HOMEOWNERS’ ASSOCIATION BY-LAWS
within By-Laws are executed and attached to the Declaration creating
covenants, conditions and restrictions for Tara Estates of Franklin
Township. Their purpose is to provide for the establishment of an
Association for the administration of the Property in the manner
provided by the Declaration and these By-Laws. All present or future
Owners or tenants or their employees and any other person who might
use the facilities of the Property in any manner shall be subject to
any restrictions, conditions or regulations hereafter adopted by the
Board of Trustees of the Association. The mere acquisition or rental
of any Dwelling Units located on the Lots within the Property or the
mere act of occupancy of any of the Dwelling Units will constitute
acceptance and ratification of the Declaration and of these By-Laws.
The terms used herein shall have the same meaning as defined in
Article I of the Declaration.
of the Association.
The Association shall be an Ohio not-for-profit corporation and shall
be called Tara Estates of Franklin Township Homeowners’
Each Owner upon acquisition of title to a Lot shall automatically
become a member. Such membership shall terminate upon the sale or
other disposition by such Member of his Lot at which time the new
Owner of such Lot shall automatically become a Member. Membership in
the Association is limited to Owners within the Property.
Rights. There shall be
one vote for each of the Lots within the Property. The Owner or
Owners of each Lot shall be entitled to one vote for their Lot. In
the event a Lot has been acquired by the Association in its own name
or in the name of its agent, designee or nominee on behalf of all
Owners, the voting rights of such a Lot shall not be exercised so
long as it continues to be so held. If two or more Persons, whether
fiduciaries, tenants in common or otherwise, own undivided interests
in a Lot, each may exercise the proportion of the voting power of all
the Owners of his Lot that is equivalent to his proportionate
interest in the Lot.
Votes may be cast in person or by proxy. The person appointed as
proxy need not be an Owner. Proxies must be in writing and filed
with the Secretary of the Association before the appointed time of
each meeting or action taken. Unless otherwise provided, all proxies
shall be revocable at any time by delivering written notice of such
revocation to the Secretary of the Association. If, by the terms of a
first mortgage, an Owner has designated such mortgagee as his proxy,
the presentation to
the Secretary of the Association
by a representative of such mortgagee of a copy of the mortgage
containing such proxy designation shall constitute notice of such
proxy designation and if the mortgage so states, notice of the
irrevocability of such designation.
of Meetings. Meetings
of the Association shall be held at such place upon the Property or
at such other place as may be designated by the Board of Trustees and
specified in the notice of the meeting, at 8:00 P.M., or at such
other time as may be designated by the Board of Trustees and
specified in the notice of the meeting.
Meeting. The first
meeting of Members shall be held within the time limits prescribed by
the Declaration and shall be considered the first annual meeting.
Meetings. It shall be
the duty of the President of the Association to call a special
meeting of the Owners as directed by resolution of the Board of
Trustees or upon a petition signed by a majority of the Owners and
having been presented to the Secretary. The notice of any special
meeting shall state the time and place of such meeting and the
purpose thereof. No business shall be transacted at a special
meeting except as stated in the notice unless by consent of
four-fifths (4/5) of the Owners present, either in person or by
of Meeting. It shall
be the duty of the Secretary of the Association to mail a notice of
each annual or special meeting, stating the purpose thereof as well
as the time and place where it is to be held, to each Owner of record
at least fourteen (14) days but not more than twenty-eight (28) days
prior to such meeting. The Owners of record will be determined as of
the day preceding the day on which notice is given.
of Notice. Notice of
the time, place and purpose of any meeting of Members may be waived
in writing, either before or at the commencement of such meeting, by
any Members, which writing shall be filed with or entered upon the
records of the meeting. The attendance of any Member at any such
meeting without protesting the lack of proper notice, prior to or at
the commencement of the meeting, shall be deemed to be a waiver by
him of notice of such meeting.
by Unanimous Written Consent of the Owners.
Any action that may be authorized or taken at a meeting of the
Owners may be authorized or taken without a meeting in a writing or
writings signed by all of the Owners. The writing or writings
evidencing such action taken by the unanimous written consent of the
Owners shall be filed with the records of the Association. Written
notice of any action proposed to be taken by the unanimous written
consent of the Owners shall be sent to all persons entitled to notice
at least five (5) days prior to the circulation of the action for
unanimous written consent among the Owners and shall specify the
action proposed to be so taken.
of Business. The order
of business at all meetings of the Owners shall be as follows:
of notice of meeting or waiver of notice
of minutes of preceding meeting
of Inspectors of Election
and Qualification. The
affairs of the Association shall be governed by a Board of Trustees
composed of three (3) persons, all of who must be Owners or Occupants
who are related to an Owner by a marital or fiduciary relationship.
of Trustees. The
required Trustees shall be elected at each annual meeting of Members.
Only persons nominated as candidates shall be eligible for election
as Trustees and the other candidates receiving the greatest number of
votes shall be elected. Each Member may vote for as many candidates
as there are vacancies in the Board of Trustees due to the expiration
of their terms.
During the Term. In
the event of the occurrence of any vacancy or vacancies in the Board
of Trustees during the term of such Trustee or Trustees, the
remaining Trustees though less than a majority of the whole
authorized number of Trustees may, by the vote of a majority of their
number, fill any such vacancy for the unexpired term.
of Office; Resignation.
Each Trustee shall hold office until his term expires, or until his
earlier resignation, removal from office or death. Any Trustee may
resign at any time by oral statement to that effect made at a meeting
of the Board of Trustees or in a writing to that effect delivered to
the Secretary of the Association; such resignation to take effect
immediately or at such other time as the Trustee may specify. At the
first annual meeting of the Members the term of office of one (1)
Trustee shall be fixed so that such term will expire one year from
and after the date of the next following annual meeting of Members.
The term of office of the remaining two (2) Trustees shall be fixed
so that such term will expire at the date of the next following
annual meeting of Members. At the expiration of such initial term of
office of each respective Trustee his successor shall be elected to
serve for a term of two (2) years.
of Trustees. At any
regular or special meeting duly called, any one or more of the
Trustees may be removed with or without cause by the vote of members
entitled to exercise at least seventy-five percent (75%) of the
voting power of the Association. Any Trustee whose removal has been
proposed by the Members shall be given the opportunity to be heard at
such meeting. In the event that a Trustee is removed by such vote,
his successor shall then and there be elected to fill the vacancy
after each annual meeting of Members, the newly elected Trustees and
those Trustees whose terms hold over shall hold an organizational
meeting for the purpose of electing officers and transacting any
other business. Notice of such meeting need not be given.
meetings of the Board of Trustees may be held at such times and
places as shall be determined by a majority of the Trustees, but at
least two (2) such meetings shall be held during each year.
meetings of the Board of Trustees may be held at any time upon call
by the President or any two (2) Trustees. Written notice of the time
and place of each such meeting shall be given to each Trustee either
by personal delivery, mail, telegram or telephone at least two (2)
days before the meeting, which notice shall specify the purpose of
the meeting; provided, however, that attendance of any Trustee at any
such meeting without protesting the lack of proper notice prior to or
at the commencement of the meeting, shall be deemed to be a waiver by
him of notice of such meeting and such notice may be waived in
writing either before or at the commencement of such meeting, by any
Trustee, which writing shall be filed with or entered upon the
records of the meeting. If all the Trustees are present at any
meeting of the Board of Trustees, no notice shall be required and any
business may be transacted at such meeting.
of Trustees Quorum. At
all meetings of the Board of Trustees, a majority of the Trustees
shall constitute a quorum for the transaction of business and the
acts of the majority of the Trustees present at a meeting at which a
quorum is present shall be the acts of the Board of Trustees. If at
any meeting of the Board of Trustees there be less than a quorum
present, the majority of those present may adjourn the meeting from
time to time. At the continuation of any such adjourned meeting, any
business that might have been transacted at the meeting as originally
called may be transacted without further notice.
Bonds. The Board of
Trustees shall require that all officers and employees of the
Association handling or responsible for Association funds shall
furnish adequate fidelity bonds. The premiums on such bonds shall be
paid by the Association.
The principal officers of the Association shall be a President,
Secretary and Treasurer, all of who shall be elected by and from the
Board of Trustees.
of Office; Vacancies.
The officers of the Association shall hold office until the next
organizational meeting of the Board of Trustees and until their
successors are elected, except in case of resignation, removal from
office or death. The Board of Trustees may remove any officer at any
time, with or without cause, by a majority vote of the Trustees then
in office. Any vacancy in any office may be filled by the Board of
The President shall be the chief executive officer of the
Association. He shall preside at all meetings of the Association and
of the Board of Trustees. Subject to directions of the Board of
Trustees, the President shall have general executive supervision over
the business and affairs of the Association. He may execute all
authorized deeds, contracts and other obligations of the Association
and shall have such other authority and shall perform such other
duties as may be determined by the Board of Trustees, or otherwise
provided for in the Declaration or in these By-Laws.
The Secretary shall keep the minutes of all meetings of the Board of
Trustees and the minutes of all meetings of the Association. He
shall have charge of such books and papers as the Board of Trustees
may direct and he shall, in general, perform all the duties incident
to the office of Secretary.
The Treasurer shall have responsibility for Association funds and
securities and shall be responsible for keeping full and accurate
accounts of all receipts and disbursements in books belonging to the
Association. He shall be responsible for the deposit of all monies
and other valuable effects in the name and to the credit of the
Association in such depositories as may, from time to time, be
designated by the Board of Trustees.
POWERS OF THE ASSOCIATION
from Maintenance Funds.
The Association shall establish and shall pay for out of the
maintenance funds those expenses which the Association is required to
secure or pay for, pursuant to the terms of the Declaration or which
in its opinion shall be necessary or proper for the maintenance and
operation of the Property as a first class project, or for the
enforcement of the Organizational Documents.
Active Business to be Conducted for Profit.
Nothing herein shall be construed to give the Association authority
to conduct active business for profit on behalf of the Owners or any
of Duties. The
Association, through its Board of Trustees and officers, has the
authority to delegate to persons, firms or corporations of its choice
such duties and responsibilities of the Association as the Board of
Trustees shall, from time to time specify, and to provide for
reasonable compensation for the performance of such duties and
Association may arrange for the providing of any special services and
facilities for the benefit of any Owner that may desire to pay for
the same. Fees for such special services and facilities shall be
determined by the Board of Trustees and will be charged directly to
the participating Owner.
The Board of Trustees may appoint an architectural control committee
as provided in the Declaration and shall appoint other committees as
deemed appropriate in carrying out its purpose.
These By-Laws may be amended at a regular or special meeting of the
members by a vote of members exercising a majority of the voting
power of members and, if material to the rights of a mortgagee, the
approval of all holders of first mortgage liens of Lots has been
of Notices to Eligible First Mortgagees.
Upon written request to the Board of Trustees, an Eligible First
Mortgagee shall be given a copy of any and all notices and other
documents permitted or required by the Declaration or these By-Laws
to be given to the Owner or Owners whose Lot is subject to such
mortgage and a copy of any lien filed by the Association.
of Notices on the Board of Trustees.
Notices required to be given to the Board of Trustees or to the
Association may be delivered to any member of the Board of Trustees
or officer of the Association either personally or by mail, addressed
to such member or officer at his Dwelling Unit.
of Covenants. No
covenants, restrictions, conditions, obligations or provisions
contained in the Declaration or these By-Laws shall be deemed to have
been abrogated or waived by reason of any failure to enforce the
same, irrespective of the number of violations or breaches which may
agreements and determinations lawfully made by the Association in
accordance with the procedure established in the Declaration and
these By-Laws shall be deemed to be binding on all Owners, their
successors, heirs and assigns.
The invalidity of any covenant, restriction, condition, limitation
or any other provision of these By-Laws or of any part of the same
shall not impair or affect in any manner the validity, enforceability
or effect of the rest of these By-Laws.
and Grammar. The
singular wherever used herein shall be construed to mean the plural
when applicable and the necessary grammatical changes required to
make the provisions hereof apply to either corporations, partnerships
or individuals, male or female, shall in all cases be assumed as
though in each case fully expressed herein.
Unless otherwise specified, all references to a particular Article
or Section shall refer to such Article or Section of the Declaration
or these By-Laws, whichever the case may be.
by Timberwind, LLC this _____ day of _____________, 2003.
James K. Luers
STATE OF OHIO, COUNTY OF
The foregoing instrument was
acknowledged before me this _____ day of __________________, 2003 by
James K. Luers, Member of Timberwind, LLC, an Ohio limited liability
company, on behalf of such company.
THIS INSTRUMENT PREPARED BY:
HANS H. SOLTAU
Attorney at Law
6776 Loop Road
Centerville, Ohio 45459