Legal Documents

Code of Regulations

Transcribed from a printed document by Brian King in May, 2003. Although this copy has been carefully reviewed for accuracy, it is not the authoritative copy. It is provided for convenience only. For anything more than a casual review, please consult a printed copy, available from the HOA Trustees.

Code Of Regulations Of Walker Wood Association

Article I

The name of the Association is Walker Wood Association. The principal office of the Association shall be as provided by the Articles.

Article II

Section 1. Declarant.The Declarant, as referred to herein, is Planned Communities, Inc.

Section 2. Membership Area. Walker Wood Association shall include the owners of all Lots in every section of Walker Wood and every other area which may be added to Walker Wood by any Declaration of Covenants, Easements, restrictions and Assessment Liens executed by Declarant (hereinafter referred to as the “Declarations”).

Article III – Members

Section 1. Composition. Each Lot Owner, as defined in the Declaration, including Declarant, so long as it is a Lot Owner, is a member of the Association.

Section 2. Privileges of Membership. Membership shall entitle the holder thereof, or its representative in the event that the member is not an individual or individuals, to all the privileges of membership, including the right to vote as set forth in Section 3 and to hold office in accordance with the provisions hereof, and to have free access to all property of the association. Persons in the family of a member who live with the member, tenants in possession of a Lot and persons in the family of a tenant in possession of a Lot who live with such tenant, but who are not themselves members, shall have all privileges of membership, except that they shall not have the right to vote or to hold office. Any person entitled to membership shall make such fact known to the Association. Until such fact is made known to the Association, the member may not vote, receive notice of meetings, nor enjoy any other privileges or benefits of membership.

Section 3. Voting Rights. Subject to the following limitations, the record owner of any Lot shall have one vote for each Lot owned by such owner. If more than one person or entity owns any single Lot, then the owners shall determine, among themselves, who shall be entitled to exercise the single vote for each Lot. If the owners of any Lot cannot jointly agree as to which of them shall be entitled to exercise the vote attributable to that Lot, then the right to vote shall be forfeited until such time as the owners designate which of them shall exercise such vote.

Notwithstanding any provision in this code of regulations to the contrary, all voting power of the Association shall be exercised by Declarant until the earlier of the following two dates: (1) January 1, 2008 or (2) the date Declarant voluntarily relinquishes voting control. Declarant may voluntarily relinquish such voting control at any time, in which the owner of each Lot shall have one vote. The date upon which such voting control is relinquished by Declarant shall be referred to as the “Turnover Date.”

Section 4. Annual Meetings. Regular annual meetings of the members shall be held each year hereafter, on a date, at an hour, and at a location in Delaware or Franklin County, Ohio, established, from time to time, by the trustees.

Section 5. Special Meetings. Special meetings of the members may be called at any time by the president or by the trustees or upon written request of members entitled to exercise one-fourth (1/4) or more of the voting power of members, and shall be held on such date, at such hour, and at such location within Delaware or Franklin County as specified by the person calling the meeting.

Section 6. Notice of Meetings. Written notice of each meeting of members shall be given by, or at the direction of, the person or persons authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least five days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice, or by delivering a copy of that notice at such address at least five days before the meeting. The notice shall specify the place, the day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 7. Quorum. The members present, in person or by proxy, at any duly called and notice (sic) meeting of members, shall constitute a quorum for such meeting.

Section 8. Proxies. At any meeting of members a member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary prior to the meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by a member of his, her or its Lot.

Section 9. Voting Power. Except as otherwise provided herein, in the Articles or in the Declarations, or by law, a majority of the voting power of members at a duly called and noticed meeting shall be sufficient to determine that matter. The rules of Robert (sic) Rules of Order shall apply to the conduct of all meetings of members except as otherwise specifically provided.

Section 10. Action in Writing Without Meeting. Any action that could be taken by members at a meeting may be taken without a meeting with the affirmative vote or approval, in a writing or writings, of members having not less than two-thirds (2/3) of the voting power of members.

Article IV – Board of Trustees

Section 1. Initial Trustees. The trustees shall initially be those named in the Articles, or substitutes or additional trustees selected by Declarant as long as the Declarant has sole voting rights.

Section 2. Successor Trustees. At the annual meeting of members next following the Turnover Date, the members shall elect three trustees for a staggered terms ending at the next three successive meetings. At such annual meetings thereafter, the members shall elect a trustee to replace the trustee whose term then expires, for a term of three years.

Section 3. Removal. Excepting only trustees named in the Articles or selected by Declarant, any trustee 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 trustee other than one named in the Articles or selected by Declarant, without the election of a successor trustee at the same meting, that trustee’s successor shall be selected by the remaining members of th Board and shall serve until the next annual meeting of members, when a trustee shall be elected to complete the term of such deceased, resigned, or removed trustee. Declarant shall have the sole right to remove, with or without cause, any trustee designated in the Articles or selected by it, and select the successor of any trustee selected by it who dies, resigns, is removed or leaves office for any other reason before the first election of trustees.

Section 4. Nomination. Nominations for the election of trustees to be elected by the members after the Turnover Date shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board, and two or more members appointed by the Board. The Nominating Committee shall make as many nominations for election to the Board as it shall, as it shall, in its discretion, determine, but no less than the number of vacancies that are to be filled.

Section 5. Election. Election of the Board by the members after the Turnover Date shall be by secret written ballot. At such elections, the members or their proxies may exercise, in respect to each vacancy, such voting power as they are entitled to exercise under the provisions hereof. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 6. Compensation. Unless otherwise determined by the members at a meeting duly called and noticed for such purpose, no trustee shall receive compensation for any service rendered to the Association as a trustee. However, any trustee may be reimbursed for his or her actual expenses incurred in the performance of duties.

Section 7. Regular Meetings. Regular meetings of the Board shall be held no less than quarterly, without notice, on such date and at such a place and hour as may be fixed from time to time by resolution of the Board.

Section 8. Special Meetings. Special meetings of the Board shall be held when called by the president of the Board, or by any two trustees, after not less than three days notice to each trustee.

Section 9. Quorum. The presence at any duly called and noticed meeting, in person or by proxy, of trustees entitled to exercise a majority of the voting power of trustees, shall constitute a quorum for such meeting.

Section 10. Voting Power. Except as otherwise provided in the Declarations or Articles, or by law, vote of a majority of the trustees voting on any matter that may be determined by the trustees at a duly called and noticed meeting shall be sufficient to determine that matter.

Section 11. Action in Writing Without Meeting. Any action that could be taken by trustees at a meeting may be taken without a meeting with the affirmative vote or approval, in a writing or writings, of all of the trustees.

Section 12. Powers. The Board shall exercise all powers and authority, under law, and under the provisions hereof and of the Articles or Declarations, that are not specifically and exclusively reserved to the Lot owners by law or by other provisions thereof, and without limiting the generality of the foregoing, the Board shall have the right, power and authority to:

take all actions deemed necessary or desirable to comply with all requirements of law, this Code, the Declarations and the Articles;
obtain insurance coverage, and cause officers and employees having fiscal responsibilities to be bonded, as the Board deems appropriate;
enforce the covenants, conditions, and restrictions set forth in the Declarations;
maintain the common improvements designated by the Declarations (hereinafter referred to as “Common Areas”);
establish, enforce, levy and collect assessments as provided in the Declarations;
adopt and publish rules and regulations governing the use of the Common Areas;
suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association (such rights may also be suspended after notice and hearing) or a period not to exceed sixty (60) days for each infraction of published rules and regulations or of any provision of the Declaration;
declare the office of a member of the Board to be vacant in the event such trustee shall be absent from three consecutive regular meetings of the Board;
authorize the officers to enter into one or more management agreements with third parties in order to facilitate the efficient operation of the Association’s affairs; and
do all things and take all actions permitted to be taken by the Association by law, hereby, or by the Articles or Declaration, not specifically reserved thereby to other.

Section 13. Duties. It shall be the duty of the Board to:

cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members, or at any special meeting when such statement is requested in writing by members representing one-half (1/2) or more of the voting power of members;
supervise all officers, agents, and employees of the Association and see that their duties are properly performed;
as more fully provided in the Declaration, to:
- fix the amount of assessments against each Lot as provided therein;
- give written notice of each assessment to every member subject thereto within the time limits set forth herein; and
- foreclose the lien against any Lot for which assessments are not paid within a reasonable time after they are authorized by the Declarations to do so, or bring an action at law against the member personally obligated to pay the same, or both;
issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid;
keep the improvements erected on the Common Areas, if any, insured against loss by fire and other hazards, and, if the Board deems it desirable, maintain liability insurance in such amount as is deemed sufficient by the Board or the Declarations;
cause the common Areas to be maintained properly;
cause the restrictions created by the Declarations to be enforced as they see fit; and
take all other actions required to comply with all requirements of law, the Articles, and the Declarations.

Article V – Officers

Section 1. Enumeration of Officers. The officers of this Association shall be a president, a secretary, a treasurer, and such other officers as the Board may from time to time determine. No officer need be a member of the association nor need any officer be a trustee. The same person may hold more than one office.

Section 2. Selection and Term. The officers of the Association shall be selected by the Board, from time to time, to serve until the Board selects their successors.

Section 3. Special Appointments. The 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 4. Resignation and Removal. Any 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 any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Duties. The duties of the officers shall be such duties as the Board may from time to time determine. Unless the Board otherwise determines, the duties of the officers shall be as follows:

President. The president shall preside at all meetings of the Board, shall have authority to see that orders and resolutions of the Board are carried out, execute documents on behalf of the Association, and perform such duties as are usually performed b (sic) the president.
Secretary. The secretary shall record the votes and keep the minutes and proceedings of meetings of the Board and of the members, and keep appropriate current records showing the names of members of the Association, together with their addresses, and shall act in the place and stead of the president in the event of the president’s absence or refusal to act.
Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association, disburse such funds as directed by resolution of the Board, sign all checks and promissory notes of the Association, keep proper books of account, and prepare an annual budget and a statement of income and expenditures to be presented to the Lot owners at the annual meeting, and deliver or mail a copy of each to each of the Lot owners.