By-Laws

What follows is a best-effort representation of the By-Laws Of Brookhill Homes Association, with subsequent updates and corrections inserted where appropriate. This document may contain errors when compared to the official legal records, so refer to those for the correct and final word.

A Not for Profit Corporation Organized under the Laws of the State of Missouri

ARTICLE I: Definitions

SECTION 1

“ASSOCIATION” shall be defined as BROOKHILL HOMES ASSOCIATION, INC., a not-for-profit corporation organized and existing under the laws of the State of Missouri.

SECTION 2

“DISTRICT” shall be defined as all of the lots in the platted subdivisions of BROOKHILL subdivision in Clay County, Missouri, and any future lots added to BROOKHILL subdivision and which are subjected to the terms of the Homes Association Declaration recorded in Volume 1526 at Page 297 in the Office of the Clay County Recorder of Deeds. Upon the recording of any instrument subjecting additional lands to said Declaration, then the term “DISTRICT” shall thereafter be defined as all land which shall from time to time be subjected to the terms of the original Declaration.

SECTION 3

“IMPROVED PROPERTY” shall be defined as a single tract under a single ownership and use, and on which tract a residence has been erected or is in the process of erection, or on which any other building not in violation of the restrictions then of record thereon is erected or in the process of erection. Any other land shall be deemed to be vacant and unimproved.

SECTION 4

“PUBLIC PLACE” shall be defined as all streets, park areas, swimming pool, service areas and other common areas, and all similar places the use of which is dedicated to or set aside for the use of the general public, or limited to the general use of all of the owners with the district, or which may, with appropriate consent, be used by all of the owners of the district.

SECTION 5

“OWNERS” shall be defined as those persons or corporations who may from time to time own the land within the district, including co-tenants, joint venturers, partners or other owners of undivided interests. The term shall also include purchasers under a recorded Contract for Deed, but shall not Include mortgagees or other holders of any security interest.

SECTION 6

“MEMBER” shall be defined as every owner of a lot within the district, and such membership shall be appurtenant to and not separated from the ownership of any lot or interest therein.

SECTION 7

“LOT” shall be defined as that area within the district which pertains to the single dwelling units under single ownership. Generally such “Lots” will be synonymous with the lots as platted in the subdivisions of BROOKHILL, but in the event that property lines are other than along platted lot lines, the property lines shall control in determining the extent and location of the “Lot” for purposes of these By-Laws.

SECTION 8

“DECLARATION” shall refer to the Homes Association Declaration filed in Volume 1526 at Page 297 in the Office of the Clay County Recorder of Deeds pertaining to BROOKHILL subdivision.

SECTION 9

“DEVELOPER” shall refer to MILL CREEK OF KANSAS, INC. a Kansas corporation which is the developer of the BROOKHILL subdivision.

ARTICLE II: Office of the Corporation

The principal office for the transaction of the business of the corporation is hereby located at Milton Thompson Road, R.R.#, Lee’s Summit, Missouri 64063. The Board of Directors is hereby granted full power and authority to change the principal office from one location to another.

ARTICLE III: Membership

SECTION 1

Every “owner” of a “lot” included within the “District,” together with the “owners” of any other land which may from time to time be made subject to all of the terms and provisions of the “declaration,” shall be members of the “association,” and no “owner” shall be permitted or allowed to disclaim said membership and the duties, obligations and benefits thereof nor withdraw from the “association” for any reason; provided, that the foregoing is not intended to include persons or entities who hold an interest in a “lot” or “lots” merely as security for performance of an obligation. The “association” shall be the sole judge of the qualifications of its members and of their rights to participate in its meetings and proceedings.

SECTION 2

The exercise of the rights of membership are subject to the payment of annual and special assessments levied by the “association,” the obligation of which assessments are imposed against each “lot” upon which a dwelling has been erected and is occupied, provided always, however, that any “lot” upon which the “developer” has erected a dwelling for sale shall be exempt from any such assessments until said “developer” has sold such “lot” and dwelling and such dwelling is occupied. Such assessments shall become a lien on the property against which such assessments are made as provided by Section 5 of the “declaration” to which the “district” is subject.

SECTION 3

The membership rights, including but not limited to voting rights and the use and enjoyment of any “public place,” of any person whose interest in the “district” is subject to assessments under Section 2 above of these By-Laws may be suspended by action of the Directors during the period assessments remain unpaid; but, upon payment of such assessments, his or her rights and privileges shall be automatically restored. The Directors may adopt and publish rules and regulations governing the use of any “public place,” and the personal conduct of any person thereon, and in the event of violation or breach of such rules and regulations the Directors may, in their discretion, suspend the rights of any such person for violation of such rules or regulations, such suspension period not to exceed thirty (30) days.

ARTICLE IV: Membership Meetings

SECTION 1. ANNUAL MEETINGS

Each regular annual meeting of the members shall be held during the month of November on a date and time to be selected by the Board. The Board will endeavor to avoid scheduling the meeting on a holiday.¹

SECTION 2. SPECIAL MEETINGS

Special meetings of the members, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors or by members holding not less than one-fifth (1/5) of the voting power of the corporation. Except in special cases where expressed provision is made by statute, notice of special meeting shall contain a brief statement of the subject matter to be considered at such special meeting as well as the date, hour and place thereof.

SECTION 3. NOTICE OF MEETINGS

No notice of the regular annual meetings of the membership shall be required. Each member shall register with the corporation his mailing address, and it shall be the obligation of each member to notify the corporation in writing of any change of address so that the address registration of each member shall be maintained by the corporation at all times. Unless otherwise specified in these By-Laws, any notices required to be sent to members shall be mailed no less than ten (10) days no more than thirty (30) days before the date of any special meeting or event which is the subject matter of such notice, and notices shall be mailed to the last registered address of each member. After mailing, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Registered members with postage prepaid. Waiver by a member in writing of notice of a meeting, signed by him, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Attendance by a member without objection to the notice, whether in person or by proxy, at a meeting shall constitute a waiver of notice of the meeting.

SECTION 4. ADJOURNED MEETINGS

Any membership meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by a majority of those in attendance either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting. When any membership meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of a special meeting.

SECTION 5. QUORUM

The presence at the meeting of members entitled to cast, or of proxies entitled to cast, ten (10) total votes of the membership shall constitute a quorum for any action governed by these “By-Laws.” Any action governed by the Articles of Incorporation or the “Declaration” shall require a quorum as therein provided.

SECTION 6. PROXIES

At all general and special membership meetings, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary prior to the time for voting on any motion or resolution. No proxy shall extend beyond a period of eleven (11) months from the date of the filing of the proxy with the secretary. Every proxy shall automatically expire upon sale by the member of his interest in the real estate, other form of termination of membership, or suspension of voting rights. The form of written proxy shall be determined by the Board of Directors and approved by the secretary.

SECTION 7. VOTING

Each member of the corporation shall be entitled to vote at any general or special meeting of the membership. The owners of all interests in one “lot” shall be entitled to one vote. Whenever more than one individual or entity holds an interest in any one “lot,” all such individuals or entities shall be members and the vote for such “lot” shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any one “lot” nor shall fractional votes be counted.

ARTICLE V: Board of Directors

SECTION 1. COMPOSITION AND TERMS OF OFFICE

At any time prior to the first annual meeting of Members, the Incorporator may elect or by instrument designate as interim Board of Directors composed of one or more directors to hold office until the first annual meeting of Members. The interim Board of Directors may elect officers and do any further acts to perfect the organization and otherwise conduct the regular business of the “Association” until the first annual meeting of members when a new Board of Directors shall be initially elected. Such initial Board elected at the first annual meeting of members shall also consist of nine (9) directors, five (5) of whom shall serve from their election at the first meeting of the “Association,” for one (1) year until the second annual meeting, and four (4) of whom shall serve for a period of two (2) years from the first meeting of the “Association” until the third annual meeting. At the first annual meeting of the Association of four (4) candidates for directors receiving the highest number of votes shall become the directors to serve a term of two (2) years, and the five (5) candidates receiving the fifth, sixth, seventh, eighth, and ninth highest number of votes shall be elected directors to serve a term of one (1) year until the second annual meeting. At the expiration of the terms of the original elected directors, their replacements shall be elected for terms of two (2) years at the annual meetings of the “Association.” The number and term of the directors for the “Association” may be changed by a vote of not less than two-thirds (2/3) of the votes cast at any annual meeting and enacting such amendment to these By-Laws or at any special meeting called for such purpose, provided that the number of directors shall always be an odd number.

SECTION 2. NOMINATION AND ELECTION

Election to the Board of Directors shall be by written ballot as hereinafter provided. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of these By-Laws. Each vacancy shall be voted upon in a separate election and the candidate elected must receive a majority of the votes cast. Nominations for election to the Board of Directors shall be made by nominating committee which shall be one of the standing committees of the “Association.” Nominations may also be made from the floor at the annual meeting. The nominating committee shall consist of a chairman, who shall be a member of the Board of Directors, and two (2) or more members of the “Association.” The nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each such annual meeting. The nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members as the committee in its discretion shall determine. At the annual meeting at which such election is being held, the ballots shall be counted and collected, and the results of such election announced at the meeting.

SECTION 3. VACANCY AND REPLACEMENT

In the event that any member of the Board of Directors of the “Association” shall be absent from three (3) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which such third absence occurs, declare the office of said absent director to be vacant. The vacancy shall be filled by membership election at a special meeting with notice mailed to the membership of the purpose of such special meeting. The nominating and election procedure shall be the same as for annual meetings.

SECTION 4. NO COMPENSATION TO DIRECTORS

No Directors shall receive compensation for any service he or she may render to the Association. However, any Director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.

SECTION 5. POWERS AND DUTIES

The Board of Directors shall have power and duties as follows:

1. To call special meetings of the members whenever it deems necessary and the obligation to call a special meeting at any time upon written request of one-fifth (1/5) of the voting Membership as provided in Article IV, Section 2.
2. To appoint and remove at pleasure all officers, agents and employees of the “Association,” describe their duties, fix their compensation, and require of them such security or fidelity bonds as they may deem expedient. Nothing contained in these By-Laws shall be construed to prohibit the employment of any member, officer or director of the association in any capacity whatsoever, subject to the prohibition against any compensation being paid for services as a director of the “Association.”
3. To adopt and publish rules and regulations governing the use of any “public place” or other form of common areas and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
4. To exercise for the “Association” all powers, duties and authorities vested in or delegated to this “Association,” including those referred to in the “Declaration” and the Articles of Incorporation, except those reserved to the members and membership meetings.
5. To cause to be kept a complete record of all of its accounts, acts and corporate affairs, and to present a statement thereof to the membership at any special meeting when such are involved in the subject matter under consideration at such special meeting.
6. As more fully provided in the “Declaration,” to determine the appropriate assessment in advance of the annual meeting, and to recommend the same to the annual meeting for approval by the membership; to prepare and maintain a roster of the ownerships of lots within the district and the assessments applicable thereto, which records shall be kept in the Office of the “Association” and shall be open to inspection to any member; and to send written notice of each assessment to every “owner” subject thereto and prior to the due dates.
7. To issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid.
8. To carry out and enforce all of the duties and ’responsibilities of the “Association” as provided in Section 3 of the “Declaration.”

SECTION 6. DIRECTORS MEETINGS

1. Regular meetings of the Board of Directors shall be held semi-annually on a day, time and place agreed upon by a majority of the Directors.
2. Notice of such regular meetings need not be provided.
3. Special meetings of the Board of Directors shall be held when called by any officer of the Association or by any two (2) Directors after not less than three (3) days written notice to each director.
4. The transaction of any business at any meeting of the Board of Directors, however called and noticed, duly held after regular call and notice of a quorum is present, and, if either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents and approval shall be filed with the corporate records and made a part of the minutes of the meeting.
5. A majority of the Board of Directors shall constitute a quorum thereof.

ARTICLE VI: Officers and their Duties

SECTION 1. ENUMERATION OF OFFICES

The officers of this Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.

SECTION 2. ELECTION OF OFFICERS

The officers shall be chosen by a majority vote of the Directors.

SECTION 3. TERM

All officers shall hold office during the pleasure of the Board of Directors, but the President and Vice President cannot hold such offices beyond their terms as directors.

SECTION 4. SPECIAL APPOINTMENTS

The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

SECTION 5. RESIGNATION AND REMOVAL

Any officer may be removed from office with or without cause by majority vote of the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6. VACANCIES

A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of any designated term of the officer he replaces.

SECTION 7. MULTIPLE OFFICES

The offices of Secretary and Treasurer may be held by the same person. Otherwise no person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

SECTION 8. DUTIES

The duties of the officers are as follows:

1. President – The president shall preside at all meetings of the Board of Directors; shall see to it that orders and resolutions of the Board of Directors are carried out; shall sign all notes, checks, leases, mortgages, security agreements, financing statements, deeds and other written instruments.
2. Vice President – The vice president shall perform all duties of the President in the event of the president’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
3. Secretary – The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all instruments requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses; serve as ex officio secretary of the Board of Directors including the recording of votes and the keeping of minutes of all proceedings in a book kept for that purpose; and shall perform such other duties as required by the Board.
4. Treasurer – The treasurer shall receive and deposit in the appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board; shall sign all checks and countersign all promissory notes of the Association; and shall keep proper books of account and cause an annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year. The treasurer shall also prepare an annual budget and an annual balance sheet statement and the budget and balance sheet shall be presented to the membership at its regular annual meeting.

ARTICLE VII: Committees

SECTION 1

The standing committees of the “Association” shall be:

• The Nominations Committee
• The Architectural Control Committee
• The Beautification Committee
• The Publicity and Welcoming Committee
• The Audit Committee

Unless otherwise provided herein, each committee shall consist of a chairman and two (2) or more members and shall include a member of the Board of Directors for board contact. The committees shall be appointed by the Board of Directors prior to each annual meeting to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at such annual meeting. The Board of Directors may appoint such other committees as it deems desirable.

SECTION 2

The Nominations Committee shall have the duties and functions described in Article V, Section 2.

SECTION 3

The Beautification Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the public places or common areas within the “District.” It shall watch for any proposals, programs, activities which may adversely affect the residential value of the “District” and shall advise the Board of Directors regarding “Association” action on such matters.

SECTION 4

The Publicity and Welcoming Committee shall inform the members of all activities and functions of the “Association” and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of the “Association.” It shall see that all new members are informed, as soon as practical after their arrival and occupancy of the existence and purposes of the “Association,” as well as its powers, the names of its officers, and its existing committees.

SECTION 5

The Audit Committee shall supervise the annual audit of the “Association’s” books by selection and engagement of a certified public accountant, shall prepare and submit an annual budget at the annual meeting of the membership; and shall approve the balance sheet statement to be presented by the treasurer to the membership at the annual meeting. The treasurer shall be an ex officio member of the committee.

SECTION 6

The Architectural Control Committee shall perform those duties, responsibilities and functions imposed by the Declaration of Restrictions applicable to the “District” and which is recorded in Volume 1528 at Page 960 of the Office of the Clay County Recorder of Deeds, which duties, functions and powers were originally reserved by the “Developer,” MILL CREEK OF KANSAS, INC., and which may be delegated and assigned to the “Association” by the “developer.”

SECTION 7

With the exception of the Nominations Committee and Architectural Control Committee, each committee shall have the power to appoint a sub-committee from among its membership and may delegate to any such sub-committee any of its powers, duties and functions.

SECTION 8

It shall be the duty of each committee to receive complaints from members on any matter involving the “Association,” functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director, or officer of the “Association” as is further concerned with the matter presented.

ARTICLE VIII: Books and Records

The books, records and papers of the “Association” shall at all times, during reasonable business hours, be subject to inspection by any of the members.

ARTICLE IX: Fiscal Year

The fiscal year of the “Association” shall begin on the first day of January and end on the thirty first (31st) day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

ARTICLE X: Amendments

SECTION 1

These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, provided that those provisions of these By-Laws which are governed by the Articles of Incorporation or applicable law; and provided further that any matter stated herein to be or which is in fact governed by the Homes Association “Declaration” or the Declaration of Restrictions applicable to the “District” may not be amended except as provided in either of said declarations.

SECTION 2

In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control; and in case of any conflict between the Homes Association “Declaration” or the Declaration of Restrictions applicable to the “District” and these By-Laws, the said declarations shall control.

IN WITNESS WHEREOF, I, being the Incorporator of BROOKHILL HOMES ASSOCIATION, INC., have hereunto set my hand this 10th day of April, 1984.