STONE MEADOW PROPERTY OWNERS ASSOCIATION, INC.
NAME AND LOCATION
The name of
the Corporation is Stone Meadow Property Owners Association, Inc.,
hereinafter referred to as the "Association." The principal
office of the corporation shall be 1910 E. Battlefield, Suite B, Springfield,
Missouri, 65804 but meetings of Members and directors may be held
at such places as may be designated by the Board of Directors.
All terms defined
in the Declaration of Covenants, Conditions and Restrictions of Stone
Meadow subdivision and any amendments thereto shall have that same
meaning in the Articles of Incorporation and in the Bylaws of the
of the Association shall consist of the Lot Owners in Stone Meadow
as defined in the Declaration.
RIGHTS TO COMMON AREA
1. Owner's Easements of Enjoyment.
Owner, shall have a nonexclusive right to use and an easement of enjoyment
in and to the Common Area which shall be appurtenant to and shall
pass with the title to every Lot. Such right and easement shall
extend to each Owner, and his agents, tenants, family members and
invitees, subject to the following provisions:
(a) The right of the Association to impose Rules under which Common
Areas may be used by Members and/or their invitees;
(b) The right of the Association to suspend any Owner's voting rights
and his right to use the recreational facilities for the period during
which any assessment against his Lot remains unpaid; and, for a period
not to exceed ninety (90) days for any infraction of the Declaration,
the Bylaws of the Association or any Rules which may be imposed by
(c) The right of the Association to impose Rules for the Limited Common
SELECTION, REMOVAL AND COMPENSATION OF DIRECTORS
1. Selection and Term of Office.
first Board of Directors of the Association shall be Ronald K. Stenger,
Lezah E. Stenger and James L. Sivils who shall hold office until the
first annual meeting of the Members. At the first annual meeting
of the Members three directors shall be elected for a term of one
year each. Directors shall be elected by a majority vote of
the Members entitled to vote at such meeting. Each director
shall hold his office for the term for which he is elected or until
his successor shall have been elected and qualified.
Section 2. Removal.
director may be removed from the Board, with or without cause, by
a majority vote of the Members. In the event of death, resignation
or removal of a director by a majority vote of the Members, his successor
shall be selected by the remaining directors and shall serve for the
unexpired term of his predecessor.
Section 3. Compensation.
director shall receive compensation for any service he may render
to the Association. However, any director may be reimbursed for his
actual expenses incurred in the performance of his duties, as approved
by the Board.
Section 4. Directors Quorum and Votes.
quorum at any Directors meeting shall consist of a majority of the
Directors present in person or by proxy, at the beginning of the meeting.
With a quorum, a majority vote of the Directors present, in person
or by proxy, is the act of the Association.
POWERS, RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS
Board of Directors shall have the power:
(a) To do any and all lawful things which may be authorized, permitted
or required to be done by the Association under the Declaration, the
Articles or Bylaws, and to do and perform any and all acts which may
be necessary or proper for or incidental to the exercise of any of
the express powers of the Association;
(b) To adopt and publish Rules governing the use of the Common Area
and Limited Common Elements, and the personal conduct of the Members
and their guests thereon, and to establish penalties for the infraction
Section 2. Action Taken Without a Meeting.
directors shall have the right to take any action in the absence of
a meeting that they could take at a meeting by obtaining the written
approval of all the directors. Any action so approved shall
have the same effect as though taken at a meeting of the directors.
Section 3. Conference Calls. Members
of the Board of Directors or 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 can hear each other and participation
in a meeting in this manner shall constitute presence in person at
Section 4. Duties.
shall be the duty of the Board of Directors:
(a) To cause the affairs and business of the Association to be properly
conducted and administered;
(b) To carry out the purposes of the Association as set forth in the
Articles of Incorporation and the Declarations.
1. Required Committees.
Board of Directors shall annually appoint an Architectural Committee,
in accordance with the Declaration of Covenants, Conditions and Restrictions
of Stone Meadow.
Section 2. Other Committees.
addition to the foregoing, the Board of Directors shall appoint other
committees as deemed appropriate in carrying out its purposes.
Section 3. Indemnification.
Association shall indemnify and hold harmless each of its Directors
and officers and each member of any committee appointed by the Board,
against any and all liability arising out of any acts of the Directors,
officers, committee members, Board or arising out of their status
as Directors, officers, committee members, unless any such act is
a result of gross negligence or criminal intent. It is intended
that the foregoing indemnification shall include indemnification against
all costs and expenses reasonably incurred in connection with the
defense of any claim, action or proceeding, whether civil, criminal,
administrative or other, in which any such Director, officer or committee
member may be involved by virtue of such person having the status
of a Director, officer or committee member, provided, however, that
such indemnity shall not be operative with respect to any matters
which such person shall have been finally adjudged in such action
or proceeding to be liable for gross negligence or criminal intent
in the performance of his duties.
MEETING OF MEMBERS
1. Annual Meetings.
annual meeting of the Members shall be held at such date and time
as the Board shall determine.
Section 2. Special Meetings.
meetings of the Members may be called at any time by the President
or by any Director, or upon written request of five (5%) percent of
the Members. Such written request must state the specific purposes
for the special meeting. Only those matters that are within
the purposes described in the special meeting notice may be conducted
at a special meeting of Members.
Section 3. Notice of Meeting.
notice stating the place, day and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting
is called, shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meetings, by mail, by or at the direction
of the President, to each Member entitled to vote at such meeting.
If a special meeting is called pursuant to a Members' request, notice
shall be given within 30 days of the receipt of the Members' written
request for a special meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail
addressed to the Member at their address as it appears on the records
of the corporation, with first class postage thereon prepaid.
Section 4. Action by Written Ballot.
action which may be taken at any annual, regular or special meeting
of Members may be taken without a meeting as provided in RSMO 355.266.
Section 5. Quorum and Vote.
quorum at any meeting shall consist of 20% of the Members present
in person, or by proxy, at the beginning of the meeting. With
a quorum, a majority vote of the Members present, in person or by
proxy, is the act of the Members.
OFFICERS AND THEIR DUTIES
1. Enumeration of Officers.
officers of this Association shall be a president and a secretary
and such other officers as the Board may from time to time by resolution
Section 2. Election of Officers.
election of officers shall be made by a majority vote of the Board
Section 3. Term.
officers of this Association shall be elected annually by the Board
and each shall hold office for one (1) year unless he shall sooner
resign, or shall be removed, or otherwise become disqualified to serve.
Section 4. Other Officers.
Board may elect such other officers as the affairs of the Association
may require, each of whom shall hold office for such period, have
such authority, and perform such duties as the Board may, from time
to time, determine.
Section 5. Resignation and Removal.
officer may be removed from office with or without cause by the Board.
Any officer may resign at any time by giving written notice to the
Board, the president or the secretary. Such resignation shall
take effect on the date of receipt of such notice or at any later
time specified therein, and the acceptance of such resignation shall
not be necessary to make it effective.
Section 6. Vacancies.
vacancy in any office may be filled by a majority vote of the directors.
The officer elected to such vacancy shall serve for the remainder
of the term of the officer he replaces.
Section 7. Multiple Offices.
offices of president, secretary and any other office elected by the
Board may be held by the same person.
Section 8. Duties.
duties of the officers are as follows:
(a) President. The president shall preside at all meetings
of the Board of Directors; shall see that orders and resolutions of
the Board are carried out; shall sign all leases, mortgages, deeds
and other written documents and shall sign all checks and promissory
(b) Secretary. The secretary shall record the votes and keep
the minutes of all meetings and proceedings of the Board and of the
Members; serve notice of meetings of the Board and of the Members;
keep appropriate current records showing the Members of the Association
together with their addresses, and shall perform such other duties
as required by the Board.
(c) Vice President. In the event the Board shall elect a vice
president, the vice president shall act in the place and stead of
the president in the event of his absence, inability or refusal to
act, and shall exercise and discharge such other duties as may be
required of him by the Board.
(d) Treasurer. In the event the Board shall elect a treasurer,
the treasurer shall receive and deposit in appropriate bank accounts
all monies of the Association and shall disburse such funds as directed
by the President or the Board of Directors; keep proper books of account;
and shall prepare an annual budget and a statement of income and expenditures
to be presented to the membership at its regular annual meeting.
is obligated to pay to the Association assessments which are set forth
in the Declaration and which are secured by a continuing lien upon
the property against which the assessment is made.
BOOKS AND RECORDS
A Member may
inspect and copy the books and records of the Association, at a reasonable
time and place specified by the Association, subject to provisions
of RSMO 355.826. The Declaration, the Articles of Incorporation
and the Bylaws of the Association shall be available for inspection
by any member at the principal office of the Association; a copy shall
be provided for the owners of each Lot upon request, and additional
copies shall be made available for purchase by Members at a reasonable
shall have no corporate seal.
amendment to these Bylaws must be approved by
(1) the Board and
(2) by the Members by two-thirds of the votes cast or a majority of
the votes entitled to be cast, whichever is less; and
(3) in writing by Stone Meadow, L.L.C., its successors or assigns.
Any proposed amendment is not effective until written approval from
Stone Meadow, L.L.C. is obtained.
Section 2. In
the case of any conflict between the Articles of Incorporation and
these Bylaws, the Articles shall control. In the case of conflict
between the Declaration and these Bylaws, the Declaration shall control.
The Association The
5051 S. National Ave.,
Springfield, MO 65810
2001 Stone Meadow, L.L.C.