80 SPRING COVE DR • GOREVILLE, ILLINOIS 62939
BY-LAWS — REVISED APRIL 2007
ARTICLE I. NAME AND PURPOSE:
The name of this organization shall be the Eagle Point Bay Association. Incorporated; hereinafter referred to as the Association. The principal office of the Association shall be located in the State of Illinois, County Of Johnson. The purpose of this Association shall be:
to represent the common interest of the Association members as property owners of Eagle Point Bay.
to plan and implement activities related to the health, safety and general quality of life of Association members as property owners of Eagle Point Bay.
to promote a sense of community among property owners of Eagle Point Bay and to encourage their membership and participation in the Association.
ARTICLE II. MEMBERSHIP:
SECTION 1. Classes of Members:
The Association shall have one class of members and the qualifications and rights of each member who must be a property owner in Eagle Point Bay subdivision in the State of Illinois, County of Johnson, whose dues to the Association are current.
SECTION 2. Dues:
Each member as a property owner shall pay an initial joining fee of thirty-five ($35 00) dollars, which includes the dues for the fiscal year in which the membership is purchased. Further annual dues shall be paid into the treasury of the Association on or before the Annual Meeting in the amount specified by the by-laws.
Renters from property owners in Eagle Point Bay and property owners in Eagle Point Bay who do not wish to become members of this Association may pay a maintenance fee of thirty-five ($35.00) dollars for use of the beach and park facilities. This fee does not entitle the above-mentioned ownership of a dock at the mooring facilities. This fee does not confer voting privileges.
SECTION 3. Voting Rights:
Each member shall be entitled to one vote per paid-up membership on each matter submitted to a vote of the members, e.g. if a husband and wife or two or more individuals hold a membership jointly, only one of them may vote.
SECTION 4. Termination of Membership:
Upon sale or transfer of all of a member's property in the above named subdivision. his or her membership shall automatically cease; however, the transferee therein shall become a member upon payment of the initial joining fee and upon notification by the Board of Directors of his/her qualifying property.
SECTION -5. Fiscal Year:
The fiscal year of the Association shall begin March 1 and end on the last day of February of each year.
ARTICLE III. MEETINGS:
SECTION 1. Annual Meeting:
An annual meeting of the Association members shall be held on the first Saturday in March after the close of each fiscal year as outlined in Article II, Section 5 of these by-laws. This meeting shall be held at the Eagle Point Bay Association building at 10:00 A.M. The purpose of this meeting is election of directors as required by Article IV, Section 2 of these by-laws and the transaction of such other business that may come before the meeting.
SECTION 2. Special Meetings of Members:
Special meetings of the members may be requested by the President, the Board of Directors, or not less than one-third (33 1/3 %) of the membership having voting rights. Requests for meetings shall be in writing to the Board of Directors and must state the purpose of the meeting. Upon receiving a request, the Board shall designate the date, time and place of the special meeting.
SECTION 3. Notice of Meetings of Members:
Written notice stating the purpose, place, day and hour of such meetings of members shall be delivered by mail to each member not less than thirty (30) days prior to such meetings of members as set forth in Section 1 and Section 2 of this Article.
SECTION 4. Quorum:
When proper notice has been given of any meeting of the Association, the members in attendance of said meeting shall be considered a quorum.
Section 5. Procedure: (The Modern Edition 1989)
Robert's Rules of Order, revised, shall be used as a guideline in deciding all procedural and parliamentary issues in question at all meetings of the Association.
SECTION 6. Amendments to By-Laws:
The initial by-laws of the Association shall be adopted by the membership. These by-laws may then be altered, amended or repealed and new by-laws adopted by a majority of the membership at any regular meeting or at any special meeting, if at least thirty (30) days written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
ARTICLE IV BOARD OF DIRECTORS:
SECTION 1. General Powers:
The affairs of the Association shall be managed by its Board of Directors. Directors must be duly paid-up members of the Association and must attend a minimum of seven (7) regular board meetings per fiscal year.
SECTION 2. Election of Members of Board of Directors, Tenure and Issues:
The Board of Directors shall consist of up to twelve (12) members. The term of board members may not exceed three (3) years and a board member may not serve more than two (2) consecutive terms. Due notice of any election of Board of Director must be given by advertisement in a newspaper, personal notice to the members or on a day stated in the minutes of the board one month preceding the election. Each qualified voting member of the Association will be entitled to vote in person, or any person (qualified voter) who is unable to be present at the meeting may request from the Secretary of the Association an absentee ballot. This ballot must be signed, sealed in the prescribed manner and in the hands of the Secretary not later than the time of voting. The result will be determined by a majority of the votes cast. All board members shall hold office until their successors are duly elected and qualified. All candidates for the board must have been a member in good standing of the Association for not less than one year preceding the date of election.
SECTION 3. Regular Meetings
A regular annual meeting of the Board of Directors shall be held without further notice than this by-law; immediately after and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution. Board meetings will be posted on the designated sign in front of the Eagle Point Bay Association building. Regular business of the Board of Directors will be conducted first, then under the good of the Association. members may request to speak by notification when they sign in on the attendance sheet on entering meeting hall. The Chairperson of the board shall recognize those wishing to speak and will be in charge of this section of the meeting. He/she may limit the time each member speaks. The Board of Directors desire to know the wishes of the majority of the members and may poll those in attendance on subjects brought to the floor for consideration of board action. Status of the board's action will be reported at the next regular meeting.
SECTION 4. Special Meetings:
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings or the board may affix any place for holding any special meeting of the board called by them.
SECTION 5. Notice:
Notice of any special meeting of the Board of Directors shall be given at least twenty-four (24) hours notice previous thereto by telephone or personal contact.
SECTION 6. Quorum:
At least thirty three and one third percent (33 1/3%) of the filled positions of the Board of Directors shall constitute a quorum to make any meeting official and approve financial reports and minutes only. At least fifty percent (50%) of the filled positions of the Board of directors shall constitute a quorum for all other business of the board.
SECTION 7. Manner of Acting:
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 or by these by-laws.
SECTION 8. Vacancies:
Any vacancies occurring in the Board of Directors shall be filled by the Board of Directors. A Director designated to fill a vacancy shall complete the unexpired term of his/her predecessor.
SECTION 9. Compensation:
Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director from serving the Association in ally other capacity and receiving compensation therefore.
SECTION 10. Removal:
Any Board of Director member in arrears in payment of his/her dues or who has missed six (6) regular board meetings during any fiscal year shall be removed at the board's discretion. Any Board of Director member who falls to fulfill his/her designated duties may be removed from the board by action of a two-thirds (2/3) vote of the full board.
ARTICLE V. OFFICERS:
SECTION 1. Officers:
The officers of the Association shall be President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers. including one or more assistant secretaries and one or more assistant treasurers as it may deem desirable; such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. No more than two (2) offices may be held by the same person, except the offices of President and Secretary.
SECTION 2. Election and Term of Office:
The officers of the Association shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
SECTION 3. Removal:
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but any such removal shall be without prejudice to the contract rights, if any, of the officers so removed.
SECTION 4. Vacancies:
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. President:
The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business affairs of the Association. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the Association contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Association and in general he/she 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 6. Vice-President:
In the absence of the President or in the event of his/her inability to act or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-President in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors.
SECTION 7. Treasurer:
The Association shall bond the Treasurer for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these by-laws, and in general perform all the duties as incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. He/she shall present an annual financial statement to the members of the Association and be prepared to submit his/her record books for auditing by an impartial Auditing Committee not consisting of Board of Directors members, as deemed necessary by the Board of Directors or as called for by members.
SECTION 8. Secretary:
The secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and in general perform all duties incident to the office of secretary and such other duties as from time to time be assigned to him/her by the President or by the Board of Directors. The secretary may be compensated as determined by the Board of Directors.
SECTION 9. Combining Offices:
The Board of Directors shall have the option of combining the offices of Treasurer and Secretary when they deem it necessary.
ARTICLE VI. CONTRACTS, CHECKS, DEPOSITS AND FUNDS:
SECTION 1. Contracts:
The Board of Directors may authorize any officer or officers, agent or agents of the Association. in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to special instances.
SECTION 2. Checks, Drafts, etc.:
All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Association.
SECTION 3. Deposits:
All Funds of the Association shall be deposited from time to time to the credit of the Association in Such banks, trust companies, and other depositories, as the Board of Directors shall select.
SECTION 4. General Powers:
The Association shall have the power to purchase, take, receive, lease as lessee, take by gift, devise or bequest, or otherwise acquire and to own, hold, use and otherwise deal in and with any real or personal property or any interest therein. The Association shall also have the power to sell, convey and to lease as lessor. In order to dispose of the major real properties of the Association such as the Association Building. Parks and Beach a vote of the membership would be required at any regular or special meeting with not less than thirty (30) days notice being delivered by mall to members. The Association shall have the authority to take any other action for the betterment of the property owners of Eagle Point Bay Subdivision.
ARTICLE VII. CERTIFICATES:
SECTION 1. Certificates of Membership:
The Board of Directors may provide for the issuance of certificates evidencing membership in the Association, which shall be in such form as may be determined by the board. Such certificates shall be signed by an officer of the board as determined by the board. The name and address of each member and date of issuance of the certificate shall be entered on the records of the Association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
SECTION 2. Issuance of Certificates;
When a member has been elected to membership and has paid the joining fee and any dues that may then be required, a certificate of membership shall be issued in the member's name and delivered to the member by the secretary.
ARTICLE VIII. BOOKS AND RECORDS:
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, his/her agent, or attorney for any proper purpose at any reasonable time designated by the Board of Directors.