BYLAWS OF HIGHLAND WOODS LANDOWNERS ASSOCIATION
Amended 7/7/06
ARTICLE I: MEMBERSHIP
The rights of members of the Corporation to absolute freedom of
religion, politics, association, expression, production, and exchange
shall never be abridged or impaired by the group, except insofar as
the freedom of individual members conflicts with the rights of other
members. In all its dealing, the Corporation or its duly authorized
agents shall not discriminate against individuals by reason of sex,
race, creed, color, class, culture, or origin.

1. Members — Each member shall be a current landowner of
public record or purchaser of a parcel of real property within
Highland Woods subdivision.

2 Voting — Each member, whether owning one or more parcels of
property within Highland Woods subdivision shall have one vote.

3. Members’ Rights — All members have the right to be elected
to the Board of Directors and serve on committees by appointment.
Members of the Highland Woods Landowners Association are not
personally liable for debts, liabilities, or obligations of the
Corporation. ·

4. Removal of Membership — Membership terminates when the
member ceases to be a current landowner of public record or purchaser
of a parcel of real property within Highland Woods subdivision.

ARTICLE II: MEETINGS OF THE MEMBERSHIP

1. Location and Date of Membership Meetings: Notice
a) The annual meeting shall be held during the month of
July at 8:00 pm, or during another month, or at another time,
otherwise designated by the Board of Directors.
b) Special meetings of the membership may be called by the
President, the Board of Directors or by 25% of the membership or 10
members, whichever is less. Annual and special meetings shall be held
at the registered office or at a place or places otherwise designated
by the Board of Directors.
c) Written or printed notice state the place, day and hour
of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall be delivered not less
than 5 nor more than 40 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the
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Secretary, or the officers or persons calling the meeting, to each
member entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail
addressed to the member at his\her address as it appears on the
records of the Corporation, with postage thereon prepaid.
2. Minutes — Minutes will be taken at each and every meeting
of the membership, and made accessible to each and every member on
request.
3. Quorum — 50% of all the voting members must be present, in
person, or by proxy, at any annual or special meeting to constitute a
quorum.
4. Decisions — Decisions shall be determined by majority vote
of the quorum.
5. Voting of Absent Members by Proxy
a) Members may vote in person or, if absent, through a
participating member representative. Such representative must be
authorized by a written statement by the absent member, delivered to
the Board of Directors in advance of the meeting at which it is to be
utilized. The statement need not endorse or reject a particular
motion, but must specify a clearly described issue area, and must show
good cause for the member’s absence. This authorization, shall permit
the designated representative to vote for the absent member on all
matters relating to that issue area, as prescribed by the written
statement.
b) During any particular vote, no member may be authorized
to represent more than two absent members. Such authorization shall be
valid for one meeting only. No member may vote by any other form of
proxy, although any member may send statements to be read at the
meeting. (Amended 7/7/06.)
6. Written Consent Ballot — Whenever the members of the
Corporation are required or permitted to take any action by vote, such
action may be taken without a meeting on written consent ballot, voted
on by members entitled to vote. 5uch action shall be a5 valid and
effective as any action taken at a regular or special meeting of the
members. A majority of the voting members constitute a quorum for a
written consent ballot. A majority of those voting shall decide the
action.
7. Dues — Each member shall be assessed an annual membership
fee to be determined by a vote at the Annual Membership Meeting.
(Amended 7/7/06.)
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ARTICLE III: BOARD OF DIRECTORS
1. Election – One-third of the Board of Directors will be
elected at each Annual Membership Meeting. The Board of Directors
will consist of at least five members, an odd number of members,
elected at the Annual Meeting of the membership by a majority of the
membership, for two year terms. At least two Directors’ seats will be
open for election at each Annual Meeting of the membership. Proxy
votes are admissible. Board members may be reelected. (Amended
7/7/06.)
2. Vacancies — If a vacancy should occur, the Board is
empowered to elect a new member to fill the vacant term subject to
approval by members at either the next annual meeting or any other
general membership meeting.
3. Meetings
a) The Board of Directors shall hold regular meetings. The
Board meetings shall be open to all members or guests approved by the
Board, but members and guests shall remain passive participants unless
directly addressed by the Board. The Board of Directors shall make a
comprehensive report once a year at the Annual Meeting.
b) Any meeting of the Directors may be held by conference
telephone or similar communications equipment by means of which all
Directors participating in the meeting can hear each other
simultaneously. Participating in any meeting so conducted shall
constitute presence at the meeting in person by all Directors
participating therein.
4. Minutes — Minutes will be taken at every Board meeting and
made available to any member on request.
5. Quorum — Two-thirds of the Board members at any Board of
Directors meeting shall constitute a quorum.
6. Composition — Elected Board members must be members of the
Corporation.
7. Officers — The Board of Directors shall select members to
fill the following positions:
a) President — The President shall:
1) Preside at all meetings of the Board of Directors
and of the Corporation, or properly delegate such duty (If no one has
been delegated, the Directors present shall choose a substitute.)
2) Report on the affairs of the Corporation to the
membership at their Annual Meeting and at any other time they may
require.
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3) Consult with the Treasurer and the Clerk of the
Corporation regarding the fulfillment of their responsibilities.
4) Perform such other duties as the Board of
Directors may direct.
b) Vice-President — In the absence of the President, or
in the event of his or her refusal to act, the Vice-President shall
have all the powers of and be subject to all the restrictions upon the
President, and shall perform such other duties as from time to time
may be assigned to him/her by the President or the Board of Directors.
c) Treasurer — The Treasurer shall:
1) Collect all money owing to the Corporation and
receive all gifts of money or property to the Corporation.
2) Hold all funds of the Corporation in such manner
as the Board directs.
3) Maintain all deeds, title papers, and assets of
the Corporation in the name of the Corporation and in such manner as
the Board directs.
4) Disburse such funds of the Corporation as the
Board of Directors may order and/or authorize and, if required, take
proper vouchers for such disbursements. However, the Treasurer shall
not make any disbursements larger than $250.00, without first
obtaining the approval and the signature of the President or one other
Trustee designated by the Board.
5) Keep full and accurate account of all financial
transactions, receipts, expenditures, debts owed by and to the
Corporation, and the balance of corporate funds and other corporate
holdings in books of the Corporation maintained for that purpose.
6) Perform such other duties as the Board of
Directors may direct. The Board may require that the Treasurer be
bonded, in any amount satisfactory to the Board.
d) Secretary — The Secretary shall:
1) Give notice of all meetings of the membership and
the Board of Directors in accordance with these Bylaws.
2) Maintain a list of all members of the Corporation
and their mailing addresses.
3) Keep the minutes of all meetings of the membership
and the Board in such manner as the Board directs, and provide copies
of the minutes as required by these Bylaws.
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4) Confirm and record the status of motions and votes
in meetings of the membership and the Board.
5) Perform such other duties as the Board of
Directors may direct.
e) Resignation, Removal — Any officer may resign from
his/her office at any time by giving notice to the Board. Unless
otherwise specified, such resignation shall be effective upon delivery
to the Board. The Board of Directors may remove any officer when in
its judgment such removal would serve the best interest of the
Corporation.
f) Appointment — Any two or more officers may be held by
the same person, except the offices of President and Secretary.
ARTICLE V: DUTIES OF THE BOARD
The Board of Directors shall:
1. Carry out the purpose of the Corporation, implement
decisions of the membership, and be responsible for the general
management of the Corporation.
2. Prepare an Annual Report for the Corporation outlining the
nature and results or the Corporation’s activities during the
preceding year, showing the financial condition of the Corporation.
3. Select all officers of the Corporation.
4. Supervise the activities of all officers, employees, agents,
advisors and committees of the Corporation in performance of duty.
5. Determine by whom and in what manner deeds, contracts, and
other instruments shall be executed on behalf of the Corporation.
6. Convey the rights to use land in accordance with the
purposes of the Corporation and the provisions of these Bylaws;
inspect and supervise the use of land in accordance with the
provisions of the Declaration of Covenants, Conditions and
Restrictions for Highland Woods Landowners Association; establish
management programs and contracts for use of land controlled by the
Corporation.
7. Provide notice of meetings, minutes and reports, as required
by these Bylaws or by the membership.
8. Determine the necessity and amount of a special needs
financial assessment of the membership. (Amended 7/7/06.)
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ARTICLE VI: REMOVAL OF A BOARD MEMBER
1. A Director may be removed from the Board if he/she fails to
attend 50% of the Board meeting within a year’s period.
2. A Director may also be removed from the Board if he/she has
acted in a manner seriously detrimental to the Board in its
fulfillment of its responsibilities. For a Director to be removed
there must be a 2/3 majority vote of the Board (excluding vote of the
charged Director). If the Board votes to remove the Director then a
statement of charges must be presented to the membership and a
membership meeting called within one month. Final approval of the
dismissal of a Director must rest on a 75% majority vote of the
general membership at the meeting. The charged Director may appear
before the membership meeting in his/her own defense before the vote
of removal.
ARTICLE VII: MEETINGS OF THE BOARD OF DIRECTORS
1. Annual Meetings — The Annual Meeting of the Board of
Directors shall be held no later than one day following the Annual
Meeting of the membership in the same location. Notice of this meeting
shall be included in the notice of the Annual Meeting of the
membership.
2. Regular Meetings — The Board of Directors shall hold
Regular Meetings at such times and places as the Board may establish.
Notification may be by mail, telephone or in person at least one week
prior to each meeting. Board members are encouraged to make advance
notices of Regular Meetings available to the membership.
3. Special Meetings
a) Special Meetings of the Board of Directors may be
called by the President, by any three Directors, or by 15% of the
members of the Corporation. Notice must be given to each Director at
least five days in advance of meeting unless any four members of the
Board consider the matter at hand an emergency. In that event a
Special Meeting may be called on a one day notice provided that every
reasonable effort is made to reach each Director.
b) At a Special Meeting of the Board, only those matters
for which the meeting was called, as stated in the notice of the
meeting, may be acted on by the Board unless all of the Directors are
present at the meeting and consent to take action on the other
matter(s).
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ARTICLE VIII: DECISION-MAKING (BOARD OF DIRECTORS)
1. Decisions by the Board of Directors shall be made by twothirds of the Board.
2. If all absent Directors shall assent, in writing, to any
vote of action by the Board of Directors following any meeting at
which fewer than a quorum was present, such Directors shall be
considered to have been present for the purpose of determining whether
or not a quorum was present, and shall be counted as having voted in
favor of such issue or approved such action.
3. Whenever the Board of Directors is required or permitted to
take any action by vote, such action may be taken without a formal
meeting or written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon, and any such action
shall be as valid and effective as any resolution duly adopted at a
regular or special meeting of the Board of Directors.
4. No member of the Board of Directors shall vote on any matter
in which such Director or any parent, spouse, child, partner, employer
or similarly related business entity has a direct or substantial
interest in any property or business that would be specifically,
directly and substantially affected by such action.
ARTICLE IX: COMPENSATION
Members of the Board may receive compensation in a reasonable
amount for services rendered.
ARTICLE X: POWERS OF THE BOARD OF DIRECTORS
The Board of Directors may:
1. Appoint and discharge advisors and consultants who have
skills necessary to the Corporation.
2. Employ and discharge persons in positions for the
furtherance of the purposes of the Corporation, including the duties
and compensation of any position.
3. Create such committees as will be necessary or desirable to
conduct the affairs and further the purpose of the Corporation.
4. Exercise all other powers necessary to conduct the affairs
and further the purposes of the Corporation in conformance with the
Charter of the Corporation and these Bylaws.
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ARTICLE XI: INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. Any present or future director or officer, or the executor,
administrator, or other legal representative of any such director or
officer, or any present or future director or officer of any other
corporation serving as such at the request of this Corporation because
of this Corporation’s interest in such other Corporation, or the
executor, administrator, or other legal representative of any such
director or officer, shall be indemnified by this Corporation against
reasonable costs, expenses, exclusive of the amount paid to the
Corporation in settlement, and counsel fees paid or incurred in
connection with any action, suit, or proceedings to which any director
or officer, or his or her executor, administrator, or other legal
representative may be made a party by reason of his or her being or
having been such director or officer, provided:
(a) Said action, suit, or proceedings shall be prosecuted
against such director or officer, or against his or her executor,
administrator, or other legal representative to final determination,
and it shall not be finally adjudged in said action, suit, or
proceedings that he or she had been derelict in the performance of his
or her duties; or,
(b) Said action, suit, or proceedings shall be settled or
otherwise terminated against such director or officer, or his or her
executor, administrator, or other legal representative, without a full
determination of the matter, and it shall be determined that such
director or officer has not in any substantial way been derelict in
the performance of his or her duties as charged in said action, suit,
or proceeding. Such determination shall be made by the majority of the
directors who are not parties to such action, suit, or proceedings, or
by any one or more disinterested persons to whom the question may be
referred by the Board of Directors.
2. The foregoing right of indemnification shall not be
exclusive of any other rights to which the director or officer may be
entitled to as a matter of law, or which may lawfully be granted to
her or him. The indemnification hereby granted by the Corporation
shall be in addition to, not in restriction or limitation of, any
other privilege or powers the Corporation may lawfully exercise with
respect to indemnification or reimbursement of directors, officers, or
employees.
ARTICLE XII: COMMITTEES
1. Standing Committees — The Board of Directors may, when the
need arises, establish standing committees to further the work and
goals of the Corporation.
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