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SECTION 6. "Declarant" shall mean and refer to
Summit Property Company, an Oklahoma corporation, its successors
and assigns if such successors or assigns should acquire more
than one undeveloped Lot from the Declarant for the purpose of
development.
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SECTION
7. "Declaration " shall collectively mean and refer to
the Certificate of Dedication of Woodfield Blocks 1 thru 7,
filed as a part of Plat #4799 on June 25, 1990 and Woodfield
Blocks 8 thru 13 filed as a part of Plat #4871 on March 16, 1992
in the Office of the County Clerk of Tulsa County.
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SECTION
8. "Member" shall mean and refer to those persons
entitled to membership as provided in the Declaration.
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SECTION
1. Annual Meeting. The annual meeting of the Members of
the Association shall be held each year commencing in the year
1993 on the 19th day of April at the hour of 7:00 o'clock p.m.
at the principal office of the Association. The Board of
Directors may change the place of meeting provided that any such
change shall be stated in the notice and call of the annual
meeting. Written notice of all meetings must be mailed to each
Member of record by the Secretary at least ten (10) days prior
to such annual meeting. Notice of any annual meeting may be
waived in writing by any Member's attendance at any such annual
meeting.
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If
the day fixed for the annual meeting shall be a legal holiday in
the State of Oklahoma, such meeting shall be held at 7:00
o'clock p.m. on the next succeeding business day. If the
election of directors shall not be held on the day designated
herein for said annual Members meeting or any adjournment of
such meeting, the Board of Directors shall cause the election to
be held at a special meeting of the Members called pursuant to
these Bylaws as soon thereafter as said meeting may conveniently
be held. The order of the business at the annual meeting of
Members shall be as follows:
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(1)
(2) (3) (4) (5) (6) (7)
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Calling
meeting to order .
Proof of notice of meeting.
Reading minutes of last previous annual meeting.
Reports of officers.
Reports of committees.
Election of directors.
Such miscellaneous business as may come or be properly brought
before the meeting.
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SECTION 2.
Special Meetings.
Special meetings of Members for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the
President, or by a majority of the Board of Directors, and shall
be called by the President upon the written request of the
Members who are entitled to vote 1/4 of all of the votes of the
Association. Business transacted at all special meetings shall
be confined to the objects or purposes stated in the call;
however, notice of any special meeting and consideration of
business other than that stated in the call may be waived in
writing by any Member and will be considered as waived by his
attendance at any such special meeting.
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The
Board of Directors may designate any place within Tulsa
County, unless otherwise prescribed by statute, as the
place of meeting for any special meeting of Members
called by the Board of Directors. If no designation or
place of meeting is made or if a special meeting be
called by other than the Board of Directors, the place
of meeting shall be at the principal place or office of
the Association.
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SECTION
3. Notices of Meetings. Notice of annual or
special meetings may be written or printed. Notice of
any annual meeting shall be deemed satisfactorily given
if delivered in person to any Member of record or if
mailed to any such Member not less than ten (10) days
nor more than thirty (30) days preceding the date of any
such annual meeting. Notice of special meetings shall be
deemed satisfactorily given if delivered in person or
mailed not less than five (5) days nor more than thirty
(30) days prior to such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in any
United States Post Office with postage prepaid addressed
to the Member's last known mailing address as it appears
on the stock ledger of the Association.
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SECTION
4. Quorum. The presence at the meeting of Members
entitled to cast, or of proxies entitled to cast,
1/10
of the total votes shall constitute a quorum, except as
otherwise provided in the Certificate of Incorporation,
the Declaration or these Bylaws. If, however, a quorum
shall not be present or represented at any meeting, a
majority of the Members so represented may adjourn the
meeting from time to time without further notice. At
such adjourned meeting at which quorum shall be present
or represented, and entitled to vote, any business may
be transacted which might have been transacted at the
meeting as originally notified. The Members present at a
duly organized meeting and who are entitled to vote may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough Members to
lease less than a quorum.
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SECTION
5. Proxies. At all meeting of Members, a Member
may vote or give his consent to proxy executed in
writing by the Member or by his duly authorized attorney
in fact. Such proxy shall and must bear a date not more
than ten (10) days prior to said meeting, and must be
filed with the Secretary of the Association before or at
the time of the meeting. Every proxy shall be revocable
and shall automatically cease upon conveyance by the
Member of his or her Lot.
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SECTION
6. Voting of Members. Each Member with voting
power shall be entitled to one vote for each Lot owned.
When more than one person holds an interest in any Lot,
all such persons shall be Members. The vote for such Lot
shall be exercised as they determine, but in no event
shall more than one vote be cast with respect to any
Lot. Such vote may be by a voice vote, but any qualified
voter may demand a vote by ballot, each of which shall
state the name of the Member voting, and the number of
qualified votes by him, and if such ballot be cast by
proxy, it will also state the name of such proxy.
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SECTION
7 .Voting for Election of Directors. Unless
otherwise provided by law, at each election of
directors, every Member entitled to vote at such
election shall have the right to vote in person
or by proxy the total number of votes owned by
him or her for each director's position to be
filled on the Board of Directors. There shall be
no cumulative voting privileges nor shall the
Members be required to distribute their votes
among any number of candidates on the cumulative
voting principle.
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SECTION
8. Consent of Absentees. No defect in the
calling or noticing of a Members meeting will
affect the validity of any action at the meeting
if a quorum was present and if each Member not
present in person or by proxy signs a written
waiver of notice, consenting to the calling of
the meeting and such waiver consenting thereto
is filed with the corporate records or made a
part of the minutes of the meeting.
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SECTION
9. Informal Action by Members. Unless
otherwise provided by law, any action required
to be taken at a meeting of the Members, or any
other action which may be taken at a meeting of
the Members, may be taken without a meeting if a
consent in writing setting forth the action so
taken shall be signed by all of the Members
entitled to vote with respect to the subject
matter thereof.
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SECTION
1. General Powers. The management of all
the affairs, property and business of the
Association shall be vested in a Board of
Directors which may exercise all such powers of
the Association and do all such lawful acts and
things as are not by statute, the Certificate of
Incorporation, the Declaration or these Bylaws,
directed to be exercised or done by the Members.
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SECTION
2. Nomination. Nomination for election to
the Board of Directors shall be made by a
Nominating Committee or from the floor at the
annual meeting of Members. The Nominating
Committee shall consist of a chairman, who shall
be a member of the Board of Directors, and one
or more members of the Association. The
Nominating Committee shall be appointed by the
Board of Directors prior to each annual meeting
of the Members, to serve from the close of such
annual meeting to the close of the next annual
meeting, and such appointment shall be announced
at each annual meeting.
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SECTION 3. Number.
Tenure and Qualifications. (amended
05/2008)
The number of
directors of the Association
shall be not less than two
(2) persons who shall be
elected at the annual
meeting of the Members by a
plurality vote for a term of
one (1) year .The Members
may elect more than two (2)
directors, but not more than
thirteen (13)*, if they so
choose. Each director shall
hold office until his
successor is elected and
qualified even though his
tenure of office should
thereby exceed one (1) year.
*[was nine (9) before
amendment]
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The
number of directors of the Association
and their respective terms of service
may at any time be increased or
decreased by vote of the majority of
Members entitled to vote at any regular
or special meeting of Members if the
notice of such meeting contains a
statement of the proposed increase or
decrease. Provided, however, that the
minimum number of directors shall be two
(2) and their minimum term of service
shall be one (1) year. In case of any
such increase, such additional directors
shall hold office -until their
successors are duly elected and
qualified. It shall not be a requirement
of the office of director that such
person be a Member of this Association.
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SECTION
4. Election of Officers. The
directors shall elect at their first
meeting after each annual meeting of the
Members the following officers of the
Association for a term of one (1) year
or until their successors are chose even
though their tenure of office would
thereby exceed one (1) year: A President
and a .Secretary .The Board of Directors
may elect the following additional
officers: One (1) or more Vice
Presidents, an Assistant Secretary , and
a Treasurer. Any office authorized
hereunder with the exception of
President and Secretary may be held by
the same person.
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The
Board of Directors may choose such
additional Assistant Secretaries and
Assistant Treasurers as in their
judgment is in the best interest of the
Association. The President must be a
member of the Board of Directors and any
other officers selected by the Directors
may hold a position on the Board of
Directors of the Association. The
directors may appoint or elect such
other officers and agents as they deem
necessary or advisable, who shall hold
their offices for such terms and shall
exercise such powers and perform such
duties as shall be determined or
assigned from time to time by the
directors. The officers of the
Association are to have specific control
of the affairs, property, business and
operation of the Association subject
only to the general control of the Board
of Directors and such matters as are
governed by law.
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SECTION
5. Regular Meetings. A regular
meeting of the Board of Directors shall
be held without other notice than this
Bylaw immediately after, and at the same
place as, the annual meeting of Members.
The Board of Directors may provide, by
resolution, the time and place for the
holding of additional regular meeting
without other notice than such
resolution.
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SECTION
6. Special Meetings. Special
meetings of the Board of Directors may
be called at any time by the President,
or in his absence, by a Vice President,
or by any two (2) directors. The person
or persons authorized to call special
meetings of the Board of Directors may
fix the place for holding any special
meeting of the Board of Directors called
by them.
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SECTION
7 .Notice. Notice of any special
meeting of the Board of Directors shall
be given at least ten (10) days
previously thereto by written notice
delivered either personally or mailed to
each director at his business address,
or by telegram. If mailed, such notice
shall be deemed to be delivered when
deposited in the United States Mail so
addressed, with postage thereon prepaid.
If notice be given by telegram, such
notice shall be deemed to be delivered
when the telegram is delivered to the
telegram company. Any director may waive
notice of any meeting. The attendance of
a director at a 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.
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SECTION
8. Quorum.
(amended
04/2008)
A majority of
the number of
elected directors fixed by
*
Section 3 of Article
V
shall constitute a quorum for
the transaction of business at
any meeting of the Board of
Directors, but if less than such
majority is present at a
meeting, a majority of the
directors present may adjourn
the meeting from time to time
without further notice.
(added by
04/2008
amendment) Vacant
positions
within the
Board of
Directors
will not
count when
determining
the number
of directors
required to
be present
at a meeting
to
constitute a
quorum. The act
of the majority of the directors
present at a meeting in which a
quorum is present shall be the
act of the Board of Directors.
*(was
Section 2 of
this Article
IV)
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SECTION
9. Vacancies. Any vacancy
occurring in the Board of
Directors, regardless of the
manner in which caused, may be
filled by the affirmative vote
of a majority of the remaining
directors, though less than a
quorum of the Board of
Directors, unless otherwise
provided by law. A director
elected to fill a vacancy shall
be elected for the unexpired
term of his predecessor in
office and until his successor
is elected and qualified. Any
directorship to be filled by
reason of an increase in the
number of directors shall be
filled by election at an annual
meeting or at a special meeting
of Members called for that
specific purpose.
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SECTION
10. Compensation. No
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.
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SECTION
11. Presumption of Assent. A
director of the Association who
is present at a meeting of the
Board of Directors at which
action on any corporate matter
is taken shall be presumed to
have consented to the action
taken unless his dissent shall
be entered in the minutes of the
meeting or unless he shall file
his written dissent to such
action with the person acting as
the Secretary of the meeting
before the adjournment thereof
or the Association immediately,
and not more than five (5) days
after the adjournment of the
meeting. Such right to dissent
shall not apply to a director
who voted in favor of such
action.
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SECTION
12. Standing or Temporary
Committees. The Association
shall continue, maintain and be
responsible for the
establishment and continuation
of an architectural committee in
the time and manner provided in
the Declaration. The
architectural committee shall
consist of a minimum of three
(3) persons, after the
Association is transferred the
responsibility for the
appointment of the committee
members pursuant to the
Declaration. The committee shall
otherwise be governed in
accordance with the terms and
conditions of these bylaws,
including, without limitation,
the balance of the provisions of
this Section 12.
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Additional
standing or temporary committees
may be appointed from its own
number by the Board of Directors
from time to time, and the Board
of Directors may from time to
time
invest such committees with such
powers as it may see fit,
subject to such conditions as
may be prescribed by such Board.
An executive committee may be
appointed by resolution, passed
by a majority of the whole
Board; it shall have the powers
provided by statute, except as
specifically limited by the
Board. All committees so
appointed shall keep regular
minutes of the transactions of
their meetings and shall cause
them to be recorded in books
kept for that purpose in the
office of the Association and
shall report the same to the
Board of Directors at its next
meeting .
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SECTION 13. Powers. The
Board of Directors shall
have the power to:
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A.
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Adopt
and publish rules and
regulations governing
the use of the Common
Area and facilities, and
the personal conduct of
the Members and their
guests thereon, and to
establish penalties for
the infraction thereof;
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B.
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Declare
the office a Member of
the Board of Directors
to be vacant in the
event such Member shall
be absence from three
(3) consecutive regular
meetings of the Board of
Directors; and
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C.
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Employ
a manager, and
independent contractor,
or such other employees
as they deem necessary ,
and to prescribe their
duties.
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D..
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Foreclose
the lien against any Lot
for which assessments
are not paid within
thirty (30) days after
due date or to bring an
action at law against
the Owner personally
obligated to pay same;
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SECTION
14. Other Powers. In
addition to the powers
and authorities by these
Bylaws expressly
conferred upon them, the
Board of Directors may
exercise all such powers
of the Association and
do all such lawful acts
and things as are not by
statute or by the
Certificate of
Incorporation, the
Declaration or by these
Bylaws directed or
required to be exercised
or done by the Members.
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SECTION
15 .Informal Action
by Directors. The
Directors shall have the
right to take any action
in the absence of a
meeting which they could
take in a meeting by
obtaining the written
approval of all of the
Directors. Any action so
approved shall have the
same effect as though
taken at a meeting of
the Directors.
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SECTION 16. Duties. It
shall be the duty of the
Board of Directors to:
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A.
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Supervise
all officers, agents and
employees of the
Association, and to see
that their duties are
properly performed;
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B.
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As
more fully provided in
the Declaration and
Article VI of these
Bylaws, to:
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1)
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fix
the amount of the annual
assessment against each
Lot at least thirty
(30)
days
in
advance
of
each
annual
assessment.
In
no
event,
however
,
shall
the
amount
of
the
annual
assessment
be
less
than
the
minimum
amount
necessary
to
adequately
maintain
and
support
the
Common
Areas.
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2)
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send
written
notice
of
each
assessment
to
every
Owner
subject
thereto
at
least
thirty
(30)
days
in
advance
of
each
annual
assessment;
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3)
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shall
appoint
an
architectural
committee
pursuant
to
the
terms
and
conditions
of
the
Declaration;
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4)
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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.
A
reasonable
charge
may
be
made
by
the
Board
for
the
issuance
of
these
certificates.
If
a
certificate
states
an
assessment
has
been
paid,
such
certificate
shall
be
conclusive
evidence
of
such
payment;
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5)
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procure
and
maintain.
adequate
liability
and
hazard
insurance
on
property
owned
by
the
Association;
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6)
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cause
Common
Area
to
be
maintained.
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C.
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Fix
the
amount
of
any
special
assessments
for
capital
improvements.
The
annual
and
special
assessments,
together
with
interest,
costs
and
reasonable
attorney
fees,
shall
be
a
charge
on
the
land
and
shall
be
a
continuing
lien
upon
the
Property
against
which
each
such
assessment
is
made.
Each
such
assessment,
together
with
interest,
costs
and
reasonable
attorney
fees,
shall
also
be
the
personal
obligation
of
the
Owner
of
such
Lot
at
the
time
when
the
assessment
fell
due.
The
personal
obligation
for
delinquent
assessments
shall
not
pass
to
the
successors
in
title
unless
expressly
assumed
by
them.
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D. |
In
addition
to
the
annual
assessments
authorized
above,
the
Association
may
levy,
in
any
assessment
year
,
a
special
assessment
applicable
to
that
year
only
for
the
purpose
of
defraying,
in
whole
or
in
part,
the
cost
of
any
construction,
reconstruction,
repair
or
replacement
of
an
improvement
upon
the
Common
Area,
including
fixtures
and
personal
property
related
thereto,
provided
that
any
such
assessment
shall
have
the
assent
of
2/3rds
of
the
votes
of
the
Members
who
are
voting
in
person
or
by
proxy
at
a
meeting
duly
called
for
this
purpose.
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E. |
Written
notice
of
any
meeting
called
for
the
purpose
of
fixing
or
levying
special
assessments
only
as
defined
herein
(specifically
excluding
any
annual
assessment)
shall
be
sent
to
all
Members
not
less
than
30
days
and
no
more
than
60
days
in
advance
of
the
meeting.
At
the
first
such
meeting
called,
the
presence
of
Members
or
proxies
entitled
to
cast
at
least
60%
of
the
votes
shall
constitute
a
quorum.
If
the
required
quorum
is
not
present,
another
meeting
may
be
called
subject
to
the
same
notice
requirement,
and
the
required
quorum
at
the
subsequent
meeting
shall
be
1/2
of
the
required
quorum
at
the
preceding
meeting.
No
such
subsequent
meeting
shall
be
held
more
than
60
days
following
the
preceding
meeting.
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As
more fully provided in the
Declaration,. each member is
obligated to pay to the
Association annual and
special assessments which
are secured by a continuing
lien upon the Property
against which the assessment
is made. The assessments
levied by the Association
shall be used exclusively to
promote the recreation,
health, safety and welfare
of the residence in the
Property and for improvement
and maintenance of the
Common Area. No Owner may
waive or otherwise escape
liability for the
assessments provided for
herein by nonuse of the
Common Area or abandonment
of his or her Lot.
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Both
annual and special assessments must
be affixed at a uniform rate for all
Lots and may be collected on a
monthly basis.
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The
annual assessments provided for
herein shall commence as to all Lots
in accordance with the determination
of the Board of Directors, provided,
however, the annual assessments
shall commence and be levied at such
time as Declarant owns less than ten
(10) Lots, or on the first day of
the month following the conveyance
of a Common Area from the Declarant
to the Association, whichever occurs
first. The first annual assessment
shall be adjusted according to the
number of months remaining in the
calendar year .
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Any
assessment not paid within 30 days
after the due date shall bear
interest from the due date at the
rate of 15% per annum. The
Association may bring an action at
law against the Owner personally
obligated to pay the same, or
foreclose the lien against the
Property. No Owner may waive or
otherwise escape liability for the
assessments provided for herein by
nonuse of the Common Area or the
abandonment of his or her
Lot
.
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The
lien of the assessments
provided for herein shall be
subordinate to the lien of
any first mortgage. The sale
or transfer of any
Lot
shall not affect the
assessment lien. However ,
the sale or transfer of any
Lot
pursuant to mortgage
foreclosure or any
proceeding in lieu thereof
shall extinguish the lien of
such assessments as to
payments which become due
prior to such sale or
transfer. No sale or
transfer shall relieve such
Lot
from liability for any
assessments thereafter
becoming due or from the
lien thereon.
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COMMITTEES
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The
Association shall
appoint an
architectural
committee, at the
time and in the
manner specified in
the Declaration and
these Bylaws, and a
nominating
committee, as
provided in these
Bylaws. In addition,
the Board of
Directors shall
appoint other
committees as deemed
appropriate in
carrying out its
purpose and
consistent with
Section 12 of
Article V of these
Bylaws.
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SECTION
1. Officers of
the Association. The
officers of the
Association shall be
those designated in
Section 3 of Article
IV above. The
election and term of
office of such
officers shall be as
provided in said
Section 3 of Article
IV above. If the
election of officers
shall not be held at
the first meeting of
directors after the
annual meeting of
Members, such
election shall be
held as soon
thereafter as
conveniently may be.
Each officer,
whether elected or
appointed, shall
hold office until
his successor shall
have been duly
elected and shall
have qualified or
until his death,
resignation or
removal in the.
manner hereinafter
provided. It shall
not be a requirement
that any officer be
a shareholder of
this Association.
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SECTION
2. Removal. Any officer or agent
elected or appointed
by the Board of
Directors may be
removed by the
affirmative vote of
two-thirds (2/3rds)
of all Members of
the Board of
Directors whenever
in its judgment the
best interests of
the Association
would be served
thereby, but such
removal shall be
without prejudice to
the contract rights,
if any, of the
person so removed .
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SECTION
3.
Vacancies.
A vacancy in
any office because
of death,
resignation,
removal,
disqualification or
otherwise, may be
filled by the Board
of Directors at any
regular or special
meeting for the
unexpired portion of
the term and until a
successor shall have
been duly elected
and qualified.
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SECTION 4.
Chairman
of the Board of
Directors.
The Chairman
of the Board of
Directors shall
preside at all
meetings of Members
and directors.
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SECTION
5 .President. The
President shall be
the principal
executive officer of
the Association and,
subject to the
control of the Board
of Directors, shall
in general supervise
and control all the
business and affairs
of the Association.
In the absence of
the Chairman of the
Board of Directors,
he shall, when
present, preside at
all meetings of the
Members and of the
Board of Directors.
He may sign, with
the Secretary , or
any other proper
officer of the
Association
thereunto authorized
by the Board of
Directors or by law,
certificates for
shares of the
Association, any
deeds, mortgages,
bonds, contracts, or
other instruments
which the Board of
Directors has
authorized to be
executed, except in
cases where the
signing and
execution thereof
shall be expressly
delegated by the
Board of Directors
or by these Bylaws
to some other office
or agent of the
Association, and in
general, the
President shall
perform all duties
incident to the
office of the
President and such
other duties as may
be prescribed by the
Board of Directors
from time to time.
The President shall
be an ex-officio
member of standing
committees and shall
be responsible for
carrying into effect
all orders and
resolutions of the
Board of Directors
and Members as
required or as good
business dictates.
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SECTION
6. Vice
President. The
Vice
Presidents
in the order
designated
by the Board
of Directors
shall
exercise the
functions of
the
President
during the
absence or
disability
of the
President
and the
Chairman of
the Board of
Directors.
Each Vice
President
shall have
such powers
and
discharge
such duties
as may be
assigned to
him from
time to time
by the
President or
by the Board
of
Directors.
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SECTION
7 .Secretary
.The
Secretary
shall:
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(a)
Keep the
minutes of
the Members
and of the
Board of
Directors
meetings in
one or more
books
provided for
that
purpose;
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|
(b)
See that all
notices are
duly given
in
accordance
with the
provisions
of these
Bylaws or as
required by
law;
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(c)
Be custodian
of the
corporate
records and
of the sale
of the
Association
and see that
the seal of
the
Association
is affixed
to all
documents,
the
execution of
which on
behalf of
the
Association
under its
seal, is
duly
authorized;
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(d)
Keep a
register of
the post
office
address of
each Member,
which shall
be furnished
to the
Secretary by
such Member;
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(e)
In general,
perform all
duties
incident to
the office
of the
Secretary
and such
other duties
as from time
to time may
be assigned
to him by
the
President or
by the Board
of
Directors.
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SECTION
8. Treasurer.
If
required by
the Board of
Directors,
the
Treasurer
shall give a
bond for the
faithful
discharge of
his duties
in such sum
and with
such surety
or sureties
as the Board
of Directors
shall
determine.
He shall:
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(a)
Have charge
and custody
of and be
responsible
for all
monies,
bonds and
securities
of the
Association;
receive and
give
receipts for
monies due
and payable
to the
Association
from any
source
whatsoever
and deposit
all such
monies in
the name of
the
Association
in such
banks, trust
companies or
other
depositories
as shall be
selected in
accordance
with the
provision of
these
Bylaws.
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(b)
He shall
disburse all
funds of the
Association
in payment
of the just
demands
against the
Association,
or as may be
ordered by
the Board of
Directors,
taking
proper
vouchers for
such
disbursements,
and shall
render to
the Board of
Directors,
from time to
time, as may
be required
of him, an
account of
all his
transactions
as Treasurer
and of the
financial
condition of
the
Association.
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(c)
In
general,
perform
all
of
the
duties
incident
to
the
office
of
Treasurer
and
such
other
duties
as
from
time
to
time
may
be
assigned
to
him
by
the
President
or
by
the
Board
of
Directors.
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SECTION
9.
Assistant
Secretaries.
The
Assistant
Secretaries
in
the
order
of
their
seniority
shall
in
the
absence
or
disability
of
the
Secretary
, or
in
the
event
of
her
inability
or
refusal
to
act,
perform
the
duties
of
the
Secretary
and
exercise
all
powers
conferred
on
such
Secretary
when
so
acting
and
be
subject
to
all
the
restrictions
upon
the
Secretary
.The
Assistant
Secretaries
shall
perform
such
other
duties
as
from
time
to
time
may
be
assigned
to
them,
or
any
of
them,
by
the
Secretary
or
by
the
Board
of
Directors.
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SECTION
10.
Assistant
Treasurers.
The
Assistant
Treasurers
in
the
order
of
their
seniority
shall
in
the
absence
or
disability
of
the
Treasurer
perform
the
duties
and
exercise
the
powers
of
the
Treasurer,
subject
to
the
limitations
thereon,
and
shall
perform
such
other
duties
as
the
Treasurer
or
the
Board
of
Directors
shall
prescribe.
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SECTION
11. Compensation
of
Officers.
No
officer
shall
receive
compensation
for
any
service
he
may
render
the
Association.
However,
any
officer
may
be
reimbursed
for
his
actual
expenses
incurred
in
the
performance
of
his
duties.
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|
SECTION
12. Reports
of
Officers.
All
officers
shall
render
reports
of
the
business
transacted
by
them
during
the
fiscal
year
last
concluded
at
the
annual
Members
meeting
and
at
any
directors
meeting.
Such
reports
may
be
orally
given
unless
the
Board
of
Directors
instructs
the
officers
to
render
written
detailed
reports
of
such
business
transacted.
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CONTRACTS,
LOANS,
CHECKS
AND
DEPOSITS
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|
SECTION
1. Contracts.
The
Board
of
Directors
may
authorize
an
officer
or
officers,
agent
or
agents,
to
enter
into
any
contract
or
execute
and
deliver
any
instrument
in
the
name
of
and
on
behalf
of
the
Association,
and
such
authority
may
be
general
or
confined
to
specific
instances.
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SECTION
2.
Loans.
No
loan
shall
be
contract
on
behalf
of
the
Association
and
no
evidence
of
indebtedness
shall
be
issued
in
its
name
unless
authorized
by
resolution
of
the
Board
of
Directors.
Such
authority
may
be
general
or
confined
to
specific
instances.
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|
SECTION
3. Checks,
Drafts,
Etc.
All
checks,
drafts,
or
other
orders
for
the
payment
of
money,
notes
or
other
evidences
of
indebtedness
issued
in
the
name
of
the
Association
shall
be
signed
by
such
officer
or
officers,
agent
or
agents,
of
the
Association,
and
in
such
manner
as
from
time
to
time
may
be
determined
by
resolution
of
the
Board
of
Directors.
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SECTION
4.
Deposits.
All
funds
of
the
Association
not
otherwise
employed
shall
be
deposited
from
time
to
time
to
the
credit
of
the
Association
in
such
banks,
trust
companies,
or
other
depositories
as
the
Board
of
Directors
may
select.
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The
Board
of
Directors
shall
provide
a
corporate
seal
which
shall
be
circular
in
form
and
shall
have
inscribed
thereon
the
name
of
the
Association
and
the
State
of
Incorporation
and
the
words,
"Corporate
Seal."
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SECTION
1.
Maintenance
of
Books
and
Records.
All
books,
accounts
and
records
of
the
Association
unless
otherwise
required
by
law
or
authorized
by
the
Board
of
Directors
shall
be
kept
in
the
principal
office
of
the
Association
and
shall
be
open
to
inspection
at
the
Association's
principal
office
by
the
directors
and
Members
of
the
Association
at
any
reasonable
time
or
times.
Copies
may
be
purchased
at
a
reasonable
cost.
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SECTION 2. Annual
Members
Report.
No
annual
report
to
Members
is
required.
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|
SECTION
1.
Form
and
Manner
of
Notice.
Whenever
the
provisions
of
any
statute
of
the
State
of
Oklahoma
or
the
Certificate
of
Incorporation,
or
these
Bylaws,
require
notice
be
given
to
any
director,
officer
or
Member,
they
shall
not
be
constructed
to
mean
personal
notice;
such
notice
may
be
given
in
writing
by
depositing
the
same
in
any
post
office
of
the
United
States
Post
Office
Department
in
a
postpaid,
sealed
wrapper,
addressed
to
such
director,
officer
or
Member
at
his
or
her
address
as
the
same
appears
in
the
books
of
the
Association
unless
otherwise
provided
by
these
Bylaws,
and
the
time
when
the
same
shall
be
mailed
shall
be
deemed
to
be
the
time
of
giving
of
such
notice.
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SECTION
2.
Waiver
of
Notice.
Unless
otherwise
provided
by
law,
whenever
any
notice
is
required
to
be
given
to
any
Member,
officer
or
director
of
the
Association
under
the
provisions
of
the
Certificate
of
Incorporation,
if
the
notice
is
signed
by
the
person
or
persons
entitled
to
such
notice,
whether
before
or
after
the
time
stated
therein,
this
shall
be
deemed
equivalent
to
the
giving
of
such
notice.
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SECTION
1.
Amendment
by
Board
of
Directors.
Except
as
provided
in
Section
3
of
this
Article
XIII,
the
Board
of
Directors
shall
have
the
power
to
make,
amend,
alter
or
repeal
the
Bylaws
of
this
Association
by
a
vote
of
a
majority
of
the
Board
of
Directors;
provided
that
notice
of
such
alteration,
amendment
or
repeal
has
been
given
to
each
director
in
writing
at
least
three
(3)
days
prior
to
said
meeting
and
further
provided
that
the
Board
of
Directors
may
not
adopt
a
new
Bylaw
or
amendment
thereof
changing
the
authorized
number
of
directors
or
their
qualifications.
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SECTION
2.
Amendment
by
Members.
Except
as
provided
in
Section
3
of
this
Article
XIII,
the
Members,
by
affirmative
vote
of
a
majority
of
the
Owners
of
Lots
may
make,
alter
,
amend
or
repeal
the
Bylaws
without
any
notice
at
any
annual
meeting,
or
these
Bylaws
may
be
altered,
amended
or
repealed
and
new
Bylaws
adopted
by
vote
of
the
Members
representing
a
majority
of
all
the
shares
issued
and
outstanding
and
entitled
to
vote
at
any
special
Members
meeting
when
the
proposed
amendment,
alteration
or
repeal
of
new
Bylaws
have
been
set
out
in
the
notice
of
such
special
meeting
.
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SECTION
3.
Limitation
on
Amendments.
Neither
the
Board
nor
the
Members
shall
have
the
power
or
authority
to
amend
any
of
these
Bylaws
in
a
manner
inconsistent
with
the
Declaration,
including,
without
limitation,
provisions
in
the
Declaration
relating
to
the
Association's
responsibilities
for
maintaining
and
improving
Common
Areas.
The
amendment
of
any
covenants
and
restrictions
set
forth
in
the
Declaration
may
only
be
amended
in
accordance
with
the
terms
of
said
Declaration,
requiring
an
instrument
approved
by
the
City
of
Tulsa
and
signed
by
the
Owners
of
least
90%
of
the
Lots.
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|
Adopted this 1st
day
of
July,
1992.
|
|
ATTEST:
WOODFIELD
HOMEOWNERS
ASSOCIATION
,
INC.
(SEAL)
_________________________
Gary
Burton,
its
Secretary
By__________________________________________
Robert
A.
Lemons,
its
President
and
duly
authorized
agent
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I,
Gary
Burton,
the
duly
elected,
qualified
and
acting
Secretary
of
Woodfield
Homeowners
Association,
Inc.
,
do
hereby
certify
that
the
within
and
foregoing
Bylaws
are
the
original
Bylaws
duly
adopted
by
the
Board
of
Directors
of
said
Association
at
its
first
meeting
held
on
the
1st
day
of
July,
1992.
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___________________________________
Corporate\Woodfield.Blw
Gary
Burton
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