Bylaws of Country Aire Homeowners Association
(Country Aire Estates I through VI)
Article I. Name
The name of this Corporation shall be Country Aire Homeowners Association, hereinafter referred to as the Association.
Article II. Purpose
The purpose of the Association shall be to promote the common good and general welfare of the community by means of engaging in activities designed to bring about civic betterment and social improvement within the Country Aire Estates Additions I through VI to the City of Broken Arrow and surrounding areas.
Article III. Membership
Section 1. Every family residing in any living unit and non-resident owner located within the Country Aire Estates Additions I through VI to the City of Broken Arrow shall be eligible for membership in the Association.
Section 2. All parties meeting the requirement of Section 1 shall become a member of the Association upon the payment of such membership dues as may be fixed by the Board of Directors of the Association. Membership shall be for 1 fiscal year and ends Dec 31st each year. Membership must be renewed yearly by payment of the annual dues.
Section 3. Voting by the Members at any annual or special meeting of the membership or for any other purpose shall be on the basis of one vote per membership.
Section 4. Upon request, members in good standing shall be provided with copies of association newsletter and meeting documents, either printed or electronic at the discretion of the Association, and shall be entitled to such other privileges of membership as the Board of Directors may from time to time specify.
Article IV. Meetings of Members
Section 1. The Association shall hold its annual meeting of the Members, for the election of Directors and for the transaction of such other business as may come before the meeting, on the first Tuesday in March each year, at the place and time designated by the Board of Directors.
Section 2. Special meeting of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members entitled to cast one-fourth (1/4) of the votes of the membership.
Section 3. Notice of each meeting of the Members shall be given in writing by, or at the direction of the Secretary, at least 7 days prior to the date of such meeting. Notice may be given either by mailing or delivering a copy of the notice to the address of the member appearing on the books of the Association, or by public notice on the Association website. 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 4. Simple majority of members present in person shall rule at meetings of the members.
Article V. Directors
Section 1. The affairs of the Association shall be managed by a Board of nine (9) Directors comprised of a duly elected President, Vice-President, Secretary, Treasurer, and five additional Directors. Each member of the Board of Directors shall be a Member of the Association.
Section 2. All Directors shall be elected at the annual meeting of the Members for a term of one year. No Member shall hold more than one office at a time.
Section 3. Any Director may be removed from the Board, with or without cause, by majority vote at a special meeting of the Members of the Association. In the event of death, resignation or removal of a Director, their successor shall be selected by the remaining members of the Board, though less than a quorum, and shall serve for the unexpired term of their predecessor.
Section 4. No Director shall receive compensation for any service he or she may render to the Association as a Director. However, any Director may be reimbursed for reasonable expenses actually incurred in the performance of their duties.
Article VI. Meetings of Directors
Section 1. Regular meetings of the Board of Directors shall be held at least quarterly, either in person or virtually, without notice to the membership at such place and time as may be fixed from time to time by the Board.
Section 2. Special meetings of the Board of Directors shall be held, either in person or virtually, when called by the President of the Association, or by any two Directors, after not less than two days’ notice to each Director.
Section 3. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. No vote shall be cast by proxy.
Section 4. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of the majority of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Article VII. Duties and Powers
Section 1. The Board of Directors shall have general supervision of the affairs of the Association between its annual meetings, shall exercise for the Association, within the confines of Article II and Article IX hereof, all powers duties and authority vested in the Association and not reserved to the Members, shall fix dues and fees, shall make recommendations to and receive complaints from the Members and shall cause to be kept a complete record of all its acts and corporate affairs.
Section 2. The President of the Association shall preside at all meetings of the Board of Directors and the Members, shall sign all contracts and shall perform all such other duties as may be required by the Board of Directors.
Section 3. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall perform all such other duties as may be required by the Board of Directors.
Section 4. The Secretary shall issue notices of all meetings of the Board of Directors and the Members, shall attend and keep the minutes of the same and shall perform all such other duties as may be required by the Board of Directors.
Section 5. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association, shall have all checks of the Association signed by two officers, shall keep proper books of account, shall keep a current and accurate listing of all members and shall perform all such other duties as may be required by the Board of Directors.
Article VIII. Committees
Section 1. The Board of Directors, by an affirmative vote of a majority of the Board, may from time to time appoint such Committees with such powers as it may deem necessary or appropriate to promote the purposes and carry out the work of the Association.
Section 2. Each Committee appointed by the Board of Directors shall consist of a Chairman, and Members as deemed necessary and approved by the Board.
Section 3. It shall be the duty of each Committee to receive inquiries and complaints from the Members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of inquiries or complaints as it deems appropriate or refer them to such other Committee or Director of the Association as is further concerned with the matter presented.
Article IX. Non-Profit Status
The Association is not organized for pecuniary profit, nor shall it have any power to issue certificates or stock or declare dividends, and no part of its net earnings shall inure to the benefit of any member, director, trustee or individual. The balance, if any, of all money received by the Association from its operation, after payment in full of all debts and obligations of the Association of whatsoever kind and nature, shall be used and distributed exclusively for carrying out only the purpose or purposes of the Association, as more particularly set forth hereinabove. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed by the District Court of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes, provided further that in no event shall any of the Association’s assets or property, in the event of its dissolution, go or be distributed to any Director, Member, or individual either for the reimbursement or any sums subscribed, donated or contributed by such Director, member or individual, or for any other purpose.
Article X. Fiscal Year
The fiscal year of the Association shall be from January 1 through the last day of December.
Article XI. Amendment of Bylaws
These bylaws may be amended by majority vote at any annual or special meeting of the Members of the Association, provided that any provision of these Bylaws which is covered by the Articles of Incorporation may not be amended except as provided in the Articles of Incorporation or applicable law.
REVISION HISTORY PERTAINING TO THE BYLAWS:
The bylaws have been retyped to provide an electronic capability for printing and/or distribution of same to parties of interest and are members of Country Aire Homeowners Association I-VI. Country Aire Homeowners Association filed for Not for Profit Certificate of Incorporation on October 14th 1992. The registered Agent for the Corporation is NAME REDACTED, ADDRESS REDACTED, Broken Arrow, Ok 74012 as of October 14, 1992. (There is no update on file as of 1/21/2014.) Other individuals who signed the application are: NAME REDACTED, NAME REDACTED.
Revision A
November 28, 2022 Special meeting of the Board, minor changes with follow up email.
January 13, 2023 final type up.
Changed wording to clarify membership and use more inclusive wording.
Changed check signing to just be two officers not specifically Pres and Treasurer.
Removed Committee examples and not need more than 1 person for a committee.
Added virtual meetings as an option.
Major revision to officers term limit of 1 year being removed.
Major revision of meeting of the members to be majority and no quorum requirement.
Approved at Special Meeting of the Members January 10th, 2023
(Country Aire Estates I through VI)
Article I. Name
The name of this Corporation shall be Country Aire Homeowners Association, hereinafter referred to as the Association.
Article II. Purpose
The purpose of the Association shall be to promote the common good and general welfare of the community by means of engaging in activities designed to bring about civic betterment and social improvement within the Country Aire Estates Additions I through VI to the City of Broken Arrow and surrounding areas.
Article III. Membership
Section 1. Every family residing in any living unit and non-resident owner located within the Country Aire Estates Additions I through VI to the City of Broken Arrow shall be eligible for membership in the Association.
Section 2. All parties meeting the requirement of Section 1 shall become a member of the Association upon the payment of such membership dues as may be fixed by the Board of Directors of the Association. Membership shall be for 1 fiscal year and ends Dec 31st each year. Membership must be renewed yearly by payment of the annual dues.
Section 3. Voting by the Members at any annual or special meeting of the membership or for any other purpose shall be on the basis of one vote per membership.
Section 4. Upon request, members in good standing shall be provided with copies of association newsletter and meeting documents, either printed or electronic at the discretion of the Association, and shall be entitled to such other privileges of membership as the Board of Directors may from time to time specify.
Article IV. Meetings of Members
Section 1. The Association shall hold its annual meeting of the Members, for the election of Directors and for the transaction of such other business as may come before the meeting, on the first Tuesday in March each year, at the place and time designated by the Board of Directors.
Section 2. Special meeting of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members entitled to cast one-fourth (1/4) of the votes of the membership.
Section 3. Notice of each meeting of the Members shall be given in writing by, or at the direction of the Secretary, at least 7 days prior to the date of such meeting. Notice may be given either by mailing or delivering a copy of the notice to the address of the member appearing on the books of the Association, or by public notice on the Association website. 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 4. Simple majority of members present in person shall rule at meetings of the members.
Article V. Directors
Section 1. The affairs of the Association shall be managed by a Board of nine (9) Directors comprised of a duly elected President, Vice-President, Secretary, Treasurer, and five additional Directors. Each member of the Board of Directors shall be a Member of the Association.
Section 2. All Directors shall be elected at the annual meeting of the Members for a term of one year. No Member shall hold more than one office at a time.
Section 3. Any Director may be removed from the Board, with or without cause, by majority vote at a special meeting of the Members of the Association. In the event of death, resignation or removal of a Director, their successor shall be selected by the remaining members of the Board, though less than a quorum, and shall serve for the unexpired term of their predecessor.
Section 4. No Director shall receive compensation for any service he or she may render to the Association as a Director. However, any Director may be reimbursed for reasonable expenses actually incurred in the performance of their duties.
Article VI. Meetings of Directors
Section 1. Regular meetings of the Board of Directors shall be held at least quarterly, either in person or virtually, without notice to the membership at such place and time as may be fixed from time to time by the Board.
Section 2. Special meetings of the Board of Directors shall be held, either in person or virtually, when called by the President of the Association, or by any two Directors, after not less than two days’ notice to each Director.
Section 3. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. No vote shall be cast by proxy.
Section 4. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of the majority of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Article VII. Duties and Powers
Section 1. The Board of Directors shall have general supervision of the affairs of the Association between its annual meetings, shall exercise for the Association, within the confines of Article II and Article IX hereof, all powers duties and authority vested in the Association and not reserved to the Members, shall fix dues and fees, shall make recommendations to and receive complaints from the Members and shall cause to be kept a complete record of all its acts and corporate affairs.
Section 2. The President of the Association shall preside at all meetings of the Board of Directors and the Members, shall sign all contracts and shall perform all such other duties as may be required by the Board of Directors.
Section 3. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall perform all such other duties as may be required by the Board of Directors.
Section 4. The Secretary shall issue notices of all meetings of the Board of Directors and the Members, shall attend and keep the minutes of the same and shall perform all such other duties as may be required by the Board of Directors.
Section 5. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association, shall have all checks of the Association signed by two officers, shall keep proper books of account, shall keep a current and accurate listing of all members and shall perform all such other duties as may be required by the Board of Directors.
Article VIII. Committees
Section 1. The Board of Directors, by an affirmative vote of a majority of the Board, may from time to time appoint such Committees with such powers as it may deem necessary or appropriate to promote the purposes and carry out the work of the Association.
Section 2. Each Committee appointed by the Board of Directors shall consist of a Chairman, and Members as deemed necessary and approved by the Board.
Section 3. It shall be the duty of each Committee to receive inquiries and complaints from the Members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of inquiries or complaints as it deems appropriate or refer them to such other Committee or Director of the Association as is further concerned with the matter presented.
Article IX. Non-Profit Status
The Association is not organized for pecuniary profit, nor shall it have any power to issue certificates or stock or declare dividends, and no part of its net earnings shall inure to the benefit of any member, director, trustee or individual. The balance, if any, of all money received by the Association from its operation, after payment in full of all debts and obligations of the Association of whatsoever kind and nature, shall be used and distributed exclusively for carrying out only the purpose or purposes of the Association, as more particularly set forth hereinabove. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed by the District Court of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes, provided further that in no event shall any of the Association’s assets or property, in the event of its dissolution, go or be distributed to any Director, Member, or individual either for the reimbursement or any sums subscribed, donated or contributed by such Director, member or individual, or for any other purpose.
Article X. Fiscal Year
The fiscal year of the Association shall be from January 1 through the last day of December.
Article XI. Amendment of Bylaws
These bylaws may be amended by majority vote at any annual or special meeting of the Members of the Association, provided that any provision of these Bylaws which is covered by the Articles of Incorporation may not be amended except as provided in the Articles of Incorporation or applicable law.
REVISION HISTORY PERTAINING TO THE BYLAWS:
The bylaws have been retyped to provide an electronic capability for printing and/or distribution of same to parties of interest and are members of Country Aire Homeowners Association I-VI. Country Aire Homeowners Association filed for Not for Profit Certificate of Incorporation on October 14th 1992. The registered Agent for the Corporation is NAME REDACTED, ADDRESS REDACTED, Broken Arrow, Ok 74012 as of October 14, 1992. (There is no update on file as of 1/21/2014.) Other individuals who signed the application are: NAME REDACTED, NAME REDACTED.
Revision A
November 28, 2022 Special meeting of the Board, minor changes with follow up email.
January 13, 2023 final type up.
Changed wording to clarify membership and use more inclusive wording.
Changed check signing to just be two officers not specifically Pres and Treasurer.
Removed Committee examples and not need more than 1 person for a committee.
Added virtual meetings as an option.
Major revision to officers term limit of 1 year being removed.
Major revision of meeting of the members to be majority and no quorum requirement.
Approved at Special Meeting of the Members January 10th, 2023