BYLAWS
OF NEW MARK FIRST POOL ASSOCIATION
DATED: November 8th, 2020
ARTICLE I PURPOSE AND RESTRICTIONS
The
purposes of New Mark First Pool Association (hereafter "Corporation")
shall be those nonprofit purposes stated in the Articles of Incorporation, as
they may be amended. No part of the net earnings or other assets of the
Corporation shall inure to the benefit of, be distributed to or among, or
revert to, any director, officer, contributor or other private individual, or any
of their agents, assigns, or businesses owned by them having, directly or
indirectly, any personal or private interest in the activities of the
Corporation, except that the Corporation may pay reasonable compensation for
services rendered and may make payments and distributions in furtherance of the
non-profit purposes stated in the Articles of Incorporation.
ARTICLE II DEFINITIONS
1.
"Declaration" shall mean the Declaration of Covenants, Conditions,
and Restrictions for New Mark as the same may from time to time be supplemented
or amended.
2.
"Lot" shall mean and refer to any plot or parcel of land subject to
the Declaration and located within New Mark.
3.
'Member" Each Owner shall be a member of the Corporation entitled to one
(1) membership so long as the Owner remains an Owner of such Lot(s) and shall
have one (1) vote per Lot owned.
4.
"New Mark" shall mean the subdivision as platted at the Clay County
recorder of deeds, and those other homeowners, if any, whose platted
subdivision has been merged with or subsumed by the corporation
5.
"Owner" shall mean and refer to any person or entity holding record
title to the fee interest of any Lot.
ARTICLE III OFFICES
The
principal office of the Corporation in the State of Missouri shall be located
in Kansas City, Missouri. The Corporation may have such other offices within or
without Kansas City, Missouri as may be required. The registered office of the
Corporation required under the laws of the State of Missouri may be, but need
not be, identical with the principal office in the State of Missouri,
and the address of the registered office may be changed from time to time in
conformity with the laws of the State of Missouri. The registered agent of the
corporation shall be as set forth in the annual reports or related records
maintained by the Secretary of State. The Corporation may elect any individual
or entity to serve as registered agent in accordance with Missouri Law.
ARTICLE IV MEMBERS
A. Qualification of
Members. Every Owner of a Lot within the recorded subdivision shall be a
member of the Corporation.
B. Annual
Meeting. The Corporation shall hold an annual meeting each year, at
which time the election of the Board of Directors and Executive Body shall
occur. The meeting shall be conducted by
the President of the then current Executive Body. The Corporation may take up
additional business and take votes on any issues at the discretion of the
Executive Body. Written notice of each annual meeting shall be provided to each
Member by either US mail to such Members address of record, by e-mail to each
Member's e-mail address of record, or by posting on the Corporation's website.
Notice shall be provided not less than fifteen (15) nor more than forty-five
(45) days prior to the meeting, and shall contain the date, time, location and general description of the business to be
transacted.
C. Special
Meetings. Special meetings of the Members of the Association may be
called by the president of the Executive Board of the Association, by a
fifty-one percent (51%) majority vote of the Executive Body, by a fifty-one
percent (51%) majority vote of the Board of Directors, or by that proportion of
the Members in good standing, entitled to cast one-twentieth (1/20) of the
votes which can be voted at such meeting. If a special meeting is to be held,
written or printed notice stating the place, day and hour of the meeting and
the purpose or purposes for which the meeting is called shall be delivered to
each member of the Association, either by US mail to such Members address of
record or by e-mail to each Member's e-mail address of record not less than
fifteen (15) nor more than forty five (45) days before the date of the meeting.
No vote or business shall be transacted at any special meeting that was not reasonably
identified in the notice. The notice shall further provide the date, time and
location of the meeting. A Member, at his or her own expense, may add
additional items to be considered at a special meeting, but must provide notice
consistent with this paragraph.
D. Place
of Meeting. For any special or annual meeting, the meeting shall
convene at the date and time set forth in the notice and shall be held at the
location set forth on the notice, except that no meeting shall take place
outside of Clay County. Missouri. In the event that no location is designated,
meetings shall convene at the '"clubhouse" adjacent to the
Corporation's swimming pool.
E. Participation Through Electronic
Communication. Members may participate in a meeting of the Members by
means of conference telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other, and participation in
a meeting in this manner shall constitute presence in person at the meeting.
F. Action Without Meeting. Any
action required or permitted to be taken at a meeting of Members may be taken
without a meeting if consents in writing, setting for the action so taken,
shall be signed by a
fifty-one percent (51%) majority of the Members in good standing
entitled to vote with respect to the subject matter thereof. Written notice of
Member approval pursuant to such action shall be given to all Members who have
not signed the written consent. The Secretary of the Corporation shall file the
consents with the minutes of the meetings of the Members of the Corporation.
G. Membership
Registry. The Corporation shall maintain a registry of members. Such
registry shall provide the name and mailing address for each Member and whether
or not the Member is in "Good Standing". For purposes of these
Bylaws, "Good Standing" means that the Member is substantially
current on all home owner's Corporation fees and has not otherwise
had their voting rights suspended for other violations of these Bylaws and/or
the Declarations. The registry shall further indicate whether a proxy has been
filed, and the name of the person entitled to exercise the proxy. The registry
shall be certified by the President and Secretary on or before any annual or
special meeting of the Members. Only those Members on the certified registry
and in good standing as of the last update shall be entitled to notice or to
vote at any annual or special meeting of Members.
H. Quorum and
Methods for Calculating Votes. For any meeting of Members, a simple
majority of Members in good standing shall constitute a quorum. Upon the
finding of a quorum, any business may be transacted, and motions shall pass by
a simple majority of the quorum, unless otherwise provided herein. Each Member
in good standing shall be entitled to one vote per Lot owned on each matter
submitted to a vote of Members. Any motion or issue may be voted upon orally,
but any Member entitled to a vote may request a roll call, ballot, or
secret ballot vote to be held on any or all the motions and issues. The
Executive Body shall, at its sole discretion, set forth procedures for
conducting roll call, ballot, or secret ballot votes. The Secretary shall
certify the count of any such vote, and in the event of deadlock, the President
shall cast the deciding vote. For purposes of this subsection, "majority
of Members" refers to Lots, such that if more than one person is a lot
owner, then those persons jointly and severally count as a single member for
purposes of establishing a majority. In the event that individual owners cannot
agree, their vote will be discarded, but a member's vote so discarded shall not
affect the existence of a quorum.
I. Proxies
or Agents. Any Member may provide a proxy to another Member. Such
proxy must be provided to the Secretary on or before any vote. The proxy must
include the name(s) and addresses of the Member granting the proxy, the name(s)
and addresses of the person(s) entitled to exercise the proxy, whether the
proxy is limited or durable, and the date upon which the proxy is to expire,
which may not exceed one year from the date of issue. If the Member
is a corporation or other entity, the Member shall designate the name and
address of the agent who is authorized to vote on behalf of the Member. Such
agency designation must be provided to the Secretary on or before any vote. If
a Member has deceased or is incapacitated, the Member's personal
representative, guardian, or receiver in the case a corporation, may vote on
behalf of the decedent or incapacitated Member, provided that sufficient proof
of such person's authority is provided to the Secretary on or before any vote.
J. Manner
of Acting and Rules of Order. The act of the majority of the Members
present at a meeting of the Members at which a quorum is present shall be the
act of the Members, unless a greater number is required under the Articles of
Incorporation, these Bylaws, or any applicable laws of the State of Missouri.
K. Powers. All
powers not reserved to the Members are delegated to the Executive Body.
ARTICLE V BOARD OF DIRECTORS
A. Management. The
Board of Directors shall be the appeals Board of the Executive Body's final
decision reasonably related to any Owner or Lot in violation of these Bylaws,
the Declarations, or any applicable law and shall generally oversee the
officers of the Executive Body. The Board of Directors shall consist of five
(5) persons. Each director must be an individual and a resident of the State of
Missouri. The Board of Directors shall be elected by the Members at the annual
meeting. Before voting, each director shall be nominated by a member in good
standing. Upon nomination, a vote shall be had, and if the individual receives
a simple majority of the vote, he/she shall then be elected and serve his/her
term. Another vote shall be had in the same fashion until five (5) Directors
shall have been elected.
B. Term
and Election of Directors. The full term of office of directors shall
be two years, and to
the extent practicable, no more
than three-fifths (3/5) of the Board of Directors shall be elected each
year at the annual meeting of the Members, the directors so elected filling the
place of retiring directors. In the event of a change in the number of
directors, the resolution effectuating such change shall specify the years in
which the terms of the directorship thereby created shall first expire.
Vacancies occurring in the Board of Directors, including vacancies due to an
increase in the number of directors, may be filled by the directors
then in office. Any director may succeed himself or herself indefinitely.
C. Removal
and Resignation. Any director may resign at any time by giving written
notice to the Board of Directors, the President or the Secretary of the
Corporation; unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any director may be
removed, with or without cause, by the affirmative vote of a majority of the
Members at a meeting of the Members at which a quorum is present; provided,
however, that a director elected by the Members may be removed by the Members
only at a meeting called for the purpose of removing the director, and the
notice of such meeting shall state the purpose, or one of the purposes, of the
meeting is removal of the director. Any such resignation or removal shall take
effect at the time specified therein.
D. Special
Powers. The Board of Directors may, by simple majority, overturn
decisions of the Executive Body. The Board of Directors may, by unanimous vote,
remove an officer from the Executive Body. The Board of Directors may appoint
an officer to fill a vacant seat on the Executive Body in the event the officer
is removed, dies, is temporarily unavailable, removed, or otherwise unable to
perform. Such appointment shall continue day to day until the absent officer
returns or a new officer may be elected at the next special or annual meeting
of members. Directors may submit motions or proposals to be considered by the
Executive Body, but shall not have voting privileges except as set forth in
this subsection. Members, by majority vote, may take any grievance reasonably
related to Executive Body decisions concerning any Owner or Lot in violation of
these Bylaws, the Declaration's, or any applicable law and appeal Executive
Body decisions to the Board of Directors. After such vote is made and approved
by the Members, a special meeting shall be called as established by these
Bylaws and the Board of Directors shall take on all grievances and appeals as
described herein so long as notice was given as established under Article V of
these Bylaws.
E. Vacancies. If
a director is temporarily unavailable, or resigns, is removed, dies, or is
otherwise unable to perform, the Executive Body, by majority vote, may appoint
an alternate director to serve until such time as the absent director returns
or a new director may be elected at the next special or annual meeting of
members.
F. Regular
Meetings. A meeting of the Board of Directors shall take place
immediately following the Annual Meeting.
G. Special
Meetings. A special meeting of the Board of Directors may be called by
any director upon five (5) days’ notice to all other directors.
H. Meetings. Meetings
of the Board of Directors, regular or special, may be held at any place either
within the State of Missouri, or from time to time by resolution of the Board
of Directors or by unanimous written consent of the members thereof. Meetings
of the Board of Directors shall be held upon such notice as provided herein.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
I. Participation Through Electronic
Communication. Members of the Board of Directors, or of any committee
designated by the Board of Directors, may participate in a meeting of the Board
or committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each other,
and participation in a meeting in this manner shall constitute presence in
person at the meeting.
J. Action Without Meeting. Any
action which is required to be or may be taken at a meeting of the directors,
or any committee established by the Board of Directors, may be taken without a
meeting if consents in writing, setting forth the action so taken, are signed
by all of the members of the Board or of the committee as the case may be. The
consent shall have the same force and effect as a unanimous vote at a meeting
duly held, and may be stated as such in any certificate or document. The
Secretary shall file the consents with the minutes of the meetings of the Board
of Directors or of the committee as the case may be.
K. Notice. Notice
of any regular or special meeting of the Board of Directors shall be given at
least five (5) days previous thereto by written or printed notice stating the
place, day and hour of the meeting shall be delivered to each member of the
Board of Directors, either by US mail to such Directors address of record or by
e-mail to each Director's e-mail address of record. Written notice shall be
deemed effective at the earliest of the following: (i)
When received; (ii) five days after its deposit in the United States mail, as
evidenced by the postmark, if mailed correctly and with first class postage
affixed; or (iii) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is
singed by or on behalf of the addressee. 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 for 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
of Directors need be specified in the notice or waiver of notice of such
meeting.
L. Quorum. A
majority of the whole Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
M. Manner
of Acting and Rules of Order. The act of the majority of the directors
present at a meeting of the directors at which a quorum is present shall be the
act of the Board of Directors, unless a greater number is required under the
Articles of Incorporation, these Bylaws, or any applicable laws of the State of
Missouri.
ARTICLE VI EXECUTIVE BODY
A. General
Powers. The Executive Body shall carry out the day-to-day operations
and affairs of the Corporation. The officers comprising the Executive Body
shall have the authority to bind the Corporation in contract, and generally act
on behalf of the Corporation.
B. Number
and Voting. The Executive Body is comprised of the officers and the
Members at large. There shall be a President, Vice-President, Secretary, and
Treasurer. There shall be at least three (3), but no more than seven (7)
members at large. Each Member of the Executive Body shall have one vote. In
order to serve on the Executive Body, the person must be an individual who is
also a Member in Good Standing. Each officer shall be elected by a simple
majority vote of the Members present at an annual meeting or as appointed by
the Board of Directors. The term of each office shall be for two years, from
the date of the last held annual meeting. There may not be more than one (1)
Owner from any one Lot running or acting as officer of the Executive Body
during a term.
C. Election
and Tenure. Each officer and Member at large shall be elected at the
Corporation's annual meeting. There may be as many nominees for anyone position
as the Members so choose. The individual who receives the highest number of
votes for the position for which he/she has been nominated shall serve in that
position for the duration of the term. Each term for office shall be for two
(2) years beginning on the date of the annual meeting.
D. Removal. Any
officer or Member at large may be removed by the Board of Directors as set
forth above, or by a majority vote after motion by a Member at the
annual meeting or a special meeting.
E. Vacancies. Vacancies
shall be filled by the Board of Directors as set forth above.
F. President. The
President shall be the chief executive officer of the Corporation. The
President shall preside over all annual and special meetings. The President
shall have the power to endorse checks or other negotiable instruments, and
generally sign any contract or other legal instrument on behalf of the
Corporation. The President may call special meetings of the Members and may set
or limit the agenda of any meeting consistent with these Bylaws. The President
shall have the final deciding vote for any vote in which there is deadlock. The
President shall have final authority on all actions of the Executive Body, but
he/she may be overturned by the Board of Directors or upon a majority vote of
the remaining Executive Body. The President may delegate any authority as
deemed necessary in his/her sole discretion.
G. Vice
President. The Vice-President shall perform the duties of the
President in the event the President is temporarily unable to act. In the event
that the President dies, is removed, becomes incapacitated, or is otherwise permanently
unable to act, the Vice President shall become the acting President until the
Board of Directors appoints a replacement to the seat of the President. The
Vice-President shall perform such other duties as the President may from time
to time assign. The Vice-President shall be responsible for tallying and
certifying any election. The Vice-President shall be responsible for ensuring
that any notice required by these Bylaws was duly provided.
H. Secretary. The
Secretary shall keep the minutes and records of the Corporation. The Secretary
shall keep and maintain the Membership Registry. The Secretary shall be
responsible for tallying and certifying any election. The Secretary shall be
responsible for tallying and certifying any other vote cast by the Executive
Body.
I. Treasurer. The
Treasurer shall oversee the financial affairs of the Corporation. The Treasurer
will maintain the financial records of the Corporation and shall have the
control over the funds of the Corporation. The Treasurer shall compile and
publish a budget of the prior year's expenditures at each annual meeting. The
Treasurer shall ensure that the debts of the Corporation are timely satisfied.
The Treasurer is authorized to endorse any checks or other negotiable
instruments for or on behalf of the corporation, and to deposit or withdraw
funds into the Corporation' s bank account(s) as directed by the
President or the Executive Body.
J. Members
at Large. The members at large shall be a part of the Executive Body
and may make motions and cast votes at any regular or special meeting.
K. Regular and Special Meetings. The Executive Body shall meet monthly to discuss the affairs of the Corporation and take any actions necessary to advance the interests of the Corporation. Special meetings may be called pursuant to the provisions of Article IV, Section C hereof. Any regular or special meeting may be postponed upon notice. Such notices shall conform to the requirements Article IV, Section C.
L. Compensation. Officers
shall serve without compensation, but may be reimbursed for the actual expenses
incurred in the performance of their duties. Officers serving as President,
Vice-President, Secretary, or Treasurer may not have been compensated by the
Corporation for services rendered a year before such officers are
elected to the Executive Body, nor may such Officers be compensated by the
Corporation for services rendered two years after the officer’s tenure.
M. Code
of Ethics. The Executive Body shall be bound by the Code of Ethics for
New Mark First Pool Corporation Board Members.
ARTICLE VII CONTRACTS, LOANS,
CHECKS, AND DEPOSITS
A. Contracts.,
Etc. How Executed. Except as in these Bylaws otherwise provided or
restricted, the Executive Body may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf the Corporation, and such authority may be general or
confined to specific instances; and, unless so authorized. No officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable pecuniary
for any purpose or in any amount.
B. Loans. No
loans shall be contracted on behalf of the Corporation and no evidence of indebtedness
shall be issued in its name unless authorized by a resolution of the Executive
Body. Such authority may be general or confined to specific instances.
C. Deposits. All
funds of the Corporation shall be deposited from time to time to the credit of the
Corporation with such banks, bankers, trust companies or other depositories as
the Executive Body may select.
D. Checks,
Drafts, etc. All checks, drafts, or other orders for the payment of
money, notes, acceptances or other evidence of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall from time to time be
determined by resolution of the Executive Body in accordance with the
provisions of these Bylaws. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositories may be made without
countersignature, by the President, Vice President or Treasurer, or by any
other officer or agent of the Corporation to whom the Board of Directors, by
resolution, shall have delegated such power, or by hand-stamped impression in
the name of the directors.
ARTICLE VIII FISCAL YEAR
The
fiscal year of the Corporation shall begin on the first day of January in each
year and end on the last day of December in each year.
ARTICLE IX SEAL
The
Executive Body shall provide a corporate seal, which shall be in the form of a
circle and shall have inscribed thereon the name of the Corporation and the
words "Corporate Seal, Missouri".
ARTICLE X INDEMNIFICATION
Each
director or officer, or former director or officer of this Corporation, and
his/her legal representatives, shall be indemnified by this Corporation against
liabilities, expenses counsel fees and costs reasonably incurred by him/her or
his/her estate in connection with, or arising out of, any action, suit,
proceeding or claim in which he/she is made a party by reason of his/her being,
or having been. such director or officer; provided that the Corporation shall
not indemnify such director or officer with respect to any matters as to which
he/she shall be finally adjudged in any such action, suit or proceeding to have
been liable for negligence or misconduct in the performance of his duties as
such director or officer. The indemnification herein provided for, however,
shall apply also in respect of any amount paid in compromise of any such
action, suit, proceeding or claim asserted against such director or officer
(including expenses, counsel fees and costs reasonably incurred in connection
therewith), provided the Executive Body of the Corporation shall have first
approved such proposed compromise settlement and determined that the director
or officer involved was not guilty of negligence or misconduct; but in taking
such action any director involved shall not be qualified to vote thereon, and
if for this reason a quorum of the Board cannot be obtained to vote on such
matter it shall be determined by a committee of three (3) persons appointed by
the Members at a duly called special meeting or at a regular meeting. In
determining whether or not a director or officer was guilty of negligence or
misconduct in relation to any such matters, the Executive Body or committee
appointed by Members, as the case shall be, may rely conclusively upon an
opinion of independent legal counsel authorized herein by such Board or
committee. Any compromise settlement authorized herein shall not be effective
until submitted to and approved by a court of competent jurisdiction. The right
to indemnification herein provided shall not be exclusive of any other rights
to which such director or officer may be lawfully entitled.
ARTICLE XI AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by vote of a majority of the entire Executive Body at any regular or special meeting. Such amendment shall be evidenced by a written instrument executed, acknowledged and recorded in the Office of the Recorder of Deeds of Clay County, Missouri.
The pdf files below are the proposed new Bylaws for the Association which were approved by vote on November 8th, 2020. The first file contains the changes highlighted with comments. The second file is the same as the first but the final version with no comments or highlights. The official copy is pending filing with the Recorder's Office for Clay County, MO and will be posted once complete.
| 2020_bylaws_-_new_mark_first_pool_associations_-_november_2020_comments.pdf |
| 2020_bylaws_-_new_mark_first_pool_associations_-_november_2020_final.pdf |