The term "Association" refers to Cobblestone Property Owners' Association, Inc., its successor and assigns.
The term "Properties" refers to the real property described in the Declaration of Restrictive Covenants, Restrictions and Bills of Assurances for Cobblestone, a Subdivision of the City of Fayetteville, Arkansas.
The term "Common Area" means all real property owned by the Association for the common use and enjoyments of the Owners.
The term "Lot" refers to any plot of land shown on any recorded subdivision map of the Properties with the exception of the Common Area
The term "Owner" refers to the record owner, whether one or more persons or entities, of fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having an interest merely as security for the performance of an obligation.
The term "Declarant" refers to Riverwood Homes, LLC and its successors and assigns, if the successors and assigns acquire more than one underdeveloped Lot from the Declarant for the purpose of development.
The term "Declaration" refers to the Declaration of Restrictive Covenants, Restrictions, and Bill of Assurances for Cobblestone, a Subdivision of the City of Fayetteville, Arkansas.
Special meetings of the Members may be called at any time by the President or by the Board, or by written request of the Members who are entitled to vote, fifty percent(50%) or greater of all the votes of the Members.
Written notice of each meeting of the Members will be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of the meeting, postage prepaid, at least fifteen (15) days before the meeting to each Member entitled to vote, addressed to the member's address last appearing on the books of the Association, or supplied by the member to the Association for the purpose of notice. Notice must specify the place, day, and hour of the meeting, and, in case ofa Special meeting, the purpose of the meeting.
The presence at the meeting of Members entitled to cast, or of proxies entitled to cast fifty percent (50%) of the votes will constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If a quorum is not present or represented at a meeting, the Members entitled to vote will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.
At all meetings of Members, each Member may vote in person or by proxy. All proxies must be in writing and filed with the Secretary not later than four (4) days before the scheduled meeting. Every proxy will be revocable and will automatically cease on conveyance by the Member of his or her interest in a Lot.
The affairs of this Association will be managed by a Board of five (5) Directors, who need not be members of the Association.
At the first annual meeting the Members will elect two (2) Directors for a term of one (1) year; two (2) directors for a term of two (2) years; and one Director for a term of three (3) years; and thereafter at each meeting shall elect two (2) directors for a term of three (3) years.
Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association . In the e nt of death, resignation or removal of a Director, a successor will be selected by the remaining members of the Board and will serve for the unexpired term of the predecessor.
No director may receive compensation for any services he or she renders to the Association. However, any Director may be reimbursed for nominal out-of-pocket expenses incurred in the performance of duties.
The Directors will have the right to take any action in the absence of a meeting which they would take at a meeting by obtaining the written approval of all of the Directors. Any action so approved will have the same effect as though taken at a meeting of the Directors.
Nomination for election to the Board will be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairperson, who will be a member of the Board, and two or more Members of the Association. The Nominating Committee will be appointed by the Board prior to each annual meeting of the Members, to serve from the close of the annual meeting until the close of the next annual meeting, and that appointment will be announced at each annual meeting. The Nominating Committee will make as many nominations for election to the Board as it determines, but not less than the number of vacancies that are to be filled. Nominations may be made from among Members or non-members.
Election to the Board will be by secret written ballot. At the election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The person receiving the largest number of votes will be elected. Cumulative voting is not permitted
Regular meetings of the Board will be held monthly without notice, at the place and hour as fixed by resolution of the Board. lfa meeting falls on a legal holiday, then that meeting will be held at the same time on the next day which is not a legal holiday.
Special meetings of the Board will be held when called by the President of the Association, or by any two Directors, after not less than three (3) days advance notice to each Director.
A majority of the number of Directors wi II constitute a quorum for the transaction of business. Every act or decision made by a majority of the directors present at a duly held meeting at which a quorum is present will be regarded as the act of the Board
The Board will have power to: (a) Adopt and publish rules and regulations governing the use of the Common Area and facilities, and to establish penalties for the infraction of those rules. (b) Suspend the voting rights and the right to use the recreational facilities of a member during any period in which the member is in default in the payment of any assessment levied by the Association. Those rights may be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules and regulations. (c) 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 of these Bylaws, the Articles of Incorporation, or the Declaration. (d) Declare the office of a member of the Board to be vacant in the event the member is absent from three (3) consecutive regular meetings of the Board.
It will be the duty of the Board of Directors to: (a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement to the members at the annual meeting of its members, or at any special meeting when a statement is requested in writing by fifty percent (50%) of the members who are entitled to vote. (b) Supervise all officers, agents, and employees of this Association and to see that their duties are properly performed. (c) As more fully provided in the Declaration, to: (1) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period, and, (2) Send written notices of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period, and, (3) Foreclose the lien against any property for which assessment are not paid within sixty (60) days after the due date or bring an action at law against the owner personally obligated to pay the same. (d) Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate stating 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, the certificate will be conclusive evidence of payment. (e) Procure and maintain adequate liability and hazard insurance on property owned by the Association. (i) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. (g) Cause the Common Areas to be properly maintained.
The officers of this Association will be a President; Vice-President, who will at all times be members of the Board; a Secretary; and a Treasurer. The Board by resolution may create other officers of the Board.
The election of officers will take place at the first meeting of the Board following each annual meeting of the Members.
The officers of this Association will be elected annually by the Board and each will hold office for one ( l) year unless he or she resigns, or is removed, or is otherwise disqualified to serve.
The Board may elect other officers as the affairs of the Association may require, each of whom will hold office for a definite period, have the authority, and perform the duties as the Board determines.
Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or Secretary. A resignation will take effect on the date of receipt of the notice or at any other time specified, and unless otherwise specified, the acceptance of the resignation will not be necessary to make it effective.
A vacancy in any office may be filled by appointment by the Board. The officer appointed to fill the vacancy will serve for the remainder of the term of the officer he or she replaced.
The office of Secretary and Treasurer may be filled by the same person. No person may simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
The duties of the officers are as fol lows: (a) President: The President will preside at all meetings of the Board; will see that orders and resolutions of the Board are carried out, will sign all leases, mortgages, deeds and other written instruments and will co-sign all checks and promissory notes. The President will preside at all annual and special meetings of the Members of the Association. his or her absence, mab1hty or refusal to act, and will exercise and discharge other duties as required by the Board. (c) Secretary: The Secretary will maintain the records of the association; record the votes and keep the minutes of all meetings and proceedings of the Board and of the annual meetings of the Members; keep the corporate seal of the Association and affix it on all papers requiring a seal; serve notice of meetings of the Board and the Members; keep appropriate current records showing the Members of the Association together with their addresses; and perform other duties as required by the Board. (d) Treasurer: The treasurer will receive and deposit in appropriate bank accounts all monies of the Association and disburse funds as directed by resolution of the Board; co sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of books to be made by a certified public accountant at the completion of each fiscal year; and prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy to the members.
These bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy.
In case of any conflict between the Articles of Incorporation and these by Jaws, the Articles will control; and in the case of any conflict between the Declaration and these bylaws, the Declaration will control.