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| Bylaws for Sheridan Lake HIghlands | Prepared by: John K. Nooney,
Thomas Nooney Braun Solay & Bernard, LLP
1301 Omaha Street, Suite 224/PO Box 8108
Rapid City, SD 57709-8108
605/348-7516
BYLAWS
OF
SHERIDAN LAKE HIGHLANDS, INC.
ARTICLE I.
NAME & LOCATION
The name of the corporation is Sheridan Lake Highlands, Inc. (AAssociation@). The Association is a South Dakota nonprofit corporation whose initial principal office shall be located at 4314 Wonderland Drive, Rapid City, South Dakota 57702. The Association may from time to time determine and designate such other offices as may be appropriate under the circumstances. The Association shall maintain a Registered Office in accordance with South Dakota law.
ARTICLE II.
DEFINITIONS
?Association? shall mean and refer to the Sheridan Lake Highlands, Inc., its successors and assigns.
?Owner? shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot or Residence which is part of the Properties, including contract buyers, but not excluding those having such interest merely as security for the performances of an obligation.
?Properties? shall mean and refer to that certain Real Property generally described as:
A portion of Tract B of the Boland Placer MS1252, the Southwest Quarter of the Southwest Quarter, of Section 35, less Lot H-1 of the South Half of the Southwest Quarter of Section 35 and the Southeast Quarter of the Southeast Quarter of Section 34, less Lots 1-4 of the Southeast Quarter of the Southeast Quarter, Township 1 North Range 6 East Black Hills Meridian, Pennington County, South Dakota, to be platted as Sewer Lot 1 and Lots 2 through 8 of Block 1, Lots 1 through 10 of Block 2, Lots 1 through 8 of Block 3, reservoir lot in Well Lot 1 through Well Lot 3, and dedicated right-of-way of Sawmill Road, Sienna Meadows, and Ironwood Ridge, Sheridan Lake Highlands,
and such additions thereto as may hereinafter be brought within the jurisdiction of the Association.
?Lot? shall mean and refer to any parcel of land shown upon any recorded subdivision map of the Real Property.
?Residence? shall mean any single family dwelling.
?Subdivision? means the Sheridan Lake Highlands.
ARTICLE III.
MEMBERS
Section 1: Membership Classes. There shall be two classes of membership:
Class A: Class A members shall be all owners, including contract buyers, with the exception of the Declarant, and shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members; however, all such members when considered in total, shall never have more than one vote per any one lot.
Class B: Class B member shall be the Declarant and shall be entitled to three votes for each lot owned. When Declarant sells any lot(s), upon such sale, the owners of such lots shall become Class A members and shall be entitled to all rights otherwise set forth herein. Class B members shall cease and be converted to Class A membership upon the happening earlier of those events set forth below:
A. When the total votes outstanding in Class A membership equal the Class B membership; or
B. 5 years after the date the Declaration of Covenants and Restrictions of Sheridan Lake Highlands, Inc. are executed.
Class C: The Class C member will be the Owner of those lots held for the benefit of the Owners, including but not limited to the Reservoir Lot, Sewer Lot, Well Lots and any other lots held for the benefit of the members of the Association. This shall include any additions to those lots which exist upon the initial platting of the property or subsequently acquired lots for the benefit of the Association which are particularly held by the Association. The Association shall have no vote as it concerns these lots, and these lots shall not be subject to any assessment.
Section 2: Membership Certificates. The Association shall not issue any capital stock or membership certificates to the members.
Section 3: Transfer of Membership. The rights of each owner shall be appurtenant to his or her ownership of a lot and may not be separate from such membership, and shall automatically pass to the heirs, successors, and assigns of the owner upon the recommendation of a change in ownership of the lot.
Section 4: Annual Meetings. The purpose of the Annual Meeting of the Members is to elect directors and to transact such other matters as may properly come before the members. The Annual Meeting of the Members shall be held at the time and place designated by the Board of Directors. Failure to hold the Annual Meeting of the Members at the designated time shall not work a forfeiture or dissolution of the Association. The First Annual Meeting of the Members shall be held on the first Tuesday following the first Monday in the month of November at 7:00 p.m. at such place as may be designated by the Board of Directors. In the event an annual meeting falls on a legal holiday it shall occur on the first day following such holiday.
Section 5: Special Meetings. Special Meetings of Members may be called by the President or by a majority of the Board of Directors in an office or by members owning 25% or more of the outstanding votes of the Association. The purpose of each Special Meeting shall be stated in the notice and may only include purposes that are lawful and proper for members to consider.
Section 6: Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten (10) days or no more than sixty (60) days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary or the person calling the meeting to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the record of the Association with postage thereon prepaid.
Section 7: Waiver of Notice. A written Waiver of Notice signed by a member, whether before or after the meeting, shall be the equivalent of giving such notice. Attendance of a member at a meeting shall constitute waiver of notice of such meeting, except when the member attends for the purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 8: Action Without Meeting. Any action of the members may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by a majority of the members of the Association. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those members who have not consented in writing.
Section 9: Quorum. The presence at the meeting of members or qualified proxies as more fully set forth herein of 60% of the total voting members shall constitute a quorum. If, however, a quorum is not present at any meeting, the voting members who are present may adjourn such meeting and reschedule such meeting until a quorum can be represented.
Section 10: Proxies. Each member entitled to vote at a Meeting of Members or to express consent or descent without a meeting may authorize another person or persons to act for him by Proxy. Every Proxy shall be in writing and shall be signed by the member or his otherwise duly authorized attorney-in-fact. No Proxy shall be valid for a period of more than six (6) months from the date of its issuance and may be revoked by the Member at his pleasure at any time upon revoking the same in writing.
ARTICLE IV.
BOARD OF DIRECTORS
Section 1: General Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws, and South Dakota law, all corporate power shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the Association shall be controlled by the Board of Directors.
Section 2: Directors. The number of directors shall be the number of directors elected from time to time in accordance with these Bylaws, but shall never be less than three (3) nor more than five (5), absent an amendment to these Bylaws. The directors shall be members of this Association holding either Class A or Class B membership interest. At the first Annual Meeting of the Members, the members shall elect one (1) director for a one-year term, one (1) director for a two-year term, and one (1) director for a three-year term. In the event that it is determined that the Board of Directors shall consist of more than three (3) individuals, any additional directors shall be elected for two-year terms and three year terms accordingly. At each subsequent annual meeting, the members shall elect the number of directors whose terms are expiring as of that date and each newly member shall be elected for a three-year term.
Section 3: Annual Meetings. The Board of Directors shall hold its annual meeting at the same place as and immediately following each Annual Meeting of the Members for the purpose of election of officers and the transaction of such other business as may come before the meeting. If a majority of the directors are present at the Annual Meeting of Members, no prior notice of the Annual Meeting of the Board of Directors shall be required. However, another place and time for the meeting may be fixed by written consent of all directors.
Section 4: Regular Meetings. Regular meetings of Board of Directors may be held without notice at such time and at such place as may be determined from time to time by the Board of Directors.
Section 5: Special Meetings. A Special Meeting of the Board of Directors may be called by any member of the Board.
Section 6: Action Without Meeting. Any action of the Board of Directors may be taken without a meeting if a consent in writing setting for the action so taken signed by all Directors is filed with the Minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
Section 7: Quorum. A majority of the Directors in office shall constitute a quorum for the transaction of business. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum can be obtained.
Section 8: All Vacancies. A vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though it is less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office until the next election of Directors by the members. A director=s position shall not pass as the result of the sale or transfer of a lot owned by a director/member.
Section 9: Removal. Any director may be removed from the Board of Directors by a majority of the voting members. In the event of a resignation, removal, or death of a director, their successors will be selected from the remaining members of the Board who shall serve the unexpired terms otherwise set forth herein.
Section 10: Compensation. No member of the Board of Directors shall receive compensation for any service rendered to the Association. However, a director may be reimbursed for actual out-of-pocket expenses incurred in the performance of his duties.
Section 11: General Duties of the Board of Directors.
A. Annual Report. The Board of Directors shall be responsible to insure than an Annual Report to the members of the Association is presented not later than four (4) months after the close of each fiscal year of the Association. Each report shall include a Balance Sheet as of the close of the fiscal year of the Association and Revenue and Disbursement Statement for the year ending on such closing date. Such financial statements shall be prepared in accordance with the books of the Association.
B. Monthly and Annual Assessment. The Board of Directors shall fix the amount of the Annual and Monthly Assessments against each lot however, nothing herein shall allow for an Assessment of any type upon the Class C Members at least thirty (30) days in advance of each annual assessment. Without limitation, the annual assessment shall be that sum determined by the Board of Directors sufficient to cover the annual capital and maintenance expenses associated with the operation of those facilities or services provided to the Owners including, but not limited to, normal maintenance, repairs, snow removal and sanding, taxes, insurance and such other costs associated with the Sewer Lots, Reservoir Lots, Well Lots, or such other lots or property (real or personal) held for the benefit of the Owners, the Subdivision, or the Association, hereinafter ?Common Lots?. Said written notice of the same to every owner subject thereto at least thirty (30) days in advance of each annual assessment. The Board of Directors shall be responsible to foreclose against any liens against any property for assessment which are not paid within thirty (30) days after their due date or to bring an action or cause an action to be brought against the owner personally obligated to pay the same. To the extent the Association owns any real or personal property insure to make certain the same is properly insured.
C. Inspection of Corporate Records. Any person who is a voting member of the Association shall have a right for any proper purpose and at any reasonable time and written demand to examine and make copies of any relevant books and records associated with the Association.
ARTICLE V.
OFFICERS
Section 1: Officers. The officers of this Association shall be the President, Vice President, and Secretary/Treasurer, each of whom shall be elected by the Board of Directors. The failure of the Board of Directors to elect a President, Vice President and/or Secretary/Treasurer shall not affect the existence of the Association.
Section 2: Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at its meeting after each Annual Meeting of the Members. Each officer shall hold office until a successor shall be duly elected and shall have been qualified or until his or her death, resignation, or removal.
Section 3: Removal. Any officer may be removed from the office at any time with or without cause, upon the affirmative vote of the majority of the Board of Directors, whenever in their judgment, the best interest of the Association will be served. In the event an officer/Board of Director sells his or her lot and the property, he or she will cease to be a member of the Board and an officer.
Section 4: Duties. The duties of an officer are as follows:
A. President. The President shall preside at all meetings of the Board of Directors and shall see that all orders and resolutions of the Board are carried out, shall sign or cause to have signed all contracts, or other written documents appropriately to be signed on behalf of the Association.
B. Vice President. The Vice President shall act in the place instead of the President in the event of his absence, inability or refusal to act, shall exercise the discharge of other duties as appropriate and required by the Board of Directors.
C. Secretary/Treasurer. The Secretary/Treasurer shall record the votes and keep the minutes of all meetings and proceedings of the Board and shall keep the corporate seal of the Association and shall affix to any appropriate papers. The Secretary/Treasurer shall also receive and deposit in the appropriate bank account all monies of the Association and shall disburse such funds as directed by a resolution of the Board, shall sign all checks or other instruments that may be appropriate directed by the Board.
ARTICLE VI.
MAINTENANCE ASSESSMENTS
Section 1: Creation of Lien and Personal Obligation of Assessment. Until such time as the same has been changed by the Board of Directors, the Declarant, and each owner of any lot or dwelling located within the Real Property shall have a lien against their lot and an associated personal obligation to satisfy the lien for the following:
A. Annual Assessments and/or Monthly Assessments; and
B. Special Assessment for capital improvements and services to be established and collected as hereinafter provided.
C. The Annual and/or Monthly and Special Assessments together with interest, costs, and reasonable attorney fees shall be a charge on the land against each lot to the extent it is not paid, and should be a continuing lien upon such lot until it has been paid. Such lien shall be a personal obligation of the person who was the owner at the time of the assessment. Personal obligations of any assessment shall not pass to the successor in interest to such property unless it is expressly assumed by them.
Section 2: Purpose of the Assessment. The assessment levied by the Association shall be used exclusively to promote the purposes of the members.
Section 3: Annual and Monthly Assessments. Until June 1 of the year immediately following the conveyance of the first lot to an owner, other than the Declarant, the maximum monthly assessment shall be $______ per lot.
A. From and after June 1 of the year immediately following the conveyance of the first lot to an owner, the annual and/or monthly assessment shall be set by the membership at their annual meeting.
B. Declarant shall not be levied any type of assessment for any lot while under development or construction. The assessment shall be first levied on each lot when the Declarant conveys such lot to the first Class A owner of such lot.
C. In the event that while Class B membership still exists, assessed fees collected for the Association fail to adequately meet normal expenses, then Declarant must pay fees on lots included in the property, up to one-third (1/3) of the applicable share of each lot, however, the Board of Directors shall have a good faith obligation to make certain their monthly and/or annual assessments are sufficient without any assessment against the Class B membership.
D. No assessment shall be levied against the Class C members.
Section 4: Assessments. Assessments may be used for the improvement and maintenance of the roads, snow removal, wells, water system, sewer/septic system, Reservoir Lots, Well Lots and Sewer Lots, inclusive of insurance, taxes and maintenance services and facilities devoted to this purpose and related to the use and enjoyment of the properties including but not limited to:
A. All operating expenses of the Association for these items/matters identified herein and such other services as the Association may determine from time to time, including any and all costs associated with the ownership, repair, maintenance or replacement as it concerns the Common Lots;
B. The cost of funding replacement and general operating reserves as established by the Association.
Section 5: Special Assessments. The Association may levy additional special assessments as it deems necessary and appropriate under the circumstances upon a vote of the Board of Directors, as more fully set forth in the Covenants.
Section 6: Uniformity of Assessments. Except as otherwise provided in the Bylaws or the Covenants, all assessments shall be levied at a uniform rate as to each applicable lot, except as it concerns lots owned by Class C members.
Section 7: Date of Commencement. Assessments provided for herein shall commence on the first day of the month immediately following the filing of the Warranty Deed for each applicable lot.
ARTICLE VII.
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of each year except the first fiscal year shall begin on the date of incorporation.
ARTICLE VIII.
CORPORATE SEAL
The Association shall have a corporate seal which identifies the name of the corporation.
ARTICLE IX.
INDEMNIFICATION
The Association shall indemnify and hold harmless each officer and director, to the full extent permitted under South Dakota law.
ARTICLE X.
AMENDMENTS
These Bylaws may be altered, amended, or replaced and new Bylaws may be adopted by the Board of Directors, provided any Bylaws or amendments thereto are adopted by the Board of Directors may be altered, amended, or repealed by a vote of the members, or new Bylaws new thereof may be adopted by the members.
These bylaws are deemed approved and accepted by all of the stockholders, officers and directors of the corporation as of the _____ day of November, 2005.
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Dean Kelly
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Ryan Kelly
[Kelly, Ryan (05N309)/Documents] |
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