular or special meeting of the Association duly called, any one or more of the Members of the Board of Directors may be removed, with or without cause, by a majority of the Members and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed by the Members shall be given at least ten (10) days’ notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than thirty (3) days may be removed by a majority vote of the Directors at a meeting of the Board of Directors, a quorum being present. This Section shall not apply to the initial Directors appointed by Developer.
Vacancies in the Board of Directors caused by any reason, excluding the removal of a Director by vote of the Association, shall be filled by a vote of the majority of the remaining Directors, even though less than a quorum, at any meeting of the Board of Directors. Each person so selected shall serve the unexpired portion of the term. The sale of the Director’s Lot in the Development shall terminate such Director’s term on the Board of Directors and a new Director shall be elected in accordance with this Section 8.
The first meeting of the members of the Board if Directors following each annual meeting of the Members of the Association shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year with at least one (1) in the first half of the year and one (1) in the second half of the year. Notice of regular schedule shall constitute sufficient notice of such meetings.
Special meetings of the Board of Directors shall be held when requested by the President, Vice President or by any two (2) Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each Director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail; postage prepaid; (c) by telephone communication, either directly to the Director or to a person at the Director’s home or office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director’s address or telephone number as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least five (5) business days before the time set for the meeting. Notice given by personal delivery, telephone, or telegraph company shall be given at least forty-eight (48) hours before the time set for the meeting.
The transactions of any meeting of the Board of Directors, however called and noticed or whenever held, shall be a valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about lack of adequate notice.
At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting cannot be held because a quorum is not present, a majority of the Directors who are present at such a meeting may adjourn the meeting to time not less than five (5) nor more than thirty (30) days from the time that the original meeting was called. At such adjourned meeting at which a quorum is present, any business, which might have been transacted at the meeting originally called, may be transacted without further notice.
No Director shall receive any compensation from the Association for acting as such unless approved by the majority of the Members.
All meetings of the Board shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by the Board.
The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall be first announced in open session.
Any action to be taken at a meeting of the Directors or any action that may be taken at a meeting of the Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all Directors.
The Board of Directors shall have the power:
The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services, as the Board of Directors shall authorize. The term of any management agreement shall not exceed one (1) year and shall be subject to termination by either party, without cause and without penalty, upon ninety (90) days’ written notice.
The Board shall not impose a fine (a late charge shall not constitute a fine) unless and until the following procedure is followed:
the nature of the alleged violation;
The officers of the Association shall be a President, Vice President, Secretary and Treasurer. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the Members of the Board of Directors.
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members. A vacancy in any office arising because of the death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association will be served thereby.
The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the laws of the State of Ohio.
The Vice President shall act in the President’s absence and shall have all powers, duties, and responsibilities provided for the President when so acting.
The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with Ohio law.
The Treasurer shall have the responsibility for the Association’s funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
The Owner of any Lot, by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant, which covenant shall run with the land and be binding on every Owner, and agree to pay to the Association: (i) annual assessments or charges, and (ii) special assessments for capital improvements, and (iii) annual assessments or charges to effect payment of property taxes which may be assessed against the personal property which may in the future be located on, or contained in, the Common Areas; and such assessments shall be fixed, established and collected from time to time as herein provided. The annual and special assessments and annual assessments for payment of the personal property taxes, together with such interest thereon and costs of collection thereof, including interest, costs and attorneys’ fees, as hereinafter provided, shall be a charge on the Lot and shall be a continuing lien upon the Lot against which each such assessments is made, and said lien may be enforced in the same manner in which mortgages are enforced. Each such assessment, together with such interest, costs and reasonable attorneys’ fees for its collection, including at the appellate level, shall also be the personal obligation of the person or entity who was the Owner of such property at the time when the assessment fell due. The personal obligation shall not pass to his successors in title unless expressly assumed by them.
The assessments to be levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents of the Development and for the operation of the Association and shall specifically include, but not be limited to: the maintenance and operation of the private roads servicing the Development; maintenance of all lighting and parking facilities in the Common Areas; and the payment of taxes and insurance for the Common Areas; payment for the improvement and maintenance of the property, services and facilities related to the use and enjoyment of the Common Areas and of the homes situated within the Development; maintenance of the storm water detention areas and storm water easement areas within the Development; expenses incurred by the Association’s Board of Directors or officers in performing their obligations and duties as prescribed in these By-Laws.
From and after January 1, 1998, the annual assessment shall be determined in accordance with these By-Laws of the Association, taking into account current maintenance costs and future needs of the Association. The maintenance costs shall include and shall mean, but shall not be limited to, all operating costs of the Association, maintenance and repair costs of the Common Areas, payment of insurance premiums for the Common Areas, payment of any personal property taxes on the Common Areas, and maintenance and repair costs for the storm water detention area. The annual assessment shall also include a sum required to provide an adequate reserve fund for the maintenance, repair and replacement of the Common Areas and storm water detention areas and any improvements thereon, if any, or any personal property owned by the Association for which payments are to be made in regular installments rather than by special assessment.
In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, or unexpected repair or replacement of a described capital improvement upon any Common Area, including the necessary fixtures and personal property related thereof; provided, however, that any such special assessment in excess of fifteen percent (15%) of the regular annual assessments shall have the assent of two-thirds (2/3) of the votes of the Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members in accordance with these By-Laws and shall specify the purpose of the special assessment.
Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis.
At each meeting called, as provided in Section 4 hereof, the presence of the meeting of Members or of proxies entitled to cast fifty percent (50%) of all the votes of membership shall constitute a forum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirements set forth in Section 4 and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
The Board of Directors of the Association shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due date shall be established by the Board of Directors. The association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.
If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association, acting through its Board of Directors, may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the Lot to which the assessment is levied, and interest, costs and reasonable attorneys’ feet, including at the appellate level, of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or abandonment of his Lot.
The fiscal year of the Association shall be determined by resolution of the Board. In the absence of such a resolution, the fiscal year shall be the calendar year.
Roberts Rules of Order (current edition) shall govern the conduct of all Association proceedings, when not in conflict with Ohio law, the Articles of Incorporation, these By-Laws, or a ruling made by the person presiding over the proceeding.
If there are conflicts or inconsistencies between the provisions of Ohio law, the Articles of Incorporation, and these By-Laws, the provisions of Ohio law, the Articles of Incorporation, and the By-Laws (in that order) shall prevail.
Subject to the veto rights of the Developer, these By-laws may be amended by the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the Members; provided, however, in no event shall any amendment be made to these By-Laws without the consent of the Developer until such time as the Developer no longer owns any Lots in the Development.
