HomeMy WebLinkAbout2005-03-08 Fox Hollow East Assoc BylawsBYLAWS OF
FOX HOLLOW EAST MASTER ASSOCIATION
ARTICLE I - RULES OF CONSTRUCTION
Section 1. Use of Capitalized Terms. Capitalized terms used in these Bylaws and
not otherwise defined herein have the meanings set forth for those terms in the Minnesota
Common Interest Ownership Act, Minnesota Statutes Chapter 515B ( "CIC Act "); the Minnesota
Non- Profit Corporation Act, Minnesota Statutes Chapter 317 A ( "Non- Profit Act "); and the Fox
Hollow East Master Association Master Declaration executed on March 8, 2005 ( "Master
Declaration ") by Fox Hollow East, LLC, a Minnesota limited liability company ( "Master
Developer "). In the event of a conflict between the meaning assigned to a capitalized term in the
CIC Act, the Non- Profit Act or the Master Declaration and the meaning assigned to that term in
these Bylaws, the meaning assigned to that terns in these Bylaws controls. In the event of a
conflict between the meaning assigned to a capitalized term in the CIC Act or the Non - Profit Act
and the Master Declaration, the meaning assigned to that term in the Master Declaration controls.
In the event of a conflict between the meaning to a capitalized teen in the Non- Profit Act and the
meaning assigned to that term in the CIC Act, the meaning assigned to that term in the CIC Act
controls.
ARTICLE II - THE MASTER ASSOCIATION
Section 1. The Master Association. Fox Hollow East Master Association ( "Master
Association" ) nonprofit corporation organized a non profit cor oration organized pursuant to the Non-Profit Act. The Master
Developer formed the Master Association to act as a "master association" as defined in Section
51513.1-103(21) of the CIC Act with respect to the real property that is subject to the Master
Declaration.
Section 2. Master Association's Recristered Office. The Master Association's
registered office is located at 1937 Greeley Street South, Stillwater, Minnesota 55082. To change
the location of the Master Association's registered office, the Master Association must comply
with the requirements of Minn. Stat. §317 A.123.
ARTICLE III - MEMBERSHIP, MEMBERSHIP CLASSES, MEMBER VOTING
RIGHTS AND MEETINGS OF MEMBERS
Section 1. Registration of Members. Each Member must provide the Master
Association's secretary with written notice of: (a) the Member's name; and (b) the Member's
address for purposes of receipt of any notices the Master Association is required or permitted to
give to the Member. The Master Association is not obligated to recognize the rights of any
Person as a Member until the Member has provided the Master Association with the information
required under this Section, but a Member's failure to provide the Master Association with the
information this Section requires does not relieve the Member of any obligation, covenant or
restriction set forth in the Master Declaration or these Bylaws.
Section 2. Annual 1Vleet�n s. After the expiration of the Master Developer Control
Period, as defined in the Master Declaration, the Master Association must hold a meeting of its
Members at least once each calendar year. The Board must schedule the time of each annual
meeting, and the secretary of the Master Association must provide notice of the annual meeting.
At each annual meeting of the Members:
(a) If the Master Developer Control Period has expired, the Members must
elect directors to succeed directors whose terms have expired or whose terns the Board
reasonably expects will expire before the next annual meeting;
(b) The Board or its designated representative must report to the Members on
the Master Association's activities and financial condition; and
(c) The Members must consider and act upon any additional matters
referenced in the notice of meeting. The Board is authorized to determine what, if any,
additional matters will be placed on the agenda for the annual meeting and included in
the notice of meeting; provided, however, if. a Member or Members holding not less than
thirty four percent (34 %) of the Member voting rights execute and present to the
president or treasurer, at least thirty days prior to the date established for the annual
meeting, a written demand that a matter be included on the agenda for an annual meeting,
the Board must include the matter on the agenda for the annual meeting and in the notice
of meeting.
Section 3. Special Meetings. The Master Association's president may call a special
meeting of the Members at any time and must call a special meeting of the Members within sixty
(60) days of:
(a) The Board's adoption of a resolution directing the president to call a
special meeting and stating the purpose for which the special meeting is to be held; or
(b) The president's receipt of a written demand for a special meeting from a
Member or Members holding not less than thirty four percent (34 %) of the membership
voting rights in the Master Association. The demand must state the purpose for which the
special meeting is to be held.
Section 4. Determination of a Record Date. Before each annual or special meeting
of the Members, the Board must designate a date for the detern ination of the Members entitled
to notice of and entitled to vote at the meeting ( "Record Date "). The Board must designate a
Record Date that is not more than sixty days before the date of the meeting.
Section 5. Preparation of Member List. After establishing the Record Date, the
Board must prepare an alphabetical list of the names of the Members who are entitled to receive
notice of the meeting and to vote at the meeting ( "Member List "). The Member List must state
the address of each Member entitled to vote at the meeting, the number of votes each Member is
entitled to cast at the meeting and the total number of votes all Members are entitled to cast at the
meeting. Beginning two (2) business days after the Board gives notice of an annual or special
meeting, and continuing through the date of the meeting, the Board must make the Member List
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available to Members for inspection. The Member List must be available at the Master
Association's principle place of business or at a reasonable location identified in the notice of
meeting. The Member List must also be available at the meeting. A Member is entitled, on
written demand, to inspect and copy the Member List at a reasonable time at the Member's
expense during the period it is available for inspection and at any time during the meeting or an
adjournment of the meeting.
Section 6 Notice of Meetings. The Master Association secretary must deliver a
notice of each annual or special meeting of the Members to each Member at least twenty -one
(21) days prior to an annual meeting and at least seven (7) days prior to a special meeting, but the
Secretary may not deliver the notice of meeting more than thirty days prior to an annual or
special meeting. The notices must be hand delivered or mailed to all Members at the address the
Member has provided to the Master Association. The notice must state the date, time and place
of the meeting, the purposes of the meeting, and the procedures for appointing proxids.
Section 7. Place of Meetings. The Board may hold meetings of the Members at the
Master Association's office, if any, or at another location, reasonably convenient to the Members,
the Board designates.
Section 8. Conduct of Meetings and uorum lie uirement. The Board may
establish procedures to govern the conduct of meetings of the Members. The presence, in person
or by written proxy statements, of Members eligible to vote who hold more than fifty percent
(50 %) of the total number of the membership votes in the Master Association constitutes a
quorum.
Section 9. Adjourned Meetings. If the Members cannot conduct business at a
meeting of the Members for lack of a quorum, a majority of the Members who are present, either
in person or by proxy, may adjourn the meeting to a time not less than 48 hours from the time the
original meeting was called and may continue this process until a quorum is obtained. The
Master Association's secretary is not required to give Members notice of the date, time or place
of any adjourned meeting.
Section 10. Mailed Ballots. The Board may adopt a resolution providing for a vote of
the Members on any issue except the election of directors via mailed ballots pursuant to Section
317A.447 of the Non - Profit Act and Section and Section 515B.3-110(c) of the CIC Act.
Section I1. Proxies. A Member may execute a written proxy statement appointing
another Member or a third party to cast the Member's vote at an annual or special meeting of the
Members. The Member must deliver the proxy statement to the Master Association secretary at
least 24 hours before the scheduled time of the meeting. A proxy statement is valid for a period
of 11 months unless the proxy statement itself indicates that it is valid for a different period of
time. A Member may revoke a proxy at any time, by attending a meeting and voting in person;
delivering a written statement of revocation to the secretary; or delivering a subsequent proxy
form to the secretary. The Board may adopt a resolution requiring the use of a specified proxy
form and may adopt other proxy procedures provided the procedures do not violate Minnesota
law.
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Section 12. Action of the Members. Except where these Bylaws or the Master
Declaration provide for an action to be taken by a higher or lower percentage of the Members,
the affirmative vote of Members present, either in person or by proxy, at a meeting at which a
quorum is or has been present and who hold more than fifty percent (5O %) of the total
men voting rights in the Master Association (not just 5O% of the quorum) is the act of
the Members.
ARTICLE IV -- BOARD OF DIRECTORS
Section 1. Number of Directors. The Master Association's Articles of Incorporation
designate three (3) individuals to serve as the Master Association's first Board. The Board shall
continue to have three (3) members until the election of directors following the expiration of the
Master Developer Control Period, which election shall be held pursuant to Section 3 of this
Article IV.
Section 2. Qualifications of Directors. Prior to the expiration of the Master
Developer Control Period, any adult individual selected by the Master Developer is qualified to
serve as a director. Directors that the Members elect after the expiration of the Master Developer
Control Period must be an adult individual but need not be a Member.
Section 3. Members' Election of Directors. Within sixty (60) days after the
expiration of the Master Developer Control Period, the Board must call an annual or special
meeting of the Members. At that meeting, the Members must elect three (3) directors, one to
serve a one -year term, one to serve a two -year term and one to serve a three year term.
Thereafter, at each annual meeting of the Master Association's Members, the Members must
elect one director to replace the director whose tern has expired or will expire in the year in
which the annual meeting takes place. Except for directors elected upon the expiration of the
Master Developer Control Period, directors are elected for a three year term. Elected directors
hold office until they resign, the Members remove them pursuant to Section 6 of this Article TV
or their terms expire and a successor director is elected pursuant to this Section 3.
Section 4. Nomination and Election Procedures. Prior to each annual meeting, any
Member may notify the Board, in writing, of the name of individuals who the Member
nominates as a candidate to stand for election as a director. Members may also make
nominations from the floor at the special or annual meeting at which the election is to take place.
At the special or annul meeting called upon the expiration of the Master Developer Control
Period, Members who nominate a candidate must designate whether they are nominating the
candidate to run for a one -year term, a two-year term or a three year term. Members vote by
written ballot for directors. Provided a quorum is present, the candidate or receiving the most
votes is elected.
Section 5. Vacancies. If, after the expiration of the Master Developer Control
Period, one or more vacancies occur on the Board as a result of the resignation or death of a
director, the remaining directors may appoint a successor. Each successor director so appointed
is a director until the next annual or special meeting of the Members at which time the Members
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must elect a successor to serve the remainder of the original director's term. If the original .
director's term has expired, the Members must elect a successor director.
Section 6. Removal of Directors. After the expiration of the Master Developer
Control Period, the Members may, with or without cause, remove a director at any annual or
special meeting duly called, and the Members must immediately elect a successor to fill the
vacancy created. If Members propose the removal of a director, the director must be given an
opportunity to be heard before the Members vote on the director's removal.
Section 7. Organizational M eetin of Electe Directors. The Board must hold an
organizational meeting within thirty (30) days of the election of one or more new directors at a
place a majority of the directors present at the election determine and announce at the election.
No additional notice of the organizational meeting is necessary.
Section 8. Reciular Meetings. The Board must hold regular meetings at the times
and places the Board determines, which meeting shall be announced at the Board's previous
meeting. No additional notice of the meeting is necessary. The Board must hold at least two
regular meetings each year.
Section 9.
S peclal �Icet��.�. Any director may call a special meeting of the Board
on five (5) days notice to each director. The notice must be in writing and may be given
personally, by mail or by telephone, and must state the date, time, place and purpose of the
meeting.
Section 10. Waiver of Notice. A director may waive notice of a meeting of the Board.
The waiver may be given before, at or after a meeting and may be made orally or in writing or
implied from attendance at the meeting without objection.
Section 11. Q Notice toMembers. Board meetings must be
open to the Members and may, at the Board's discretion, be open to the members of Constituent
Common Interest Community. To the extent practicable, the Board must give reasonable notice
to the Members of the date, time, and place of a Board meeting. Notice is not required if the date,
time, and place of meetings are announced at a previous meeting of the Board; posted in a
reasonably accessible location the Board designates' from time to time; or if an emergency
requires the Board to consider a matter immediately. Notice is not required to be given to
members of a Constituent Common Interest Community. "Notice" has the meaning given in
Section 317A.011, subdivision 14 of the CIC Act. The Board may close meetings to discuss the
following:
(1) personnel matters;
(2) pending or potential litigation, arbitration or other potentially adversarial
proceedings between Members or between the Board or the Master Association and one
or more Members (or members of one or more Member Associations) or other matters in
which any Member or member of a Member Association may have an adversarial
interest, if the Board determines that closing the meeting is necessary to discuss strategy
or to otherwise protect the position of the Board or the Master Association or the privacy
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of a Member or member of a Member Association; or
(3) criminal activity arising within the property subject to the Master
Declaration if the Board determines that closing the meeting is necessary to protect the
privacy of the victim or that opening the meeting would jeopardize investigation of the
activity.
Nothing in this subsection imposes a duty on the Board to provide special facilities for meetings.
This subsection does not require the Board to allow Members or members of a Member
Association to speak at or otherwise participate in the Board's discussion, but the Board may
allow Members or members of a Member Association to speak or participate to the extent the
Board deems appropriate. The failure to give notice as required by this subsection does not
invalidate the Board meeting or any action taken at the meeting.
Section 12. Electronic Meetings. A conference among directors via any means of
communication through which the participants and any Members or members of Members
wishing to attend may simultaneously hear each other during the conference constitutes a
meeting of the Board if the same notice is given of the conference as is required for a meeting,
and if the number of directors participating in the conference is sufficient to constitute a quorum
at the meeting. The participation in the meeting by that means constitutes a director's presence, in
person, at the meeting.
Section 13. uo and Procedures. A majority of the directors constitute a
quorum for the transaction of the business. Robert's Rules of Order govern the conduct of Board
meetings. The Board may, by resolution, modify the applicability of Robert's Rules of Order or
adopt alternative procedural rules to govern the conduct of the Board's meetings.
Section 14. Actions of the Board. The Board acts by resolution. Unless otherwise
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expressly stated in these Bylaws or in the Master Declaration, the affirmative vote of a majority
of directors is necessary to adopt a resolution of the Board.
Section 15. Powers. The Board has the authority to exercise the following rights and
powers on behalf of the Association:
(a) Adopt, amend and revoke rules and regulations: (i) regarding the use of
the Master Common Elements; (ii) regulating any use of the Lots and any conduct of
occupants of the Lots that may jeopardize the health, safety or welfare of the occupants of
other Lots that are not subject to the same Subordinate Declaration, that involves noise or
other activities that may disturb occupants of Lots that are not subject to the same
Subordinate Declaration, or that may damage the Master Common Elements or Lots that
are not subject to the same Subordinate Declaration; (iii) regulating construction
activities on an Lot and the exterior appearance of any buildings or -other structures
constructed on an Lot including, but not limited to, the construction, alteration, addition
to or reconstruction of buildings or other structures on an Lot, the exterior color of
buildings or other structures located on an Lot, the height of buildings or other structures
constructed on an Lot, landscaping and exterior storage; and (iv) implementing the
Articles of Incorporation, these Bylaws, the Declaration and the Development
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Agreement. Rules and regulations must be consistent with the teens of the Articles of
Incorporation, these Bylaws, the Master Declaration and the Development Agreement.
(b) Adopt and amend budgets of Master Common Expenses, including
reserves, and levy assessments for Master Common Expenses against Lots and collect
levied assessments from Members;
(c) Hire and discharge managing agents and other employees, agents and
independent contractors; provided, however, any management contract entered into
before the expiration or termination of the Master Developer Control Period must grant
the Master Association the right to terminate the contract, without cause or penalty,
within ninety (90) days after the expiration or termination of the Master Developer
Control Period.
(c)
Make contracts and incur liabilities,
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(d) Institute, defend, or intervene in arbitration, litigation or administrative
proceedings in the Master Association's name on behalf of the Master Association or two
(2) or more Members on matters affecting the Master Common Elements or other matters
affecting the Master commenting;
(f} Regulate the use (including prohibiting use) of the Master Common
Elements and operate, maintain, repair, replace and modify the Master Common
Elements;
(g) Make improvements to the Master Common Elements provided the cost of
improvements may not exceed Fifty Thousand Dollars (S50,000.00) for all improvements
over a twelve (12) month period unless Members holding a majority of the membership
voting rights approve the project at a special or annual meeting of the Members. This
limitation on improvements does not impair or restrict the Board's authority to expend
sums to maintain or repair the Master Common Elements, regardless of the cost of the
maintenance or repairs;
(h) Acquire, hold, mortgage, grant easements in, encumber or convey, in its
own name, any right, title or interest in or to real estate or personal property including,
but not limited to, the Master Common Elements; provided, however, the conveyance,
mortgaging or encumbrance of Master Common Elements is subject to Section 515B.3-
112 of the CIC Act.
hnpose and receive any payments, fees, or charges for the use, rental, or
operation of the Master Common Elements and for services the Master Association
provides to Members;
(j) Impose charges for late payment of assessments and, after notice and an
opportunity to be heard, levy reasonable fines for violations' of th.e Master Declaration,
Bylaws and the Master Association's rules and regulations, if any;
(k) Impose reasonable charges including reasonable costs and attorneys' fees,
for the evaluation, re aration and recordation of amendments to the Declaration, resale
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certificates, statements of unpaid assessments or furnishing copies of Master Association
records;
(1) Provide for the indemnification of directors and officers and maintain
directors' and officers' liability insurance;
(n ) Establish reasonable procedures governing the conduct of meetings of the
Members, the election of directors and the use of proxies;
(n) Exercise any other powers conferred, by the Non - Profit Act, the CIC Act,
the Declaration, or these Bylaws;
(o) Exercise any other powers necessary and proper for the governance and
operation of the Master Association; and
(p) Exercise any powers delegated to the Master Association in a Subordinate
Declaration establishing a Constituent Common Interest Community.
ARTICLE V - OFFICERS
Section 1. Re( wired Officers Election and A I . ointment of Officers. The Master
Association must have a president, a vice president, and a secretary - treasurer. The Master
Developer must appoint the officers during the Master Developer Control Period, Thereafter, the
Board must elect officers annually at the organizational meeting of each new Board. The
president, vice president and secretary-treasurer must be directors. The Board may appoint an
assistant treasurer, an assistant secretary, and such other officers the Board deems appropriate.
Section 2. Removal of Officers. The Board may, by majority vote, remove any
officer either with or without cause. The Board must elect a successor at the next regular meeting
of the Board or at a special meeting of the Board called for such purpose.
Section 3. President The president is the chief executive officer of the Master
Association. The p resident is responsible for the general active management of the Master
Association and, when present, presides at all meetings of the Master Association and the Board.
The p resident has all of the general powers and duties usually vested in the president of a
Minnesota non - profit corporation including, but not limited to, the authority to execute and
deliver contracts and other documents in the name of the corporation; the authority to appoint
committees from time to time as he or she may in his or her discretion decide are appropriate to
assist in the conduct of the affairs of the Master Association; and the duty to see that orders and
resolutions of the Board are carried into effect.
Section 4. vice President. The vice president must take the place of the president
and P erform his or her duties whenever the president is absent or unable to act. If neither the
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president nor the vice president is able to act, the Board must appoint a director to act as
president on an interim basis.
Section 5. Secretary- Treasurer. The secretary - treasurer must maintain records of
and, when necessary, certify to proceedings of the Board and the members. The secretary- -
treasurer must keep accurate financial records of the Master' Association; deposit money and
endorse and deposit notes, checks and drafts the Master Association receives in the name of and
to the credit of the Master Association in the banks and depositories the Board has designated;
and disperse Master Association funds and issue checks and drafts in the name of the Master
Association pursuant to resolutions of the Board; and upon request, provide the president and the
Board an account of transactions and of the financial condition of the Master Association. The
secretary - treasurer may utilize the services of a management company or manager to fulfill some
or all of the responsibilities these Bylaws impose upon him or her, but he or she remains
responsible for over seeing the management company's or manager's performance of those tasks.
ARTICLE vI - BUDGET AND ASSESSMENTS
Section 1. Bud et Pre aration. Before the Master Developer conveys any property
subject to the Master Declaration and on or before November 1 of each year thereafter, the Board
must prepare a proposed expense budget for the Master Association. The proposed budgets must
set forth the Board's estimate of the Master Common Expenses for the budget period. The first
proposed budget is for the period commencing on the first day of the month in which the Board
anticipates that the Master Developer or a successor in title to the Master Developer will close on
the sale of the first owner occupied residence to a purchaser or will lease the first rental residence
to a tenant and ending on December 31 of that year. Subsequent budgets are for the upcoming
calendar year. The Master Associations annual budget must provide, from year to year and on
cumulative basis, for adequate reserve funds for the cost of replacing those parts of the Master
Common Elements the Master Association is obligated to maintain, repair or replace.
Section 2. Assessment Role Preparation. Contemporaneously with the preparation
of each budget, the Board must prepare an assessment role. The proposed assessment role must
allocate to each Lot, as the Lot's annual assessment for the upcoming year, an amount
determined by multiplying the Master Association's estimated income requirements for the
upcoming year, based on the proposed budget, by the each Lot's Share of the Master Common
Expenses; provided, however, the Board:
(a) May assess against an Lot any Master Common Expenses, including
attorney's fees and court costs, incurred in connection with the collection of assessments
due and payable with respect to that Lot or in connection with the enforcement of the
provisions of the Master Declaration, Development Agreement, Bylaws or rules and
regulations against the Owner or any other occupant of that Lot;
(b) May assess an Lot for fees, charges, late charges, fines and interest
provided for in these Bylaws, the Master Declaration or rules and regulations the Board
adopts; and
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(c) May assess Master Common Expenses incurred to repair damage to the
Master Common Elements which is caused by the act or omission of a Member
Developer, a member of a Member Association or any other occupant of an Lot and
which is not covered by the Master Association's insurance against the Lot the Member
Developer, member of a Member Association or occupant owns or occupies.
The assessment role must also state the amount of the monthly installment of the annual
assessment levied against each Lot.
Section 3. Budget Adoption and Assessment Levy. On or before November 7 of
each year (except for the first year in which an assessment is levied), the Board must provide
each Member with a copy of the proposed budget and the assessment role for the next year. The
Board may, by resolution, adopt the first annual budget and levy the first annual assessments at
any time. The Master Developer must pay all Master Common Expenses until the Board levies
the first annual assessment. Thereafter, the Board must, by resolution, adopt an annual budget
and levy annual assessments between December 1 and December 31 of the year immediately
preceding the year for which the budget is adopted and the assessments are levied. The Board
must base the annual budget and the annual assessments on the proposed budget and the
assessment role, subject to any modifications specifically set forth in the resolution adopting the
annual budget and levying the annual assessments.
Section 4. Budget and Assessment Modifications. If, at any time, the Board
determines that the assessments levied against the Lots are inadequate to pay the actual Master
Common Expenses, the Board may, by resolution, amend the annual budget and assess any
increased amounts provided for in the amended annual budget against the Lots.
Section 5. S ecial Assessments. In addition to the annual assessments levied on or
before January 1 of each year and amendments to the annual assessments and consistent with the
Master Declaration, the Board may levy special assessments at such other and additional times as
the Board, in its sole judgment, determines are appropriate to meet the financial needs of the
Master Association. Special assessments must be levied in the same manner as annual
assessments and are due and payable as the Board determines.
Section 6, Failure to Prepare Budget. The failure of the Board to prepare a
proposed budget, to adopt an annual budget or to levy annual assessments as provided herein
does not constitute a waiver or release in any manner of a Member's obligation to pay the
amounts assessed against the Member and in the absence of any new annual assessment levy, the
Member must continue to pay the monthly assessment established for the previous year until a
new annual budget is nailed or delivered to the Member and a new assessment is levied.
Section 7. Payment of Assessments. Unless otherwise provided in the Board's
resolution levying the assessment, annual assessments are payable to the Master Association, or
as the Board directs, in equal monthly installments, on the first day of each month of each year.
Each Member Developer is personally liable for the annual and special assessments levied
against the Lot the Member Developer owns. If more than one Person constitutes a Member
Developer, all Persons who constitute the Member Developer are jointly and severally liable for
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all assessments levied against the Lot the Persons who constitute the Member Developer own.
Each Member Association is personally liable for the annual and special assessments levied
against the Lots the members of the Member Association own. An owner of an Lot who is a
member of a Member Association is not personally liable for the annual and special assessments
levied against the Lot they own, but their Lot is subject to the Master Association's lien as
contemplated in Section 515B.2-121(i)(1) of the CIC Act and as contemplated in the Master
Declaration. Members may not withhold payment of annual or special assessments or reduce the
amount of the Members' payments as a set -off against claims which the Members assert against
the Master Association. If a Member fails to pay any installment of any assessment, in full,
within ten (10) days of the date due, the payment is delinquent. Interest accrues on delinquent
payment from the date the payment was due through the date the payment is made at the
judgment rate of interest as determined by Minnesota Stat. § 549.09. In addition, the Board may
adopt a resolution establishing a late fee to be assessed against a Member if assessment payments
are not made when due. If a Member is more than sixty (60) days delinquent in the payment of
any monthly installment of an annual assessment or any installment of a special assessment, the
Board may, upon ten (10) days written notice to the Member, declare the entire amount of the
assessment immediately due and payable in. full. The Master Association has a lien against each
Lot for the amount of any unpaid assessments, fines, late fees, or interest, and may foreclose the
lien to the extent set forth in the Master Declaration and the Act. In any foreclosure of a lien or a
suit to recover a money judgment for unpaid assessments, the amount due and owing includes
the amount of all unpaid regular or special assessments, interest and any late charges as
described above, and all costs of collection, including actual attorneys fees. The Board may, by
resolution, adopt procedures governing the manner in which the Master Association applies
payments of an amount less than the total amount due to the total amount due.
ARTICLE VII - BOOKS AND RECORDS, ANNUAL REPORTS, RESALE
CERTIFICATES AND ACCOUNTING CONTROLS
Section 1. Books and Records. The Board must keep adequate records of the Master
Association's membership, membership meetings, Board meetings, committee meetings,
contracts, leases and other agreements to which the Master Association is a party, and material
correspondence and memoranda relating to its operations. 'The Master Association must keep
financial records sufficiently detailed to enable the Master Association to comply with Sections 3
and 4 below. The Master Association's records must be kept at the registered office of the Master
Association, The Board must make current copies of the Master Declaration, the Master
Association's articles of incorporation, the Bylaws and any rules and regulations the Board has
adopted and the Master Association's records available to any Member, a Member's authorized
agent, or a holder, insurer or guarantor of a first mortgage lien on an Lot for examination at
reasonable times during normal business hours; provided, however, that a person wishing to
review the Master Association's records must provide the Board with reasonable, advance notice
to allow the Board to comply with this section. The Board may agree to provide copies of the
above - referenced documents, and if it does, the board may establish a fee for such copies.
Section 2. Annual Reports. The Master Association must prepare an annual report
and distribute it to each Member on or before the earlier of the date of the annual meeting of the
Members or April 1 of each year. The annual report must contain, at a minimum, the following:
(a) A statement of any capital expenditures in excess of the two (2 %) of the
current budget or $5,000.00, whichever is greater, which the Board has approved for the
current year or succeeding two fiscal years.
(b) A statement of the balance in any reserve or replacement fund.
(c) A copy of the statement of revenues and expenses for the last fiscal year
and a balance sheet for the Master Association for said fiscal year.
(d) A statement of the status of any pending litigation or judgments to which
the Master Association is a party
(e)
maintains.
A statement of the insurance coverages which the Master Association
(f) A statement of all delinquent payments of annual or special assessments
current as of not more than sixty (60) days prior to the date of the report, in each case
identifying the Member and the amount of the delinquency.
Section 3. Resale Certificates. At the request of a Member Developer, a member of
Constituent Common Interest Community or their authorized representative, the Master
Association must P rovide a resale disclosure certificate satisfying the requirements of the CIC
Act. The Board may, by resolution, identify the individuals authorized to execute resale
disclosure certificates on behalf of the Master Association. The resale disclosure certificate must
state whether any annual or special assessments the Master Association has levied against the
re uestor's Lot are past due or delinquent and whether, to the best of Board's actual knowledge,
the requestor or the requestor's Lot is in violation of any of the covenants or restrictions set forth in the Master Declaration. The Master Association must provide the certificate within ten (10)
business days of the request. The Master Association may charge a reasonable fee for furnishing
the certificate and any documents related thereto.
Section 4, Ac Controls. Unless otherwise unanimously agreed to by the
Board, the Board must hire a licensed, independent, certified public accountant who is not an
Y
em p to ee of the Master Developer or its affiliates, is professionally independent of the control of
Master Developer or its affiliates, is licensed by the Minnesota State Board of Accountancy and
satisfies the test for independence as promulgated by the American Institute of Certified Public
Accountants, to prepare and review the Master Association's financial statements at the end of
the Master Association's fiscal year. The financial statements must be prepared in accordance
with generally accepted accounting principles as established from time to time by the American
Institute of Certified Public Accountants, and roust be reviewed in accordance with standards for
accounting and review services. The financial statement must be presented on the full accrual
basis using an accounting format that separates operating activity from replacement reserve
activity. The Board must deliver the reviewed financial statement to all Members within one
hundred twenty (120) days after the end of the Master Association's fiscal year. Notwithstanding
the
foregoing, the Board may elect not to obtain a review of the Master Association's financial
statements for a fiscal year if not more than sixty (60) days after the end of that fiscal year,
1?
Members holding not less than thirty percent (30 %) of the membership votes in the Master
Association vote, at an annual or special meeting of the Master Association or by mailed ballot,
to waive the review requirement for that fiscal year. A waiver vote does not apply to more than
one fiscal year, and does not prevent the Board from causing a review or audit to be made.
ARTICLE VIII - AMENDMENTS TO BYLAWS
Section 1. Amendments. The Board may, by resolution, adopt, amend or repeal the
provided, Bylaws; rovided, however, after the adoption of the initial Bylaws, the Board may not adopt,
amend or repeal a bylaw fixing a quorum for meetings of Members, prescribing procedures for
removing directors or filling vacancies on the Board, fixing the number of directors or their
classifications, qualifications or terms of office or increasing or decreasing the vote required for
a Member action unless Members holding a majority of the membership voting rights in the
Master Association approve the adoption, amendment or repeal. The Board or a. Member or
Members holding not less than thirty percent (30 %) of the membership voting rights in the
Master Association may propose a resolution for action by the Members at an annual or special
meeting called pursuant to these Bylaws or for action by mailed ballot pursuant to Section 10 of
Article III of these Bylaws to adopt, amend or repeal the Bylaws. The resolution must set forth
provisions proposed for adoption, amendment or repeal. The affirmative vote of Members
holding a majority of the membership voting rights in the Association is necessary to adopt a
resolution adopting, amending or repealing the Bylaws.
ARTICLE IX - INDEMNIFICATION
Section 1. General. The Master Association must indemnify each person who is or
was a director, an officer, or a member of any committee which the Board forms, or who serves
or served the Master Association as the Master Association's appointed representative to some
other corporation or legal entity for actions which the person takes or decisions which the person
makes on behalf of the Master Association, as provided for in Minnesota Statutes § 317A.521 or
any successor statute.
Section 2. Insurance. To the extent reasonably available, the Master Association
must maintain and pay for a contractual liability endorsement to the Master Association's
liability insurance policy to insure its obligations under Section 1 of this Article IX.
[THE REMAINDER OF THIS PAGE IS INTENTIONALL Y LEFT BLANK
AND THE FOLLOWING PAGE IS THE CERTIFICATE OF SECRETARY]
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CERTIFICATE OF SECRETARY
The undersigned DOES HEREBY CERTIFY that:
1. I am the duly elected and acting secretary-treasurer of Fox Hollow East Master
Association, a Minnesota non - profit corporation; and
2. The foregoing Bylaws constitute the original Bylaws of the corporation as duly
adopted by written action of the Directors, effective as of March 8, 2005.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of the 8 day of
March, 2005.
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Secretary