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HomeMy WebLinkAbout940038 BY-LAWS OF COMMISSARY RANCH PROPERTY OWNERS ASSOCIATION, INC. 00021.3 RECEIVED 6/23/2008 at 4:35 PM RECEIVING # 940038 BOOK: 698 PAGE: 213 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ARTICLE I Offices The principal office of the Corporation shall be located at Lincoln County, Wyoming. The Corporation shall have and continuously maintain in the State of Wyoming a registered office and a registered agent whose office is identical with such registered office. The registered office may be} but need not be, identical with the principal office in the State of Wyoming and the address of the registered office may be changed from time to time. The mailing address of the Corporation shall be PO Box 487, Diamondville} WY 83116 or as changed from time to time. ARTICLE II Membership, Responsibilities of Members and Voting Rights Section 1. Members. Every person acquiring legal or equitable title to any lot in the Commissary Ranch Subdivision including but not limited to owners of one or more Commissary Ranch lots; contract purchasers of one or more lots and Battlefield} Inc., shall automatically become members of the Commissary Ranch Property Owners Association} Inc., and with such ownership of a lot in Commissary Ranch and membership in the Association, shall become 1 t2I0021.4 subject to the requirements and limitations imposed in these By-Laws and in the Declaration of Covenants, Conditions, and Restrictions made by Battlefield, Inc. and any amendments thereto, and to the regulations and assessments of the Association, provided, however, that such person or persons holding an interest in any lot as security for the performance of an obligation to pay money, e.g. mortgages, holders of deeds of trust, or vendors under real estate sales contracts, shall not be members with the rights and responsibilities of membership until such time as their security interest is foreclosed. Section 2. Voting Rights, Each member shall be entitled to one vote on each matter submitted to the vote of the members and in no event shall the ownership of more than one lot entitle a member to more than one vote. Proxy voting shall be permitted. Section 3. Joint or Common Ownership. If any lot is held jointly or in common by two or more persons, the vote for such lot shall be cast as a unit. Fractional or split votes shall not be allowed. Joint or common owners shall designate, at the time of purchase, one address to which all notices shall be sent. Any joint or common owner shall be entitled to cast the vote belonging to the joint or common owners. Section 4. Suspension of Membership. Breach by any member or guest of any member of the regulations imposed by the Association and the Declaration of Covenants, Conditions and Restrictions, or failure to pay an assessment or fee lawfully imposed by the Association shall constitute grounds for suspension of all membership rights, including voting rights, at the discretion of the Board of Directors of the Association. No delay or omission on the part of the Board of Director of the Association in exercising any right, power of remedy herein provided, in the event of any breach of the conditions contained herein, shall be considered as a waiver thereof or acquiescence therein. A waiver of any breach of the conditions contained herein shall not be construed as a waiver of any succeeding breach or violation, and no such waiver shall result in or impose any liability on the Board of Directors. Section 5. Transfer of Membership. Membership shall not be transferable, except with the sale, or transfer of property. 2 ARTICLE III Meetings t)0021.5 Section1. Annual Meetings. An annual meeting of the members shall be held in Lincoln County, Wyoming, at such address as may be designated by the Board of Directors and specified in the notice of the meeting to be held during the month of July, at such time as the Board of Directors may fix. The purpose of such annual meeting shall be the election of the Directors and for the transaction of such other business as may come before the meeting. Section 2. Special Meetings. Special meetings of the members shall be held at such time and place as may be called by the President, the Board of Directors or not less than one- fifth (1/5) of the members. Section 3. Notice of Meetings. Notice of the annual or the special meetings of members shall be given, stating the place, day, hour and purpose of the meeting, to each member, not less than ten (10) days before the date of such meeting. Section 4. Quorum. At a meeting of the members, a majority of the members then present shall constitute a quorum for the purpose of such meeting. ARTICLE IV Board of Directors Section 1. General Powers. The affairs and business of the Corporation shall be managed by its Board of Directors, who shall serve without compensation except for their expenses. The Board shall consist of at least three (3) and not more than nine (9) directors. 3 00021.6 Section 2. Powers. The Board of Directors shall have the power (a) to appoint and remove, with or without cause, all officers, agents and employees of the Corporation, prescribe their duties, fix their compensation and require of them security of fidelity bonds as it may deem expedient (nothing contained in these By-Laws shall be construed to prohibit the employment of any member¡ officer or director of the Corporation in any capacity whatsoever); (b) to establish levy¡ assess and collect the annual assessments and all other charges; (c) to adopt and publish rules and regulations governing the use of property and community facilities belonging to the Corporation¡ and the personal conduct of members¡ their family, their tenants, and their guests with respect thereto; (d) to exercise for the Corporation all powers¡ duties and authority vested in or delegated to this Corporation¡ except those expressly reserved to the members; and (e) to exercise all other powers allowed by the laws of the State of Wyoming and the By-Laws of the Association. In the event any member of the board of Directors of the Association shall be absent from three (3) consecutive regular meetings of the Board of Directors¡ he may be removed from office by a majority vote of the Board of Directors. Section 3. Election and Tenure. Any member in compliance with all covenants and By- Laws¡ shall be eligible to hold office as an officer or director. Nomination of directors will be held at the time of the annual meeting of the Corporation. Nominations may be made by any member of the Corporation. Written ballots will be furnished by the secretary to all members. Ballots will be counted at a special meeting in August. Only ballots previously received at the special meeting shall be counted. Directors shall be elected for a three year term and begin their term January 1 of the following year. Section 4. Regular Meetings. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members in August each year. Special meetings may be held as needed, upon call of the president. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors¡ unless the act of a greater number is required by law of these By-Laws. Section 5. Vacancies. Vacancies in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors¡ though less than a quorum of the Board of Directors¡ and any such appointed Director shall hold office for the unexpired term of his predecessor in office. 4 't' ARTICLE V Officers ...,0- 1""" ~i \;2 t Section 1. Offices. The officers of the Corporation shall be a President, Vice President, Secretary, and a Treasurer. The Officers shall be members of the Board of Directors. Section 2. Election by Board of Directors. All offers shall be elected at the annual meeting of the Board. Each officer shall· hold office until his successor shall bave been duly elected and qualified or until his earlier death, resignation, or removal in accordance with these By-Laws. The officers shall be chosen by a majority vote of the Directors. Section 3. President - Duties. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He shall sign all documents and instruments necessary for the conduct of the corporate business and in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 4. Vice-President - Duties. In the absence of the President, the Vice-President shall perform the duties of the President; and shall also perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 5. Secretary - Duties. The Secretary shall keep a record of the proceeding of each meeting of the Board of Directors and shall be custodian of the corporate records. The Secretary shall also handle all correspondence records. The Secretary shall also handle all correspondence on behalf of the Corporation, insure that all notices are duly given in accordance with the provisions of these By-Laws and in general, perform all duties incident to the office of Secretary and such duties as from time to time may be assigned by the President or the Board of Directors. 5 Ü0021.8 Section 6. Treasurer - Duties. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation from any source whatsoever and shall deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors, and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors, The Treasurer shall give bond for the faithful discharge if duties in a penal sum to be set and determined by the Board of Directors with such surely of sureties as the Board shall approve. The premium for the bond shall be paid from the treasury of the Corporation. ARTICLE VI Assessments Section 1. Annual Assessments, In order to enable the Association to promote the recreation, health, safety, and welfare of the members; for the improvements, maintenance, and restoration of the common areas; for the furnishing of all services, equipment, and facilities relating to the use and enjoyment of the common areas; and for the payment of taxes, insurance and other costs and expenses of the common areas, the Board of Directors of the Association shall be, and hereby is, empowered and authorized to annually assess and/or charge each member of the Association. Section 2. Amount. The Board of Directors will annually consider and adopt a budget in an amount sufficient to accomplish the purpose set forth above. Section 3. Special Assessments. For the purpose of defraying in whole or in part the cost of any construction, reconstruction, repair or replacement of the common areas, special assessments may be assessed only when approved by the affirmative vote of not less than two- thirds (2/3) of the members voting in person or by proxy at a meeting called for the purpose of approving the special assessment. 6 Ü00219 Section 4. When Due; Notice. All assessments annual and special shall be due and payable on or before August 31 of the calendar year in which they are billed. Notice of the amount of such assessment(s} shall be delivered by mail to each member, by June 30 each calendar year. Section 5. Assessment Penalties. Any annual and special assessments, together with interest thereon, penalties, and the costs of collection, including reasonable attorney fees, shall be a charge on the land and a continuing lien on the property shall also be the personal obligation of each owner, his heirs, personal representative, successors, and assigns. If any assessment is not paid on the date which it becomes due, the amount thereof shall bear interest from the due date at a rate to be set by board. The Association may, at its option, bring an action to collect the past due assessment with any penalties or interest against the owner of the property, or may foreclose its lien against the property, or both as provided in the Declaration of Covenants, Conditions and Restrictions for Commissary Ranch and any amendments thereto. ARTICLE VII Checks, Deposits, and Funds All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by the Treasurer and countersigned by one of the following President, Vice-President, or the Secretary of the corporation. 7 ARTICLE IX 000220 Compliance with Fire Restrictions All members are required and obligated to comply with any and all fire restrictions posted or issued in any other way by any governmental agency such as the BLM or Lincoln County, or by the Corporation. Members will be held liable for any and all damages resulting from their failure to do so. ARTICLE X Corporate Seal The Corporation will have no corporate seal. ARTICLE XI Amendment to By-Laws These By-Laws may be altered, amended or replaced and new By-Laws may be adopted by an affirmative vote of no less than a majority of the Board of Directors. 8 (100221. IN WITNESS WHEREOF, we have hereunto subscribed our names this n1 ð ,2008. ~~v I g day of .~~ -- Director Director , tdzi0z:.1/K £II;) I ~~ Director Director f3:~&IÎ.~ irector ~ -- tr{/ f~ Director " , ~~¿-c) ~~.uð . l; E WOOLSEY - NOTARY puBUC , S1~'Œ(f CWm' Cf V{'{().\\t'Ilì LttWi ?_II,.· aD/ ( rmisSion Exp\reS.~ - 9 State of Wyoming County Of~Á' ~ T~e~i~~ i2j~n¡ ~as ackn0W!~d$l.~9 before me by ~~~/p%~~~ fh~ ~c~rí1().~cu::lo ,this /8 day of m~ ,20 OS? Witness my hand and official seal. ~é~~ Nota Public My commission expires: (1) h ) ~ , ~ 0 / / /0' / 000222 LOUISE WOOLSEY - NOTARY PUB JC CIX.ffiY Œ STATE If l.f«Wj WYlWG M¥.CoImissk)ß ~pi'es 7 -f c.. - dO II