BY-LAWS
Article I
NAME AND LOCATION
The name of this corporation is
Bear Ridge at Ash River, hereinafter referred to as the
"Association." The principal office of the Corporation shall be
located at 10407 Ash River Trail, Orr, Minnesota 55771, but meetings of
members and directors may be held at such places within the State of
Minnesota, County of St. Louis, as may be designated by the Board of
Directors.
Article II
DEFINITIONS
Section 1 "Articles" shall mean and
refer to the Articles of Incorporation of the Association.
Section 2 "Association" shall mean and
refer to Bear Ridge at Ash River, its successors and assigns.
Section 3 "Common Areas" shall mean all
property owned by the Association for the common use and enjoyment of the
Owners.
Section 4 "Community" shall mean and
refer to Bear Ridge at Ash River, Common Interest Community No.________
Section 5 "Declarant" shall mean and
refer to Ash river Properties, Inc., a Minnesota corporation, its successors
and assigns.
Section 6 "Declaration" shall mean and
refer to the Declaration of Covenants, Conditions and Restrictions applicable
to the Properties recorded in the office of the County Recorder in and for St.
Louis County, Minnesota.
Section 7 "Lot" shall mean and refer to
any plat of land shown upon any recorded subdivision map of the Properties
with the exception of the Common Area.
Section 8 "Member" shall mean and refer
to those persons entitled to membership as provided in the Declaration.
Section 9 "Owner" shall mean and refer
to the record owner, whether one or more persons or entities, of the fee
simple title to any Lot which is a part of the Properties, but excluding those
having such interest merely as security for the
performance of
an obligation unless and until such security holder has acquired title
pursuant to foreclosure proceedings or voluntary deed in lieu thereof.
Section 10 "Properties" shall mean and
refer to that certain real property described in the Declaration of Covenants,
Conditions and Restrictions, and such additions thereto as may hereafter be
brought within the jurisdiction of the Association.
Article III
MEETING OF MEMBERS
Section 1 Annual Meetings. The first annual
meeting of the Members shall be held within one year from the date of
incorporation of the Association, and each subsequent regular annual meeting
of the members shall be held on the date selected by the Board of Directors
thereafter, at the hour of 7:00 o'clock, p.m. If the day for the annual
meeting of the Members is a legal holiday, the meeting will be held at the
same hour on the first day following which is not a legal holiday. At each
annual meeting, there shall be, at a minimum, (i) an election of successor
directors for those directors whose terms have expired, (ii) a report on the
activities and financial condition of the Association, and (iii) consideration
of and action on any other mailers included in the notice of meeting.
Section 2 Special Meetings. Special meetings of
the Members may be called at any time by the President or by the Board of
Directors, and shall be called by the President in any event upon written
request of the members who are entitled to vote one-fourth (1/4) of all of the
votes of the membership.
Section 3 Notice of Meetings. Notice of all
meetings of the Members, stating the date, time, place, complete agenda
thereof, and the procedure for appointment of proxies, shall be given by the
President or Secretary unless waived in writing. Such notice shall be in
writing and shall be delivered by hand or sent by prepaid United States mail
to each Member at the Member's address as it appears on the books of the
Association. Notices shall be mailed not less than twenty-one (21) days nor
more than thirty (30) days in advance of the annual meeting, and not less than
seven (7) days nor more than thirty (30) days in advance of any special
meeting. Proof of such mailing shall be given by the affidavit of the person
giving the notice. The notice of meeting may be waived before or after such
meeting.
Section 4 Voting. Each Unit (as defined in the Declaration) shall be entitled to one vote. When any Unit is owned by more than one Member, the majority of the Members owning such Unit shall designate the Member or other person authorized to cast the vote of such Unit. If the majority of such Members do not designate a Member or other person authorized to cast the vote of such Unit, such vote shall not be cast. During any period in which the assessments against a Unit are unpaid for more than 60 days after they are due and payable, the Unit's voting rights may be suspended.
Section 5 Quorum. The presence at the meeting of Members entitled to cast, or of proxies to cast fifty-one (51%) percent of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 6
Proxies. At all meetings of Members, each Member may vote in person or
by proxy. All proxies shall be in writing and filed with the secretary. Every
proxy shall be revocable and shall automatically cease upon conveyance by the
member of his Lot.
Section 7
Unanimous Action Without Meeting. An action required or permitted to be
taken at a meeting of the Members may be taken without a meeting by written
action signed, or consented to by authenticated electronic communication, by
all of the Members entitled to vote on that action. The written action is
effective when it has been signed, or consented to by authenticated electronic
communication, by all of those Members, unless a different effective time is
provided in the written action.
Section 8
Action by Written Ballot. An action that may be taken at a regular or
special meeting of the Members may be taken without a meeting if the
Association mails or delivers a written ballot to every Member entitled to
vote on the matter. The written ballot shall set forth each proposed action
and provide an opportunity to vote for or against each proposed action.
Approval by written ballot under this section shall be valid only if the
number of votes cast equals or exceeds the quorum required to be present at a
meeting authorizing the action, and the number of approvals equals or exceeds
the number of votes that would be required to approve the matter at a meeting
at which the total number of votes cast was the same as the number of votes
cast by ballot. Solicitations for votes by written ballot must indicate the
number of responses needed to meet the quorum requirements, state the
percentage of approvals necessary to approve each matter other than election
of directors and specify the time by which a ballot must be received by the
Association in order to be counted.
Section 9
Remote Communications. To the extent permitted by law, meetings of the
Members may be held by remote communications in the manner specified in by
law.
Article IV
BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
Section 1 Number. The initial Board of Directors
shall consist of three natural persons. The second Board of Directors and all
successive Boards shall consist of three, five or seven Directors, as
determined by the Members at each annual meeting. All Directors shall be
Members, or a representative of the Declarant.
Section 2 Term of Office. The term of each
Director shall extend for a period of one year until the next annual meeting
of the Members and until such Director's successor has been duly elected and
has qualified.
Section 3 Removal. Any Director may be removed
from the Board, with or without cause, by a majority vote of the members of
the Association. In the event of death, resignation or removal of a Director,
his/her successor shall be selected by the remaining members of the Board and
shall serve for the unexpired term of his/her predecessor.
Section 4 Compensation. No Director shall receive
compensation for any service he/she may render to the Association. However,
any Director may be reimbursed for his/her actual expenses incurred in the
performance of his/her duties.
Section 5 Action Taken Without a Meeting. The
Directors shall have the right to take any action in the absence of a meeting
which they could take at a meeting by obtaining the written approval of all
the Directors. Any action so approved shall have the same effect as though
taken at a meeting of the Directors.
Article V
NOMINATION AND ELECTION OF DIRECTORS
Section 1 Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its sole discretion determine, but not less than the number of vacancies that are to be filled.
Section 2 Election. Election to the Board of
Directors shall be by vote of the Members. At such election the Members or
their proxies may cast, in respect to each vacancy, as many votes as they are
entitled to exercise under the provisions of the Declaration. The persons
receiving the largest number of votes shall be elected. Cumulative voting is
not permitted.
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