BY-LAWS
Revised 01/20/2016, 11/11/19, 11/25/19, 10/13/21
BY-LAWS
ARTICLE I
DEFINITIONS
Section 1 - Name.
The name of the association shall be Lakes of Liberty Mills Community Association, Inc. (hereinafter to as the "Association").
Section 2 - Seal
The directors, having determined that a corporate seal is no longer necessary in the State of Indiana, the same have elected to not employ such a seal at this time.
Section 3 - Fiscal Year.
The fiscal year of the Association shall begin at the beginning of the 1st day of January and end at the close of the last day of December next succeeding.
ARTICLE II
MEMBERSHIP AND VOTING RIGHTS
Section 1 – Membership.
Every owner of a lot in Lakes of Liberty Mills, a subdivision in Aboite Township, Allen County, Indiana, shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment
Section 2 – Voting Membership.
The Association shall one class of voting membership; Class members shall be entitled to one (1) vote for each lot owned. When more than one person holds interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any one lot.
ARTICLE III
MEETINGS OF MEMBERSHIP
Section 1 – Place of Meeting.
Any or all meetings of membership of the Association shall be hold at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent membership thereat.
Section 2 – Annual Meeting.
The annual meeting of the membership for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at 7:00 p.m. on the First Wednesday of October of each year, if such day is not a legal holiday, and if a holiday then on first following day that is not a legal holiday. If for any reasons the annual meeting of the membership shall not be held at the time and place herein provided, the same may be hold at any time thereafter, or the business to be transacted at such annual meeting may be transacted at any special meeting called for that purpose.
Section 3 – Special Meetings.
Special meetings of the membership may be called by the president, by a majority of the board of directors, or by written petition signed by not less than one-tenth (1/10) of all members authorized to vote.
Section 4 – Notice of Meetings.
A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered or mailed by the secretary or the officers or persons calling the meeting, to each member of record of the Association at the time entitled to vote, at such address as appears upon the records of the Association, at least (10) days before the date of the meeting. Notice of any such meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting, in person or by proxy shall constitute a waiver of notice of such meeting.
Regular board meetings will be on the following schedule:
3rd Wed of January
3rd Wed of April
3rd Wed of June
3rd Wed of Aug
1st Wed of October – Annual meeting
2nd Wed of Nov – Post annual meeting
Section 5 – Voting at Meetings.
Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every member of the Association shall have the right at all meetings of the membership of The Association to one vote for each lot owned.
Section 6 - Proxies
A member may vote, either in person or by proxy executed in writing by the members, or a duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided twin. At any meeting of the membership, an Owner is prohibited from submitting and/or voting more than (1) proxy from another Owner. An Owner is defined in the Covenants as “the record Owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties (as that term is defined herein), including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 7 – 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 8 – Organization.
The president, and in his absence, the vice-president, and, in their absence, any member chosen by the membership present, shall call meetings of the membership to order and shall act as chairman of such meetings, and the secretary of the Association shall act as secretary of all meetings of the membership In the absence of the secretary the presiding officer may appoint a member to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors.
The board of directors shall consist of three (3) to nine (9) members, who shall be elected annually by a majority of the members of the Association who attend the annual meeting. Electable residents who wish to be placed on the election ballot must notify the President or Secretary either by email or through written means within 10 days of the annual meeting. Such directors shall hold office until the next annual meeting of the membership and until their successors are elected and qualified. All directors must be citizens of the United States and be at least 18 years of age. There is a limit of 1 director serving per lot.
Section 2 – Duties.
The corporate power of this Association shall be vested in the board of directors, who shall have the management and control of the business of the Association. They shall employ such agents and servants as they may deem advisable, and fix the rate of compensation of all agents, employees and officers.
To remain in good standing, Board Members
Section 3 – Resignation.
A director may resign at any time by filing his written resignation (email acceptable) with the secretary.
Section 4 - Removal.
Any director may be removed for cause at any time at any regular meeting, or at such a special meeting of the membership of the Association called for such purpose by the affirmative vote of a majority of the membership.
Section 5 – Vacancies.
In case of any vacancy in the board of directors through death, resignation, removal or other cause, the remaining directors by the affirmative vote of a majority thereof may elect a successor to fill such vacancy until the next annual meeting and until his successor is elected and qualified. A majority of the entire board of directors shall be necessary to constitute a quorum. However, when filling vacancies, a majority of the existing directors shall be required for a quorum.
Section 6 - Annual Meetings.
The board of directors shall meet each year immediately after the annual meeting of the membership, at the place where such meeting of the membership has been held, for the purpose of organization, election of officers, and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this meeting. If such meeting is not held as above provided, the election of officers may be had at any subsequent meeting of the board specifically called in the manner provided in Article IV,' Section 7 of these bylaws.
Section 7 – Other Meetings.
Other meetings of the board of directors may be held upon the call of the president, or of two or more members of the board of directors, at any place within or without the State of Indiana, upon forty-eight hours’ notice, specifying the time, place and general purpose of the meeting, given to each director, either personally or by mailing. At any meeting at which all directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may likewise be waived by absent directors by written instrument.
Section 8 – Quorum.
At any meeting of the board of directors, the presence of a majority of the members of the board then qualified and acting shall constitute a quorum for the motion of any business except the filling of vacancies in the board of directors.
Section 9 – Organization.
The president and in his/her absence the vice-president and in their absence, any director chosen by the directors present, shall call meetings of the board of directors to order, and shall act as chairman of such meetings. The secretary of the Association shall act as secretary of the board of directors, but in the absence of the secretary the presiding officer may appoint any director to act as secretary of the meeting.
Section 10 – Order of Business.
The order of business at all meetings of the board of directors shall be as follows:
ARTICLE V
OFFICERS OF THE CORPORATION
.Section 1 – Officers.
The officers of the Association shall consist of a president, vice president, secretary, treasurer and maintenance officer. Any two or more offices may be held by the same person, except the office of president and treasurer. The board of directors by resolution may create and define the duties of other offices in the Association and may elect or appoint persons to fill such offices.
Section 2 – Vacancies.
Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Association or otherwise. the same shall be filled by the board of directors, and the officer so elected shall hold office until his successor is chosen and qualified.
Section 3 - President.
The presidents shall preside at all meetings of membership and directors, discharge all the duties which devolve a presiding officer, and perform such other duties, as this code of by-laws provides, or the board of directors may prescribe.
The president shall have full authority to execute proxies in behalf of the Association and to execute powers of attorney appointing other associations, partnerships, or individuals the agent of the Association, all subject to the provisions of the Indiana Business Corporation Law, the Articles of Incorporation and this code of by-laws.
Section 4 – Vice President.
The vice-president shall perform all duties incumbent upon the president during the absence or disability of the president, and perform such other duties as his code of by-laws may require. The vice president shall have accountability for annual picnic planning.
Section 5 – Secretary.
The secretary shall have the custody and care of the records, minutes and stock books of the Association. The secretary shall keep or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings and shall perform a like duty for all standing committees appointed by the board of directors, when required. The secretary shall attend to the giving and serving of all notices of the Association, shall file and take charge of all paper and documents belonging to the Association and shall perform such other duties as this code of by-laws may require or the board of directors may prescribe. The secretary shall have accountability for issuing the annual dues notice.
Section 6 - Treasurer.
The treasurer shall keep correct and complete records of account, showing accurately at all times, the financial condition of the Association. The treasurer shall be the legal custodian of all monies. notes, securities and other valuables which may from time to time come into the possession of the Association. The treasurer shall immediately deposit all funds of the Association coming into his hands in some reliable bank or other depository to be determined by the board of directors and shall keep such bank account in the name of the Association. The treasurer shall furnish at meetings of the board of directors, or whenever requested, a statement of the financial condition of the Association, and shall perform such other duties as this code of by-laws may require or the board of directors may prescribe. The treasurer may be required to furnish bond in such amount as shall be determined by the board of directors.
Section 7 – Maintenance Officer
The maintenance officer shall oversee general maintenance issues within the subdivision, including the obtaining bids for and the supervision of association maintenance requirements.
Section 8 – Delegation of Authority.
In case of the absence of any officer of the Association, or for any other reason that the board of directors may deem sufficient, the board of directors may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire board of directors concurs therein.
Section 9 – Execution of Documents.
Unless otherwise provided by the board of directors, all contracts, leases, commercial paper and other instruments in writing and legal documents, shall be signed by the president. All bonds, deeds and mortgages shall be signed by the president. All checks, drafts, notes and orders for the payment of money shall be signed by the president or treasurer or such other persons as the directors may from time to time designate.
Section 10 – Loans to Officers.
No loan of money or property or any advance on account of services to be performed in the future shall be made to any offices or director of the Association.
Section 11 - Dues Remission Officers & Board Members
The officers of the association board of directors (president, vice president, secretary, treasurer, and maintenance officer) will be forgiven full annual association dues in recognition for service on behalf of the association for a full year and board members (not officers) will be forgiven one half 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 dues even if fulfilling more than one office. Service that does not extend for a full year (association annual meeting to annual meeting) will cause the reinstatement of dues on a prorated basis for that portion of the year not served unless waived in writing by the president.
Section 12 - Board Member Spending
Members of the Board will be reimbursed up to $150 for necessary neighborhood-related expenses without a Board majority vote. 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.
ARTICLE VI
CORPORATE BOOKS
Section 1 – Place of Keeping In General.
Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation of the Association or by these By-Laws, the books and records of the Association may be kept at such place or places, within or without the State of Indiana, as the board of directors may from time to time by resolution determine.
ARTICLE VII
AMENDMENTS
Section 1 – Amendments.
The by-laws may be adopted, amended or repealed at any meeting of the board of directors by the vote of a majority thereof.
Revised 01/20/2016, 11/11/19, 11/25/19, 10/13/21
BY-LAWS
ARTICLE I
DEFINITIONS
Section 1 - Name.
The name of the association shall be Lakes of Liberty Mills Community Association, Inc. (hereinafter to as the "Association").
Section 2 - Seal
The directors, having determined that a corporate seal is no longer necessary in the State of Indiana, the same have elected to not employ such a seal at this time.
Section 3 - Fiscal Year.
The fiscal year of the Association shall begin at the beginning of the 1st day of January and end at the close of the last day of December next succeeding.
ARTICLE II
MEMBERSHIP AND VOTING RIGHTS
Section 1 – Membership.
Every owner of a lot in Lakes of Liberty Mills, a subdivision in Aboite Township, Allen County, Indiana, shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment
Section 2 – Voting Membership.
The Association shall one class of voting membership; Class members shall be entitled to one (1) vote for each lot owned. When more than one person holds interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any one lot.
ARTICLE III
MEETINGS OF MEMBERSHIP
Section 1 – Place of Meeting.
Any or all meetings of membership of the Association shall be hold at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent membership thereat.
Section 2 – Annual Meeting.
The annual meeting of the membership for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at 7:00 p.m. on the First Wednesday of October of each year, if such day is not a legal holiday, and if a holiday then on first following day that is not a legal holiday. If for any reasons the annual meeting of the membership shall not be held at the time and place herein provided, the same may be hold at any time thereafter, or the business to be transacted at such annual meeting may be transacted at any special meeting called for that purpose.
Section 3 – Special Meetings.
Special meetings of the membership may be called by the president, by a majority of the board of directors, or by written petition signed by not less than one-tenth (1/10) of all members authorized to vote.
Section 4 – Notice of Meetings.
A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered or mailed by the secretary or the officers or persons calling the meeting, to each member of record of the Association at the time entitled to vote, at such address as appears upon the records of the Association, at least (10) days before the date of the meeting. Notice of any such meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting, in person or by proxy shall constitute a waiver of notice of such meeting.
Regular board meetings will be on the following schedule:
3rd Wed of January
3rd Wed of April
3rd Wed of June
3rd Wed of Aug
1st Wed of October – Annual meeting
2nd Wed of Nov – Post annual meeting
Section 5 – Voting at Meetings.
Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every member of the Association shall have the right at all meetings of the membership of The Association to one vote for each lot owned.
Section 6 - Proxies
A member may vote, either in person or by proxy executed in writing by the members, or a duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided twin. At any meeting of the membership, an Owner is prohibited from submitting and/or voting more than (1) proxy from another Owner. An Owner is defined in the Covenants as “the record Owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties (as that term is defined herein), including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 7 – 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 8 – Organization.
The president, and in his absence, the vice-president, and, in their absence, any member chosen by the membership present, shall call meetings of the membership to order and shall act as chairman of such meetings, and the secretary of the Association shall act as secretary of all meetings of the membership In the absence of the secretary the presiding officer may appoint a member to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors.
The board of directors shall consist of three (3) to nine (9) members, who shall be elected annually by a majority of the members of the Association who attend the annual meeting. Electable residents who wish to be placed on the election ballot must notify the President or Secretary either by email or through written means within 10 days of the annual meeting. Such directors shall hold office until the next annual meeting of the membership and until their successors are elected and qualified. All directors must be citizens of the United States and be at least 18 years of age. There is a limit of 1 director serving per lot.
Section 2 – Duties.
The corporate power of this Association shall be vested in the board of directors, who shall have the management and control of the business of the Association. They shall employ such agents and servants as they may deem advisable, and fix the rate of compensation of all agents, employees and officers.
To remain in good standing, Board Members
- shall not miss more than 1/3 of scheduled Board meetings,
- are expected to participate in Board sanctioned social events and
- shall attend the Annual Meeting.
Section 3 – Resignation.
A director may resign at any time by filing his written resignation (email acceptable) with the secretary.
Section 4 - Removal.
Any director may be removed for cause at any time at any regular meeting, or at such a special meeting of the membership of the Association called for such purpose by the affirmative vote of a majority of the membership.
Section 5 – Vacancies.
In case of any vacancy in the board of directors through death, resignation, removal or other cause, the remaining directors by the affirmative vote of a majority thereof may elect a successor to fill such vacancy until the next annual meeting and until his successor is elected and qualified. A majority of the entire board of directors shall be necessary to constitute a quorum. However, when filling vacancies, a majority of the existing directors shall be required for a quorum.
Section 6 - Annual Meetings.
The board of directors shall meet each year immediately after the annual meeting of the membership, at the place where such meeting of the membership has been held, for the purpose of organization, election of officers, and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this meeting. If such meeting is not held as above provided, the election of officers may be had at any subsequent meeting of the board specifically called in the manner provided in Article IV,' Section 7 of these bylaws.
Section 7 – Other Meetings.
Other meetings of the board of directors may be held upon the call of the president, or of two or more members of the board of directors, at any place within or without the State of Indiana, upon forty-eight hours’ notice, specifying the time, place and general purpose of the meeting, given to each director, either personally or by mailing. At any meeting at which all directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may likewise be waived by absent directors by written instrument.
Section 8 – Quorum.
At any meeting of the board of directors, the presence of a majority of the members of the board then qualified and acting shall constitute a quorum for the motion of any business except the filling of vacancies in the board of directors.
Section 9 – Organization.
The president and in his/her absence the vice-president and in their absence, any director chosen by the directors present, shall call meetings of the board of directors to order, and shall act as chairman of such meetings. The secretary of the Association shall act as secretary of the board of directors, but in the absence of the secretary the presiding officer may appoint any director to act as secretary of the meeting.
Section 10 – Order of Business.
The order of business at all meetings of the board of directors shall be as follows:
- Record Attendance
- Review of the minutes of the preceding meeting and action thereon
- Old business
- New Business
ARTICLE V
OFFICERS OF THE CORPORATION
.Section 1 – Officers.
The officers of the Association shall consist of a president, vice president, secretary, treasurer and maintenance officer. Any two or more offices may be held by the same person, except the office of president and treasurer. The board of directors by resolution may create and define the duties of other offices in the Association and may elect or appoint persons to fill such offices.
Section 2 – Vacancies.
Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Association or otherwise. the same shall be filled by the board of directors, and the officer so elected shall hold office until his successor is chosen and qualified.
Section 3 - President.
The presidents shall preside at all meetings of membership and directors, discharge all the duties which devolve a presiding officer, and perform such other duties, as this code of by-laws provides, or the board of directors may prescribe.
The president shall have full authority to execute proxies in behalf of the Association and to execute powers of attorney appointing other associations, partnerships, or individuals the agent of the Association, all subject to the provisions of the Indiana Business Corporation Law, the Articles of Incorporation and this code of by-laws.
Section 4 – Vice President.
The vice-president shall perform all duties incumbent upon the president during the absence or disability of the president, and perform such other duties as his code of by-laws may require. The vice president shall have accountability for annual picnic planning.
Section 5 – Secretary.
The secretary shall have the custody and care of the records, minutes and stock books of the Association. The secretary shall keep or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings and shall perform a like duty for all standing committees appointed by the board of directors, when required. The secretary shall attend to the giving and serving of all notices of the Association, shall file and take charge of all paper and documents belonging to the Association and shall perform such other duties as this code of by-laws may require or the board of directors may prescribe. The secretary shall have accountability for issuing the annual dues notice.
Section 6 - Treasurer.
The treasurer shall keep correct and complete records of account, showing accurately at all times, the financial condition of the Association. The treasurer shall be the legal custodian of all monies. notes, securities and other valuables which may from time to time come into the possession of the Association. The treasurer shall immediately deposit all funds of the Association coming into his hands in some reliable bank or other depository to be determined by the board of directors and shall keep such bank account in the name of the Association. The treasurer shall furnish at meetings of the board of directors, or whenever requested, a statement of the financial condition of the Association, and shall perform such other duties as this code of by-laws may require or the board of directors may prescribe. The treasurer may be required to furnish bond in such amount as shall be determined by the board of directors.
Section 7 – Maintenance Officer
The maintenance officer shall oversee general maintenance issues within the subdivision, including the obtaining bids for and the supervision of association maintenance requirements.
Section 8 – Delegation of Authority.
In case of the absence of any officer of the Association, or for any other reason that the board of directors may deem sufficient, the board of directors may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire board of directors concurs therein.
Section 9 – Execution of Documents.
Unless otherwise provided by the board of directors, all contracts, leases, commercial paper and other instruments in writing and legal documents, shall be signed by the president. All bonds, deeds and mortgages shall be signed by the president. All checks, drafts, notes and orders for the payment of money shall be signed by the president or treasurer or such other persons as the directors may from time to time designate.
Section 10 – Loans to Officers.
No loan of money or property or any advance on account of services to be performed in the future shall be made to any offices or director of the Association.
Section 11 - Dues Remission Officers & Board Members
The officers of the association board of directors (president, vice president, secretary, treasurer, and maintenance officer) will be forgiven full annual association dues in recognition for service on behalf of the association for a full year and board members (not officers) will be forgiven one half 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 dues even if fulfilling more than one office. Service that does not extend for a full year (association annual meeting to annual meeting) will cause the reinstatement of dues on a prorated basis for that portion of the year not served unless waived in writing by the president.
Section 12 - Board Member Spending
Members of the Board will be reimbursed up to $150 for necessary neighborhood-related expenses without a Board majority vote. 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.
ARTICLE VI
CORPORATE BOOKS
Section 1 – Place of Keeping In General.
Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation of the Association or by these By-Laws, the books and records of the Association may be kept at such place or places, within or without the State of Indiana, as the board of directors may from time to time by resolution determine.
ARTICLE VII
AMENDMENTS
Section 1 – Amendments.
The by-laws may be adopted, amended or repealed at any meeting of the board of directors by the vote of a majority thereof.