BYLAWS
SADDLEBACK LAKE ESTATES OWNER’S ASSOCIATION
ARTICLE I
OFFICES
Section 1. The registered office shall be in the Town of Hennessey, County of Kingfisher, State of Oklahoma.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 1. Meetings of shareholders (referred to “as Owners” in Article I, Section 2 of the Restrictive Covenants) for any purpose may be held at such time and place, within the Town of Hennessey, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meeting of shareholders, commencing with the year 2007, shall be held on or before March 31st, at which time they shall elect by a plurality vote of those present a board of directors and officers, and transact such other business as may be properly brought before the meeting.
Section 3. Written notice of the annual meeting, stating the place, date and house of such meeting and agenda, shall be given to each shareholder entitled to vote not less than five (5) days nor more than thirty (30) days before the date of the meeting unless otherwise required by law, unless the Covenants provide otherwise.
Section 4. The Secretary shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the election, at a place within the Town of Hennessey, Oklahoma. The list shall be produced and made available during the meeting and subject to the inspection of any shareholder who may be present.
Section 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the Covenants or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the board of Directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting of shareholders, stating the place, date, hour and the purpose or purposes thereat, not less than ten (10) days before the date fixed for the meeting unless otherwise required by law.
Section 7. Business transacted at any special meeting or the shareholders shall be limited to the purpose stated in the notice.
Section 8. Ten (10) stockholders present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the Covenants.
Section 9. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Covenants a different vote is required, in which case such express provision shall govern and control the decision of such question.
Section 10. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each Lot having voting power held by such shareholders. To be qualified to vote, a shareholder must be current in payment of assessments and a legal owner of one lot in the addition. Stock certificates will not be issued; the filing of the warranty deed declaring ownership shall entitle owner to be a Class A Stock Member.
Section 11. Due to large expenditures of funds by the Declarant (as referred to in Article I, Section 7 of the Restrictive Covenants) in the development of the Lake Area as per the recorded plat dated and filed of record on December 13, 2006, with the County Clerk of Kingfisher County, Oklahoma, the Declarant is exempt from all association assessments. However; if by vote, the association determines that an expenditure for an improvement is warranted and the association members and Declarant would benefit from such improvement, then based on the number of lots still owned (percentage) by the Declarant at the time of an expenditure for Lake Improvements, the Declarant would be responsible for that same percentage of the expenditure. (Example: If Declarant owns 50% of the remaining platted lots at the time of the expenditure is necessary, the declarant would be responsible for 50% of the costs of that expenditure). Any and all future development (excavation and top dressing) of the Lake Area will be the sole responsibility of the Declarant.
ARTICLE III
DIRECTORS
Section 1. The number of directors, which shall constitute the whole Board, shall be not less than five (5) nor more than seven (7). As of March 15, 2007, the Board shall consist of five (5) directors, providing that there are 5 members owning lots. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the shareholders at the annual or a special meeting of the shareholders. The directors shall be elected at the annual meeting of shareholders. Each director elected shall hold office for three (3) year terms until such director’s successor is elected and qualified, or until such director’s earlier resignation or removal. Directors must be shareholders.
Section 2. Except as provided in Section 14 of this Article III, vacancies and newly created directorships resulting from any increase in the authorized numbers of directors by the directors may be filled by a majority of the directors then in office, though less than a quorum, and any director so chosen shall hold office until the next annual election and until such director’s successor is duly elected and shall qualify, unless such director resigns or is removed.
Section 3. The business of this corporation shall be managed by it’s Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by the covenants, the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. This association has no authority or responsibility to develop future land for any reason nor can be liable for costs associated with such developing of this development. This association has no authority to borrow money without a resolution to do so. Future development will be the choice, decision and the responsibility of the Declarant to complete future developing in this subdivision. Declarant has the right to sell any and part of all land owned outside the recorded platted area.
Section 4. The Board of Directors of the corporation may hold meeting, both regular and special.
Section 5. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Three (3) days’ notice of all regular meetings shall be given, and such notice shall state the place, date and hour and the business to be transacted and purpose of such meeting.
Section 6. Special meetings of the Board may be called by the President on one (1) days’ notice to each director either personally or by mail. Special meetings shall be called by the President and Secretary in like manner and on like notice on the written request of two (2) directors. Notice of any special meeting shall state the place, date, hour and the business to be transacted and the purpose of such meeting.
Section 7. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 8. The Board of Directors may, by resolution, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors and/or stockholders of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name of names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 9. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 10. Members of the Board of the Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.
Section 11. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section 12. The directors may be paid for (reimbursed) their out-of-pocket expenses, but are to serve as Directors without compensation.
Section 13. The Board of Directors at any time may, by affirmative vote of a majority of the member of the Board then in office, remove any officer elected or appointed by the Board of Directors for cause or without cause.
Section 14. Any director may be removed, for cause or without cause, by a majority vote of the shareholders entitled to vote for the election of such director at any annual or special meeting of the shareholders. Upon such removal of a director, the shareholders (and not the remaining directors) shall elect a director to replace such removed director at the same shareholder’s meeting at which such removal took place or at a subsequent shareholders’ meeting.
ARTICLE IV
Section 1. Notices to directors and shareholders shall be in writing and delivered personally or mailed to the director or shareholder at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United State mail, postage prepaid.
Section 2. Whenever any notice is required to be given under the provisions of the law or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen the Board of Directors and shall, at a minimum, consist of a President and a Secretary. The Board of Directors may also choose additional officers, including a Chairman or Vice Chairman of the Board of Directors, one or more Vice Presidents who may be classified by their specific function, a Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. The Board of Directors at its first meeting and after each annual meeting of shareholders shall choose such other officers and agents as it shall deem necessary.
Section 3. No officer shall receive a salary or other compensation for his or her time with the exception of the treasurer. He/she shall be paid on an hourly basis at the current minimum wage from the funds of the association. An invoice must be presented to the officers and approved for payment.
Section 4. No officers of the corporation may succeed himself except the Treasurer. A vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
Section 5. The Chairman, or, in the absence of the Chairman, a Vice-Chairman of the Board of Directors, if chosen, shall preside at all meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and, unless a Chairman or Vice-Chairman of the of the Board has been chosen, at all meetings of the Board of Directors, and shall have general and active management of the business of the corporation and shall see that all orders and resolution of the Board of Directors, are carried into effect.
Section 7. The President shall execute contracts of the corporation except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
Section 8. The Vice-President, or if there shall be more than one, the Vice-Presidents, in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. Additionally, the Secretary shall have custody of the corporate seal of the corporation, and the Secretary or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by the Secretary’s signature.
Section 10. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors from time to time prescribe.
Section 11. The Treasurer, if one is chosen or, if not, the Secretary, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name of and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
Section 12. The Treasurer, if one is chosen or, if not, the Secretary, shall disburse the funds of the corporation as may be ordered by the Board of Directors taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions performed by the Treasurer (or Secretary, as the case may be) and of the financial condition of the corporation.
Section 13. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall perform such other duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
ARTICLE VI
Section 1. The Board of Directors shall present at each annual meeting and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the corporation.
Section 2. The fiscal year of the corporation shall be January - December.
Section 3. The books of account and other records of the corporation may be kept (subject to any provisions of the Oklahoma law) at the principal place of business and chief executive office of the corporation.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
To the extent and in the manner permitted by the laws of the State of Oklahoma and specifically as is permitted under Section 1031 of Title 18 of the Oklahoma Statutes, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlements.
ARTICLE VIII
AMENDMENTS
The Bylaws may be amended or repealed, or new bylaws may be adopted, by the shareholders or by the Board of Directors at any regular meeting of the shareholders or of the Board of Directors, or at any special meeting of the shareholders or of the Board of Directors if notice of such amendment, repeal, or adoption of new bylaws be contained in the notice of such special meeting.
APPROVED AND RATIFIED as of this ___________ day __________________, 2007, by the undersigned, President of the Corporation.
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President, Kevin Fuksa