LONAS DRIVE COMMUNITY ASSOCIATION BYLAWS

Approved November 20003

Article 1: Name

The name of the organization is Lonas Drive Community Association, hereafter referred to as the “Association.” The board of directors shall have the power to designate other names for specific activities and programs it deems appropriate.

Article 2: Objectives

The Association’s purpose is to promote and support developments and improvements that are compatible with the prevailing residential character of the areas included in the Association.

Article 3: Membership

Section 1. Eligibility. Adult members of households living in the residential areas adjacent to Lonas Drive shall be eligible for memberships.

Section 2. Admission to Membership. Any person who is eligible for membership in the Association may become a member by participating in (signing an attendance roster at) one Association open meeting.

Section 3. Resignation and Termination. Any member may resign membership at any time by submitting a written resignation to any member of the board or directors. Any member may be terminated from membership on moving out of the Association’s residential area. Any member who has failed to attend an open meeting for five years will be declared “inactive” and not counted as a current member of the Association. The Secretary-Treasurer of the Association will update the membership list quarterly.

Section 4. Membership List. The Secretary of the Lonas Drive Community Association shall keep an accurate list of the names of current members, including addresses (mail and e-mail), and telephone numbers. The Directors shall provide that the membership list be closed each year thirty (30) days prior to the date of the annual meeting for the purpose of determining which members will be eligible to vote at that annual meeting. A list of members as of that date, certified by the secretary, shall be open for inspection at the annual meeting and shall determine who shall be eligible to vote at that meeting.

Section 5. Membership Meetings. Meetings of the Lonas Drive Community Association shall take place as follows:

(a) An annual meeting of the members shall be held during November at a time and place specified by the Board of Directors.

(b) The Board of Directors may by resolution set the times and places for more regular meetings of the members of the Lonas Drive Community Association.

(c) Special meetings of the members may be called by the President, by the Board of Directors, or by 2/3 of the voting members of the Lonas Drive Community Association.

(d) The Board of Directors will designate a place within the Lonas Drive

Community Association area as the location of the annual meetings. Any special meetings of the members shall be held at such location as designated by the person or persons calling the special meeting.

Section 6. Notification. Written notice of the annual meeting shall be given to each voting member not less than1 day nor more than 30 days prior to the date of the annual meeting. Such notice shall state the day, time, place, and agenda of the meeting. Such notice shall be deemed given when distributed to the residence of each member using the members’ addresses as they appear on the Lonas Drive Community Association membership list. (Additional notice may be distributed electronically.) A certificate by the Secretary of the Lonas Drive Community Association stating that such notification was distributed shall be conclusive. Written notice of special meetings shall be delivered in the same manner as notice of the annual meeting. Notice of a special meeting shall also give the names of the person or persons calling such meeting.

Section 7. Quorum. No business of the Lonas Drive Community Association shall be transacted unless at least 10% of the members entitled to vote are present at a meeting.

Section 8. Voting. There shall be one vote per member. A majority vote (that is, one half plus one person) of those voting members present shall be required to carry any motion or to elect any director, except as provided elsewhere in these bylaws.

Article 4. Board of Directors

Section 1. Election. Candidates for the Board of Directors shall be selected from among those nominated by the Nominating Committee, which shall consist of three persons appointed by the President of the Association. Candidates may also be nominated by members present at the meeting. Directors shall be elected by a majority vote of those members present.

Section 2. Composition of the Board of Directors. The number of board members shall be at least three and not more than twenty (20). To be elected to the Board a person must be a current resident of the Association’s residential areas and be a member of the Association. Each of the neighborhoods, subdivisions and condominium complexes adjacent to Lonas Drive with at least 20 residences may have two members of board as representatives of their area. A neighborhood, subdivision or condominium complex with 100 or more residences may have an additional representative on the board.

Section 3. Terms of Office. Each director shall serve for a term of three (3) years, or until a successor is selected.

Section 4. Duties. Directors shall set policy, recommend changes in bylaws as needed, set the agenda for membership meetings, authorize activities and expenditures of the Lonas Drive Community Association, supervise all phases of the organization’s work, and otherwise manage and direct the affairs of the Lonas Drive Community Association.

Section 5. Removal from the Board. Any or all directors may be removed with or without cause by a majority vote of the members present at a meeting in which a quorum is present. Any Director missing three (3) consecutive meetings of the Board that

Have been called by virtue of Section 6 of this Article shall automatically be removed from office unless the President or Secretary is informed before the meetings of the absences, and the reasons for such absences have been previously approved by resolution of the Board as reasons for which absence is excusable.

Section 6. Meetings of the Board.

(a) The Board of Directors shall meet regularly and at least four (4) times per year at such hour and place as designated by the Board.

(b) Special meetings of the Board of Directors may be called by the President or any two (2) directors.

Section 7. Notification. Notice of regular and special meetings of the Board shall be given by written notice or by personal notice given 1 day in advance. Such notice shall include time, place, and proposed agenda. Attendance of a Director at any meeting shall constitute a waiver of notice, except when such Director attends for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened.

Section 8. Quorum. At least 1/3 of the Board must be present at a Board of Directors meeting before any vote may be held on any resolution, election, etc. or before any reports may be read.

Section 9. Voting. Each member of the Board shall have one vote. A majority vote (one half plus one vote) of the Directors shall be required to carry any motion, to elect any officers, etc.

Section 10. Vacancies. Vacancies occurring on the Board for any reason other than expiration of a term of office may be filled by a majority vote of the Directors then in office, provided, however, that any vacancies existing on the Board by reason of removal of a Director shall be filled immediately by a majority vote of the members at the next meeting of the organization’s members properly called under the bylaws.

Section 11. Resignations. Any member of the Board of Directors may resign by giving written notice to the President or Secretary of the Lonas Drive Community Association.

ARTICLE 5. OFFICERS

Section 1. Election of Officers. The officers of the Lonas Drive Community Association shall be elected annually at a regularly scheduled meeting of the Board. Nominations for the officer positions shall be made at the last regular meeting of the Board prior to the meeting in which elections are to be held.

Officers shall be elected by a plurality of votes of the members of the Board. The nominee for a particular office who received the most votes in any election shall be elected to that office. In the event of a tie for receiving the most votes, any nominee who shall not have received enough votes to be a part of the tie shall be eliminated from consideration, and there shall immediately be a subsequent vote to determine the winner. This process shall repeat until a single nominee receives a plurality of votes. The titles and duties of officers of the Lonas Drive Community Association are enumerated in the following sections of these bylaws.

Section 2. President. The President shall be the chief officer of the Lonas Drive Community Association. The duties of this office shall include the following:

Make necessary arrangements for meetings
Preside at all meetings
Provide and follow agendas for all meetings
Determine whether a quorum is present at meetings
Represent the organization at public functions
Call special meetings
Sign checks for the organization
Oversee the drafting of all organizational documents
Oversee the establishment of all committees and the assigning of committee chairpersons
Act in an emergency when there is not enough time to call a meeting
See that decisions of the organization are carried out in a timely manner
Encourage participation of all members

Section 3. Vice-President. The duties of Vice President of the Lonas Drive

Community Association are as follows:

Carry out the duties of the President in his or her absence
Assist the President in all duties
Serve as program chair
Provide assistance in committees in performing their charges
Succeed the President in office for the remainder of any term of office not completed by the President for whatever reason

Section 4. Secretary. The duties of the Secretary are as follows:

Record, distribute, and maintain accurate records of all regular and called meetings of the Lonas Drive Community Association
Maintain and provide a list of all current members
Maintain records of all committee meetings as submitted by committee chairpersons
Distribute notice of all regular or called meetings
Call special meetings of the Lonas Drive Community Association
Maintain files of all organizational documents—charter, bylaws, etc.
Facilitate all organizational correspondence
Perform all duties as required of the Secretary in ARTICLE 7 of these bylaws.

Section 5. Treasurer. The duties of the Treasurer are as follows:

Give a financial report at all meetings as called on by the President
Have authority to sign checks
Prepare all tax reports as required
Make arrangements for audits and record-keeping services
Perform all duties as required of the Treasurer in ARTICLES 7 and 8 of these bylaws.

ARTICLE 6. COMMITTEES

Section 1. Executive Committee. There shall be an Executive Committee of the Lonas Drive Community Association consisting of the organization’s directors and officers. It shall be the responsibility of the Executive Committee to plan the agendas for all meetings and to develop and recommend programs for the organization. The Executive Committee shall not have the authority to change the bylaws or to fill any vacancies on the Board or on any committee without the approval of a majority of the Board of Directors.

Section 2. Committees. The Board of Directors may designate and appoint one or

More committees consisting of directors or members or both, and shall describe the duties and authority of each such committee.

Section 3. Reports. All committees shall as requested report their activities and recommendations to the Board and file reports with the Secretary.

ARTICLE 7. BOOKS AND RECORDS

Section 1. Records. The Secretary of the Lonas Drive Community Association or other such person appointed by the Board of Directors shall keep accurate, permanent minutes of the proceedings of meetings of the members and the Board of Directors and of reports of committees. Such person shall also keep an accurate record of the members of the organization, including each member’s name, address, and membership designation. These records are to be turned over to the new secretary by the outgoing secretary within 30 days of the election of a new Secretary.

Section 2. Financial Records. The Treasurer of the Lonas Drive Community Association or such other person as may be appointed by the Board of Directors shall keep a correct and complete set of books and records of accounts of the organization. Such person shall be required to account to the Board of Directors for all expenditures at the annual meeting of the Board and at the annual meeting of the members, and whenever the Board of Directors shall require.

ARTICLE 8. FUNDS.

Section 1. Deposits and Withdrawals. The Treasurer shall be responsible for maintaining and accounting for all of the funds of the organization. The Treasurer shall establish a checking or savings account with a federally insured local bank or savings and loan association when funds of more than $50 in cash are accumulated. The account shall be in the name of the Lonas Drive Community Association and shall bear the signatures of the President or the Treasurer. As outgoing authorized account signatories are replaced by new authorized signatories, the Treasurer will ensure that the correct signatures are on record with the account(s) at the bank or savings and loan association. Withdrawals from the account shall be made only after a resolution or motion has been passed by the Board of Directors or the membership authorizing the withdrawal.

Section 2. Loan or Guarantees. The Lonas Drive Community Association shall not make, directly or indirectly, any loan of money or organization property to, or guarantee or secure any debt of, any director or officer of the organization.

ARTICLE 9. AMENDMENTS

Section 1. Charter Amendments. Amendments to the charter may be made in the following manner:

(a)The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the members of the Lonas Drive Community Association, which may be an annual, regular, or special meeting; or 50% of the members of the organization entitled to vote thereon may propose an amendment by delivering such proposed amendment to the Board or any officer of the organization.

(b) Written notice of the meeting at which such proposed amendment is to be submitted shall include a copy of the proposed amendment and a summary thereof.

(c) Such amendment shall be approved upon receiving the affirmative votes of two-thirds of the members of the organization present at such meeting, provided a quorum is in attendance.

Section 2. Amendment to the Bylaws. Bylaws may be adopted, amended, or repealed by a vote of one-half of the voting membership. Bylaws may also be adopted, amended, or repealed by the Board of Directors upon a unanimous vote of the Board of Directors present and voting. However, any bylaws adopted by the Board of Directors may be amended or repealed by the members. The bylaws may contain any provision for the regulation and management of business or affairs of the organization that is not inconsistent with law or the Charter. Notice shall be given at least seven (7) days before any meeting at which a proposed amendment will be considered, and the test of the proposed amendment shall be sent out with the meeting notice.