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HomeMy WebLinkAbout2000-05-04 Bylaws of WINN Business Center Owners Association - UNSIGNEDBYLAWS OF WINN BUSINESS CENTER OWNERS ASSOCIATION ARTICLE I. General Purposes The purpose of the corporation shall be to provide for the repair, and to provide means and procedures to assessing said members for expenses and costs necessarily incurred in accomplishing such purposes. All provisions in the Articles of Incorporation, the Bylaws and rules, regulations and exercises of powers and directors shall be construed and interpreted in the light of such purposes and intentions of the corporation. ARTICLE 11. Membership A. Membership shall be limited to persons owning Lots 1 through 6, inclusive, Block 1, WATE Addition, Washington County, Minnesota. B. A member shall cease to be a member if and at the time he ceases to be a property owner in the area hereinabove described. C. Members, as defined in the Articles of Incorporation, shall be entitled to one vote for each lot owned. Where more than one member holds title to any lot, they jointly shall constitute one member. The vote of the members shall be cast by the person named in a Certificate filed with the Secretary of the corporation. If such Certificate is not on file, the vote of such members shall not be considered. D. Votes may be cast in person or by proxy. Proxies shall be voted only for the particular meeting designated therein and must be filed with the Secretary before the appointed time of the meeting. ARTICLE III. Offices The registered office of the corporation shall be at 11255 50 Street North, Lake Elmo, MN 55042. ARTICLE IV. Meeting of Members Section 1. Place. All meetings of the members shall be held at the registered office of the corporation, or at such other place as may be designated by the Board of Directors, and notice thereof given in the official notice of said meeting. Section 2. Time. An annual meeting of the members shall be held at a time and place designated by the Board of Directors, when they shall elect by majority vote a Board of Directors. Section 3. Notice of Annual Meeting. Written notice of the annual meeting shall be mailed at least fourteen days prior to the meeting to each member entitled to vote thereat to the last known address of such member as same appears upon the books of the corporation. Section 4. Notice of Special Meetings. Written notice of a special meeting of members, stating the time, place and object thereof, shall be mailed to the last known address of such members at least fourteen days before such meeting to each member entitled to vote thereat. Section 5. Quorum. The presence at any meeting, in person or by proxy, of the holders of a majority of memberships entitled to vote shall constitute a quorum for the transaction of business. Each member shall be entitled to but one vote. If, however, such majority shall not be present in person or by proxy to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of voting members shall be represented. At such adjourned meeting at which the required number of voting members shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 6. Call of Special Meetings. Special meetings of the members, for any purposes, unless otherwise required by statute, may be called by the President or shall be called by the President and Secretary at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of members possessing not less than one -third of the voting power of the membership of the corporation. Such call shall state the purpose or purposes of the proposed meeting. ARTICLE V. Board of Directors Section 1. Number and Terms of Office. The property and business of this corporation shall be managed by its Board of Directors, which shall consist of three members who shall be members of the corporation, and whose terms of office of the first Board of Directors shall be for terms of one, two and three years. Section 2. Election of Directors. One director shall be elected at each annual meeting of members to fill the office of the director whose term is then expiring. Election shall be by majority vote. Directors shall serve the term to which elected or until their successors have been elected and have qualified. Section 3. Filling of Vacancy. Vacancy in the office of director, from whatever cause, occurring between annual meetings of members, shall be filled by the remaining directors; provided however, such director so named to fill a vacancy shall serve only until the next annual meeting of members, at which time a director shall be elected by majority present and voting to fill such unexpired term. Section 4. Annual Meetings. The regular annual meetings of the Board shall be held without notice at the time and immediately following the adjournment of the annual members' meeting, for the purpose of election of officers for the ensuing year and to transact such other business as may properly come before it. Section 5. Other Meetings. The Board of Directors may meet from time to time and at such places as may be determined by the Board, at the call of any member thereof, provided reasonable notice be given other members of the time and place of said meeting, such notice to be given personally or by mail. Any action which might be taken at a meeting of the Board of Directors may be done without a meeting if done in writing, signed by all of the directors. Section 6. Quorum. At all meetings of the Board, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors. ARTICLE VI. Powers of Directors All of the powers and duties of the Association shall be exercised by the Board of Directors, including those existing under the common law and statutes and the Articles of Incorporation of the Association. Such powers and duties shall include but not be limited to the following: A. To make and collect assessments against members to defray the costs of carrying out the purposes of the Association, including but not limited to, the costs of the repair and maintenance of the bituminous pavement area used for common ingress, egress and parking by the members and the cost of administering and enforcing its Restrictive Covenants governing the members' property. Such assessments shall be equally divided among each lot within the property described above and administered as provided by the Declaration of Cross Easements from W.A.T.E. Enterprises, Inc. dated May , 2000, recorded or to be recorded in the Office of the Washington County Recorder. B. To enforce by legal means the provisions of the Articles of Incorporation and Bylaws of the Association and the Declaration of Cross Easements from W.A.T.E. Enterprises, Inc. dated May , 2000, recorded or to be recorded in the Office of the Washington County Recorder. ARTICLE VII. Officers Section 1. Board of Directors. The Board of Directors at its first meeting and its first meeting after each annual meeting of shareholders shall elect a President from its own number and the Board shall also annually elect a Vice President and a Secretary /Treasurer, none of whom need be a member of the Board. The President shall hold office until his successor is elected notwithstanding an earlier termination of his office as director. A Vice President who is not a director may not succeed to the office of President. Section 2. Other Officers. The Board may appoint such other officers and agents as it shall deem necessary, from time to time, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 3. Terms of Office. The officers of the corporation shall hold office for one year or until their successors are chosen and Qualify in their stead, notwithstanding an earlier termination of their office, as any officer elected or appointed by the Board of Directors may be removed by the affirmative vote of a majority of the whole Board of Directors with or without cause. Section 4. President. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and directors; he shall have general active management of the business of the corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be ex-officio, a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of the corporation. Section 5. Vice President. The Vice President shall, in the absence of disability of the President, perform the duties, exercise the powers of the President, and shall perform such other duties, as the Board of Directors shall prescribe. Section 6. Secretary/Treasurer. The Secretary /Treasurer shall attend all sessions of the Board of Directors and all meetings of the members and record all votes and the minutes of all proceedings in a book kept for that purpose and shall perfoi La like duties for the standing committees when required. The Secretary /Treasurer shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary /Treasurer shall have the custody of the corporation funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Secretary/Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking the proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the corporation. Section 7. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the directors then in office, although less than a quorum, by a majority vote may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. ARTICLE VIII. Miscellaneous Section 1. Inspection of Books. Members shall be permitted to inspect the books of the corporation at all reasonable times. Section 2. Checks. All checks and notes of the corporation shall be signed by the Secretary /Treasurer and countersigned by either the President or Vice President or by such other officers or agents as may from time to time be designated by resolution of the Board of Directors. Section 3. Fiscal Year. The fiscal year shall begin on the first day of January of each year. Section 4. Directors' Annual Statement. The Board of Directors shall, at each meeting and when called for by a vote of members, present a full and clear statement of the business and condition of the corporation. ARTICLE I. Corporate Seal The corporation shall have no corporate seal. These Bylaws may be amended only by a three-fourths vote of members present and voting at any regular or special meeting of the members, provided that notice of said proposed amendment or amendments shall have been incorporated in the office of such meeting given pursuant to the provisions of Article IV of these Bylaws. The foregoing were adopted as the Bylaws of the Owners Association, a non-profit corporation under the laws of the State of Minnesota at the first meeting of the Board of Directors on 2000. Approved: President STATE OF MINNESOTA ) ss. COUNTY OF WASHINGTON ) ARTICLE X. Amendments of Bylaws Secretary On this day of , 2000, before me, a Notary Public within and for said County and State, personally appeared , to me personally known, who, being each by me duly sworn, did say that they are the Secretary and President of Owners Association, the corporation named in the foregoing instrument, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and acknowledge said instrument to be the free act and deed of said corporation. (Notarial Seal) THIS INSTRUMENT WAS DRAFTED BY: William Zintl 11255 50 Street North Lake Elmo, MN 55042 Notary Public