GRAYSTONE HOMEOWNERS ASSOCIATION
BY-LAWS
ARTICLE I
OFFICES
Section 1.
The registered office shall be located in the City of Tulsa,
County of Tulsa, State of Oklahoma, and the provisions of the Certificate
of Incorporation shall be binding herein.
ARTICLE II
MEMBERSHIP
Section 1.
Every person or entity who is a record owner of any lot or any
residential unit in GRAYSTONE ADDITION and DEVONSHIRE AT GRAYSTONE (Block
3) to the City of Bixby, Tulsa County, State of Oklahoma (referred to
herein as'' Addition"), shall be a Member of GRAYSTONE HOMEOWNERS
ASSOCIATION (referred to herein as "Member").
Section 2.
Membership shall be mandatory to each lot owner once the
Homeowners Association is established and shall include an undertaking to
comply with and be bound to these By-laws and amendments thereto and any
other policies, rules and regulations at any time adopted by GRAYSTONE
HOMEOWNERS ASSOCIATION (referred to herein as "Association") in accordance
with these By-laws.
Section 3.
Membership shall include an obligation to comply with the
covenants in the Deed of Dedication relating to the residential unit in
which the Member may reside.
Section 4.
A person or entity described in Section I of this Article shall
become a Member in good standing upon payment of the initial membership
dues as described herein. Voting by the Members at any annual or special
meeting of the membership, or for any other purpose, shall be on the basis
of one vote for each lot or residential unit; provided, Graystone
Development, LLC, an Oklahoma limited liability Company (herein referred
to as "OWNER"), shall be entitled to four votes for each lot or
residential unit owned by it. The vote for each lot or residential unit
shall be on an equal fractional basis, e.g., if there are two record
owners, each one is entitled to one-half (1/2) vote.
Section 5.
A Suspended Member shall be one who shall be in default in payment
of any annual dues or special assessments levied by the Association and/or
not complying with these By-laws. A Suspended Member may not exercise any
voting rights until such time as dues have been properly paid and/or
action taken to comply with these By-laws.
Section 6.
Members in good standing shall be entitled to exercise the
privileges of membership in the Association.
Section 7.
Membership in this Association shall terminate when such Member
ceases to be a record owner of a lot or residential unit in the Addition.
ARTICLE III
ANNUAL MEETING OF THE MEMBERSHIP
Section 1.
All meetings of the Members shall be held in the County of Tulsa,
State of Oklahoma, at such place as may be fixed from time to time by the
Board of Directors.
Section 2.
Annual meetings of the Members shall be held on a date selected by
the Board of Directors, at which meeting they shall elect by majority vote
a Board of Directors and transact such other business as may properly be
brought before the meeting.
Section 3.
Written or printed Notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each Member entitled to
vote thereat not less than ten (10) days before the date of the meeting
unless said Notice be waived in writing by such Member.
ARTICLE IV
SPECIAL MEETINGS OF THE MEMBERSHIP
Section 1.
Special meetings of the Members shall be held at such time and
place as shall be stated in the Notice of such meeting or in a duly
executed Waiver of Notice thereof.
Section 2.
Special meetings of the Members for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by a majority vote of the Board of Directors,
or by one-half (1/2) of all the Members in good standing of the
Association.
Section 3.
Written or printed Notice of a special meeting of the Members,
stating the time, place and purpose or purposes thereof, shall be given to
each Member entitled to vote thereat not less than seven (7) days before
the date fixed for the meeting unless said Notice be waived in writing by
such Member.
Section 4.
The business transacted at any special meeting of the Members
shall be limited to the purposes stated in the Notice.
ARTICLE V
QUORUM AND VOTING
Section 1.
A quorum for the transaction of business at meetings of the Members
consists of three-tenths (3/10) of the Members in good standing,
represented in person or by proxy, except as otherwise provided by statute
or by the Certificate of Incorporation. If a quorum shall not be present
or represented at any meeting of the Members, the Members present in
person or represented by proxy shall have the power to adjourn the meeting
without notice other than the announcement at the meeting.
Section 2.
If a quorum is present at any meeting of the Members, the
affirmative vote of a majority of the Members present in person or
represented by proxy shall be the act of all tile Members unless the vote
of a greater number of Members is required by law or the Certificate of
Incorporation.
Section 3.
At all meetings of Members, each Member may vote in person or by
proxy executed in writing by the Member or by his duly authorized
Attorney-in-Fact, which proxy shall be filed with the Secretary of the
meeting prior to the commencement of such meeting. Every proxy shall be
revocable and shall automatically cease upon termination of membership in
the Association.
Section 4.
Any action required to be taken at a meeting of the Members may be
taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by three-fourths (3/4) of the Members in good
standing entitled to vote with respect to the subject matter thereof. Any
covenant in the Deed of Dedication shall not be changed or abolished
unless approved by three-fourths (3/4) of the Members of the Homeowners
Association in good standing entitled to vote.
ARTICLE VI
THE BOARD OF DIRECTORS
Section 1.
The organizing Board of Directors shall consist of three (3)
directors as set forth in the Certificate of Incorporation. At the first
annual meeting thereafter or such other time that the organizing Board
determines, upon Notice, the Members shall elect the Board of Directors,
including a Chairman of the Board of Directors. Each Director must be a
Member in good standing and shall serve until the succeeding annual
meeting and until such Director's successor shall have been elected and
qualified. The organizing Board of Directors named in the Certificate of
Incorporation shall hold office until the first annual meeting of the
Members.
Section 2.
Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors, though less
than a quorum of the Board of Directors. A Director elected to fill a
vacancy shall serve for the unexpired portion of the term of such
Director's predecessor in office.
Section 3.
The business affairs of the Association shall be managed by the
Board of Directors, which may exercise all such powers of the Association
and do all such lawful acts and things as are, by statute or by the
Certificate of Incorporation or by these By-Laws, directed or required to
be exercised or done by the Association.
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 1.
The first meeting of the Board of Directors of the Association
shall be held at the call of the Incorporators or the Directors, after
Notice, for the purpose of adopting the initial By-Laws, electing officers
and performing other acts in the internal organization of the Association.
Section 2.
The first meeting of each newly elected Board of Directors shall be held
at such time and place as shall be fixed by the vote of the Members at the
annual meeting of the Association, and no written Notice to the newly
elected Directors of such meeting shall be necessary in order legally to
constitute the meeting provided a quorum shall be present, or such first
meeting may convene at a place and time as shall be fixed by the consent,
in writing, of all the Directors.
Section 3.
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
Directors.
Section 4.
Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors on three (3) days' Notice to each
Director, either personally or by mail; special meetings shall be called
by the Secretary in like manner and on like notice on the written request
of two (2) Directors.
Section 5.
Attendance of a Director at any meeting shall constitute a Waiver
of Notice of such meeting, except where a Director attends for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the Notice or Waiver of Notice of
such meeting.
Section 6.
A majority of the Directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by
the Certificate of Incorporation. The act of a majority of the Directors
present at any 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
a statute or by the Certificate of Incorporation. I f a quorum shall not
be present at any meeting of the Directors, the Directors present thereat
may adjourn the meeting without Notice other than announcement at the
meeting.
Section 7.
Any action required or permitted to be taken at a meeting of the
Directors may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all the Directors entitled to
vote with respect to the subject matter thereof.
ARTICLE VIII
OFFICERS
Section 1.
The President, Secretary and Treasurer of the Association shall be
elected and shall also be members of the Board of Directors. The Chairman
of the Board of Directors shall serve as President of the Association.
Section 2.
The Board of Directors may appoint such other officers and agents
as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
Section 3.
The Officers of the Association shall hold office until their
successors are chosen and qualified. Any Officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote
of a majority of the Board of Directors. Any vacancy occurring in any
office of the Association shall be filled by the Board of Directors.
Section 4.
The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and all meetings of the Members. The
Chairman shall also assume such other responsibilities and perform such
other duties as may be assigned from time to time by the 13oard or
Directors.
Section 5.
The President shall be the Chief Executive Officer of the
Association and, subject to the Board of Directors, shall have general and
direct supervision of the management and operation of the business and
affairs of the Association, and shall perform such other duties as may
from time to time be assigned by the Board. The President shall execute
all written contracts, co-sign checks (with the Treasurer), execute other
obligations for the Association and perform all other such duties as are
incident to this office.
Section
6.
The
Secretary shall attend all meetings of the Board of Directors and all
meetings of the Members and record all the proceedings of such meetings in
a book to be kept for that purpose. The Secretary shall give, or cause to
be given, Notice of all meetings of the Members 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. The Secretary shall
have custody of the Corporate Seal of the Association and shall have
authority to affix same to any instrument requiring it and, when so
affixed, to attest same by signature. The Secretary shall maintain a
current list of Members and shall issue Membership Certificates to
Members. The Board of Directors may give general authority to any other
officer to affix the seal of the Association and to attest the affixing by
such officer's signature.
Section 7.
The Treasurer shall keep full and accurate accounts of receipts
and disbursements of the Association in books belonging to the
Association, shall co-sign all checks (with 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 8.
The Association shall indemnify any Director, Officer or Employee,
including any former Director, Officer or Employee, of the Association
against expenses actually and necessarily incurred by him or her in
connection with the defense of any action, suit or proceeding in which he
or she is made a party by reason of being or having been such Director,
Officer or Employee, except in relation to matters as to which he or she
shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty. The Association may
also reimburse to any Director, Officer or Employee the reasonable costs
of settlement of any such action, suit or proceeding, if it shall be found
by a majority of a committee composed of the Directors not involved in the
matter in controversy (whether or not a quorum) that it was in the best
interest of the Association that such settlement be made and that such
Director, Officer or Employee was not guilty of negligence or misconduct.
Such rights of indemnification and reimbursement shall not be deemed
exclusive of any other right to which such Director, Officer or Employee
may be entitled under the By-laws, agreement, vote of the Members or
otherwise.
ARTICLE X
GENERAL PROVISIONS
Section 1.
The OWNER of GRAYSTONE and DEVONSHIRE AT GRAYSTONE (BLOCK 3) shall
be the manager of the development until GRAYSTONE HOMEOWNERS ASSOCIATION
has been formed and 1s functioning under its By-laws. In its capacity as
manager, the OWNER shall be responsible for assuring that the Additions,
including Reserve Areas and amenities therein, are properly maintained.
Until the sale by the OWNER of a majority of the lots, or at OWNER'S
election, the Association shall serve in an advisory capacity only to the
OWNER. Until the OWNER has sold a majority of the lots, the OWNER will be
responsible for dues to carry out the above responsibilities. After a
majority of the lots are sold, the OWNER may assess dues to lot owners on
a per lot, per month or annual basis. After the majority of lots have been
sold by OWNER, GRAYSTONE HOMEOWNERS ASSOCIATION may, by mutual agreement
with OWNER, assume the responsibilities as manager, as well as evenly
assessing dues to the lot owners as set forth in the Deed of Dedication
and herein. After the OWNER has sold the majority of the lots and after
establishment of GRAYSTONE HOMEOWNERS ASSOCIATION, the OWNER shall not be
responsible for regular dues or assessments for maintenance of the common
or Reserve Areas, and the Association shall assume all responsibilities
for all areas. OWNER shall no longer function as manager nor be
responsible for regular dues or assessments after the OWNER has conveyed
the majority of the lots in GRAYSTONE and DEVONSHIRE AT GRAYSTONE (BLOCK
3).
Section 2.
The OWNER shall not make assessments unless agreed to by the
Association and shall not collect dues exceeding the amount necessary to
conduct the business of the Association, on a monthly or annual basis,
unless agreed to by the Association. Dues and assessments shall be evenly
assessed to all lot owners except as set forth herein.
Section 3.
In its capacity as Manager, the Association shall assume the
responsibilities, duties and obligations of the OWNER, as prescribed in
Section I above of this Article, as well as set homeowners' dues, initial
membership fees and assessments in accordance with the Certificate of
Incorporation and these By-Laws. Dues shall not exceed the minimum amount
necessary to properly maintain the Reserve Areas and amenities of the
Addition and conduct the approved business activities of the Association.
Section 4.
Any owner of a lot or residential unit in the Addition who fails
to pay any properly authorized and approved fees or dues of the
Association, and who has been given thirty (30) days' written notice of
such delinquency by the Board of Directors, consents to an assessment of a
fine equal to the amount of the delinquency. Thereafter, by vote of a
majority of the Board of Directors, a Notice of Lien may be filed by the
Association against the property owned by the delinquent owner. Fees or
dues shall not be unevenly assessed except as set forth herein.
Section 5.
Directors shall not receive compensation for their services, but
funds may be allotted by the Board of Directors to cover expenses incurred
by the Directors in connection with the business of the Association.
Nothing contained herein shall be construed to preclude any Director from
serving the Association in another capacity and receiving compensation
there for.
Section 6.
The President shall have the authority to expend up to the sum of
Seven Hundred Fifty Dollars ($750.00) in the conduct of the business of
the Association. Any expenditure in excess of Seven Hundred Fifty Dollars
($750.00), but less than One Thousand Five Hundred Dollars ($1,500.00),
shall be approved by a majority of the Board of Directors. All
expenditures of One Thousand Five Hundred Dollars ($1,500.00) or more must
be approved by a majority vote of the Members attending a special or
regular meeting.
Section 7.
The Board of Directors, by resolution adopted by a majority of the
Directors, may designate such committees as it deems appropriate in
carrying out its purposes. At least one ( I) member of the Board of
Directors shall serve on each such special committee.
Section 8.
The fiscal year of the Association shall be the calendar year.
Section 9.
The Members may merge THE ESTATE OF GRAYSTONE HOMEOWNERS
ASSOCIATION into the GRAYSTONE HOMEOWNERS ASSOCIA TION, or any other
subsequently formed homeowners association, provided that a majority of
THE ESTATES OF GRAYSTONE HOMEOWNERS ASSOCIATION and the GRAYSTONE
HOMEOWNERS ASSOCIATION both vote in favor of a merger and the merger is
not contrary to any law.
Section 10.
OWNER reserves all rights in Reserve A as set forth in Section 2.1
of recorded Plat No.5208 filed in Tulsa County.
Section 11.
The OWNER has established and granted an Easement over the area
designated and shown on Plat No.5208 as Reserve " A " for private streets
for the use and benefit of Graystone Homeowners Association Members with
Lots in Devonshire at Graystone (Block 3). Devonshire Graystone (Block 3)
lot owners in Reserve A shall be responsible for keeping the private
streets maintained and in good condition. All costs of street maintenance
and repairs for the private streets shall be the responsibility of the
owners of the lots in Devonshire at Graystone (Block 3) only. Graystone
Homeowners Association shall assess, equally, each Lot owner in Devonshire
at Graystone (Block 3) for the costs of maintenance and repairs of the
private streets contained within Devonshire at Graystone (Block 3) and
shall establish a sinking fund to repair and maintain the streets.
Section 12.
The OWNER has established and granted an Easement over the areas
designated and shown on Plat 5208 as Reserves “B”, “C”, “D”, “E”, “F”,
“G”, “H”, “I”, and “J” for the purposes of constructing patterned concrete
and/or center islands for landscaping for the use and benefit of the
Graystone Homeowners Association which shall be maintained by the
Graystone Homeowners Association.
Section 13.
The Graystone Homeowners Association shall be responsible for
keeping the patterned concrete maintained and in good condition. In the
event it is necessary to repair the paving or public utility in a reserve
area it shall be the responsibility of the Homeowners Association to
repair or replace the patterned concrete. Repair of paving or public
utility in Reserve F shall be the responsibility of the owners of lots in
DEVONSHIRE at Graystone (Block 3) only.
Section 14.
Dues and Assessments shall be established by the Association
according to the provisions of the Articles and By-laws, and the
Association shall have legal remedy for the failure of any lot owner to
make timely payment of duly authorized dues or assessments. Dues of the
Association shall be termed "Base Dues". Base Dues shall be defined as
those dues necessary to conduct business and provide for the common good
and benefit of all lot owners in Graystone and Devonshire, and they shall
be evenly applied. Maintenance of common areas are for the common good,
and they shall include: the entryway feature including trees and
landscaping, sprinkler system, lighting, and fencing (and including the
maintained Sheridan Street Right of Way); The sidewalks; the Reserve Areas
(with the exception of Reserves " A " and "F") which shall be maintained
by the owners of lots in Devonshire at Graystone (Block 3); The garden
within the round-about feature; And the center landscape islands and
patterned concrete areas located in any public street right-of-way in
Graystone..
Section 15.
Each lot owner in Devonshire at Graystone and Graystone shall be a
member of the Graystone Homeowners Association, and shall be subject to,
and abide by, the Bylaws of the Association, and shall pay all dues and/or
assessments duly adopted. Regular dues shall be termed "Base Dues". Base
Dues are those dues applicable to all lot owners in Graystone and
Devonshire at Graystone. These dues are dues necessary to conduct the
regular business of the Association, and for all areas of common interest
such as the main entryway into Graystone, sidewalks, lighting and
sprinkler system for the main entryway, and the clock tower and other
reserve areas in Graystone. Additionally, lot owners in Devonshire at
Graystone shall establish and be solely responsible for the payment of
"special dues". Special dues are specifically allocated for the
maintenance and upkeep of the private streets serving Devonshire, the
controlled access gate and private entryway feature, private landscape
feature(s), decorative street lighting, and other amenities that are for
the exclusive use and enjoyment of Devonshire at Graystone Homeowners.
Special dues shall include a sinking fund for deferred maintenance of the
private streets and other needs as determined by the Devonshire lot
owners. The Graystone Homeowners Association shall have legal remedy for
the failure of any lot owner in Devonshire at Graystone to make timely
payment of all dues and/or assessments.
ARTICLE XI
AMENDMENTS OF BY-LAWS
Section 1.
These By-Laws may be altered, amended or repealed, or new By-Laws
may be adopted, with the exception of Article 11, Section 4, and Article
X, Section 4:
i) at any
regular or special meeting of the Members at which a quorum is present or
represented by proxy, by the affirmative vote of a majority of the
Members, provided notice of the proposed alteration, amendment or repeal
be contained in the Notice of such a meeting; or
(ii) by the
affirmative vote of the Board of Directors at any regular or special
meeting of the Board.
ARTICLE XII
NON-PROFIT STATUS -DISSOLUTION
Section I.
The Association is not organized for pecuniary profit, nor shall
it have any power to issue certificates of stock or declare dividends, and
no part of its net earnings shall inure to the benefit of any Member,
Director, trustee or individual. The balance, if any, of all money
received by the Association from its operations, after payment in full of
all debts and obligations of the Association of whatsoever kind and
nature, shall be used and distributed exclusively for carrying out the
purpose or purposes of the Association, as more particularly set forth in
these By-Laws.
Section 2.
Upon the dissolution of the Association, the Board of Directors
shall, after paying or making provisions for the payment of all of the
liabilities of the Association, dispose of all of the assets of the
Association exclusively for the purpose of the Association, or to such
organization or organizations organized and operated exclusively for
charitable or education purposes as shall at the time qualify as an exempt
organization or organizations under Section 50I(c)(3) of the Internal
Revenue Code of 1954, as amended (or the corresponding provisions of any
future United States Internal Revenue Law), as the Board of Directors
shall determine. Any of such assets not so disposed of shall be disposed
of by the District Court of the county in which the principal office of
the Association is then located, exclusively for such purposes or to such
exempt organization or organizations said Court shall determine. In no
event shall any of the Association's assets or property, in the event of
its dissolution, go or be distributed to any Director, Member or
individual, either for the reimbursement of any sums subscribed, donated
or contributed by such Director, Member or individual, or for any other
purpose.
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