Bylaws

North Hills Neighborhood Association Bylaws - (PDF)

North Hills Neighborhood Association Bylaws

The Board of Directors of North Hills Owners Association (Corporation) adopts the following Bylaws:

OFFICES

1. The offices of the Corporation shall be at P.O. Box 84863, Lincoln, Nebraska 68501, and at such other places as the Board of Directors may determine.

2. The membership of the Corporation shall be as defined in the Articles of Incorporation and shall be subject to the payment of annual and special assessments made by the Corporation. Rights of membership, including the right to attend and vote in any general or special meeting may be suspended by the Board of Directors during any period for which such assessments remain unpaid. Upon the adoption and publication of rules andregulations governing the use of the Commons, rights of membership may be suspended by the Board of Directors, for a period not to exceed 30 days, for violations of such rules and regulations. Rights of membership may be delegated by any member to any person lawfully residing in Lou within any lot or living unit in which such member holds the interest requisite for membership.

MEETINGS OF THE MEMBERS

3.  Meetings of the members for the election of Directors shall be held at such place as shall be stated in the notice of the meeting. Annual meeting of the members shall be held on the second Wednesday of August each year, if not a legal holiday, and if a legal holiday, on the next secular day. At each annual meeting, the members shall elect Directors for any Director position that has become vacant.

4. At all meetings of the members, those members present and entitled to vote shall constitute a quorum1 for the transaction of business. Voting by absentee ballot is permissible, when specifically approved by the Board (see addendum #1).

5. If no record date is fixed by the Board of Directors, the date on which the notice of the meeting is mailed shall be the record date for the determination of members entitled to Vote.

6. Written notice of the semi-annual meetings shall be delivered by mail or other electronic means to each member entitled to vote at the address which appears on the books of the Corporation, at least ten days prior to the meeting. Temporary signage may also be used to notify and/or remind members of meetings.

7. Special meetings for any purpose may be called by the President, a majority of the Board of Directors, or at the request in writing of one-fifth of the members entitled to vote. The request shall state the purpose of the meeting.

8. Written notice of any special meeting, shall state the purpose of the meeting, and will be

delivered be mail, or e-mail, other electronic means to each member entitled to vote at the address which appears on the books of the Corporation at least ten days prior to the meeting.

9. The act of a majority of the votes of the members present at any meeting or via electronic means, at which there is a quorum, shall be the act of the Corporation, except as may otherwise be specifically provided by statute or these Bylaws.

DIRECTORS

10. The number of Directors shall be at minimum five up to seven. Three Directors shall be elected for a term of three years, two Directors shall be elected for a term of two years, and two Directors shall be elected for a term of one year. Upon expiration of said terms, election shall be for a term of three years. Director vacancies shall be filled by a majority vote of remaining Directors of the unexpired term of the vacant Director position. A Director may be removed by two-thirds of the votes of the members present at a semi-annual meeting of the members, or at a special meeting of the members if the proposed removal is contained in the notice of such meeting. A Director may be removed by the Board at any regularly scheduled meeting of the Board of Directors by a majority vote of the total number of Directors, or at a special meeting of the Board if the proposed removal is contained in the notice of such meeting.

11.  If the office of any Director shall become vacant for any reason, a majority of the remaining Directors, though no less than a quorum, shall choose a successor who shall hold office for the remaining term of the position vacated.

12. The property and business of the Corporation shall be managed by the Board of Directors.

13. Directors shall not receive any stated salary for their services. Valid corporation expenses incurred by Directors in the conduct of corporate business may be reimbursed.

MEETINGS OF THE BOARD OF DIRECTORS

14.  The Board of Directors shall meet immediately following each semi-annual meeting of the members, and no notice of the meeting shall be necessary if a quorum is present.

15. Regular meetings of the Board may be held without notice, on the second  Wednesday of any month, or as deemed necessary, at 6:00 p.m. at the location determined by the Board. Any other meeting of the Board is considered a special meeting of the Board.

16. Special meetings of the Board may be called by the President, and/or called at the written request of a majority of Directors. Notice of any special meeting of the Board shall be delivered, mailed or  sent via other electronic means to each Director, either personally or acknowledged electronic means at least three days prior to the meeting.

17. At all meetings of the Board, a quorum is present throughout the meeting if persons entitled to cast the majority of the votes on the Board are present at the beginning of the meeting. The act of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may otherwise be specifically provided by statute.

OFFICERS

18.  The officers of the Corporation shall be elected by the Board and shall be a President, a Secretary and Treasurer. One person may not hold more than one office per term. The Officers of the Corporation shall hold offices for three years or until their successors are elected.

19. The Board, at the first board meeting after the semi-annual meetings of the members, shall elect replacement officers for any vacated officer position on the board.

20. Any Officer elected by the Board may be removed at any time by the affirmative vote of a majority of the Board. If any office becomes vacant, the Board shall elect a successor who shall hold office until the next election of officers or until expiration of term for that members of the Board, whichever occurs first.

21. The Board may appoint committees or workgroups, and delegate such authority as the Board may determine.

PRESIDENT

22. The President shall be the Chief Executive Officer of the corporation, develop agenda items for the board meetings and semi-annual meetings. The President shall preside at all meetings of the members, meetings of the Board, and carry out all orders and resolutions of the Board. The President shall execute conveyances of real estate and contracts.

SECRETARY

23. The secretary shall attend all meetings of the Board and all meetings of the members and record all votes and the minutes of all proceedings in books belonging to the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board. The Secretary shall also deliver, mailor other electronic means meeting minutes to all Board members at least one week prior to the next regularly scheduled meeting of the Board and shall perform such other duties as the Board or the President may prescribe.

TREASURER

24.  The Treasurer shall have custody of the corporate funds, keep accurate accounts of receipts and disbursements in books belonging to the Corporation, and deposit all monies in the name of the Corporation in such depositories as may be designated by the Board.

25. The Treasurer shall disburse the funds of the Corporation for proper expenses of the Corporation in amounts under $1500.00. The Treasurer shall disburse the funds of the Corporation for proper expenses of the Corporation, in amounts of $1500.00 and over, as determined be the Board with the concurrence of one other Officer. The Treasurer shall file monthly itemized expense reports with the board and at least annually, a report of all transactions and the financial condition of the Corporation.

26. If required by the Board, the Treasurer shall give bond for the faithful performance of the duties of the office.

NOTICES

27.  Whenever, by these Bylaws, notice is permitted to be given by mail and/or acknowledged electronic mail, notice shall be deemed to have been given when mailed.

INDEMNITY

28. The Corporation shall defend and indemnify the Directors and Officers from all claims arising from the performance of their duties, except involving willful misconduct or bad faith.

CONFLICTING PROVISIONS

29. In the event of a conflict between the Articles of Incorporation and these Bylaws, the Articles shall be controlling; in the event of a conflict between the Restrictive Covenants and these Bylaws, the Restrictive Covenants shall be controlling.

AMENDMENTS

30. These Bylaws may be amended at any regular or special meeting of the members or regular or special meeting of the Board, only in compliance with notice in provisions of Article 6, 7 & 17. Notice of the proposed amendment shall be contained in the notice of a special meeting.

v2019.09 Adopted September 2019