BY-LAWS OF WOODSON ESTATES HOMES ASSOCIATION
ARTICLE I
DEFINITIONS
SECTION 1. The definition of the terms used in these Bylaws is as follows:
(a) The term “Woodson Estates” shall be deemed to mean that subdivision of land known as Woodson Estates, all as shown on the following described plats filed for record in the Office of the Recorder of Deeds of Jackson County, Missouri at Independence:
| Instrument No. | Date Filed | Plat Book and Page |
|---|---|---|
| 809937 | April 15, 1963 | Book 26, page 102 |
| 884513 | April 26, 1966 | Book 29, page 12 |
| I 36560 | April 9, 1969 | Book 30, page 85 |
| I 22014 | August 28, 1968 | Book 30, page 48 |
| I 51704 | December 4, 1969 | Book 31, page 9 |
(b) The term “district” as used in these Bylaws shall mean, unless and until extended as hereinafter provided, all of the lots shown on said plats of WOODSON ESTATES, which are individually or collectively owned by Developer, together with all other lots located within said subdivision which may be included in the district, at the election as hereinafter provided, of the respective owners of said lots to include their lots in the district and become a part of and subject to the terms of this agreement. If or when other land shall, in the manner hereinafter provided for, be added to that described above, then the term “district” shall thereafter mean all land which shall from time too time be subjected to the terms of this agreement, including any future modifications thereof.
(c) The term “improved property” as used herein shall be deemed to mean a single tract, consisting of one or more contiguous lots or part thereof, under a single ownership and use and on which tract one single-family residence or one two-family residence (duplex), is erected or is in the process of erection.
(d) The term “landlord property” as used herein shall be deemed to mean a single tract, consisting of one or more contiguous parcels of land or lots, or parts thereof, under a single ownership and use and on which tract one or more multiple-family units (a single structure designed for residence for three or more families), is erected or is in the process of erection.
(e) The term “vacant and unimproved property” shall mean any land within the district which is not “improved property” or “landlord property.”
(f) The term “public places” as used herein shall be deemed to mean all streets, intersections, medial strips, streams, parks, and other similar places, the use of which is dedicated to or set aside for the use of the general public.
(g) The term “owners” as used herein shall mean those persons, partnerships, joint ventures, or corporations who may from time to time own land within the district.
(h) The term “private lanes” as used herein shall be deemed to mean all undedicated streets and ways which are public places as above defined.
(i) The term “common areas” as used herein shall be deemed to mean all streams, lakes, ponds, parks, swimming pools, tennis courts, and all other similar recreational areas, the use of which is dedicated to or set aside for the general use of the owners (and the residents of improved or landlord property) within the district, subject to fees, rules, and regulations promulgated by the Association, or which may, with appropriate consent, be used by the owners (and the residents of improved or landlord property) within the district.
(j) The term “Association” as used herein refers to The Woodson Estates Homes Association incorporated under Chapter 355 of the laws of the State of Missouri as a General Not For Profit Corporation.
ARTICLE II
MEMBERSHIP
SECTION 1. There shall be two types of memberships:
(a) Voting members shall be limited to the owners of improved property and landlord property within the boundaries of the district as it exists from time to time. In all cases where a vote or written consent or agreement is called for or permitted herein, each member who is an owner of improved property shall have one vote for each improved property as hereinbefore defined. In all cases where a vote or written consent or agreement is called for or permitted herein, each member who is an owner of landlord property shall have one vote for each landlord property as hereinbefore defined before defined. Voting may be in person or by proxy, provided, however, no proxy may exceed 11 months in duration.
(b) Non-voting members. An additional class of members shall be created known as non-voting members who shall be limited to those persons which reside within the district but are not owners of improved property, landlord property, or vacant and unimproved property within the district. Such members shall have no voting rights, and shall not have the right to participate in any meeting or proceeding of the Association.
Any person who shall be the owner of the legal title to any lot within Woodson Estates, which has been subjected to the Declaration dated March 8, 1970, shall be members in this Association, subject to the approval of the Board of Directors of the Association as to qualifications for such membership.
In case legal title is held by a corporation then the Board of Directors of said corporation or it’s President, or Vice-President may designate in writing some person to be a member of this Association; any such member shall have the same rights and privileges as any other member.
SECTION 2. No changes shall be made for the privilege of membership except as set forth in the Declaration dated March 8, 1970 and filed for record ___________________ in the office of the Recorder of Deeds of Jackson County, Missouri, at Independence.
SECTION 3. Membership rights including the right to vote, to use the recreational facilities created on common areas of the district or any other rights that may from time to time be provided the members are automatically suspended for non-payment of assessments, fees, and charges.
SECTION 4. Membership in said Association shall be non-transferable except on transfer of legal title to that property. New owners are required to provide proof of such transfer of membership to Association’s Board of Directors.
ARTICLE III
POWERS AND DUTIES OF DIRECTORS
SECTION 1. The Directors shall conduct, manage and control the affairs and business of the Association, and shall make all necessary rules and regulations, not inconsistent with the laws of the State of Missouri for guidance of officers and management of the affairs of the Association, and the Home Association’s Declaration. They shall cause to be kept a complete record of all their minutes and acts, and of the proceedings of the members, and they shall present a complete statement at the regular meeting of the members, showing in detail the assets and liabilities of the Association, and the condition in general of its affairs. They shall appoint and remove at will all agents, servants and employees of the Association, prescribe their duties, fix their compensation, and require from them security for faithful service, whenever they shall deem necessary; the Directors shall exercise such other powers and duties as may be set forth in these Bylaws.
SECTION 2. They shall prescribe rules and regulations and such membership or fees and charges and such as annual fees and charges as may be deemed necessary for the use of corporation facilities by members and their guests, and delegate to officers or employees the power to enforce rules and regulations, or to suspend any member for violation of such.
SECTION 3. The Board may appoint standing and Ad hoc committees as needed. The chairperson and members of such committees shall be appointed by the President in collaboration with the full Board of Directors, and shall serve at the pleasure of the President until the next annual meeting after their respective appointments.
SECTION 4. The Nomination Committee will consist of a current Board member who term is not expiring and two members of the Woodson Estates Home Association (WEHA) selected from among the membership of the association at its annual meeting, to serve on the Nomination Committee for the following year’s election. In the event either person elected to serve becomes unavailable, an alternate shall be appointed by the Board of Directors. The Nomination Committee members will select its chairperson.
Duties and Responsibilities. Three months before the annual meeting, the Nomination Committee will determine the number of expired terms among the Board of Directors and its officers and initiate a search for qualified candidates for nomination Directors and/or Officers. Members of the Nomination Committee are not barred from becoming a nominee for office or directorship themselves.
Nomination Procedure. The presiding officer of the annual membership meeting shall:
- Call upon the Chairperson of the Nomination Committee to offer the Committee’s nominations; and
- Call for additional nominations from the floor.
Election Procedure. The election shall be by ballot at the annual meeting. The result of the vote shall be announced at the annual meeting.
SECTION 5. The Board may enforce, either in its own name or in the name of any owner within the district, any and all restrictions which have been or hereafter may be imposed upon any of the land in the district, either as originally placed thereon or as modified subsequently. This right placed thereon or as modified subsequently. This right of enforcement shall not serve to prevent such changes, releases, or modifications of restrictions or reservations being made by the parties having the right to do so under the terms of the deeds, declarations, contracts, or plats in which such restrictions and reservations are set forth. The expenses and costs of any enforcement proceedings shall be paid out of the general fund of the Association as herein provided for. Nothing herein contained shall be deemed or construed to prevent any owner having the contractual right to do so from enforcing in his own name any such restrictions.
SECTION 6. To furnish, operate and provide for the maintenance and improvement of any tennis courts, playgrounds, pedestrian ways, gateways, entrances, drinking fountain, streams, gardens, swimming pools, parks, and other such facilities and ornamental features, now existing or which may hereafter be erected or created in said district, in any public street or park, or on any land set aside for the general use of the members of the Association entitled to such use; and also to provide for the maintenance and improvement of common areas; and also to provide for the maintenance of natural water courses, within the district.
SECTION 7. To levy and collect the assessments which are provided for in this Declaration and to suspend membership rights, including the right to use recreational facilities of common areas, for non-payment of assessments, fees or for infraction published rules.
SECTION 8. To construct, improve, and maintain common areas; to construct, improve, and maintain any swimming pools within common areas; to hire qualified personnel to manage and operate such pools; to make rules of conduct and regulations concerning the use of common areas, particularly swimming pools, decks, and patio facilities within such common areas; and to make such reasonable charges and initiation fee for the use of any swimming pool facilities as are necessary to so construct, maintain, improve, operate and manage such facilities, and to accumulate reserve for depreciation and major repairs and replacements to such swimming pool facilities.
SECTION 9. To mow, care for, and maintain parking places in front of vacant and other property and cut and remove weeds and grass from such parking areas, vacant property or other places; to pick up and remove therefrom loose material, trash and rubbish of all kinds, and to do any other things necessary or desirable in the judgment of the officers of said Association to keep such vacant and unimproved property neat in appearance and in good order.
SECTION 10. To exercise such control over private lanes and streets as may be within its power and as it may deem necessary or desirable; subject at all times to such control of county or other proper officials as may have jurisdiction over streets.
SECTION 11. To manage and control as Trustee for its members all public improvements upon and to the land in the district, or improvements in public places or common areas, provided that such management and control of said improvements shall at all ‘ be subject to that had and exercised by any City, Township, County and State in which the land within the district is located.
SECTION 12. To acquire and own the title to such real estate and personal property as may be reasonably necessary in order to carry out the purposes of the Association; to pay taxes on such real estate and personal property as may be owned by it; and to pay such taxes as may be assessed against the land in the common areas and public places within the district.
SECTION 13. To provide for the plowing or removal of snow from public streets, and the private lanes should the local municipalities failed to do so.
SECTION 14. To have and exercise such other powers and rights conferred by the laws of the State of Missouri upon corporations organized under Chapter 355.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. The corporate power of this Association shall be vested in Board of nine (9) Directors who shall be voting Members of the Association and six (6) shall constitute a quorum for the transaction of business.
SECTION 2. All directors shall be bona fide (financial and owner-occupied) residents of Woodson Estates. All directors shall be elected to serve for two years from the date of election, or until their successors are elected and qualified; however, at each annual election there shall be elected the number of directors required to fill the vacancies of the retiring directors. The directors and its Officers shall be elected by ballot at the Annual Meeting of members.
SECTION 3. Vacancies in the Board of Directors caused by resignation, death or removal from the land first above described, shall be filled by the remaining Directors when assembled as a Board. Such appointee shall hold office until the expiration of the term of the director whose place he/she has taken.
SECTION 4. Any one or more members of the Board of Directors may be removed by the members at a Special Meeting of the members called for said purpose, and sixty (60) days written notice of the time, place and purpose of such meeting shall be given to all the members. Directors may be removed at such meeting only by affirmative vote of a majority of the voting members present at such meeting.
SECTION 5. Any member of the Board of Directors, who shall absent himself/herself from three consecutive meetings of such Board without acceptable excuse as determined by a majority of said Board, shall be deemed to have automatically resigned from such Board and cease to be a member thereof effective from and after said third meeting. Written notification shall be provided to the Director being removed.
ARTICLE V
OFFICERS
SECTION 1. The officers of the Association shall be President, Vice President, Secretary, and Treasurer, who shall be elected by the membership at its annual meeting for a two year term as an Officer and Director.
SECTION 2. The President shall preside over all meetings of the membership and the Board of Directors; shall sign all instruments of writing to be executed by the Association, and as he/she may be directed by the Board of Directors, and he/she shall perform such other duties as are usually performed by the chief executive officer of an Association, or as may be conferred up him/her by the Board of Directors, but his/her authority shall at all times be subject to the control and direction of the Board of Directors.
SECTION 3. It shall be the duty of the Secretary to keep a record of the proceedings of the Board of Directors and of the members. He/she shall keep the corporate seal and records of the Association. He/she shall serve all notices required either by law or by the Bylaws of the Association, but in case of his/her absence, inability, refusal or failure to do so, then such notices may be served by any person so directed by the President or Vice-President of the Association.
SECTION 4. The Treasurer shall keep a true and accurate account of all financial transactions of the Association. The Treasurer shall be the custodian of all Association funds and shall deposit all funds received into a FDIC or similarly government insured financial institution approved by the Board of Directors. The Treasurer shall perform the following:
Bill members for all fees, assessments, and fines; shall receive payment of them
Maintain a ledger of each member’s account
Keep a record of ownership of all lots in Woodson Estates, the transfer thereof and shall provide a written quarterly report of same to the Board of Directors
Disburse funds upon receiving the appropriate invoice, billing statement, and/or receipts documenting service or expenditure
Perform duties prescribed in Article VIII, Section 2
Prepare and submit to the Board of Directors quarterly financial reports which provide an account of all receipts, disbursements, and balances
An independent financial review shall be conducted annually by an external accounting vendor and/or a three person committee appointed from among the voting membership by the Board of Directors.
SECTION 5. The Vice-President shall have all of the powers and perform all of the duties of the President in case of the absence from the country, death, or inability of the President to serve. The Vice-President shall provide a Membership Packet to all new residents and/or homeowner in Woodson Estates. The Membership Packet shall include Bylaws of Woodson Estates Home Association, the Home Association Declaration, most recent Association newsletter and other essential orientation information.
SECTION 6. The President and Vice-President shall not receive any salary or compensation for their services.
ARTICLE VI
MEETINGS
SECTION 1. The annual meeting of the members of the Association for the election of Directors, approval of the annual budget and for the transaction of such other business as may come before the meeting, shall be held in the metropolitan Kansas City, Missouri area, during the month of March of each year at such place as the Board of Directors shall direct; such meeting shall be called in writing using the U.S Postal Service, email or other electronic communication means at least ten (10) calendar days prior to, but not more than thirty (30) days before, the date of the meeting to each member at his/her last known place of residence or business, unless this address shall be changed and a different address be given by such member to the Secretary of the Association, in which case such notice shall be sent to the address so given.
SECTION 2. Emergency meetings of the members, (excluding meetings for the purpose of increasing assessment) shall be called in writing through U.S Postal Service, email or other electronic communication means at least fifteen (15) calendar days prior to the date of the meeting. The Emergency Meeting notice shall state the purpose of the Meeting.
SECTION 3. The President shall call a special meeting of property owners at such appropriate time and place upon receipt of the petition of twenty-five (25) or more members stating the purpose of such meeting.
SECTION 4. Those present at a legally convened meeting shall constitute a quorum. It shall take a majority of the voting members present to vote for any director, resolution or proposition before the same may be declared, elected, or adopted, except as otherwise provided for in these Bylaws, or the Declaration herein before mentioned in Article II, Section 3.
Section 5. No matter affecting the definition and rights, or either, of voting members shall be adopted unless the substance thereof shall be included in the notice of a meeting mailed to all Voting Members at their last known address; unless there shall be cast in favor thereof a majority of the votes of Voting Members present and voting thereon.
SECTION 6. Regular meetings of the Board of Directors shall be held at such time as may be provided by the Board of Directors. No notice of the regular meeting of the Board of Directors need be given.
SECTION 7. The President or any two of the Directors may call a special meeting of the Directors at any time and notice shall be given of such called meetings by electronic communication (i.e. email, text messaging) or through the United States Postal Service, a written or printed notice thereof, with the postage thereon prepaid, addressed to each Director at the last known address left with the Treasurer at least three (3) days before the time of meeting, or by serving personally such notice on each Director one day before the meeting.
SECTION 8. Notices specified in this article for members need to be given only to members appearing as such on the books of the Association.
SECTION 9. The current edition of Robert’s Rule of Order Newly Revised shall govern all proceedings of the Board of Directors, Annual and Special Meetings, and shall decide all points not otherwise provided by Deed of Restrictions and Bylaws of Woodson Estates Home Association.
ARTICLE VII
VOTING
At all corporate meetings each Voting Member may vote either in person or by proxy. All proxies shall be in writing and filed with the Secretary. No Directors, however, shall be permitted to vote at any meeting of the Directors unless he/she is present in person to cast his/her vote. In all proceedings of the Directors’ meetings each Director shall have one vote. All votes shall be by ballot, unless waived by unanimous consent.
ARTICLE VIII
GENERAL FUNDS
SECTION 1. Each member is obligated to pay to the Association annual and special assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety and welfare of the residence in the Property and for improvement and maintenance of the Common Areas. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his or her Lot.
SECTION 2. The amount of assessment and the annual Association budget shall be proposed by the Board to carry out the purposes and defray the expenses of the Association. The proposed assessment and annual budget shall be presented at the Annual Meeting of the Association and approved by a majority of the members present. The annual assessment will be due on May 1st of each year.
SECTION 3. Special Assessments. In addition to the annual assessments provided for above, the Association, by an affirmative vote of a majority of the voting members present at the annual or special meeting, may levy in any assessment year.
(i) special assessments applicable to that year only, for the purpose of defraying, in
whole or in part, the cost of any construction, reconstruction or improvement,
unexpected repair, replacement or cost in connection with the operation,
maintenance, repair, restoration, and management of the Community Facilities; or
(ii) assessments for any insufficiency of the annual assessment for a preceding
assessment year to cover the actual costs incurred by the Association in such year.
Any special assessment made pursuant to this Section shall be apportioned equally among the Lots and the Owners thereof.
SECTION 4. A fine structure for violating the Deed of Restrictions may be developed by the Board of Directors and presented for approval to the members at an annual or special meeting. The fine structure required an affirmative vote of a majority of the voting members present at the annual meeting.
SECTION 5. The Treasurer of the Association shall maintain such records of the assessments and the payment of such assessments, fines and delinquencies therein, and shall prepare and send the delinquency notices.
ARTICLE IX
LIEN ON REAL ESTATE
SECTION 1. The assessment shall become a lien on the real-estate against which it is levied as soon as it is due and payable as above set forth, provided, however, that such lien shall be subject, inferior and subordinated to the lien of any valid first deed of trust now existing or which may hereafter be placed on said real estate. In the event of the failure of any owner to pay the assessment on or before the first day of June of any year or if the assessment is made subsequent to May 1st of any year, within thirty (30) days from the date of assessment, then such assessment shall bear interest at the rate of eight (8%) percent per annum from the first day of May, of such year or from the date of said assessment, if made subsequent to May of such year, but if the assessment is paid before June 1st, or within thirty (30) days from the date of assessment if the assessment is made subsequent to May 1st for the fiscal year beginning May 1st, then no interest shall be charged.
SECTION 2. On or after June 1st of each year or within thirty (30) days from the date of levying the assessment for the fiscal year during which and for which the assessment is levied, the assessment shall become delinquent and payment of both principal and interest may be enforced as a lien on said real estate in proceedings in any court in Jackson County, Missouri, having jurisdiction of suits for the enforcement of such liens. It shall be the duty of the Association to bring suits to enforce such liens before the expiration thereof. The Association may at its discretion file certificates of nonpayment of assessments in the office of the Recorder of Deeds whenever any such assessments are delinquent. For each certificate so filed, the Association shall be entitled to collect from the owner or owners of the property described therein a processing fee, which fee is hereby declared to be a lien upon the real estate so described in said certificates, provided that such lien upon the real estate so described in said certificate, shall be inferior and subordinate to the lien of any valid first deed of trust now existing or which may hereafter be placed on said real estate. Such fee shall be collectible in the same manner as the original assessments provided for herein and in addition to the interest and principal due thereon.
SECTION 3. Unpaid fines incurred for infractions to the Deed of Restrictions shall become a lien on the real-estate against which it is levied if not paid within 90 days of the date the fine was incurred.
ARTICLE X
AMENDMENTS TO BYLAWS
All Voting Members of the Association shall receive a ten (10) day notification containing proposed amendment(s) or revised Bylaws, the date, time and location of the meeting where changes will be considered. These Bylaws may be amended or revised by a two-thirds vote of the Association’s Voting Members present at such annual or special meeting.
ARTICLE XI
MISCELLANEOUS
SECTION 1. Common Areas, Damages, and Guests. No person shall take from any premises owned or controlled by the corporation any article belonging to the corporation except by authority of the Board of Directors or Board designated person, nor shall any person mutilate or deface any property belonging to the corporation; and all damages to corporation property shall be paid for by the member who caused same or whose guest caused same.
SECTION 2. Guests shall be permitted only when accompanied by a member, unless otherwise provided in the Rules and Regulations. The Board may limit the number of guests that any member may bring to any swimming pool or common area at any one time and the number that any member may bring during any specified period of time; the Board may further prohibit the bringing of all guests on special days or occasions, and the Board may establish regular charges for the bringing of guests to use the various facilities of the Association.
SECTION 3. All officers and employees of the Corporation who have the care, custody, or control of any of the books or funds of the corporation, or any responsibility with respect thereto, shall be bonded in such amount as the Board shall from time to time determine, at the expense of the Corporation.
SECTION 4. Property. The title to all property of whatever nature belonging to the corporation shall be held in the name of Woodson Estates Home Association, a non-profit corporation duly organized and existing under the laws of the State of Missouri.
SECTION 5. Indemnification of Officers. Each person who acts as a director or officer of the corporation shall be indemnified and held harmless by the corporation for and from any expenses actually and necessarily paid or incurred by him in connection with the defense of any action, suit or proceeding to which he /she is made a party and which arises out of, or in connection with his/her being or having been such a director or officer. Also for and from any sums reasonable, paid or incurred by him/her in compromise or settlement of any claim which is the subject of any such action, suit, or proceeding is threatened; except as to such claims, actions, suits, or proceedings arising out of the gross negligence or willful misconduct of such Director of Officer.
SECTION 6. Conflict of Interest. Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
ARTICLE XII
LIQUIDATION
In the event that the corporation shall be liquidated in the manner provided by law, Voting Members shall be entitled to receive in equal shares pro rate all of the proceeds of liquidation.
ARTICLE XIII
All affairs of this corporation will be conducted to comply with the Home Association Declaration dated ________________________ and filed for record _________________________.
ACCEPTED AND APPROVED THIS ________ DAY OF _________________, 20 .