BY-LAWS
Revised 01/20/2016, 11/11/19, 11/25/19, 10/13/21, 7/9/25
AMENDED AND RESTATED BYLAWS OF
THE LAKES OF LIBERTY MILLS COMMUNITY ASSOCIATION, INC.
ARTICLE 1 PURPOSES, DESIGNATION, AND DEFINITIONS
SECTION 1.1. PURPOSES. The purposes of the Lakes of Liberty Mills Community Association, Inc. is to perform any purpose which nonprofit corporations are authorized under the Act.
SECTION 1.2. DESIGNATION AND POWERS. The Corporation shall be considered a mutual benefit nonprofit corporation and shall have all the powers of a nonprofit corporation authorized under the Act.
SECTION 1.3. DEFINITIONS. The following terms as used in the Bylaws shall have the meaning stated, unless the context clearly indicates a different meaning is intended:
1.3.1 "Act." The Indiana Nonprofit Corporation Act of 1991 (I.C. § 23-17-1), as amended.
1.3.2 "Articles." The articles of incorporation as adopted by the Corporation and as approved by the Indiana Secretary of State, and all amendments to those
Articles.
1.3.3 "Assessment." A regular or special assessment or all other sums lawfully assessed on or against a Lot pursuant to the Restrictive Covenants or the Act.
1.3.4 "Board." The Board of Directors of the Corporation.
1.3.5 "Bylaws." These amended and restated bylaws of the Corporation, and all amendments to those bylaws.
1.3.6 "Corporation." The Lakes of Liberty Mills Community Association, Inc., an Indiana nonprofit corporation, and its successors and assigns.
1.3.7 "Effective Date." The date the Bylaws are adopted by the Board.
1.3.8 "Director", or in the plural, "Directors." Any duly elected Director of the Board.
1.3.9 "Lot", or in the plural, "Lots." A platted lot in the Subdivision.
1.3.10 "Member", or in the plural, "Members" or “Membership.” A member of the Corporation.
1.3.11 "Owner", or in the plural, "Owners." The record owner (s), whether one or more persons or entities, of fee simple title to the Lots, including contract sellers,
but excluding those having an interest in a Lot merely as security for the performance of an obligation.
1.3.12 “Officers.” The duly elected President, Secretary, Treasurer, Maintenance Officer, and Architectural officer of the Corporation.
“Plat”, or in the plural, “Plats.” The originally recorded plats of the Lakes of Liberty Mills, Section I, recorded as Document Number 960061964, in Plat Cabinet C, Page 135; the Lakes of Liberty Mills, Section II, recorded as Document Number 980042570, in Plat Cabinet D, Page 23; the Lakes of Liberty Mills, Section II, recorded as Document Number 201038070, in Plat Cabinet D, page 106; and the Lakes of Liberty Mills, Section IV, recorded as Document Number 203095108, in Plat Cabinet E, page 172 all in the Office of the Recorder of Allen County, Indiana, hereby approve this Amended and Restated Dedication of Easements, Protective Covenants, Restrictions and Limitations for The Lakes of Liberty Mills Sections I, II, III, and IV, a subdivision in Aboite Township, Allen County, Indiana. The Plats for Section I, II, III, and IV may also be referred to collectively as “Lakes of Liberty Mills.” The term “Plat” or “Plats” is synonymous with, and shall be used interchangeably with, the term “Subdivision” as used in these Bylaws.
1.3.13 "President." The duly elected president of the Corporation.
1.3.14 "Restrictive Covenants." The recorded Dedication, Easements, Protective Covenants, Restrictions and Limitations for each Section of the Subdivision and
any amendments and restatements thereto.
1.3.15 "Secretary." The duly elected secretary of the Corporation.
1.3.16 "Section." A platted section of the Subdivision, which may be specifically identified by reference to a particular section number.
1.3.17 "Subdivision." Collectively, all existing subdivisions of the Lakes of Liberty Mills, according to the plats thereof as recorded in the office of the Recorder of Alien
County, Indiana.
1.3.18 "Treasurer." The duly elected treasurer of the Corporation.
ARTICLE 2
ARTICLE 2 - MEETINGS OF MEMBERS
SECTION 2.1. MEMBERSHIP. Every Owner shall be a Member. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment.
SECTION 2.2. ANNUAL MEETING. An annual meeting of the Members shall be held at a date and time fixed by the Board. The purpose of the annual meeting shall be to approve the Corporation’s annual budget, elect Directors, and to transact such other business as may come before the meeting. Failure to hold an annual meeting at the designated time shall not affect the validity of any action taken at a meeting of the Members.
SECTION 2.3. SPECIAL MEETINGS. Special meetings of the Members may be called by the President, the Board, or by written petition signed by not less than one-tenth (1/10th) of all Members authorized to vote.
SECTION 2.4. PLACE OF MEETING. The Board may designate any place within Allen County in the State of Indiana as the place of meeting for any special or annual meeting. If no designation is made, the place of the meeting shall be the registered office of the Corporation.
SECTION 2.5. NOTICE OF MEETINGS.
2.5.1 Notice Requirements. A notice stating the place, day and hour of an annual or a regular meeting and, in the case of a special meeting, the purpose for which
the meeting is called, shall be conveyed to Members by any means permitted under the laws of the State of Indiana.
2.5.2 Waiver of Notice. Attendance at any meeting in person, or by a duly authorized attorney in fact, or by proxy, shall constitute a waiver of notice of such meeting.
SECTION 2.6. QUORUM. Unless otherwise provided by the Articles of Incorporation, at any meeting of the Membership, those Members in attendance, qualified to vote as Members, represented in person or by proxy, shall constitute a quorum.
SECTION 2.7. PROXIES. At any meeting a Member can only vote the proxy of one other member.
2.7.1. Pursuant to I.C. § 32-25.5-3-10, and as may be amended, recodified or replaced, any proxy that does not contain the following information is void:
(a) The name and address of the Member giving the proxy.
(b) The name of the individual empowered to exercise the member’s proxy.
(c) The date on which the proxy is given.
(d) The date of the meeting for which the proxy is given.
(e) The member’s signature.
(f) An affirmation under the penalties of perjury that the individual signing the proxy has the authority to grant the proxy to the individual named in the proxy to
exercise the member’s proxy.
2.7.2. A Member may state in a proxy that the proxy is limited in its use to specific matters described in the proxy.
2.7.3. A Member may give a proxy for the meeting referred to in the proxy and any continuation of that meeting. If the proxy states that it expires on a stated date, the
date may not be more than one hundred eighty (180) days after the date on which the proxy is given.
2.7.4 A Member may submit a proxy that complies with this section to the Secretary or other individual designated by the Board by (1) hand delivery, (2) United States
mail, (3) facsimile, or (4) e-mail.
2.7.5 A proxy, or a copy of the proxy, that is exercised for any purpose at a meeting, shall be kept with the records of the meeting.
SECTION 2.8. ORGANIZATION OF MEETING. The President, and in his absence, one of the other Board Officers, and in their absence, any Member chosen by the Membership present, shall call meetings of the Members to order and shall act as chairman of such meeting. The Secretary of the Association shall act as secretary of all meetings of the Members. In the absence of the Secretary, the presiding officer may appoint a Member to act as secretary of the meeting.
SECTION 2.9. VOTING LIST. The Secretary shall maintain a complete and accurate list of all Members and of all Members entitled to vote at any meeting of the Members.
SECTION 2.10. VOTING. A Member shall be entitled to one (1) vote for each Lot owned by such Member, but only if that Member has paid in full all Assessments, and all other charges or fees due to the Corporation for the current fiscal year and all prior fiscal years. When more than one person holds an interest in a Lot, all such persons shall be Members. The vote for such Lot shall be exercised as such persons determine, but in no event shall more than one vote be cast with respect to one Lot.
SECTION 2.11. ACTION BY CONSENT WITHOUT MEETING. Any action which may be taken at a meeting of the Members may be taken without a meeting if evidenced by the approval of more than sixty-six percent (66%) of the Members and included in the minutes or filed with the corporate records reflecting the action taken. For purposes of this Section 2.10, a consent granted by e-mail or consent otherwise transmitted electronically by a Member shall be deemed to be acceptable evidence of consent. Action taken by written consent is effective when the last Member signs the consent, unless the consent specifies a different prior or subsequent effective date.
ARTICLE 3 - BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS AND DUTIES. The control and management of the affairs of the Corporation shall be vested in the Board. Board shall discharge all duties identified in the Restrictive Covenants and shall maintain the Subdivision in accordance with the Restrictive Covenants. The Board shall maintain all property owned by the Corporation and perform all other duties necessary to manage the affairs of the Corporation, including the hiring of professionals and service providers to assist the Board in carrying out its duties.
SECTION 3.2. NUMBER AND TENURE.
3.2.1 GENERAL. The Board of Directors shall consist of five (5) to seven (7) Members. Directors shall hold office for a term of two (2) years, and until the successor
of the Director shall have been elected by a majority of the Members of the Association who attend the annual meeting.
3.2.2 ELECTION OF DIRECTORS. Directors shall be elected by a majority of the assembled Members at the annual Member’s meeting. Electable Members who wish
to be placed on the election ballot must notify the President or Secretary either by e-mail or through written means within ten (10) days prior to the annual
meeting. Members running for office should provide a candidate statement at time of application. Directors shall hold office for a term of two years and until their
successors are elected and qualified. All Directors must be citizens of the United States and be at least eighteen (18) years of age. There is a limit of one (1)
Director serving per Lot. A Member is not eligible to be elected as a Director “if: (1) the Member has not paid in full all Assessments and other charges or fees
due to the Corporation for the current fiscal year and all prior fiscal years or (2) a majority of the Board of Directors has determined that the Member has an
unresolved violation of the Covenants.
SECTION 3.3. DIRECTOR STANDING. To remain in good standing, each Board Member: (1) shall not miss more than one-third (1/3rd) of scheduled Board meetings, (2) participate in Board sanctioned social events, and (3) attend the Annual Meeting. Board Members may be excused from Board Meetings, Annual Meetings, or Social Events, upon a majority vote of the Board. Failure to remain in good standing shall constitute cause for removal of a Director under Section 3.14.
SECTION 3.4. REGULAR BOARD MEETINGS. A regular annual meeting of the Board shall be held without notice, immediately after, and at the same place as, the annual meeting of Members. The Board may set the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without conveying notice of such meetings to the Members.
SECTION 3.5. SPECIAL BOARD MEETINGS. Special meetings of the Board may be called by or at the request of the President or two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Indiana, as the place for holding any special meeting called by them.
SECTION 3.6. NOTICE OF SPECIAL BOARD MEETINGS. Notice of any special meeting of the Board shall be given to the Directors at least two (2) days prior to the meeting. Notice of the special meeting shall be by any means allowable under the laws of the Act. A Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting 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 need be specified in the notice or waiver of notice of such meeting, unless specifically required by law of the Act or the Bylaws.
SECTION 3.7. POWER TO ELECT AND APPOINT OFFICERS. The Board shall appoint a President, a Secretary, a Treasurer, a Maintenance Officer, and an Architectural Officer. The Board shall have the power to appoint such other agents as the Board may deem necessary for transaction of the business of the Corporation. Any officer or agent may be removed by the Board whenever in the judgment of the Board the interests of the Corporation will be served by a removal. The Board shall also have power to fill any vacancy in any office occurring for any reason whatsoever.
SECTION 3.8. POWER TO ASSESS. The Board shall have the power to determine and collect Assessments, whether annual assessments or special assessments, user fees, and other charges, fines, or penalties against Owners. In the exercise of this power, the Board shall not exceed the authority or limitations imposed by the Restrictive Covenants.
SECTION 3.9. DELEGATION OF POWERS. For any reason deemed sufficient by the Board, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, provided a majority of the entire Board of Directors concurs therein. Any two or more offices may be held by the same person, except the office of President and Treasurer.
SECTION 3.10. PARTICIPATION IN MEETINGS BY ELECTRONIC COMMUNICATION. Any or all Directors may participate in a meeting of the Board, or a committee of the Directors, by means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 3.11. ACTION BY CONSENT WITHOUT MEETING. Any action which may be taken at a meeting of the Board may be taken without a meeting if evidenced by a majority of the Directors and included in the minutes or filed with the corporate records reflecting the action taken. For purposes of this Section 3.10, a consent granted by e-mail or consent otherwise transmitted electronically by a Director shall be deemed to be acceptable evidence of consent. Action taken by written consent is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent effective date.
SECTION 3.12. RESIGNATION. A Director may resign by delivering written notice to the Board, the President, or Secretary. A resignation is effective when delivered unless the notice specifies a later effective date.
SECTION 3.13. VACANCIES. Any vacancy among the Board caused by removal, resignation, death, change in Membership status or other incapacity, or if the Board authorizes an increase in the number of Directors comprising the Board, such vacancy may be filled by the Board; or if the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all of the Directors remaining in office. The new Director shall serve until the expiration of the term for which the Director's predecessor was elected.
SECTION 3.14. REMOVAL. A Director may be removed for cause at any time at any regular meeting of the Members or at a special meeting of the Members called for such purposed by the affirmative vote of a majority of the Members in attendance at the meeting.
SECTION 3.15. QUORUM AND VOTING REQUIREMENTS.
3.15.1 A quorum of the Board for the transaction of all business, except filling vacancies on the Board, shall consist of a majority of the number of Directors who have
been duly appointed at the time that the vote occurs. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act
of the Board.
3.15.2 The right of dissent or abstention is not available to a Director who votes in favor of the action taken. A Director who is present at a meeting when corporate
action is taken is deemed to have assented to the action unless:
3.15.2.1 The Director objects at the beginning of the meeting (or promptly upon a Director's arrival) to holding it or transacting business at the meeting;
3.15.2.2 The Director's dissent or abstention from the action is entered into the minutes of the meeting; or
3.15.2.3 The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the
Secretary immediately after adjournment of the meeting.
ARTICLE 4 - OFFICERS AND AGENTS
SECTION 4.1. GENERAL PROVISIONS. The Board shall appoint Officers and agents of the Corporation. Each officer and agent of the Corporation must be a Director. The Officers of the Corporation shall be a President, a Treasurer, a Maintenance Officer, and an Architectural Officer. The Corporation may appoint various agents as deemed desirable by the Board.
SECTION 4.2. ELECTION AND TERM OF OFFICE. Officers of the Corporation shall be appointed to a one (1) year term of office by consensus of the Board each year following the election of Directors. If consensus cannot be reached, then the Board shall, by majority vote, determine who shall serve as Officers. Each officer shall hold office for one (1) year or until the successor shall have been duly elected and shall have qualified, unless earlier removed by the Board. All Officers can be removed at any time by the affirmative vote of the majority of the Directors. Officers shall be eligible for re-election.
SECTION 4.3. PRESIDENT. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board and Members. Under the Board's direction, the President shall have general supervision over the affairs of the Corporation and over the other Officers. The President shall be the primary point of contact for questions from Members. The President shall have the power to appoint committees. The President shall perform all such other duties as are incident to this office.
SECTION 4.4. TREASURER. The Treasurer shall have custody of all monies, securities, and other valuables of the Corporation and shall give bond in such sums and with such surety as the Board may require, conditioned upon the faithful performance of the Treasurer's office. The Treasurer shall maintain a correct and complete record of accounts showing accurately, at all times, the financial condition of the Corporation. The Treasurer shall immediately deposit all funds of the Corporation coming into the Treasurer's hands in a bank or other depository to be designated by the Board and keep such bank account or accounts in the name of the Corporation. The Treasurer shall be responsible for paying the Association’s bills and keeping receipts and records of these payments. The Treasurer shall be responsible for notifying Members of annual and special assessments and for taking the necessary action under the Covenants to ensure that the assessments are paid. The Treasurer shall perform all such other duties as are incident to this office or that may, from time to time, be delegated by the President or the Board.
SECTION 4.5. SECRETARY. The Secretary shall have the responsibility to ensure that notices required by the Bylaws are properly issued, and that the minutes of all meetings of the Board and membership are adequately prepared and kept. The Secretary shall have responsibility for all corporate books, records and papers, and shall authenticate the records of the Corporation. The Secretary shall perform all such other duties as are incident to this office that may, from time to time, be delegated by the President or the Board.
SECTION 4.6. MAINTENANCE OFFICER. The Maintenance Officer shall: (1) have the responsibility to obtain contractor bids, (2) verify contractor liability insurance coverage (3) select contractors, (4) submit proposed contracts and contractors for Board review and approval, (5) sign contracts for services to be provided for the association, (6) maintain a list of all contractors, and (7) retain copies of all contractor contracts as records of the Corporation.
SECTION 4.7. ARCHITECTURAL OFFICER The Architectural Officer shall: (1) receive all applications for architectural alterations and improvements, (2) obtain adequate documentation of the specifics of the application, (3) review with and obtain approval of the applications from the architectural committee (which will consist of at least two additional Board of Directors) and, (4) maintain all applications, disapprovals, and approvals as records of the Corporation.
SECTION 4.8. VACANCIES. Vacancies among elected and appointed Officers or agents occurring during the two-year terms shall be filled by the Board.
ARTICLE 5 - COMMITTEES
SECTION 5.1. COMMITTEES. The President and/or the Board shall have the power to appoint other standing or special committees of such size as they may deem necessary to properly carry on the activities and effect the purposes of the Corporation. A Member does not have to be on the Board to participate in or chair any such committee. Any committees formed by the President and/or the Board shall perform as the President or the Board directs.
ARTICLE 6
ARTICLE 6 - EXECUTION OF DOCUMENTS AND NON-BUDGETED EXPENDITURES
SECTION 6.1. CONTRACTS. Unless otherwise provided by the Board, all contracts, leases, commercial paper and other instruments in writing shall be signed by the President or those Officers or employees of the Corporation as the Board may, from time-to- time, designate by resolution. All bond, deeds, and mortgages shall be signed by the President or those Officers or employees of the Corporation as the Board may, from time-to- time, designate by resolution.
SECTION 6.2. CHECKS AND DRAFTS. All checks, drafts, and orders for the payment of money shall be signed by the President, the Treasurer, or those Officers or employees of the Corporation as the Board may, from time-to- time, designate by resolution.
SECTION 6.3. LOANS TO OFFICERS. No loan or money or property or any advance on account of services to be performed int eh future shall be made by the Association to any officer or Director of the Association.
SECTION 6.4. DUES REMISSION FOR OFFICERS AND BOARD MEMBERS. The Officers of the Association will be forgiven full annual Association dues in recognition of services on behalf the Association for a full year. Non-Officer Board Members will be forgiven one-half (1/2) of their Association dues in recognition of service for a full year. Remission of dues for Officers will be limited to the amount of a single annual due even if fulfilling more than one office at that time. Service that does not extend for a full year (from one annual meeting to the next annual meeting) will cause reinstatement of annual dues on a prorated basis for that portion of the year not served unless waived in writing by the President.
SECTION 6.5. BOARD MEMBER SPENDING. Members of the Board will be reimbursed up to One Hundred Fifty Dollars ($150.00) for necessary neighborhood-related expenses without approval from a majority of the Board. If these expenses are later determined by a majority of the Board to not be either necessary or neighborhood-related, the Board may vote not to reimburse the Member.
SECTION 6.6. NON-BUDGETED EXPENDITURES. Any expenditure greater than
$5,000.00, not proposed and approved at the annual meeting as part of the annual budget, deemed necessary by the Board, shall require approval of the majority of the Members in attendance at a special meeting of the Members.
ARTICLE 7 - INDEMNIFICATION AND NON-LIABILITY
SECTION 7.1. DEFINITIONS. As used in this Article 7, the following terms shall have the meanings stated in the Act at I.C. § 23-17-16 et seq., as may be amended, recodified or replaced, unless a contrary meaning is clearly intended: “corporation”, "director"; "expenses"; "liability"; "official capacity"; "party"; and "proceeding".
SECTION 7.2. SCOPE OF INDEMNIFICATION. The Corporation shall indemnify, in accordance with this Article 7, every individual who is or was at any time a Director, Officer, employee, or agent of the Corporation, against liability (including without limitation, all amounts paid by way of settlement of any asserted liability) and reasonable expenses, including attorney fees, incurred by such individual in connection with, or resulting from, any proceeding (whether actual or threatened, brought by or in the right of the Corporation, or otherwise, and including any related appeal) in which such individual may become involved as a party by reason of that party's being or having been a Director, Officer, employee or agent of the Corporation, or by reason of any action taken or not taken in such capacity, whether or not such individual continues to serve in such capacity at the time such liability or expense is incurred, provided the applicable requirements stated in this Article 7 are satisfied.
SECTION 7.3. STANDARD OF CONDUCT FOR INDEMNIFICATION.
7.3.1 Indemnification under Section 7.2 shall be required only if an individual is determined to have satisfied the applicable standard of conduct stated below:
7.3.1.1 In the case of a proceeding other than a criminal proceeding: (a) the individual's conduct was in good faith; and (b) the individual, acting in the individual's
capacity or otherwise, reasonably believed the individual conduct was not opposed to the Corporation's best interests.
7.3.1.2 In the case of a criminal proceeding, the individual either: (a) had reasonable cause to believe the individual's conduct was lawful; or (b) had no
reasonable cause to believe the individual's conduct was unlawful.
7.3.2 The conduct of a Director or Officer with respect to any employee benefit plan administered or provided by the Corporation, for a purpose the Director or Officer
reasonably believed to be in the interests of the participants in, and beneficiaries of, the plan is conduct that satisfies the requirements of Section 7.3.1.2.
7.3.3 The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere, or its equivalent, is not, of itself, determinative that
an individual did not meet the standard of conduct described in Section 7.3.1.
SECTION 7.4 AUTHORIZATION OF INDEMNIFICATION.
7.4.1 Except for a mandatory indemnification under Section 7.5, the Corporation may not indemnify an individual under this Article 7, unless authorized in each specific
case after a determination has been made that indemnification is permissible because the individual has met the necessary standard of conduct specified in
Section 7.3, or unless otherwise authorized under Indiana law.
7.4.2 The determination shall be made by any one of the following procedures:
7.4.2.1 By the Board. By a majority of a quorum of the Board consisting of Directors not at the time parties to the proceeding.
7.4.2.2 If a quorum cannot be obtained under Section 7.4.2.1, by a majority vote of a committee duly designated by the Board (in which designation, Directors
who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding.
7.4.2.3 By special legal counsel either: (a) selected by the Board or its committee in the manner prescribed in Sections 7.4.2.1 or 7.4.2.2; or b) if a quorum of
the Board cannot be obtained under Section 7.4.2.1, and a committee cannot be designated under Section 7.4.2.2, then selection by a majority vote of
the full Board (in which selection, Directors who are parties may participate).
7.4.2.4 By Members. By a majority of a quorum of the Members in attendance at a meeting called for the specific purpose of authorizing indemnification.
However, Memberships voted under the control of Directors who are at the time parties to the proceeding, may not be voted on the determination.
7.4.3 Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under Section 7.4.2.3 to select special legal counsel.
SECTION 7.5. MANDATORY INDEMNIFICATION.
7.5.1 The Corporation shall indemnify an individual who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the
individual was a party because the individual is or was a Director or Officer of the Corporation, against reasonable expenses incurred by such individual in
connection with the proceeding.
7.5.2 The evaluation of the reasonableness of expenses shall be made in the same manner as the procedures specified in Section 7.4.2.
SECTION 7.6. INDEMNIFICATION PROVISIONS NOT EXCLUSIVE. The provisions in this Article 7 regarding indemnification are not exclusive, and shall not limit in any way indemnification which is permitted by Indiana law.
SECTION 7.7. NON-LIABILITY OF DIRECTORS. The Directors shall not be liable to the Members or any other persons for any error or mistake of judgment exercised in carrying out their duties and responsibilities as Directors, except for their own individual willful misconduct, bad faith, or gross negligence. It is intended that the Directors shall have no personal liability with respect to any action taken by them, contract or agreement executed by them nor any document signed by them on behalf of the Corporation, and that in all matters the Board is acting for and on behalf of the Members and as their agent. Every contract drafted by the Board on behalf of the Corporation shall provide that the Board is acting as an agent for the Members and shall have no personal liability under the contract.
ARTICLE 8 - BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Members, the Board, and committees having any of the authority of the Board and shall keep a record of the names and addresses of the Members. All books and records of the Corporation may be inspected by any Member, or the Member's agent or attorney for any reasonable and necessary purpose at any reasonable time.
ARTICLE 9 - FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
ARTICLE 10 - GRIEVANCE RESOLUTION
In accordance with I.C. § 32-25.5-1 et seq., as may be amended, recodified, or replaced, the Board shall adopt, implement, and maintain a Grievance Resolution Policy. Such Grievance Resolution Policy, as may be amended by the Board, shall be incorporated into these Bylaws by reference and be considered part of the Corporation’s governing documents as defined in I.C. § 32-25.5-2-3, as may be amended, recodified, or replaced.
[*** The Grievance Resolution Policy is attached as a PDF below. ***]
ARTICLE 11 - AMENDMENTS OF BYLAWS
The Bylaws may be amended by the Board upon an affirmative vote of a majority of the Board Members present at any regular or special meeting called for the purpose of amending the Bylaws.
ARTICLE 12 - MISCELLANEOUS
SECTION 12.1. MEMBERSHIP CERTIFICATES. The Board is not required to issue to any Member a certificate from the Corporation evidencing membership in the Corporation.
SECTION 12.2. APPLICABLE LAW. This document shall be construed in accordance with the laws of the State of Indiana.
SECTION 12.3. SEVERABILITY. If one or more of the provisions of this document shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this document; and this document shall be reformed and construed as if such invalid, illegal, or unenforceable provisions had not been contained in it.
SECTION 12.4. TIME OF ESSENCE. Time is of the essence of this document.
SECTION 12.5. HEADINGS AND GENDER. Headings are for reference only, and do not affect the provisions of this document. Where appropriate, the masculine gender shall include the feminine or the neuter, and the singular shall include the plural.
SECTION 12.6. COMPUTATION OF TIME. In computing a time period prescribed in this document, the day of the act or event shall not be counted. All subsequent days, including intervening weekend days and holidays, shall be counted in the period. The last day of the period so computed is to be included unless it is a weekend day or a legal holiday as defined under Indiana law, in which case the period is to be extended to the next day that is not a weekend day or holiday.
IN WITNESS WHEREOF, the Secretary hereby certified that a majority of the Board of Directors for the Lakes of Liberty Mills Community Association, Inc. have approved this Amended and Restated Bylaws of the Lakes of Liberty Mills Community Association, Inc. as of this 9th day of July, 2025.
Revised 01/20/2016, 11/11/19, 11/25/19, 10/13/21, 7/9/25
AMENDED AND RESTATED BYLAWS OF
THE LAKES OF LIBERTY MILLS COMMUNITY ASSOCIATION, INC.
ARTICLE 1 PURPOSES, DESIGNATION, AND DEFINITIONS
SECTION 1.1. PURPOSES. The purposes of the Lakes of Liberty Mills Community Association, Inc. is to perform any purpose which nonprofit corporations are authorized under the Act.
SECTION 1.2. DESIGNATION AND POWERS. The Corporation shall be considered a mutual benefit nonprofit corporation and shall have all the powers of a nonprofit corporation authorized under the Act.
SECTION 1.3. DEFINITIONS. The following terms as used in the Bylaws shall have the meaning stated, unless the context clearly indicates a different meaning is intended:
1.3.1 "Act." The Indiana Nonprofit Corporation Act of 1991 (I.C. § 23-17-1), as amended.
1.3.2 "Articles." The articles of incorporation as adopted by the Corporation and as approved by the Indiana Secretary of State, and all amendments to those
Articles.
1.3.3 "Assessment." A regular or special assessment or all other sums lawfully assessed on or against a Lot pursuant to the Restrictive Covenants or the Act.
1.3.4 "Board." The Board of Directors of the Corporation.
1.3.5 "Bylaws." These amended and restated bylaws of the Corporation, and all amendments to those bylaws.
1.3.6 "Corporation." The Lakes of Liberty Mills Community Association, Inc., an Indiana nonprofit corporation, and its successors and assigns.
1.3.7 "Effective Date." The date the Bylaws are adopted by the Board.
1.3.8 "Director", or in the plural, "Directors." Any duly elected Director of the Board.
1.3.9 "Lot", or in the plural, "Lots." A platted lot in the Subdivision.
1.3.10 "Member", or in the plural, "Members" or “Membership.” A member of the Corporation.
1.3.11 "Owner", or in the plural, "Owners." The record owner (s), whether one or more persons or entities, of fee simple title to the Lots, including contract sellers,
but excluding those having an interest in a Lot merely as security for the performance of an obligation.
1.3.12 “Officers.” The duly elected President, Secretary, Treasurer, Maintenance Officer, and Architectural officer of the Corporation.
“Plat”, or in the plural, “Plats.” The originally recorded plats of the Lakes of Liberty Mills, Section I, recorded as Document Number 960061964, in Plat Cabinet C, Page 135; the Lakes of Liberty Mills, Section II, recorded as Document Number 980042570, in Plat Cabinet D, Page 23; the Lakes of Liberty Mills, Section II, recorded as Document Number 201038070, in Plat Cabinet D, page 106; and the Lakes of Liberty Mills, Section IV, recorded as Document Number 203095108, in Plat Cabinet E, page 172 all in the Office of the Recorder of Allen County, Indiana, hereby approve this Amended and Restated Dedication of Easements, Protective Covenants, Restrictions and Limitations for The Lakes of Liberty Mills Sections I, II, III, and IV, a subdivision in Aboite Township, Allen County, Indiana. The Plats for Section I, II, III, and IV may also be referred to collectively as “Lakes of Liberty Mills.” The term “Plat” or “Plats” is synonymous with, and shall be used interchangeably with, the term “Subdivision” as used in these Bylaws.
1.3.13 "President." The duly elected president of the Corporation.
1.3.14 "Restrictive Covenants." The recorded Dedication, Easements, Protective Covenants, Restrictions and Limitations for each Section of the Subdivision and
any amendments and restatements thereto.
1.3.15 "Secretary." The duly elected secretary of the Corporation.
1.3.16 "Section." A platted section of the Subdivision, which may be specifically identified by reference to a particular section number.
1.3.17 "Subdivision." Collectively, all existing subdivisions of the Lakes of Liberty Mills, according to the plats thereof as recorded in the office of the Recorder of Alien
County, Indiana.
1.3.18 "Treasurer." The duly elected treasurer of the Corporation.
ARTICLE 2
ARTICLE 2 - MEETINGS OF MEMBERS
SECTION 2.1. MEMBERSHIP. Every Owner shall be a Member. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment.
SECTION 2.2. ANNUAL MEETING. An annual meeting of the Members shall be held at a date and time fixed by the Board. The purpose of the annual meeting shall be to approve the Corporation’s annual budget, elect Directors, and to transact such other business as may come before the meeting. Failure to hold an annual meeting at the designated time shall not affect the validity of any action taken at a meeting of the Members.
SECTION 2.3. SPECIAL MEETINGS. Special meetings of the Members may be called by the President, the Board, or by written petition signed by not less than one-tenth (1/10th) of all Members authorized to vote.
SECTION 2.4. PLACE OF MEETING. The Board may designate any place within Allen County in the State of Indiana as the place of meeting for any special or annual meeting. If no designation is made, the place of the meeting shall be the registered office of the Corporation.
SECTION 2.5. NOTICE OF MEETINGS.
2.5.1 Notice Requirements. A notice stating the place, day and hour of an annual or a regular meeting and, in the case of a special meeting, the purpose for which
the meeting is called, shall be conveyed to Members by any means permitted under the laws of the State of Indiana.
2.5.2 Waiver of Notice. Attendance at any meeting in person, or by a duly authorized attorney in fact, or by proxy, shall constitute a waiver of notice of such meeting.
SECTION 2.6. QUORUM. Unless otherwise provided by the Articles of Incorporation, at any meeting of the Membership, those Members in attendance, qualified to vote as Members, represented in person or by proxy, shall constitute a quorum.
SECTION 2.7. PROXIES. At any meeting a Member can only vote the proxy of one other member.
2.7.1. Pursuant to I.C. § 32-25.5-3-10, and as may be amended, recodified or replaced, any proxy that does not contain the following information is void:
(a) The name and address of the Member giving the proxy.
(b) The name of the individual empowered to exercise the member’s proxy.
(c) The date on which the proxy is given.
(d) The date of the meeting for which the proxy is given.
(e) The member’s signature.
(f) An affirmation under the penalties of perjury that the individual signing the proxy has the authority to grant the proxy to the individual named in the proxy to
exercise the member’s proxy.
2.7.2. A Member may state in a proxy that the proxy is limited in its use to specific matters described in the proxy.
2.7.3. A Member may give a proxy for the meeting referred to in the proxy and any continuation of that meeting. If the proxy states that it expires on a stated date, the
date may not be more than one hundred eighty (180) days after the date on which the proxy is given.
2.7.4 A Member may submit a proxy that complies with this section to the Secretary or other individual designated by the Board by (1) hand delivery, (2) United States
mail, (3) facsimile, or (4) e-mail.
2.7.5 A proxy, or a copy of the proxy, that is exercised for any purpose at a meeting, shall be kept with the records of the meeting.
SECTION 2.8. ORGANIZATION OF MEETING. The President, and in his absence, one of the other Board Officers, and in their absence, any Member chosen by the Membership present, shall call meetings of the Members to order and shall act as chairman of such meeting. The Secretary of the Association shall act as secretary of all meetings of the Members. In the absence of the Secretary, the presiding officer may appoint a Member to act as secretary of the meeting.
SECTION 2.9. VOTING LIST. The Secretary shall maintain a complete and accurate list of all Members and of all Members entitled to vote at any meeting of the Members.
SECTION 2.10. VOTING. A Member shall be entitled to one (1) vote for each Lot owned by such Member, but only if that Member has paid in full all Assessments, and all other charges or fees due to the Corporation for the current fiscal year and all prior fiscal years. When more than one person holds an interest in a Lot, all such persons shall be Members. The vote for such Lot shall be exercised as such persons determine, but in no event shall more than one vote be cast with respect to one Lot.
SECTION 2.11. ACTION BY CONSENT WITHOUT MEETING. Any action which may be taken at a meeting of the Members may be taken without a meeting if evidenced by the approval of more than sixty-six percent (66%) of the Members and included in the minutes or filed with the corporate records reflecting the action taken. For purposes of this Section 2.10, a consent granted by e-mail or consent otherwise transmitted electronically by a Member shall be deemed to be acceptable evidence of consent. Action taken by written consent is effective when the last Member signs the consent, unless the consent specifies a different prior or subsequent effective date.
ARTICLE 3 - BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS AND DUTIES. The control and management of the affairs of the Corporation shall be vested in the Board. Board shall discharge all duties identified in the Restrictive Covenants and shall maintain the Subdivision in accordance with the Restrictive Covenants. The Board shall maintain all property owned by the Corporation and perform all other duties necessary to manage the affairs of the Corporation, including the hiring of professionals and service providers to assist the Board in carrying out its duties.
SECTION 3.2. NUMBER AND TENURE.
3.2.1 GENERAL. The Board of Directors shall consist of five (5) to seven (7) Members. Directors shall hold office for a term of two (2) years, and until the successor
of the Director shall have been elected by a majority of the Members of the Association who attend the annual meeting.
3.2.2 ELECTION OF DIRECTORS. Directors shall be elected by a majority of the assembled Members at the annual Member’s meeting. Electable Members who wish
to be placed on the election ballot must notify the President or Secretary either by e-mail or through written means within ten (10) days prior to the annual
meeting. Members running for office should provide a candidate statement at time of application. Directors shall hold office for a term of two years and until their
successors are elected and qualified. All Directors must be citizens of the United States and be at least eighteen (18) years of age. There is a limit of one (1)
Director serving per Lot. A Member is not eligible to be elected as a Director “if: (1) the Member has not paid in full all Assessments and other charges or fees
due to the Corporation for the current fiscal year and all prior fiscal years or (2) a majority of the Board of Directors has determined that the Member has an
unresolved violation of the Covenants.
SECTION 3.3. DIRECTOR STANDING. To remain in good standing, each Board Member: (1) shall not miss more than one-third (1/3rd) of scheduled Board meetings, (2) participate in Board sanctioned social events, and (3) attend the Annual Meeting. Board Members may be excused from Board Meetings, Annual Meetings, or Social Events, upon a majority vote of the Board. Failure to remain in good standing shall constitute cause for removal of a Director under Section 3.14.
SECTION 3.4. REGULAR BOARD MEETINGS. A regular annual meeting of the Board shall be held without notice, immediately after, and at the same place as, the annual meeting of Members. The Board may set the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without conveying notice of such meetings to the Members.
SECTION 3.5. SPECIAL BOARD MEETINGS. Special meetings of the Board may be called by or at the request of the President or two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Indiana, as the place for holding any special meeting called by them.
SECTION 3.6. NOTICE OF SPECIAL BOARD MEETINGS. Notice of any special meeting of the Board shall be given to the Directors at least two (2) days prior to the meeting. Notice of the special meeting shall be by any means allowable under the laws of the Act. A Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting 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 need be specified in the notice or waiver of notice of such meeting, unless specifically required by law of the Act or the Bylaws.
SECTION 3.7. POWER TO ELECT AND APPOINT OFFICERS. The Board shall appoint a President, a Secretary, a Treasurer, a Maintenance Officer, and an Architectural Officer. The Board shall have the power to appoint such other agents as the Board may deem necessary for transaction of the business of the Corporation. Any officer or agent may be removed by the Board whenever in the judgment of the Board the interests of the Corporation will be served by a removal. The Board shall also have power to fill any vacancy in any office occurring for any reason whatsoever.
SECTION 3.8. POWER TO ASSESS. The Board shall have the power to determine and collect Assessments, whether annual assessments or special assessments, user fees, and other charges, fines, or penalties against Owners. In the exercise of this power, the Board shall not exceed the authority or limitations imposed by the Restrictive Covenants.
SECTION 3.9. DELEGATION OF POWERS. For any reason deemed sufficient by the Board, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, provided a majority of the entire Board of Directors concurs therein. Any two or more offices may be held by the same person, except the office of President and Treasurer.
SECTION 3.10. PARTICIPATION IN MEETINGS BY ELECTRONIC COMMUNICATION. Any or all Directors may participate in a meeting of the Board, or a committee of the Directors, by means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 3.11. ACTION BY CONSENT WITHOUT MEETING. Any action which may be taken at a meeting of the Board may be taken without a meeting if evidenced by a majority of the Directors and included in the minutes or filed with the corporate records reflecting the action taken. For purposes of this Section 3.10, a consent granted by e-mail or consent otherwise transmitted electronically by a Director shall be deemed to be acceptable evidence of consent. Action taken by written consent is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent effective date.
SECTION 3.12. RESIGNATION. A Director may resign by delivering written notice to the Board, the President, or Secretary. A resignation is effective when delivered unless the notice specifies a later effective date.
SECTION 3.13. VACANCIES. Any vacancy among the Board caused by removal, resignation, death, change in Membership status or other incapacity, or if the Board authorizes an increase in the number of Directors comprising the Board, such vacancy may be filled by the Board; or if the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all of the Directors remaining in office. The new Director shall serve until the expiration of the term for which the Director's predecessor was elected.
SECTION 3.14. REMOVAL. A Director may be removed for cause at any time at any regular meeting of the Members or at a special meeting of the Members called for such purposed by the affirmative vote of a majority of the Members in attendance at the meeting.
SECTION 3.15. QUORUM AND VOTING REQUIREMENTS.
3.15.1 A quorum of the Board for the transaction of all business, except filling vacancies on the Board, shall consist of a majority of the number of Directors who have
been duly appointed at the time that the vote occurs. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act
of the Board.
3.15.2 The right of dissent or abstention is not available to a Director who votes in favor of the action taken. A Director who is present at a meeting when corporate
action is taken is deemed to have assented to the action unless:
3.15.2.1 The Director objects at the beginning of the meeting (or promptly upon a Director's arrival) to holding it or transacting business at the meeting;
3.15.2.2 The Director's dissent or abstention from the action is entered into the minutes of the meeting; or
3.15.2.3 The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the
Secretary immediately after adjournment of the meeting.
ARTICLE 4 - OFFICERS AND AGENTS
SECTION 4.1. GENERAL PROVISIONS. The Board shall appoint Officers and agents of the Corporation. Each officer and agent of the Corporation must be a Director. The Officers of the Corporation shall be a President, a Treasurer, a Maintenance Officer, and an Architectural Officer. The Corporation may appoint various agents as deemed desirable by the Board.
SECTION 4.2. ELECTION AND TERM OF OFFICE. Officers of the Corporation shall be appointed to a one (1) year term of office by consensus of the Board each year following the election of Directors. If consensus cannot be reached, then the Board shall, by majority vote, determine who shall serve as Officers. Each officer shall hold office for one (1) year or until the successor shall have been duly elected and shall have qualified, unless earlier removed by the Board. All Officers can be removed at any time by the affirmative vote of the majority of the Directors. Officers shall be eligible for re-election.
SECTION 4.3. PRESIDENT. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board and Members. Under the Board's direction, the President shall have general supervision over the affairs of the Corporation and over the other Officers. The President shall be the primary point of contact for questions from Members. The President shall have the power to appoint committees. The President shall perform all such other duties as are incident to this office.
SECTION 4.4. TREASURER. The Treasurer shall have custody of all monies, securities, and other valuables of the Corporation and shall give bond in such sums and with such surety as the Board may require, conditioned upon the faithful performance of the Treasurer's office. The Treasurer shall maintain a correct and complete record of accounts showing accurately, at all times, the financial condition of the Corporation. The Treasurer shall immediately deposit all funds of the Corporation coming into the Treasurer's hands in a bank or other depository to be designated by the Board and keep such bank account or accounts in the name of the Corporation. The Treasurer shall be responsible for paying the Association’s bills and keeping receipts and records of these payments. The Treasurer shall be responsible for notifying Members of annual and special assessments and for taking the necessary action under the Covenants to ensure that the assessments are paid. The Treasurer shall perform all such other duties as are incident to this office or that may, from time to time, be delegated by the President or the Board.
SECTION 4.5. SECRETARY. The Secretary shall have the responsibility to ensure that notices required by the Bylaws are properly issued, and that the minutes of all meetings of the Board and membership are adequately prepared and kept. The Secretary shall have responsibility for all corporate books, records and papers, and shall authenticate the records of the Corporation. The Secretary shall perform all such other duties as are incident to this office that may, from time to time, be delegated by the President or the Board.
SECTION 4.6. MAINTENANCE OFFICER. The Maintenance Officer shall: (1) have the responsibility to obtain contractor bids, (2) verify contractor liability insurance coverage (3) select contractors, (4) submit proposed contracts and contractors for Board review and approval, (5) sign contracts for services to be provided for the association, (6) maintain a list of all contractors, and (7) retain copies of all contractor contracts as records of the Corporation.
SECTION 4.7. ARCHITECTURAL OFFICER The Architectural Officer shall: (1) receive all applications for architectural alterations and improvements, (2) obtain adequate documentation of the specifics of the application, (3) review with and obtain approval of the applications from the architectural committee (which will consist of at least two additional Board of Directors) and, (4) maintain all applications, disapprovals, and approvals as records of the Corporation.
SECTION 4.8. VACANCIES. Vacancies among elected and appointed Officers or agents occurring during the two-year terms shall be filled by the Board.
ARTICLE 5 - COMMITTEES
SECTION 5.1. COMMITTEES. The President and/or the Board shall have the power to appoint other standing or special committees of such size as they may deem necessary to properly carry on the activities and effect the purposes of the Corporation. A Member does not have to be on the Board to participate in or chair any such committee. Any committees formed by the President and/or the Board shall perform as the President or the Board directs.
ARTICLE 6
ARTICLE 6 - EXECUTION OF DOCUMENTS AND NON-BUDGETED EXPENDITURES
SECTION 6.1. CONTRACTS. Unless otherwise provided by the Board, all contracts, leases, commercial paper and other instruments in writing shall be signed by the President or those Officers or employees of the Corporation as the Board may, from time-to- time, designate by resolution. All bond, deeds, and mortgages shall be signed by the President or those Officers or employees of the Corporation as the Board may, from time-to- time, designate by resolution.
SECTION 6.2. CHECKS AND DRAFTS. All checks, drafts, and orders for the payment of money shall be signed by the President, the Treasurer, or those Officers or employees of the Corporation as the Board may, from time-to- time, designate by resolution.
SECTION 6.3. LOANS TO OFFICERS. No loan or money or property or any advance on account of services to be performed int eh future shall be made by the Association to any officer or Director of the Association.
SECTION 6.4. DUES REMISSION FOR OFFICERS AND BOARD MEMBERS. The Officers of the Association will be forgiven full annual Association dues in recognition of services on behalf the Association for a full year. Non-Officer Board Members will be forgiven one-half (1/2) of their Association dues in recognition of service for a full year. Remission of dues for Officers will be limited to the amount of a single annual due even if fulfilling more than one office at that time. Service that does not extend for a full year (from one annual meeting to the next annual meeting) will cause reinstatement of annual dues on a prorated basis for that portion of the year not served unless waived in writing by the President.
SECTION 6.5. BOARD MEMBER SPENDING. Members of the Board will be reimbursed up to One Hundred Fifty Dollars ($150.00) for necessary neighborhood-related expenses without approval from a majority of the Board. If these expenses are later determined by a majority of the Board to not be either necessary or neighborhood-related, the Board may vote not to reimburse the Member.
SECTION 6.6. NON-BUDGETED EXPENDITURES. Any expenditure greater than
$5,000.00, not proposed and approved at the annual meeting as part of the annual budget, deemed necessary by the Board, shall require approval of the majority of the Members in attendance at a special meeting of the Members.
ARTICLE 7 - INDEMNIFICATION AND NON-LIABILITY
SECTION 7.1. DEFINITIONS. As used in this Article 7, the following terms shall have the meanings stated in the Act at I.C. § 23-17-16 et seq., as may be amended, recodified or replaced, unless a contrary meaning is clearly intended: “corporation”, "director"; "expenses"; "liability"; "official capacity"; "party"; and "proceeding".
SECTION 7.2. SCOPE OF INDEMNIFICATION. The Corporation shall indemnify, in accordance with this Article 7, every individual who is or was at any time a Director, Officer, employee, or agent of the Corporation, against liability (including without limitation, all amounts paid by way of settlement of any asserted liability) and reasonable expenses, including attorney fees, incurred by such individual in connection with, or resulting from, any proceeding (whether actual or threatened, brought by or in the right of the Corporation, or otherwise, and including any related appeal) in which such individual may become involved as a party by reason of that party's being or having been a Director, Officer, employee or agent of the Corporation, or by reason of any action taken or not taken in such capacity, whether or not such individual continues to serve in such capacity at the time such liability or expense is incurred, provided the applicable requirements stated in this Article 7 are satisfied.
SECTION 7.3. STANDARD OF CONDUCT FOR INDEMNIFICATION.
7.3.1 Indemnification under Section 7.2 shall be required only if an individual is determined to have satisfied the applicable standard of conduct stated below:
7.3.1.1 In the case of a proceeding other than a criminal proceeding: (a) the individual's conduct was in good faith; and (b) the individual, acting in the individual's
capacity or otherwise, reasonably believed the individual conduct was not opposed to the Corporation's best interests.
7.3.1.2 In the case of a criminal proceeding, the individual either: (a) had reasonable cause to believe the individual's conduct was lawful; or (b) had no
reasonable cause to believe the individual's conduct was unlawful.
7.3.2 The conduct of a Director or Officer with respect to any employee benefit plan administered or provided by the Corporation, for a purpose the Director or Officer
reasonably believed to be in the interests of the participants in, and beneficiaries of, the plan is conduct that satisfies the requirements of Section 7.3.1.2.
7.3.3 The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere, or its equivalent, is not, of itself, determinative that
an individual did not meet the standard of conduct described in Section 7.3.1.
SECTION 7.4 AUTHORIZATION OF INDEMNIFICATION.
7.4.1 Except for a mandatory indemnification under Section 7.5, the Corporation may not indemnify an individual under this Article 7, unless authorized in each specific
case after a determination has been made that indemnification is permissible because the individual has met the necessary standard of conduct specified in
Section 7.3, or unless otherwise authorized under Indiana law.
7.4.2 The determination shall be made by any one of the following procedures:
7.4.2.1 By the Board. By a majority of a quorum of the Board consisting of Directors not at the time parties to the proceeding.
7.4.2.2 If a quorum cannot be obtained under Section 7.4.2.1, by a majority vote of a committee duly designated by the Board (in which designation, Directors
who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding.
7.4.2.3 By special legal counsel either: (a) selected by the Board or its committee in the manner prescribed in Sections 7.4.2.1 or 7.4.2.2; or b) if a quorum of
the Board cannot be obtained under Section 7.4.2.1, and a committee cannot be designated under Section 7.4.2.2, then selection by a majority vote of
the full Board (in which selection, Directors who are parties may participate).
7.4.2.4 By Members. By a majority of a quorum of the Members in attendance at a meeting called for the specific purpose of authorizing indemnification.
However, Memberships voted under the control of Directors who are at the time parties to the proceeding, may not be voted on the determination.
7.4.3 Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under Section 7.4.2.3 to select special legal counsel.
SECTION 7.5. MANDATORY INDEMNIFICATION.
7.5.1 The Corporation shall indemnify an individual who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the
individual was a party because the individual is or was a Director or Officer of the Corporation, against reasonable expenses incurred by such individual in
connection with the proceeding.
7.5.2 The evaluation of the reasonableness of expenses shall be made in the same manner as the procedures specified in Section 7.4.2.
SECTION 7.6. INDEMNIFICATION PROVISIONS NOT EXCLUSIVE. The provisions in this Article 7 regarding indemnification are not exclusive, and shall not limit in any way indemnification which is permitted by Indiana law.
SECTION 7.7. NON-LIABILITY OF DIRECTORS. The Directors shall not be liable to the Members or any other persons for any error or mistake of judgment exercised in carrying out their duties and responsibilities as Directors, except for their own individual willful misconduct, bad faith, or gross negligence. It is intended that the Directors shall have no personal liability with respect to any action taken by them, contract or agreement executed by them nor any document signed by them on behalf of the Corporation, and that in all matters the Board is acting for and on behalf of the Members and as their agent. Every contract drafted by the Board on behalf of the Corporation shall provide that the Board is acting as an agent for the Members and shall have no personal liability under the contract.
ARTICLE 8 - BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Members, the Board, and committees having any of the authority of the Board and shall keep a record of the names and addresses of the Members. All books and records of the Corporation may be inspected by any Member, or the Member's agent or attorney for any reasonable and necessary purpose at any reasonable time.
ARTICLE 9 - FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
ARTICLE 10 - GRIEVANCE RESOLUTION
In accordance with I.C. § 32-25.5-1 et seq., as may be amended, recodified, or replaced, the Board shall adopt, implement, and maintain a Grievance Resolution Policy. Such Grievance Resolution Policy, as may be amended by the Board, shall be incorporated into these Bylaws by reference and be considered part of the Corporation’s governing documents as defined in I.C. § 32-25.5-2-3, as may be amended, recodified, or replaced.
[*** The Grievance Resolution Policy is attached as a PDF below. ***]
ARTICLE 11 - AMENDMENTS OF BYLAWS
The Bylaws may be amended by the Board upon an affirmative vote of a majority of the Board Members present at any regular or special meeting called for the purpose of amending the Bylaws.
ARTICLE 12 - MISCELLANEOUS
SECTION 12.1. MEMBERSHIP CERTIFICATES. The Board is not required to issue to any Member a certificate from the Corporation evidencing membership in the Corporation.
SECTION 12.2. APPLICABLE LAW. This document shall be construed in accordance with the laws of the State of Indiana.
SECTION 12.3. SEVERABILITY. If one or more of the provisions of this document shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this document; and this document shall be reformed and construed as if such invalid, illegal, or unenforceable provisions had not been contained in it.
SECTION 12.4. TIME OF ESSENCE. Time is of the essence of this document.
SECTION 12.5. HEADINGS AND GENDER. Headings are for reference only, and do not affect the provisions of this document. Where appropriate, the masculine gender shall include the feminine or the neuter, and the singular shall include the plural.
SECTION 12.6. COMPUTATION OF TIME. In computing a time period prescribed in this document, the day of the act or event shall not be counted. All subsequent days, including intervening weekend days and holidays, shall be counted in the period. The last day of the period so computed is to be included unless it is a weekend day or a legal holiday as defined under Indiana law, in which case the period is to be extended to the next day that is not a weekend day or holiday.
IN WITNESS WHEREOF, the Secretary hereby certified that a majority of the Board of Directors for the Lakes of Liberty Mills Community Association, Inc. have approved this Amended and Restated Bylaws of the Lakes of Liberty Mills Community Association, Inc. as of this 9th day of July, 2025.
| lolm_grievance_resolution_policy.pdf |