BYLAWS OF

 

PINE SHADOWS SUBDIVISION PROPERTY OWNERS ASSOCIATION,

A NON-PROFIT CORPORATION

 

AMENDED December 09, 2000 - Art 3, Sec 1, 3 & 4 - Art 10

AMENDED August 21, 2004 - Art 4, Sec 2

AMENDED AUGUST 18, 2007-Art.3, Sec. 4

AMENDED AUGUST 16, 2008-Art 4 Sec 2, 8 and Art 10

 

ARTICLE ONE: OFFICES

 

The principal offices of the association shall be located at 440 Viking Drive, Rapid City, South Dakota 57701 until such time as 70% of all lots have been sold and the association is turned over to the lot owners of the Pine Shadows Subdivision, at which time the principal office of the corporation shall be located at a place designated by the Board of Directors within the State of South Dakota. The association may have such other offices, either within or without the State of South Dakota, as the Board of Directors may determine from time to time.

 

ARTICLE TWO: MEMBERSHIP

                                                           

            Section 1. Classes of Membership:      There shall only be one class of membership designated as general membership.

 

            Section 2. Qualifications of Membership:      Ownership of any lot within the Pine Shadows Subdivision located in Fall River County described as follows:

 

All of Blocks One (1) Through Four (4), both inclusive, of Pine Shadows Subdivision located in Merrill Tract, according to the plat thereof recorded in Book 9 of Plats, Page 31, Office of the Register of Deeds, Fall River County, South Dakota, Less Highway Right-of-way, and Less Lot H-1 located in Sections Four (4) and Nine (9). Lots One (1) and Two (2), South One-half (S 1/2), Northeast Quarter (NE 1/4), Southeast Quarter (SE 1/4), and the East One-Half (E 1/2), West One-Half (W 1/2) in Section Five (5), all in Township Eight (8) South, Range Five (5) East of the Black Hills Meridian, Fall River County, South Dakota

 

shall qualify and obligate the owner to membership in the Pine Shadows Subdivision Property Owners Association. Each and every lot owner, in accepting a Deed or Contract for Deed, agrees to and shall be a member of and subject to the obligations duly enacted by the laws and rules of the association.

 

            Section 3. Voting Rights:      Each owner of the lot shall be entitled to one (1) vote. If there is more than one owner of the lot, the owners must decide among themselves how to cast their one vote. Fractional voting will not be allowed. owners of more than one lot shall be entitled to one vote for each lot. The purchase or acquisition of legal title in any manner of any lot within the above-described property shall constitute the lot owners consent to and acceptance of the duties and responsibilities of membership in the association.

 

            Section 4. Termination of Membership:      Membership in the association shall be terminated only by the sale and transfer of the member's ownership interest in the lot owned within the subdivision, or the death of such member.

 

ARTICLE THREE: MEETING OF MEMBERS

           

            Section 1. Annual Meeting:      An annual meeting of the members shall be held at a place designated by the Board of Directors on the third Saturday in August. If the day fixed for the annual meeting is a legal holiday in the State of South Dakota, such meeting shall be held on the next succeeding business day.

(was: second Tuesday in the month of September in the year after which 70% of the lots in the subdivision have been sold and the association has been transferred to the lot owners.)

 

            Section 2. Special Meetings:      Special meetings of the members may be called by the President, the Board of Directors, or not less than 15% of the members, the place to be designated by the Board of Directors or the parties calling the meeting.

 

            Section 3. Notice of Meetings: Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting not less than 15 nor more than 30 days before the date of such meeting by or at the direction of the President or Secretary, Board of Directors, or persons calling the meeting. In case of special meetings, the purpose or purposes for which the meeting is called shall be stated in the notice. The notice of meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his or her address as it appears on the records of the association, with postage thereon prepaid.

(was: 10)

 

            Section 4. Quorum and Voting:      A quorum of owners present and voting (in person or by written proxy), of at least fifteen (15) lots, shall be necessary to conduct business. All voting shall be done only by those present at any meeting of the members.  Proxy votes are allowed only by sealed written ballot delivered to the secretary no later than one (1) week prior to any meeting of the members. If a quorum is not present at any meeting of members, the majority of the members present may adjourn the meeting from time to time without further notice. 

 

ARTICLE FOUR: BOARD OF DIRECTORS

 

            Section 1. General Powers:      The affairs of the corporation shall be managed by the Board of Directors. Directors shall be elected from among the membership of the association.

 

            Section 2. Number, Tenure and Qualifications:      The initial Board of Directors shall serve until such time as 70% of the lots in the Pine Shadows Subdivision have been sold, at which time the association shall be turned over to the lot owners. Thereafter, the Board of Directors shall be five (5). Directors shall be elected at the annual meeting of the members and the term of office of each director shall be a 2 year term, alternating 3 members elected one year and 2 people the next year. The qualifications for election to the Board of Directors shall be; membership in the Pine Shadows Subdivision Property Owner’s Association and a minimum qualification of being current on dues and assessments. Only one household member may serve on the board of directors at any one time, unless there are not sufficient qualified candidates on the ballot. A board member may be removed from the board for any reason by a majority vote of  qualified members at an annual meetingor special meeting.

 

            Section 3. Regular Meetings:      A regular meeting of the Board of Directors shall be held without any other notice than this Bylaw immediately after and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place of holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the place designated in the resolution.

 

            Section 4. Special Meetings:      Special meetings of the Board of Directors may be called by or at the request of the President or any two directors and shall be held at the place designated by the Board of Directors for holding of such meetings.

 

            Section 5. Notice:      Notice of any special meeting of the Board of Directors shall be given at least two days prior thereto by written notice delivered personally or by mail or telegram to each director at his or her address as shown by the records of the association. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at the 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.

 

            Section 6. Quorum:      A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at any meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.

 

            Section 7. Board Decisions:      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 unless the act of a greater number is required by law or by these Bylaws.

 

            Section 8. Vacancies:      Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve until the next annual meeting or special meeting where an election is held.

 

            Section 9. 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 any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

                                                                             

 

 

 

ARTICLE FIVE: OFFICERS

 

            Section 1. Officers:      The officers of the association shall be a President, a Vice-President, a Secretary and a Treasurer. Officers shall be elected by the Board of Directors from among the directorship of the association. The Board of Directors may appoint such other persons as it deems necessary to carry on the operations of the corporation.

 

            Section 2. Election; 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. Each officer shall hold office until his or her successor has been duly elected and qualifies.

 

            Section 3. Removal:      Any officer elected or any person appointed by the Board of Directors to fill a position other than an office, may be removed by the Board of Directors when in it's judgment the best interest of the association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers 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. Powers and Duties:      The several officers shall have such powers and shall perform such duties as may be from time to time specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the power and authority and shall perform and discharge the duties of office of the same title serving in non-profit corporations having the same or similar general purposes and objectives of this corporation.

 

ARTICLE SIX: CONTRACTS, CHECKS, DEPOSITS

 

            Section 1. Contracts:      The Board of Directors may authorize any officer or officers or agent or agents of the association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such majority may be general or confined to specific instances.

 

            Section 2. Checks, Drafts, or Orders:      All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the association, shall be signed by such officer or officers or agent or agents of the association 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 any two of the following stated officers: President, Treasurer, or Secretary of the association.

 

            Section 3. Deposits:      All funds of the association shall be deposited from time to time to the credit of the association 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 association any contribution, gift, bequest or devise for any purpose of the association.

 

ARTICLE SEVEN: CERTIFICATE OF MEMBERSHIP

 

The Board of Directors shall provide for the issuance of certificates evidencing membership in the association, which certificates shall be in a form as may be determined by the Board. Such certificate shall be signed by the President or Vice-President, and by the Secretary. All certificates evidencing membership shall be numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the association. If any certificate is lost, mutilated or destroyed, a new certificate may be issued therefore on such terms and conditions that the Board of Directors may determine. Each membership certificate shall be surrendered, and if not surrendered canceled, when its holder no longer meets the qualifications for membership in the association.

 

ARTICLE EIGHT: BOOKS AND RECORDS

 

The association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members and Board of Directors, and shall be kept at the office of the association giving the names and addresses of the members entitled to vote. All books and records of the association may be inspected by any member or his or her agent or attorney for proper purposes at any reasonable time.

 

 

ARTICLE NINE: FISCAL YEAR

 

The fiscal year of the corporation shall be the calendar year.

 

ARTICLE TEN: ASSESSMENTS

 

Assessments are to be set by the Board of Directors as the needs of the association shall require. The initial annual assessment for each lot is $75.00. Thereafter, the annual assessment shall not increase more than five percent (5%) per year unless such greater increase is approved by 50% of the lot owners present or by proxy and voting in person, which vote shall be taken at the annual meeting of the association, or at a special meeting called for such purpose. Special financial assessments may be made upon a vote of 66 66/100% of the lot owners present and voting in person or by proxy at the annual meeting. The Board of Directors may set the annual assessment at an amount not to exceed the maximum. The annual assessment shall constitute a lien on real estate of the owner.

Annual assessments are due on January 1st of each year and considered past due on March 1st of the same year. Any past due assessment shall be assessed a late charge of $25.00 if not paid by March 1st. The association, through its Board of Directors, may take all legal action authorized by law for collection of unpaid assessments. In the event that any legal actions brought in order to collect assessments, the lot owners will be held responsible for all legal costs associated with the collection of the assessments. Any unpaid assessment shall become a lien against the real property so assessed. Special financial assessments shall be a one time only assessment and may be collected in the same manner as the annual assessment. 

 

ARTICLE ELEVEN: WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of the Articles of Incorporation or the Bylaws of the association, 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 TWELVE: AMENDMENT OF BYLAWS

 

These Bylaws may be altered, amended or repealed and new bylaws may be adopted at the annual meeting or at any special meeting of members if at least thirty (30) days written notice is given of the intention to alter, amend or repeal, or to adopt new bylaws at such meeting.

 

 

 
 
  Site Map