BYLAWS
CIVIC ASSOCIATION OF HAMMOND LAKE ESTATES
ARTICLE I.
Name
This association shall be known as the Civic Association of Hammond Lake Estates and will hereinafter be referred to as the “Association”.
ARTICLE II.
Purpose
The purpose of the Association shall be 1.) to improve and protect the property and property values of the members of the Association; 2.) to uphold and enforce the Deed Restrictions as recorded for the Civic Association of Hammond Lake Estates Subdivision; 3.) to develop and administer Lots 91 and 106, plus the triangular area deeded to the Association in 1959, for the joint use of all members of the Association; 4.) to maintain the water quality of Hammond Lake; and 5.) to promote fellowship of the members of the Association.
ARTICLE III.
Membership
Section 1. Eligibility
All property owners in Hammond Lake Estates Subdivision are eligible for membership in the Association. Any member who becomes ineligible shall automatically cease to be a member of the Association.
Section 2. Attainment of Membership
Application for membership in the Association shall be made to the Board of Directors. The applicant shall agree to:
A.) abide by the Bylaws of the Association and to support the purposes for which this Association has been incorporated; and
B.) remit promptly all dues and assessments levied upon the members. An applicant who is eligible for membership becomes a member in good standing of the Association upon filing an application and payment of the annual dues and any current assessment.
Section 3. Membership Dues
A.) The annual dues shall be fixed by Association members at the Annual Meeting. The annual dues shall cover all anticipated operating expenses of the Association including maintenance and use of Lots 91 and 106. Annual dues shall be payable upon application for membership and thereafter on or before January 31 for the calendar year involved.
Purchases made by the Association that exceed $1,000 must be approved by a majority vote of the general membership at the annual meeting or by posted ballot should timing require. Exception to the $1,000.00 rule would be normal maintenance costs and emergency situations such as storm damage clean-up.
B.) The Board of Directors shall have the power to levy special assessments upon members of the Association where Association funds raised by annual dues are inadequate to cover anticipated expenses, but only after prior sanction therefore has been obtained from the members by a two-thirds votes of those members present at the Annual Meeting or special meeting called for the purpose. Such special assessments are to be employed for the general purpose of the Association and for the benefit of the members at large.
C.) There shall be no refund of dues or assessments, upon termination of membership.
Section 4. Membership Responsibility
Membership in this Association shall be by individual, form or corporation, each of whom shall be held responsible to the Association for infringement of the Bylaws, Rules and Regulations of the Association by their co-partners, associates in business or employees.
Section 5. Good Standing
Any member of the Association shall be considered to be in good standing who is not in arrears in dues or assessments, for a period of sixty (60) days.
Section 6. Obligation of Members
All members shall, upon election to membership, be bound by the Articles of Incorporation, Bylaws and Rules and Regulations of the Association.
Section 7. Voting
Each member in good standing shall be entitled to one vote, in person or by proxy, at every meeting of the members. A member shall be deemed in good standing so long as s/he is eligible for membership and is not in default in the payment of any sums due the Association for dues, assessments or otherwise.
For the purpose of voting, membership shall be on a unit basis, that is, no member shall have more than one vote by reason of ownership of more than one parcel of land, and groups of persons owning land jointly be entireties or in common shall be treated as one member and have not more than one vote for such ownership. The members of one household shall be entitled to one vote.
ARTICLE IV.
Meetings
Section 1. Place of Meetings
Any meetings of the members and the Board of Directors of this Association may be held at such place as the Board of Directors may determine.
Section 2. Annual Meeting
An Annual Meeting of the members shall be held during the first two weeks of May for the purpose of electing a Board of Directors, receiving reports of officers and committees, and for any other business that may arise, at a date and time such as the Board of Directors may determine.
Section 3. Notice of Annual Meeting
Notice of the time and place of the Annual Meeting shall be mailed or delivered by the Secretary to each member at least two (2) weeks prior to the meeting.
Section 4. Special Meetings of Members
A special meeting of the members may be called at any time by the President, by a majority of the Board of Directors or by twenty (20) percent of the members in good standing. The method by which such meetings may be called is as follows: Upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the President, or by a majority of the Board of Directors, or by twenty (20) percent of the members in good standing, the Secretary or other member of the Board shall prepare, sign and mail the notices requisite to such meetings.
Section 5. Notice of Special Meeting of Members
At least five (5) days prior to the date fixed for the holding of any Special Meeting of members, written notice of time, place and purpose of such meeting shall be mailed, as hereinafter provided, to each member entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting.
Section 6. Organizational Meeting of the Board
At the place of holding the Annual Meeting of members and immediately following the same, the Board of Directors as constituted upon final adjournment of such Annual Meeting shall convene for the purpose of electing officers and transacting any other business properly brought before it. The organization meeting may be held at a different time and place by consent of a majority of the Directors of such new Board.
Section 7. Regular Meetings of the Board
Regular meetings of the Board of Directors shall be held not less frequently than quarter-annually at such time and place as the Board of Directors shall from time to time determine. Notice by mail or telephone of time and place thereof shall be given to each Director as the President, in his/her discretion shall deem sufficient, but action taken at such meetings shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided. Actions of the Board may be taken without a meeting via electronic mail, phone or other means. Any Board action taken outside of a meeting is valid only if all Members of the Board respond via electronic mail, phone or other means to the proposed action to vote or abstain.
Section 8. Special Meetings of the Board
Special meetings of the Board of Directors may be called by the President at any time by means of such notice of the time, place and purpose thereof to each Director, by mail, fax, telephone, telegraph or otherwise as the President in his/her discretion shall deem sufficient, but action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided. Actions of the Board may be taken without a meeting via electronic mail, phone or other means. Any Board action taken outside of a meeting is valid only if all Members of the Board respond via electronic mail, phone or other means to the proposed action to vote or abstain.
Section 9. Notice and Mailing
All notices required to be given by any provision of these Bylaws shall state the authority pursuant to which they are issued (as “by order of the President”, as the case may be) and shall bear the written, typewritten or printed signature of the Secretary or other member of the Board. Every notice shall be deemed duly served when the same has been deposited in the United States mail with postage fully prepaid, plainly addressed to the sendee at his, her or its last address appearing upon the membership record of this Association.
Section 10. Waiver of Notice
Notice of the time, place and purpose of any meeting of the members of the Board of Directors may be waived by fax, telegram, radiogram, cablegram, or other writing.
Section 11. Notice by Electronic or Other Means
All notices required to be given by any provision of these Bylaws which are transmitted by electronic mail or other means which the Board reasonably believes will be received by the intended recipient shall be deemed to meet the requirement for mailing of notices under these Bylaws.
ARTICLE V.
Quorum
Section 1. Quorum of Members
Presence in person or by proxy of members representing forty (40) percent of the members in good standing of this Association shall constitute a quorum at any meeting of members.
Section 2. Quorum of Directors
Five of the Directors shall constitute a quorum, provided, however, that if at any time the number of Directors is reduced to five or less, then a majority shall constitute a quorum.
ARTICLE VI.
Voting, Elections and Proxies
Section 1. Who is Entitled to Vote
The voting rights of the members shall be as fixed in Article III of these Bylaws and shall be exercised only at duly called and regularly held meetings of the members.
Section 2. Proxies
No proxy shall be deemed operative unless signed by the member. A proxy shall specify who may vote it and must expressly designate the meeting at which it is to be operative. No proxy is valid for more than one meeting. A proxy shall be assumed to apply to all items on which a vote is taken at the designated meeting, unless the member assigning his/her proxy otherwise defines in writing the authority s/he intends to delegate to his/her proxy. No proxy shall be exercised at any meeting at which the member signing the same is present. In case two or more persons are entitled to sign the proxy for one membership, the signature of one shall be deemed sufficient. In the event of a disagreement among the persons in common ownership representing one membership, the vote for such membership shall not be counted.
Section 3. Vote by Member Corporation
Any corporate member of this Association may cast its vote by action of its President or by a proxy appointed by him/her unless some other person shall be appointed to vote by resolution of the Board of Directors of such members corporation.
ARTICLE VII.
Board of Directors
Section 1. Number and Term of Directors
The business, property and affairs of this Association shall be managed by a Board of Directors composed of no less than five (5) and no more than nine (9) persons who shall be members of the Association. Directors shall be elected at the Annual Meeting to serve a three year term.
Section 2. Vacancies
Nothing herein shall be construed to prevent the election of a Director to succeed himself/herself. Vacancies in the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so elected to fill a vacancy shall remain a Director during the unexpired term of the Director whose death, resignation or removal created the vacancy and until his/her successor has been elected.
Section 3. Power to Elect Officers
The Board of Directors shall select a President, a Vice President, a Secretary and a Treasurer from among the members of the existing Board.
Section 4. Power to Appoint Other Officers, Agents and Committees
The Board of Directors shall have power to appoint such other officers, agents and committees as the Board may deem necessary to transact the business of the Association and to further the purposes of the Association as stated in Article II.
Section 5. Removal of Officers and Agents
Any officer or agent may be removed by the Board of Directors whenever in the judgement of the Board the best interest of the Association will be served.
Section 6. Power to Fill Vacancies
The Board shall have power to fill any vacancy in any office occurring from any reason whatsoever.
Section 7. Delegation of Powers
For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of its powers and duties to any officer or to any other officer or Director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.
Section 8. Power to Appoint Executive Committee
The Board of Directors shall have power to appoint an Executive Committee composed of two or more Directors who shall have and exercise the authority of the Board of Directors in the management of the business of the Association between meetings of the Board.
Section 9. Power to Require Bonds
The Board of Directors may require any officer or agent to file with the Association, a satisfactory bond conditioned for faithful performance of his/her duties, the cost of which shall be borne by the Association.
Section 10. Compensation
Members of the Board of Directors and the officers and agents of the Association shall serve without compensation.
ARTICLE VIII.
Officers
Section 1. President
The President shall be selected by and from the membership of the Board of Directors. S/he shall be the Chief Executive Officer of the Association. S/he shall preside over all meetings of the Board and of the members. S/he shall be general and active management of the business of the Association and shall see that all orders and resolutions of the Board and membership are carried into effect. S/he shall be an ex-officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of President of a Corporation. S/he shall make an annual report to the membership.
Section 2. Vice President
The Vice President shall be chosen from the membership of the Board and shall perform the duties and exercise the powers of the President during the absence or disability of the President.
Section 3. Secretary
The Secretary shall preserve in books of the Association, true minutes of the proceedings of all meetings. S/he shall safely keep in his/her custody the seal of the Association and shall have the authority to affix the same to all instruments where its use is required by statute, by law or resolution.
Section 4. Treasurer
The Treasurer shall have custody of all Association funds and securities and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements; s/he shall deposit all moneys, securities and other valuable effects in the name of the Association in such depositories as may be designed for that purpose by the Board of Directors. S/he shall disburse the funds of the Association as may be ordered by the Board and shall render an account of all his/her transactions as Treasurer and the financial condition of the Association whenever requested by the President or the Board of Directors. S/he shall furnish a bond in such form and amount and with such sureties as required for the faithful performance of the duties of his/her office, the cost of which shall be borne by the Association. S/he shall make a report to the membership at the Annual Meeting.
ARTICLE IX.
Regulation Regarding Use of the Beaches and Placement of Docks, Floats, and Rafts in the Water Adjoining the Beaches
Section 1. Regulations Regarding Lots 91 and 106
The Board of Directors shall meet from time to time as required to draft regulations regarding the improvement, maintenance, use and protection of Lots 91 and 106, including the Beach and Water adjoining Lots 91 and 106. These regulations shall be submitted to the membership of the Association for approval and upon receiving a vote of two-thirds of the members present and voting at a regular or special meeting, such regulations become valid and binding upon the members with the same force and effect as the Bylaws of this Association.
Section 2. Regulations Applying to All Lakefront Lots
The Board of Directors shall meet from time to time as required to draft regulations within the confines of the deed restrictions, regarding the beaches on all lakefront lots and the construction and placement of docks, floats and rafts in the water adjoining the beaches of such lots. The regulations shall be submitted to the membership of the Association for approval and upon receiving a vote of two-thirds of the members present and voting at a regular or special meeting, such regulations become valid and binding upon members with the same force and effect as the Bylaws of this Association. The use of engine powered conveyances on Hammond Lake is prohibited. This includes engine powered vehicles on the lake when the lake is ice-covered, as well as gasoline or electric powered boats.
ARTICLE X.
Execution of Instruments
Section 1. Checks, etc.
All drafts, checks and orders for payment of money shall be signed in the name of the Association by an officer or officers designated by the Board.
Section 2. Contracts, Conveyances, etc.
When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the President and the Secretary may execute the same in the name and on behalf of this Association and may affix the Association seal thereto. The Board of Directors shall have power to designate the officers and agents who have authority to execute any instrument on behalf of this Association.
ARTICLE XI.
Fiscal Year
The fiscal year of the Association shall be determined by the Board of Directors.
ARTICLE XII.
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Association in all cases in which they are applicable and in which they are not inconsistent with these bylaws.
ARTICLE XIII.
Amendments to Bylaws
The Bylaws may be amended by a two-thirds majority of the members voting at any regular meeting or at any special meeting of the members of the Association called for that purpose. Proposed amendments to these Bylaws shall be filed with the Secretary and spelled out in detail in the notice of the meeting at which they are to be considered. If a proposed amendment fails in passage it shall not be resubmitted for a period of six (6) months.
ARTICLE XIV.
Miscellaneous
The invalidation of any of these covenants, conditions, limitations or restrictions, by virtue of any judgment or court order, shall in no wise affect any of the other conditions, limitations or restrictions herein contained and they shall remain in full force and effect.
Amended May 9, 2002 and as amended May 8, 2014