BY-LAWS OF

FLINT RIDGE PROPERTY OWNERS ASSOCIATION, INC.

 

(Incorporated under the laws of the State of Oklahoma)

 

ARTICLE I - NAME AND LOCATION

 

The name of the corporation is FLINT RIDGE PROPERTY OWNERS ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the Association shall be located at P. O. Box 5, Kansas, Oklahoma, but meetings of members and directors may be held at such places as may be designated by the Board of Directors. The Association shall have and continuously maintain in the State of Oklahoma a registered office, and a registered agent whose office is identical with such registered office. The registered office of the Association in the State of Oklahoma and the address of the registered office may be changed from time to time by the Board of Directors.

 

ARTICLE II - SEAL

 

The corporate seal of the Association shall be in a circular form and shall bear the name of the Association and such other language as is required by the laws of the State of Oklahoma.

 

ARTICLE III - DEFINITIONS

 

   Unless the context otherwise specifies or requires, the terms
utilized herein shall be defined as provided in the DEED OF

DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE          NO. 1,
AMENDED, and any additions made thereto.

 

ARTICLE IV - MEETING OF MEMBERS

 

1.      ANNUAL MEETINGS.

 

      The first annual meeting of the members shall be held within thirty (30) days from January 1, 1983, and each subsequent regular meeting of the members shall be held on the same day of the month of each year thereafter, at the hour of 8:00 p.m., for the purpose of electing directors and for the transacting of other business as may come before the meeting. If the day fixed for the annual meeting of the members shall be a legal holiday in the State of Oklahoma, the meeting will be held at the same hour on the first day following which is not a legal holiday. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible. No notice need be given of said annual meeting unless the annual meeting is held at such other reasonable place or time (not more than thirty (30) days before or after the specified date) as may be designated by notice of the Board.

 

 

 

2.     SPECIAL MEETINGS.

 

Special meetings of the members may be called at any reasonable time and place by notice by the Board or by notice by members having one-fifth (1/5) of the total votes, delivered not less than ten (10) or mailed not less than fifteen (15) days prior to the date fixed for said special meeting, to all other members if given by the Board, and to all other members if given by said members.

 

3.     NOTICES.

 

Any notices of meetings required to be given shall be addressed to each member at his address appearing on the books of the Association.

 

4.     PROXIES.

 

At any meeting of the members, a member entitled to vote may vote in person or by proxy. All proxies shall be executed in writing by the member or by his duly authorized attorney-in-fact and filed with the Secretary of the Association. Every proxy shall be revocable and no proxy shall be valid after eleven (11) months from the date of its execution.

 

5.     PLACE OF MEETING.

 

The Board of Directors may designate any place, either within or without the State of Oklahoma, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Association; but if all the members shall meet at any time and place, either within or without the State of Oklahoma, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

 

6.     CLOSING OF MEMBERSHIP BOOKS OR FIXING OF RECORD DATE.    

 

For the purpose of determining members entitled to notice of or to vote at any annual meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Directors of the Association may provide that a list of members be established at least thirty (30) days prior to any meeting. If the membership book shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least thirty (30) days immediately preceding such meeting.

 

 

 

 

 

 

 

In lieu of closing the membership book, the Directors may fix in advance a date in any case to be not more than thirty (30) days and, in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action requiring such

determination of members is to be taken. If the membership book is not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been provided in this section, such determination shall apply to any adjournment thereof.

 

7.     VOTING LISTS.

 

The officer or agent having charge of the membership book of the Association shall make, at least twenty (20) days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of votes held by each, which list, for a period of twenty (20) days prior to such meeting, shall be kept on file at the principal office of the Association and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be Subject to the inspection of any member during the whole time of the meeting. The original membership book shall be prima facie evidence as to who are the members entitled to examine such list or membership book or to vote at the meeting of members.

 

8. QUORUM.

 

The presence at any meeting, in person or by proxy, of members entitled to cast sixty percent (60%) of all of the membership votes shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called immediately after adjournment of the preceding meeting and notice of such subsequent meeting will be deemed as waived by the commencement of such subsequent meeting and the required quorum at any subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided, however, that no such subsequent meeting shall be held more than sixty (60) days following such preceding meeting.

 

9.    VOTING

 

A member's right to cast votes shall be determined in accordance with the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED, and any additions made thereto.

 

 

 

 

 

 

10. ORDER OF BUSINESS.

 

The order of business at all meetings of the members shall be as follows:

 

     (a)     Roll call;

                             

(b)     Proof of notice of meeting (if required) or waiver of
     notice;

 

(c)  Reading of minutes of preceding meeting;

 

(d)  Reports of officers;

 

(e)  Reports of committees;

 

(f)  Election of Directors;

 

(g)  Unfinished business;

 

(h)  New business.

 

11  INFORMAL ACTION BY MEMBERS.

 

Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be Signed by the requisite quorum of members for such action entitled to vote with respect to the subject matter thereof.

 

ARTICLE V - BOARD OF DIRECTORS

 

1.   TERM OF OFFICE.

 

The affairs of the Association shall be managed by its Board of Directors, composed of a maximum of seven (7) Directors. Directors need not be residents of Oklahoma nor members‑of the Association.

 

2.     COMPOSITION.

 

The establishment of the Board of Directors shall be as stated in the Articles of Incorporation.

 

 

 

 

 

 

 

 

 

 

3.     METHOD OF NOMINATION.

 

Candidates for election shall either apply for candidacy with the Board of Directors not less than twenty (20) days prior to the annual meeting or be nominated for candidacy at the annual meeting. The Board of Directors shall provide all members with a list of the names of all candidates who have applied for candidacy along with the notice of the annual meeting.

 

4.     METHOD OF ELECTION.

 

Election shall be by secret written ballot at the annual meeting or delivered to the President or Secretary or Board of Directors prior to the start of the annual meeting, either by

hand delivery or, if voting by mail is authorized under these    By-Laws, by the manner as provided by the Board of Directors,  fair notice of which shall be given to the members pursuant to these By-Laws. The members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED and any additions made thereto.

Cumulative voting shall not be permitted. Those persons
receiving the largest number of votes shall be elected.

 

5.     RESIGNATION AND REMOVAL.

 

The unexcused absence of an elected Director from three (3) consecutive regular meetings of the Board shall be deemed a resignation. Any elected Director may be removed from the Board, with or without cause, by a vote for removal cast by two thirds

(2/3) of the members of the Association.

 

6.     VACANCIES.

 

In the event of death, resignation or removal of an elected Director, his successor shall be selected by the remaining Directors and shall serve for the unexpired term of his predecessor. In the event of death, resignation or removal of an

appointed Director, his successor shall be selected by the
remaining appointed Directors and if there are no remaining
appointed Directors, then by the remaining Directors, and he

shall serve for the unexpired term of his predecessor.

 

7.     COMPENSATION.

 

No Director shall receive compensation for the service he may render to the Association in that capacity. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties as a Director. Nothing within these By-Laws shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefor.

 

               

 

 

               ARTICLE VI - MEETINGS OF DIRECTORS

 

 

1.     REGULAR MEETINGS.

 

The annual meeting of the Board of Directors shall be held without other notice than this By-Law, 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 either within or without the State of Oklahoma, for the holding of additional regular meetings of the Board without other notice than such resolution

 

 

                        

2.     SPECIAL MEETINGS.

 

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Oklahoma, as the place for holding any special meeting of the Board called by them.

 

3.    NOTICE.

 

    Notice of any special meeting of the Board of Directors

shall be given at least ten (10) days previous thereto by

written notice delivered personally or sent by mail or telegram

to each Director at his 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 so addressed

with postage thereon prepaid. If notice be 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 any

meeting shall constitute a waiver of notice of such meeting,

except where a Director attends a meeting with the express

purpose of objecting to the transaction of any business because

the meeting is not lawfully called or convened. Neither the

business to be transacted at, nor the purpose of, any regular

or special meeting of the Board need to be specified in the

notice or waiver of notice of such meeting, unless specifically

required by law or by these By-Laws.

 

 

 

 

 

 

 

 

 

 

 

4. QUORUM.

 

A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time with no further notice.

 

5.     EXECUTIVE SESSIONS.

 

All meetings of the Board shall be open to observers, except the President may call the Board into executive session on matters of personnel or for hearings on infractions of recorded or adopted policies and procedures. Any action taken by the Board in executive session shall be recorded in the minutes of the Association.

 

6.     VOTING.

 

The act of a majority of the Directors present at a meeting at which a quorum is present in a duly constituted meeting of the Board shall be the act of the Board of Directors, unless the act

of a greater number is required by law or the Articles of Incorporation.

 

7.     INFORMAL ACTION BY DIRECTORS.

 

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a formal meeting if a consent in writing setting forth the action taken shall be signed by all of the Directors. Such consent when so signed shall be deemed and may be referred to as "Minutes of the Board of Directors" of the date on which signed.

 

ARTICLE VII - POWERS AND DUTIES OF THE BOARD OF DIRECTORS

 

1. POWERS.

 

The Board of Directors shall have power to:

 

(a) exercise for the Association all powers, duties and authority vested in or delegated to this Association by law, the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED and any additions made thereto and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation or the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED, and any additions thereto;

 

 

 

 

 

 

(b) employ a manager, an independent contractor or such other employees as they deem necessary, and to prescribe their duties.

 

2.    DUTIES.

 

It shall be the duty of the Board of Directors to exercise its power and authority and see that the duties of the Flint Ridge Property Owners Association (as described in the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED, and any additions made thereto and the Articles of Incorporation) are carried out, all for the benefit of the members of the Flint Ridge Property Owners Association, which duties shall include, but not be limited to:

 

(a) cause to be kept a complete record of all its corporate affairs including the Book of Resolutions, make such records available for inspection by any member or his agent or attorneys;

 

(b) supervise all officers, agents and employees of the Association and see that their duties are properly performed;

 

(c) present at each annual meeting of the members a full

and clear statement of the financial condition of the Association;

    

(d) issue upon demand by any member a certificate setting forth whether or not any assessment has been paid and giving evidence thereof for which a reasonable charge may be made;

 

(e) fix annual, special and parcel assessments at an amount sufficient to meet the obligations imposed by the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED and any additions thereto;

 

(f) appoint such committees as it deems appropriate to carrying out its purpose;

 

(g) exercise their powers and duties in good faith, with a view to the interests of the Property Owners; and

 

(h) carry out the duties of the Flint Ridge Property Owners Association as enumerated in the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED and any additions made thereto.

 

 

 

 

 

 

 

 

 

 

ARTICLE VIII - OFFICERS

 

1.     ENUMERATION OF OFFICERS.

 

The officers of this Association shall be a President, who shall at all times be a member of the Board of Directors, a Vice President, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time by resolution create.

 

2.     ELECTION OF OFFICERS.

 

The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

 

3.     TERM.

 

The officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one year unless he shall sooner resign, or shall be removed or shall otherwise be disqualified to serve.

 

4.     RESIGNATION AND REMOVAL.

 

Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

                        

5.     VACANCIES.

 

A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

 

6.     MULTIPLE OFFICES.

 

The offices of President and Vice President, and President and Secretary may not be held by the same person.

 

 

 

 

 

 

 

 

 

 

 

 

7.    DUTIES.

 

The duties of the officers are as follows:

 

(a) President. The President shall preside at all meetings of the members and of the Board of Directors. He shall see that orders and Resolutions of the Board are carried out. He may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Association; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

(b) Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election), shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

(c) Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Association, and affix the seal of the Association to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

                        

 

 

 

 

 

 

 

 

 

 

 

 

(d) Treasurer. If required by the Board of Directors, the  Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board  of Directors shall determine. The cost of such bond shall be paid by the Association. He shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; shall cause an annual audit of the Association books to be made at the completion of each full fiscal year; shall be the chief officer responsible for the preparation of an annual budget and a statement of income and expenditures to be presented to the Board and to the membership at its regular annual meeting; and, in general, perform all other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

     (e)     Assistant Treasurers and Assistant Secretaries.    If

required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The cost of such bond shall be paid by the Association. The Assistant Treasurers and Assistant Secretaries in general perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

 

ARTICLE IX - FISCAL YEAR

 

The fiscal year of the Association shall begin on the first day of January and end on the last day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

 

                                 ARTICLE X          INDEMNIFICATION

 

Each Officer and Director of the Association in consideration of his services as such, shall be indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, to which he may be a party by reason of being or having been a Director or Officer of the Association. The foregoing right of indemnification shall not be exclusive of any other rights to which the Director or Officer or person may be entitled by law, or agreement, or vote of the Members or otherwise.

 

 

                             

              

 

 

 

ARTICLE XI - COMMITTEES

 

1.     COMMITTEES OF DIRECTORS.

 

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more 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 Association. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the By-Laws; electing, appointing or removing any member of any such committee or any Director or officer of the Association; amending the Articles; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.

 

2.   TERM OF OFFICE.

 

Each member of a committee shall continue as such until the next annual meeting of the members of the Association and until his successor is appointed, unless the committee shall be sooner terminated or unless such member be removed from such committee or unless such member shall cease to qualify as a member thereof.

 

3.     CHAIRMAN.

 

One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the member thereof.

 

4.     VACANCIES.

 

Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.

 

 

 

 

 

 

 

 

 

 

5. QUORUM.

 

Except as provided above and unless otherwise provided in the Resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and

the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

6. RULES.

 

Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

 

ARTICLE XII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

1.     CONTRACTS.

 

The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officer so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

 

2.     CHECKS AND DRAFTS.

 

All checks, drafts or orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Association shall be signed by such officer or officers, 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 the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Association.

 

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.

 

4. GIFTS.

 

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

 

                             

                   

 

 

 

ARTICLE XIII - MISCELLANEOUS

 

1.     AMENDMENTS TO BY-LAWS:

 

These By-Laws may be amended:

 

(a) By a majority vote of the Directors at any meeting of the Directors duly called for that purpose, providing notice of the meeting and proposed amendments have been given to the members at least fifteen (15) days prior to the meeting; or

 

(b) An the annual meeting of the members, by a vote of the majority of the members who are voting in person or by proxy.

 

2.     WAIVER OF NOTICE.

 

Whenever any notice is required to be given under the provisions of the Oklahoma Non-Profit Corporation Act or under the provisions of the Articles or the By-Laws 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 or if the action taken pursuant to Article IV 8 (the commencement of a subsequent meeting) is taken, then such shall be deemed equivalent to the giving of such notice.

 

3.     CONFLICT BETWEEN DOCUMENTS.

 

In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control; in the case of any conflict between the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO.1-AMENDED and any additions made thereto and these By-Laws, the DEED OF DEDICATION AND PROTECTIVE COVENANTS FOR FLINT RIDGE NO. 1-AMENDED and any additions made thereto shall control.

 

4.     CHANGE OF ADDRESS.

 

Each Director and officer shall notify the Secretary immediately of any change of address; failure to do so shall constitute a waiver of any notice required to be given to such Director or officer. This is not intended to relieve the Association of its obligation of notifying such Director or officer; however, the Association can rely on the address last appearing on the books of the Association for the sending of notice.

 

 

 

 

 

 

 

 

 

 

5.     INVALID PROVISIONS.

 

If any part of these By-laws shall be held invalid or inoperative for any reason, then, so far as possible and reasonable, the remaining part shall be valid and operative, and effect shall be given so far as possible to the intent manifested by the part held invalid or inoperative.

 

6.     PRONOUNS.

 

In every case where a masculine pronoun has been used in these By-Laws, it shall be deemed to include the feminine, and no person shall be disqualified from service as an officer, director, employee, agent or in any other capacity for the Association because of sex.

 

7.     TABLE OF CONTENTS-HEADINGS.

 

The table of contents and headings used in these By-Laws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation and construction.