RIVER OAKS PROPERTY OWNERS ASSOCIATION
BY LAWS – 1995 – 2011
ARTICLE I – DEFINITION
Section 1.01 – Name
The name of the corporation is River Oaks Property Owners Association, Inc. A not for Profit Corporation.
Section 1.02 – Fiscal Year
The fiscal year of the corporation shall begin on the first day of November and end on the last day of October each year.
Section 1.03 – Purpose
The purpose of the corporation shall be for the common good of the property owners of River Oaks/Oak High Subdivision, and for the maintenance of all areas owned by the subdivision, and such other and further duties as it may assume or be required to partake in. The existence of the corporation shall further assure the continued adherence to the restrictive covenants which run with each parcel of land within the River Oaks/Oak High Subdivision.
Section 1.04 – Duration
The period of duration of the corporation shall be perpetual.
ARTICLE II – MEMBERSHIP
Section 2.01 – Qualification For Membership
Membership in the corporation is limited to all persons who are shown of record to be an owner of a fee interest in numbered residential lot in River Oaks/Oak High. All such owners shall by their ownership of property have membership and related privileges and obligations to the corporation.
Section 2.02 – Evidence of Membership
The Board of Directors of the Corporation shall have the power (but not the duty) to cause the issuance of evidence of membership in the corporation to the members thereof in such form as the Board of Directors may prescribe.
Section 2.03 – Privileges of Membership
The members of the corporation (and any person who belongs to the family of a member and has the same residence as the member to whose family he belongs, and any person who is a guest of a member of the corporation) shall have the privileges of using the areas designated as parks, commons, or pedestrian easements in the plots of the project, known as River Oaks/Oak High, and any other recreational facilities within the project that are owned by the corporation, in accordance with the restrictive covenants for the project and such other rules for the use of such facilities adopted from time to time by resolutions of the Board of Directors of the corporation.
Section 2.04 – Termination of Membership
Membership of individuals (persons) in the corporation shall terminate and lapse when an individual member ceases to be the owner of a numbered residential lot in River Oaks/Oak High at Pleasant Prairie, Wisconsin, which is subject to the Declaration of Covenants and Restrictions set forth above.
ARTICLE III – MEETINGS OF MEMBERS
Section 3.01 – Place of Meetings
Any meetings of the members of the corporation may be held at any place within Kenosha County, Wisconsin. The place at which the meeting is to be held shall be stated in the notice of the meeting.
Section 3.02 – Annual Meeting
The annual meeting of the members of the corporation for the election of Directors whose terms have expired, and for the transaction of such other business as may properly come before the meeting, shall be held on the second Tuesday of November of each year, upon notice given to the members as provided herein. In the event the annual meeting is not held on the day provided for herein, then in that event it may be held as soon thereafter as practicable.
Section 3.03 – Special Meetings
A special meeting of the members of the corporation may be called by the President by a majority of the Board of Directors, or by a written petition signed by a person who has, or persons who have, the right to cast one-half (1/2) of the votes on any question upon which the vote of the membership of t he corporation shall be required or desirable.
Section 3.04 – Notice of Meetings
A written or printed notice stating the place, day, and hour of the meeting and the purpose of which such meeting shall have been called shall be delivered or mailed by the Secretary to each member at least ten (10) days before the date of the meeting. Unless the Secretary shall have been otherwise notified in writing, adequate notice of a meeting shall be deemed to have been given to any member if said notice is mailed to the address of the member supplied by such member to the corporation for the purpose of notice, or address on record with the town tax department. Notice of any meeting of the members may be waived in writing filed with the Secretary of the corporation before the time of the meeting, at the time of the meeting, or by attendance in person.
Section 3.05 – Voting at Meetings
Clause 3.051 – Votiing Rights:
The individual member or members of the corporation owning a numbered lot shall be entitled to cast one vote for such lot upon any question when the vote of the membership is required or desirable. Any individual, partnership, company or corporation owning more than one lot in River Oaks/Oak High shall have one vote for each lot owned. In no event shall more than one vote be cast with respect to any lot. Multiple owners of a single lot may not split their vote.
Clause 3.052 – Proxies
Any person who is entitled to vote as previously described, at any meeting of the members of the corporation, may vote in person or by proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided for upon the face of the proxy instrument.
Clause 3.053 – Quorum
A quorum shall be deemed to be present at any meeting of the members of the corporation, if, at such meeting, the owners of not less than 20 of the numbered lots in the project are present. For the purpose of this clause, the owner of a lot shall be deemed to be present at a meeting if any owner of that lot is present in person or by proxy or by attorney in fact.
ARTICLE IV – THE BOARD OF DIRECTORS
Section 4.01 – Qualification and Election
The affairs of the corporation shall be managed by a Board of Directors, each of whom shall be a member of the corporation. Directors shall be elected by the members of the corporation, voting in accord with these By-Laws, at each annual meeting of members. Of the first Board of Directors elected, after the adoption of these By-Laws, five (5) members shall serve one year, and four (4) shall serve two years. Thereafter, each director shall serve for a term of two years. A director shall hold his/her office until his/her successor shall have been chosen and qualified.
Section 4.02 – Vacancies
Any vacancy that shall occur in the Board of Directors, for any reason, shall be filled by a majority vote of the remaining directors, and the person so chosen shall serve the unexpired portion of the term for which the person whom he is replacing shall have been elected or chosen.
Section 4.03 – Annual Meetings
The Board of Directors shall hold an annual meeting immediately following the annual meeting of the members of the corporation, for the purpose of organization, election of officers, and the consideration of any business that properly may be brought before the meeting.
Section 4.04 – Special Meetings
Special meetings of the Board of Directors may be called at any time by the President and shall be called on the written request of any two directors.
Section 4.05 – Notice of Meetings
A written or printed notices stating the place, day, and hour of the annual or a special meeting shall be delivered or mailed by the Secretary to each director at least three (3) days before the date of the meeting. Notice of any meeting of directors may be waived by any director in writing with the secretary before the time of the meeting, at the time of the meeting, or after the time of the e meeting, or by attendance in person.
Section 4.06 – Place
All meetings of the Board of Directors of the corporation shall be held at such place as may be specified in the respective notices, or waivers of notices thereof.
Section 4.07 – Quorum
A majority of the whole Board of Directors shall be necessary to constitute a quorum thereof, except for the filling of vacancies, which shall require a majority of the existing directors for a quorum. 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.
Section 4.08 – Powers, Duties, and Responsibilities of Directors
Clause 4.081 – Powers
The powers of the Board of Directors shall include (but not be limited to):
A: The power to adopt and publish rules and regulations governing the use of t hose parts of the project that is or will be owned by, or are otherwise under the control of, the corporation.
B: The power to exercise for the corporation all the powers and duties of the corporation whose exercise is not reserved or committed to the membership of the corporation by the By-Laws.
Clause 4.082 – Duties
The duties of the Board of Directors shall include ( but not be limited to) the duty to recommend prior to the first day in December in each year, the amount of the annual charge that is to be made against each member of the corporation in accordance with the Declaration of Covenants and Restrictions.
Clause 4.082 – Responsibilities
The Covenants and Restrictions are an inherent part of the value of each property. The responsibility of the Board of Directors is to assure adherence and compliance with those Covenants and Restrictions.
Section 4.09 – Omitted
Section 4.10 – Adoption of Rules and Regulations
The Board of Directors may adopt rules and regulations relating to the use and enjoyment of the parks, pedestrian easements, roads and grounds, architectural control, lake maintenance, budget and finance, other recreational facilities within the project, and other affairs of the corporation.
Section 4.11 – Committees of Directors
The Board of Directors, by majority resolution, may designate committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said 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, or any responsibility imposed upon it or him by law.
Clause 4.111 – Standing Committees
Standing Committees shall be established for (but are not limited to) business relating to:
- Roads and Grounds
- Architectural Control
- Lake Maintenance
- Budget and Finance
Clause 4.112 – Quorum
A majority of the whole committee shall constitute a quorum
Clause 4.113 – Rules
Each committee may adopt rules for its own activities which are consistent with these By-Laws or rules adopted by the Board of Directors.
ARTICLE V – OFFICERS OF THE CORPORATION
Section 5.01 – Number
The officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer.
Section 5.02 – Election and Term of Office
At its annual meeting, the Board of Directors shall choose from its own membership the officers of the corporation. Each officer shall hold his office for one year or until his successor shall have chosen and qualified.
Section 5.03 – Removal
Any officer may be removed, with or without cause, at any time, by a vote of the majority of the Directors, at a special meeting called for the purpose of considering such removal.
Section 5.04 – Vacancies
Any vacancy in any office shall be filled for the unexpired portion of the term by a person chosen by the Board of Directors.
Section 5.05 – President
The President shall have active executive management of the corporation, subject, however, to the control of the Board of Directors. He shall, in general, perform all duties as may be assigned to him by the Board of Directors.
Section 5.06 – Vice-President
The Vice-President shall have such powers and perform such duties as may be assigned to him by the Board of Directors, or as delegated to him by the President. In case of the absence or inability to act of the President, the Vice-President shall temporarily act in his place.
Section 5.07 – Secretary
The Secretary shall keep, or cause to be kept, in books that shall be provided for the purpose and remain in the Secretary’s custody, the minutes of the meetings of the members of the corporation and for the Board of Directors. He shall at all times keep an accurate list of all the names of the members of the corporation. He shall attend to the giving of notices in accordance with these By-Laws, and shall, in general, perform all such duties as may be assigned by the President and Board of Directors.
Section 5.08 – Treasurer
The Treasurer shall be the financial officer of the corporation. He shall keep, or cause to be kept, in books provided for that purpose and remaining in the Treasurer’s custody, complete records showing the financial condition of the corporation. He shall keep a separate financial account of each member in the corporation. He shall have charge and custody of, and responsibility for, all funds of the corporation, and shall deposit all such funds in banks or other depositories as selected by the Board of Directors. He shall receive and give receipts for monies due and payable to the corporation in accordance with the instructions of the Board of Directors. He shall, upon request, report on all financial mailers to the Board of Directors and to the membership of the corporation, and shall, in general, perform all duties assigned to him by the President and the Board of Directors.
Section 5.09 – Compensation
Directors as such shall not receive any salaries or compensation for their services as Directors. Nothing herein shall be construed to preclude any Director from serving the corporation in any other manner or capacity and receiving compensation therefore.
ARTICLE VI -DUES
Section 6.01 – Annual Dues
The Board of Directors may determine from time to time the amount of the initiation fee, if any, and the amount of the annual dues payable to the corporation by the members of the corporation. Annual dues shall be presented in conjunction with the proposed annual budget at the annual meeting of the membership, and shall be approved by the membership by a simple majority.
Section 6.02 – Payment of Dues
Dues shall be payable in advance on the first day of February in each year. Dues of a new member shall be prorated from the first day of the month in which such new member becomes a part of the corporation. Members leaving the corporation shall prorate their annual dues with new buyers of their property. Such proration shall be done on a monthly basis as above. Determined membership dues shall be paid in accord with each voting share. One voting share equals one owned lot.
Clause 6.021 – Arrears in Dues
Members in arrears in payment of annual dues shall relinquish voting rights on all organizational issues, and shall relinquish all other privileges of membership.
Section 6.03 – Default and Termination of Membership
When any member shall be in default in the payment of dues for a period of sixty (60) days from the beginning of the period for which such dues become payable, the Board of Directors, on behalf of the corporation, may file a statement indicating the same, which statement shall become a lien upon the real property located within the subdivision. Said unpaid dues shall bear interest as shall be determined by the membership at its annual meeting.
ARTICLE VII – EXECUTION OF CHECKS AND CONTRACTS
SECTION 7.01 – EXECUTION OF CHECKS
Every check for the payment of money by the corporation, and every promissory note of the corporation shall, unless otherwise ordered by the Board of Directors or required by law, shall be signed by the Treasurer and President of the Corporation.
Section 7.02 – EXECUTION OF CONTRACTS
Every contract (in addition to those mentioned above, in these By-Laws) to which the corporation shall be a party, shall be executed in its name by the President, Vice President and attested by the Secretary.
ARTICLE VIII – AMENDMENTS
SECTION 8.01 – IN GENERAL
The power to add to, alter, amend, or repeal (in whole or in part) these By-Laws is vested in the membership. The affirmative vote of not less than two-thirds (2/3) majority shall be necessary to effect any addition to, or alternation, amendment or repeal of these By-Laws. A copy of any proposed change in the By-Laws shall be submitted in writing to each Director by petition of not less than ten (10) percent of the numbered members, not less than two (2) weeks prior to the meeting at which it is to be presented. The petitioned change shall be presented to the next scheduled meeting of the membership. If the majority in attendance at the membership meeting approve of the proposed amendment it shall then be mailed to the e entire membership together with a ballot indicating a “yes” or “no” vote with an envelope for its return to the Secretary, and with instructions as to the time and manner for voting.
Should you have any questions or concerns, please do not hesitate to contact the River Oaks Homeowners Association Board of Directors via the contact form below