AMENDED AND RESTATED CODE OF BYLAWS
FOR NORMANDY FARMS HOMEOWNERS ASSOCIATION, INC.
These Amended and Restated Code of Bylaws made by the Normandy Farms Homeowners Association, Inc., state the following:
WHEREAS, there are various declarations, covenants and restrictions controlling and governing the real estate development commonly known as Normandy Farms Homeowners Association, Inc. These Bylaws do not impact the covenants.
WHEREAS, the definitions and terms as defined and used in the Declarations shall have the same meaning and shall apply to the administration and conduct of the affairs of the Association; and WHEREAS, these Amended and Restated Code of Bylaws have been duly passed by the necessary votes of the Board of Directors and the residents.
Now, THEREFORE, the Association hereby amends and restates its Code of Bylaws as follows:
Section 1. Name. The name of the association is “Normandy Farms Homeowners Association, Inc.” (Hereinafter referred to as “the Association”).
Section 2. Registered Agent. The Registered Agent and his or her address shall be identified with the Indiana Secretary of State.
Section 3. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and end at the close of the last day of December.
Members and Meetings
Section 1. Membership. Every dues-paying household within Normandy Farms shall be a Member of the Association. Each address has one vote.
Section 2. Place of Meeting. All meetings of Members of the Association shall be held within the State of Indiana, as may be determined by the Board of Directors and specified in the notices or waivers of notice thereof or proxies to represent Members at such meetings.
Section 3. Annual Meetings. The Annual meetings of Members shall be held in October of each year, if such day is not a legal holiday, or at any other time as determined by the Board of Directors.
Section 4. Proxies. A Member may vote, either in person or by proxy, executed in writing by the Member. All proxy forms must contain the date of the meeting for which it is to be used, the name of the selected proxyholder and an affirmation, under penalties of perjury, that the person signing the proxy has the right to do so. No proxy shall be valid for more than 180 days from the date of its execution.
Section 1. Number and Term of Office. The Board of Directors shall consist of eleven (11) Members, which shall include four (4) Officers, each of whom must be a homeowner who maintains their principal residence on a lot within Normandy Farms. The Directors shall serve without compensation, unless such compensation is approved by majority vote of the voting Members.
The Board shall be elected by the Members at the Annual meeting. A Director may only serve for up to five consecutive years. After that, to be eligible for re-election to the Board, such person must be off the Board for at least one year. If a Member of the Board of Directors ceases to meet any qualification required for a Member (e.g. a homeowner), such Member shall thereupon cease to be a Director of the Board, and their place on the Board shall be deemed vacant.
Section 2. Vacancies. Vacancies occurring in the membership of the Board of Directors shall be filled by a majority vote of the remaining Members of the Board. Each Director so elected shall serve until the next Annual meeting. Notice specifying any increase in the number of Directors and the name and address and any other pertinent information about any Director elected to fill any vacancy shall be made available to the Members after such increase or election. The Members of the Board of Directors may remove any Board Member by a majority vote. If a Board Member is removed, a successor may be elected by a majority vote of the Board at a meeting of the Board Members called expressly for such purpose.
Section 3. Board Meetings. Board meetings shall be held at such times and places, as may be determined by the President or Board of Directors.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President or by at least three of the Members of the Board of Directors, upon forty-eight (48) hours’ notice, specifying the time, place and general purposes of the meeting. Notice of meetings shall be provided to each Director personally, by telephone, email, or other electronic means, or by mail, if mailed at least three (3) days before such meeting.
Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum and be sufficient for transaction of any business, except for filling vacancies in the Board of Directors, which shall require action by a majority of the remaining Board of the Directors. Any Board action taken where a quorum is present shall be the act of the Board, unless otherwise provided for by law or by these Bylaws.
Section 6. Action by Written Consent. Action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action, a written consent is signed by the majority of the Directors, and such written consent is filed with the Board meeting minutes.
Section 7. Additional Directors. The number of Directors may be increased upon a vote of the current elected Board of Directors. At the time of such increase, the Board of Directors shall determine the exact number of Directors, the term limits, and the means and methods of election.
Section 1. Number of Officers. The four (4) Officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer. Officers shall serve without compensation, unless such compensation is approved by a majority vote of the Members. In the case of an emergency, an Officer may temporarily delegate their duties and responsibilities to another Director of the Board.
Section 2. Election and Terms. Each Officer and Director shall be nominated by the Board of Directors and voted on by Members at the Annual Meeting in October. Nominations by Members from the floor at the Annual meeting will be accepted. Each Officer and Director shall assume their office January 1st of the following year and shall hold office until the succeeding January in accordance with these Bylaws.
Section 3. Vacancies. Whenever a vacancy shall occur in any office, the office shall be filled by the Board of Directors, and the Officer so elected shall hold office until the next Annual meeting.
Section 4. President. The President shall be the chief executive officer of the Association; shall preside at all meetings of Members and of the Board of Directors; shall have general and active supervision, control and management of the affairs and business of the Association, subject to the orders and resolutions of the Board; shall have general supervision and direction of all officers, agents and employees of the Association; shall see that all orders and resolutions of the Board are carried into effect; and in general shall exercise all powers and perform all duties incident to such office and such other powers and duties as may be assigned by the Board.
Section 5. Vice President. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President. The Vice President shall also perform such other duties as may be prescribed herein, or imposed by the Board or the President.
Section 6. Secretary. The Secretary shall attend all meetings of the Board and of the Members and shall act as Secretary of such meetings; shall give or cause to be given all notices provided for in these Bylaws or required by law; shall record all votes and minutes of all proceedings of the meetings of Members and the Board in book(s) to be kept for that purpose; shall be custodian of the records of the Association; shall have charge of the list of Members; and in general shall exercise all powers and perform all duties as may be assigned by the Board or the President.
Section 7. Treasurer. The Treasurer shall keep correct and complete records of accounts showing accurately at all times the financial condition of the Association; shall be the custodian of the corporate funds and securities; shall immediately deposit, in the name and to the credit of the Association, all moneys and other valuable effects of the Association in such depositories as may be designated by the Board of Directors; shall disburse the funds of the Association as may be ordered by the Board or by the President; and in general, shall exercise all powers and perform all duties customarily incident to such office and such other powers and duties as may be assigned by the Board or the President.
Books and Records and Assessments
Section 1. Books and Records, in General. The Board of Directors shall keep full and correct books of account in chronological order of the receipts and expenditures affecting the Association as defined in the Declaration, specifying and itemizing the maintenance and repair expenses of the Association and other expenses incurred. Such records and the vouchers authorizing the payments shall be available for inspection by any dues-paying homeowner Member, or their representative duly authorized in writing.
Execution of Instruments
Section 1. Checks, Drafts, etc. The President, Secretary, and Treasurer shall be empowered to sign checks, drafts and all legal papers in the name of the Corporation. The signatures of any two (2) of such Officers must appear on all checks, drafts, notes and other legal documents and instruments. The negotiation of loans, or the undertaking of any expenditures in excess of Two Hundred Fifty Dollars ($250) must have approval of a majority of the Board of Directors.
Section 2. Contracts. All contracts, agreements, deeds, conveyances, mortgages and similar instruments authorized by the Board of Directors shall be signed by the President and attested by the Secretary, unless otherwise directed by the Board of Directors or required by law.
A Standard of Conduct shall be signed and dated annually by all Directors of the Board and will be on file with the Association’s records. This Standard of Conduct is in effect through the end of each Directors’ term. If a Director is re-elected for a new term upon the expiration of their current term, a new Standard of Conduct statement shall be signed and dated by the Director for their new term of office. It is the responsibility of each Board Member to submit a current signed and dated Standard of Conduct to the President or Vice-President before January 1st of the new term to remain on the Board of Directors.
Amendments and Definitions
Section 1. Amendments. These Bylaws may be altered, amended or repealed by a majority vote of Members present at the Annual meeting in October, or majority Members present at a special meeting, if the notice of said meeting provides notice that a vote will be taken to amend, alter or repeal the Bylaws.
STATE OF INDIANA )
COUNTY OF MARION )
Before me, a Notary Public in and for said County and State, personally appeared, _____________________, _____________________, _________________________, and
_________________, who acknowledged the execution of the foregoing Amended and Restated
Code of Bylaws for Normandy Farms Homeowners Association, Inc.
Subscribed and sworn to before me this ____ day of _______________, 2022.
, Vice President
Notary Public: __________________________
My Commission Expires: _________________________
My County of Residence: _________________________