Code of Regulations  

CODE OF REGULATIONS

OF

RUSTLING BROOK HOMEOWNER'S ASSOCIATION


ARTICLE I: MEETINGS OF MEMBERS

(a) Annual Meetings. The annual meeting of the members of this corporation shall be held in October of each year, beginning with the calendar year 1989.

(b) Special Meetings. Special meetings of the members may be called by the Chairman of the Board, if any, the President, or in case of the absence, death or disability of the President, the Vice President authorized to exercise the authority of the President, the trustees acting at a meeting or a majority of the trustees acting without a meeting, or by fifty percent (50%) of the members, by written notice, given at least three (3) days, but not more than fourteen (14) days, before the date of such meeting, to each member, by mail, at his address as it appears on the records of the corporation.

(c) Quorum. At all meetings fifty-one percent (51%) of the members shall constitute a quorum.

(d) Voting. At any meeting of members, each person who is a member of the corporation at the time of such meeting, shall be entitled to one (1) vote on each matter properly submitted to the members for their votes consent, release or other action. At any meeting of members at which a quorum is present, all questions coming before the members for decisions with the exception of that described in Article I(d)(1) below, shall be decided by a vote of a majority of members present in person or by proxy at the meeting.

(1) Approval of expenditures up to $1,000.00 may be approved by an affirmative vote of a majority of the trustees, and expenditures of $1.000.00 or more but not exceeding $5,000 00 shall be decided by a vote of two-thirds (2/3) of members present in person or by proxy at the meeting. Any expenditure in an amount exceeding $5,000.00 shall require an affirmative vote of two-thirds (2/3) of the entire membership of this corporation.


ARTICLE II: TRUSTEES

(a) Number and Election. The number of trustees shall be five (5) or such other numbers, not less than three, as may be fixed by the members from time to time at the annual meeting or other meeting held for the election of trustees. The election of trustees shall be held at the annual meeting of members, or, if trustees are not then elected, or if the annual meeting is not held at the time fixed therefor in these regulations, then at a special meeting called for that purpose. Only persona nominated as candidates at the meeting shall be eligible for election as trustees.

(b) Term of Office. Each trustee shall hold office until the date fixed by these regulations for the annual meeting of members next following the election of such trustee, and until his successor is elected and qualified or until his earlier resignation, removal from office, or death. The trustees named in the articles of incorporation shall hold office until the time fixed for the first annual meeting of members, and until the successors of such trustees are elected and qualified.

(c) Meetings. Meetings of the trustees shall be held at any location in Beavercreek Township (or City), Ohio. Meetings may be held through the use of any communications equipment if all persons participating can hear each other. Meetings may be called by the Chairman of the Board, if any, the President, any Vice President or any two trustees. Written notice of the time and place of each meeting shall be given at least two (2) days prior to the meeting. At all meetings, a majority of the whole authorized number of trustees [or, a majority of the trustees then in office] shall constitute a quorum.

(d) Committees. The trustees may appoint an executive committee as they may see fit. No committee may consist of fewer than three trustees. The trustee may delegate to any such committee any of the authority of the trustees, however conferred. Alternate members of any such committee may be appointed by the trustees. Meetings of committees may be held through the use of any communications equipment if all persons participating can hear each other.

(e) Removal. Any trustee may be removed from office, with or without cause, by the vote of a majority of the members at any regular meeting, or at a special meeting called for that Purpose.

(f)  Statement of Continued Existence.  The trustees shall file a statement of continued existence with the Secretary of State of Ohio every  five (5)  years, as is required by Section 1702.59 of the Ohio Revised Code.

(g) Membership Book. The trustees shall maintain a membership book which shall contain the name and address of each member of this corporation and the date of his or her admission to membership. Only individuals whose names are reflected in the membership book shall be entitled to vote on any matter properly submitted to the members for their vote, consent, waiver, release or other action.

(h) Duty and Authority of Trustees. The trustees shall have and be subject to all duties, rights, powers, authority, privileges and responsibilities as set forth in Section 1702.30 of the Ohio Revised Code dealing with non profit corporations, including but not limited to the authority to contract for expenditures for maintenance, repairs, improvements and other matters within the scope of the authority of this corporation in amounts not to exceed One Thousand Dollars ($1,000.00), and the authority to hire and/or discharge such agents, attorneys, accountants or other such advisors as may be necessary from time to time to carry out the purposes of this corporation.


ARTICLE III: OFFICERS

The officers of this corporation shall be a President who shall be one of the trustees, a Vice President, a Secretary and a Treasurer. Said officers shall be chosen by the trustees by majority vote, and shall hold office until the date fixed by these regulations for the annual meeting of the members next following the election of such officers, and until their successors are elected and qualified.


ARTICLE IV: DUTIES OF OFFICERS

(a) President. The President shall preside at all meetings of the members and trustees, sign the records thereof, and perform generally all the duties usually performed by presidents of like corporations, and such other and further duties as shall be from time to time required of him by the trustees.

(b) Vice President. The Vice President shall perform all the duties of the President in case of the absence, death or disability of the latter. In case both President and Vice President are absent, or unable to perform their duties, the trustees may appoint a president pro tempore.

(c) Secretary. The Secretary shall keep minutes of all the proceedings of the incorporators, members and trustees, and committees of members and of the trustees of this corporation and make a proper record of the same, shall keep a membership book containing the names and addresses of each member and the date of his or her admission to membership, and in the event of a termination of membership for any reason, the fact and date of such terminations, and generally shall perform such duties as may be required of him by the trustees.

(d) Treasurer. The Treasurer shall receive and have in charge all monies and securities belonging to this corporation and shall disburse, or otherwise deal with, the same as ordered by the trustees. He or she shall keep an accurate account of all monies received and distributed by him/her, and shall generally perform such duties as may be required of him by the trustees. On the expiration of his/her term of office, he shall turn over to his successor, or to the trustees, all money and property of this corporation in his hands.


ARTICLE V: QUALIFICATIONS OF MEMBERS

Each parcel of real property within the subject area consisting of a minimum of five (5) acres in size and being an approved homesite, shall have appurtenant thereto a membership in the corporation, which membership shall be held by the person or entity, or in common by the persons or entities owning such parcel except that no person or entity holding title to a parcel as security for performance of an obligation shall acquire the membership appurtenant to such unit by virtue of such title ownership. In no event may any membership be severed from the unit to which it is appurtenant.

Each membership in the corporation shall entitle the holder or holders thereof to exercise one vote.


ARTICLE VI: ANNUAL FEES

Each member shall pay an annual fee to be fixed, established and collected from time to time as herein provided. Failure to pay the annual fee within sixty (60) days after the same are due and payable shall be a cause of loss of voting privileges of that member as well as loss of authority to hold an office as an officer or trustee in this corporation, and may result in legal action by the association to collect and enforce the collection of such fee together with the costs and penalties imposed with the nonpayment thereof.

Such annual charge or assessment shall be fixed on or about October 1, 1989 for the fiscal year beginning October 1, 1989, and annually thereafter on or about the first day of October of each year, for each current fiscal year, and such charge or assessment shall be paid annually in advance to the association on October 1, 1989, and each and every year, beginning in 1989. Interest on delinquent and unpaid annual fees shall accrue beginning sixty (60) days after said fees are due at the rate of twelve percent (12%) per annum.


ARTICLE VII:

The association shall have the sole authority:

(a) To fix and establish annually the amount of such annual fee.

(b) To expend for the purposes specified in the articles of incorporation the money paid on such charges.

(c) To collect and enforce the collection of such fees or assessments, together with costs and penalties imposed with the nonpayment thereof.


ARTICLE VIII: SUSPENSION AND EXPULSION OF MEMBERS

Any member may be suspended of his or her voting privileges by the trustees for failure to pay a proportional share of expenditures as described in Article VIII. Before any member’s voting privileges are suspended, and written notice of the charges against him/her, and of the time and place of the meeting of the trustees at which the same are to be considered, shall be mailed to him at his address as it appears in the records of the corporation, at least 30 days before such meeting; and he shall be given the opportunity to defend, and shall have the right to appeal from the decision of the trustees to the members, and upon his written request the Secretary shall call a special meeting of the members to consider such appeal.


ARTICLE IX: ORDER OF BUSINESS

Unless this regulation is suspended by a majority vote of the members present at any meeting of the members, the order of business at all meeting shall be as follows:


ARTICLE X: AMENDMENTS

These regulations and the provisions of the articles of incorporation may be amended, supplemented or repealed by the written assent thereto of two-thirds (2/3) of the members of this corporation at a special meeting called for that purpose, or at any annual meeting of the members.