By-Laws
of
Fyre Lake Association, Inc.
Sherrard, Illinois
AS ADOPTED
MARCH 15, 1973
AND LAST AMENDED
NOVEMBER 11, 2009
BY-LAWS OF FYRE LAKE ASSOCIATION, INCORPORATED
ARTICLE I
Purposes
The purposes of the Corporation as stated in its Certificate of Incorporation are
to own, maintain, buy and sell real estate, including parks, lakes, recreational
areas, roads and other amenities as a Property Owners’ Association at Fyre Lake
Development in Mercer County, Illinois, said development being residential property;
and to conduct business incidental to being a Property Owners’ Association.
The Corporation also has such powers as are now or may hereafter be granted by the
General Not For Profit Corporation Act of the State of Illinois.
ARTICLE II
Offices
The Corporation shall have and continuously maintain in this state a registered
office and a registered agent whose office is identical with such registered office,
and may have other offices within or without the State of Illinois as the Board
of Directors from time to time determine.
ARTICLE III
Members
SECTION 1. CLASSES OF MEMBERS. The Corporation shall have
two classes of Members. The designation of such classes are either Class A
or Class B and are determined by the class of lot owned.
Class A lots are those platted lots in Fyre Lake transferred by either legal or
equitable title from the developer. Once originally transferred from the developer
a lot will always remain Class A.
Class B lots are those platted lots in Fyre Lake that have never been transferred
either by legal or equitable title from the developer.
Class A Members are those persons who own Class A lots and persons owning an assessment-paying
unit on lots where multiple assessment-paying units are located on the same lot.
Multiple owners of a Class A lot shall be considered as one Class A Member.
Class B members are those persons who own Class B lots.
SECTION 2. VOTING RIGHTS. Each Class A member in good standing
shall be entitled to only one vote per lot on each matter submitted to a vote of
such members. Class B Members shall only vote in a vote to change any covenants
which affect their rights as lot owners. Class A Members may require the
Board of Directors to take certain action by presenting to the Board a petition
signed by Class A members in good standing, where such Members constitute at least
forty (40) percent of all Class A Members. Within ninety (90) days of receipt
of a qualified petition, the Board of Directors shall either have taken the action
specified in the petition or put the matter to a vote of the Class A Members.
Each matter submitted to a vote of the Members shall be by written mailed ballot.
Such ballot shall be prepared and mailed by the Secretary to the Members at least
twenty (20) days and not more than forty (40) days in advance of the date set therein
for return of the ballots, and which shall be a date not later than ninety (90)
days after receipt of the petition. Voting procedures to be conducted in a
manner consistent with those prescribed in Article V, Section 3. ELECTION OF DIRECTORS.
SECTION 3. SUSPENSION OF MEMBERSHIP PRIVILEGES. The Board
of Directors by majority vote may suspend the privileges of a Member for cause in
accordance with 8 (e) of the Restrictive Covenants.
SECTION 4. RESIGNATION. Any Member who shall sell their
lot at Fyre Lake shall be deemed to have resigned from this Association. However,
such resignation shall not relieve the Members so resigning of the obligation to
pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 5. TRANSFER OF MEMBERSHIP. Class A Membership in
this Corporation is not transferable or assignable, except upon verified sale of
the lot(s) from which membership is derived, payment in full of all charges, and
acknowledgement of Membership for the new owner.
ARTICLE IV
Meetings of Members
SECTION 1. ANNUAL MEETING. An annual meeting of the Members
shall be held on the first Wednesday of April in each year, at the hour of 7:30
o’clock, p.m., for the purpose of electing Directors and receiving reports from
the President, Treasurer, Secretary, other officers and committees. If the
election of Directors shall not be held on the day designated herein for any annual
meeting, or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the Members called as soon thereafter as conveniently
may be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Members
may be called either by the President, the Board of Directors, or by the Members
per Article III, Section 2., of these By-laws.
SECTION 3. PLACE OF MEETING. The Board of Directors shall
designate any place, within the State of Illinois, as the place of meeting for any
annual meeting or for any special meeting.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice
stating the place, day and hour of any meeting of Members shall be delivered, whether
personally or by mail, or by e-mail, to each Member not less than ten (10) nor more
than forty (40) days before the date of such meeting, by or at the direction of
the President, or the Secretary, or the Officers. In case of a special meeting
or when required by statute or by these by-laws, the purpose for which the meeting
is called shall be stated in the notice. If mailed, the notice of a meeting
shall be deemed delivered when deposited in the United States mail addressed to
the Member at their address as it appears on the records of the Corporation, with
postage thereon prepaid. If such notice is sent by e-mail, the notice of
meeting shall be deemed delivered when it is sent to the e-mail address provided
to the Corporation by the Member.
ARTICLE V
Board of Directors
SECTION 1. GENERAL POWERS. The affairs of the Corporation shall
be managed by its Board of Directors, subject to the requirements that certain matters
be submitted to the membership pursuant to Article III hereof.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
Directors shall be five. In even-numbered years, three (3) Directors shall
be elected for two year terms of office; and in odd-numbered years the remaining
two (2) Directors shall be elected for two year terms of office. Each Director
shall serve until their successors shall have been elected and qualified.
Directors need not be residents of Illinois, but must be Members in good standing
of Fyre Lake Association, Inc.
SECTION 3. ELECTION OF DIRECTORS.
Sub-Section 1. Election to the Board shall be by written ballot as hereinafter
provided. At such election, the Members may cast, in respect to each vacancy,
as many votes as they are entitled to exercise under the provisions of Article III,
Section 2., of these By-laws. The name(s) receiving the largest number of
votes shall be declared elected.
Sub-Section 2. All elections to the Board shall be made on written ballot
which shall:
(a) Describe the vacancies to be filled;
(b) set forth the names of those petitioning for such vacancies;
(c) contain a space for write-in vote by the Members for each vacancy.
Such ballots shall be prepared and mailed by the Secretary to the Members
at least twenty (20) days and not more than thirty (30) days in advance of the date
set forth therein for return of ballots (which shall be a date not later than the
day before the annual or special meeting called for elections).
Sub-Section 3. Each Member shall receive as many ballots as they have
votes. Notwithstanding that a Member may be entitled to several votes, they
shall exercise on any one ballot only one vote for each vacancy shown thereon.
Completed ballots shall be returned as follows:
Each ballot shall be placed in a sealed envelope marked “Ballot” but not marked
in any other way. However, any such additional markings shall not be reason
to disqualify such ballots. Each such “Ballot” envelope shall contain only
one ballot, and the Members shall be advised that, because of the verification procedures,
the inclusion of more than one ballot in any one “Ballot” envelope shall disqualify
the return. Such “Ballot” envelope, or envelopes (if the Member is exercising
more than one vote), shall be placed in another sealed envelope which shall bear
on its face the name and signature of the Member, or signature of at least one Member
if there are multiple owners of one lot, and that lot is entitled to only one vote,
the number of ballots being returned, and such other information as the Board may
determine will serve to establish their right to cast the vote or votes presented
in the ballot or ballots contained therein. The ballots shall be returned
to the Secretary at the address stated in the ballot transmittal.
Sub-Section 4. Upon receipt of each return, the Secretary shall immediately
place it in a safe or other locked place until the day set for the annual or other
special meeting at which the elections are to be held. On that day, the external
envelopes containing the “Ballot” envelopes shall be turned over, unopened, to an
Election Committee which shall consist of three (3) Members in good standing appointed
by the Board. The Election Committee shall not include any current Directors,
or any Members who are candidates for the election for which the Election Committee
is being seated. The Election Committee shall then adopt a procedure which
shall:
(a) Establish that the number of envelopes marked “Ballot” corresponds to
the number of votes allowed to the Member identified on the outside envelope containing
them; and
(b) that the signature of the Member on the outside envelope is a Member in
good standing.
Such procedure shall be taken in such a manner that the vote of any Member shall
not be disclosed to anyone, even the Election Committee.
The outside envelopes shall thereupon be placed in a safe or other locked place
and the Election Committee shall proceed to the opening of the “Ballot” envelopes
and the counting of the votes. If any “Ballot” envelope is found to contain
more than one ballot, all such ballots shall be disqualified and shall not be counted.
After the announcement of the results, unless a review of the procedure is demanded
at such meeting by the majority of the Members present, the ballots and the outside
envelopes shall be destroyed within a reasonable time.
SECTION 4. REGULAR MEETINGS. A regular annual meeting of
the Board of Directors shall be held without other notice than this by law, after
the annual meeting of Members. The Board of Directors may provide by resolution
the time and place within the State of Illinois for holding of additional regular
meetings of the Board without other notice than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by or at the request of the President or any two Directors.
The person or persons authorized to call special meetings of the Board may fix any
place within the State of Illinois as the place for holding any special meeting
of the Board called by them.
SECTION 6. NOTICE. Notice of any special meeting of the
Board of Directors shall be given at least two (2) days previously thereto by written
notice delivered personally or sent by mail or e-mail to each Director at their
address as shown by the records of the Corporation. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail in a sealed
envelope so addressed, with the postage thereon prepaid. If notice be given
by e-mail, such notice shall be deemed to be delivered when the e-mail is sent to
the e-mail address provided by the Director. Any Director may waive notice
of any meeting. The attendance of any 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 of waiver of notice of such meeting, unless specifically required
by law or by these By-laws.
SECTION 7. QUORUM. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the
Board, provided, that if less than a majority of the Directors are present at said
meeting, a majority of the Directors present may adjourn the meeting from time to
time without further notice.
SECTION 8. MANNER OF ACTING. The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, except where otherwise provided by law or by these By-laws.
SECTION 9. VACANCIES. Any vacancy occurring in the Board
of Directors of any Directorship to be filled by reason of an increase in the number
of Directors, shall be filled by the Board of Directors. A vacancy created
by the resignation, removal or death of a Director may be filled by election of
the Board. A Director elected to fill a vacancy shall be elected for the
unexpired term of their predecessor in office.
SECTION 10. COMPENSATION. Directors as such shall not receive
any stated salaries for their services, but by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the board; provided, that nothing herein contained
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 11. INDEMNIFICATION. The Corporation shall indemnify
any and all of its Directors or Officers, or former Directors or Officers, or any
person who may have served at its request or by its election as a Director or Officer
of another Corporation, for expenses actually and necessarily incurred by them in
connection with the defense or settlement of any action, suit or proceeding in which
they or any of them are made parties, or a party, by reason of being or having been
Directors or a Director or Officer of the Corporation, or of such other Corporation,
except in relation to matters as to which any such Director or Officer or former
Director or Officer or person shall be adjudged in such action, suit or proceeding
to be liable for willful misconduct in the performance of duty and to such matters
as shall be settled by agreement predicated on the existence of such liability.
ARTICLE VI
Officers
SECTION 1. OFFICERS. The Officers of the Corporation shall
be a President, one or more Vice Presidents (the number thereof to be determined
by the Board of Directors), a Treasurer, a Secretary and such other Officers as
may be elected in accordance with the provisions of this Article. The Board
of Directors may elect or appoint such other officers, including one or more assistant
Secretaries and one or more assistant Treasurers, as it shall deem desirable, such
Officers to have the authority and perform the duties prescribed, from time to time,
by the Board of Directors. Any two or more offices may be held by the same
person, except the offices if the President and Secretary.
SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of
the Corporation shall be elected annually by the Board of Directors at the regular
annual meeting of the Board of Directors. If the election of Officers shall
not be held at such meeting, such election shall be held as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any meeting
of the Board of Directors. Each Officer shall hold office until their successor
shall have been duly elected and shall have qualified.
SECTION 3. REMOVAL. Any Officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in its
judgement the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal
executive Officer of the Corporation and shall in general supervise and control
all of the business and affairs of the Corporation. They shall preside at
all meetings of the Members and of the Board of Directors. They may sign,
with the Secretary or any other proper Officer of the Corporation authorized by
the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors have authorized to be executed, except in cases where
the signing or execution thereof shall be expressly delegated by the Board of Directors
or by these By-laws or by statute to some other Officer or agent of the Corporation;
and in general shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENT. In the absence of the President
or in the event of their inability or refusal to act, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents, in the order
designated, or in the absence of any designation, then in the order of their election)
shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice
President shall perform such other duties as from time to time may be assigned to
them by the President, or by the Board of Directors.
SECTION 7. TREASURER. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of their duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
They shall have charge and custody of and be responsible for all funds and sureties
of the Corporation; receive and give receipts for moneys due and payable to
the Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VIII of these By-laws;
and in general perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to them by the President or by
the Board of Directors.
SECTION 8. SECRETARY. The Secretary or a recording secretary
appointed by the Board shall keep the minutes of the meetings of the Members and
of the Board of Directors in one or more books provided for that purpose;
see that all notices are duly given in accordance with the provisions of these By-laws
or as required by law; be custodian of the corporate records and of the seal
of the Corporation and see that the seal of the Corporation is affixed to all necessary
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized in accordance with the provisions of these By-laws; keep a
register of the post office address, and e-mail address, where possible, of each
Member which shall be furnished to the Secretary by such Member; and in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to them by the President or by the Board of Directors.
SECTION 9. ASSISTANT TREASURER AND ASSISTANT SECRETARIES.
If required by the Board of Directors, the assistant Treasurers shall give bonds
for the faithful discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine. The assistant Treasurers and assistant
Secretaries in general shall perform such duties as shall be assigned to them by
the Treasurer or the Secretary or by the President or the Board of Directors.
ARTICLE VII
Committees
SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors
by resolution adopted by a majority of the Directors in office, may designate one
or more committees, each of which shall consist of two or more Directors, which
committees to the extent provided in such resolution, shall have and exercise the
authority of the Board of Directors in the management of the Corporation;
but the designation of such committees and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any individual Director, of any
responsibility imposed upon it or them by law.
SECTION 2. OTHER COMMITTEES. Other Committees not having
and exercising the authority of the Board of Directors in the management of the
Corporation may be designated by a resolution adopted by a majority of the Directors
present at a meeting at which a quorum is present. Except as otherwise provided
in such resolution, members of each such Committee shall be Members of the Corporation,
and the President of the Corporation shall appoint the Members thereof. Any
Member thereof may be removed by the person or persons authorized to appoint such
Member whenever in their judgment the best interests of the Corporation shall be
served by such removal.
SECTION 3. TERM OF OFFICE. Each Member of a Committee shall
continue as such until the next annual meeting of the Members of the Corporation
and until their successor is appointed, unless the Committee shall be sooner terminated,
or unless such Member shall cease to qualify as a Member thereof.
SECTION 4. CHAIRMAN. One Member of each Committee shall
be appointed chairman.
SECTION 5. VACANCIES. Vacancies in the Membership of any
Committee may be filled by appointments made in the same manner as provided in the
case of the original appointments.
SECTION 6. QUORUM. Unless otherwise provided in the resolution
of the Board of Directors designating a Committee, a majority of the whole Committee
shall constitute a quorum and the act of a majority of the Members present at a
meeting at which a quorum is present shall be the act of the Committee.
SECTION 7. RULES. Each Committee may adopt rules for its
own government not inconsistent with these By-laws or with rules adopted by the
Board of Directors.
ARTICLE VIII
Contracts, Checks, Deposits and Funds
SECTION 1. CONTRACTS. The Board of Directors may authorize
any Officer or Officers, agent or agents of the Corporation, in addition to the
Officers so authorized by these By-laws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such Officer or Officers, agent
or agents of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors. In the absence of such determination
by the Board of Directors, such instruments shall be signed by the Treasurer or
an assistant Treasurer and countersigned by the President or Vice President of the
Corporation.
SECTION 3. DEPOSITS. All funds of the Corporation shall
be deposited from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors may accept on behalf
of the Corporation, a gift, bequest or devise for the general purposes or for any
special purpose of the Corporation.
ARTICLE IX
Charges
SECTION 1. ANNUAL CHARGE. The Board of Directors shall have
the power to levy against every Member an annual charge or assessment which is uniform
per lot except for lots that have been granted contiguous lot status and, as such,
are treated as a single lot for assessment and voting purposes. In addition,
the Board shall also levy an annual charge against each Member who owns an assessment-paying
unit where more than one unit is located on the same lot. These charges shall
be determined in accordance with what is necessary in respect to current maintenance
needs and future needs of this Association as set forth in its Certificate of Incorporation.
The Board of Directors shall fix the amount of the annual charge per lot by the
first day of January each year, and written notice of the charge so fixed shall
be sent to each Member. No such charge shall be made against, or be payable
by this Association itself.
SECTION 2. PAYMENT OF CHARGES. Every such charge so made
shall be paid by the Member to the Property Owners’ Association on or before the
first day of March of each year, for the ensuing year.
SECTION 3. DEFAULT. If any charge shall not be paid when
due, it shall bear interest from the date of delinquency at the rate set by the
Fyre Lake Declaration of Restrictive Covenants, plus a late payment charge to be
set annually by the Board of Directors. The Association may publish the name
of the delinquent Member in a list of delinquent Members, or by any other means
of publication; and the Association may file a notice that it is the owner of a
lien to secure payment of the unpaid charge, plus costs and reasonable attorneys’
fees, which lien shall encumber the lot or lots in respect of which the charge shall
have been made, and which notice shall be filed in the office of the Recorder of
the County in which the lot or lots so encumbered shall lie. Every such lien
may be foreclosed by equitable foreclosure at any time after the date of which the
notice thereof shall have been filed. In addition to the remedy of lien foreclosure,
this Association shall have the right to sue for such unpaid charges, interest,
costs and reasonable attorneys’ fees, in any court of competent jurisdiction as
for a debt owed by the delinquent Member or Members of the Association.
ARTICLE X
Seal
The Board of Directors shall provide a corporate seal which shall be in the form
of a circle and shall have inscribed thereon the name of the Corporation and the
words “Corporate Seal, Illinois”.
ARTICLE XI
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the
General Not For Profit Corporation Act of Illinois or under the provisions of the
Articles of Incorporation or the By-laws of the Corporation, a waiver thereof, in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XII
Amendments to By-Laws
These By-laws may be altered, amended or repealed and new By-laws may be adopted
by a majority of the Directors present at any regular meeting or at any special
meeting, provided that at least five (5) days’ written notice is given to the Board
of intention to alter, amend or repeal or to adopt new By-laws at such meeting.
Provided further:
Sub-Section 1. That those provisions of these By-laws which are governed by
the Articles of Incorporation may not be amended except as provided therein or by
applicable law;
Sub-Section 2. that the rights of Class B Membership shall not be diminished
without approval of such Members;
Sub-Section 3. that any matter stated herein to be or which is in fact governed
by the Covenants applicable to Fyre Lake may not be amended except as provided in
such Covenants.