Below are the Bylaws or Code of Regulations for the Greycliffe Home Owners Association. You may open them in PDF format by clicking Greycliffe Bylaws (Code of Regulations) and print or save them for later viewing. You may also visit The Ohio Planned Community Law for more information on the laws governing home owner associations.
BYLAWS (CODE OF REGULATIONS)
AMENDED AND RESTATED
CODE OF REGULATIONS
THE GREYCLIFFE AT THE QUARRY HOMEOWNERS ASSOCIATION, INC.
DECLARATION; APPLICABILITY; OFFICE
1.1 Declarations. The Greycliffe at The Quarry Homeowners’ Association, Inc., an Ohio nonprofit corporation, is the Association to which reference is made in the Declarations of Restriction dated November 6, 1995 (as to Plat One), dated November 22, 2000 (as to Plat Two), dated October 20, 2003 (as to Plat Three) and dated September 5, 2004 (as to Harbour Town at Greycliffe) (those Declarations, as they may be amended from time to time, the “Declarations”). The terms, provisions, conditions and restrictions of the Declarations, as they relate to the Association and the members (as defined below), Board of Trustees, officers and committees, are incorporated by reference with the same force and effect as if fully set out in this Code of Regulations.
1.2 Applicability. This Code of Regulations is binding on all present or future owners (as defined in Article XI, Paragraph 11.1) or occupants (as defined in Article XI, Paragraph 11.2) of the real property (as defined in Article XI, Paragraph 11.3) or other persons using any improvements or facilities located on the real property in any manner. Upon the acquisition, rental, use or other occupancy of any residential lot (as defined in Article XI, Paragraph 11.4), or any other portion of the real property by any person, this Code of Regulations shall be deemed accepted and ratified by that person.
1.3 Office. The principal office of the Association shall be at such place within reasonable proximity to the real property as the Board of Trustees may designate.
MEMBERSHIP AND VOTING RIGHTS
2.1 Membership. The members of the Association shall include, and shall be limited to, Owners and spouses of Owners.
2.2 Voting Rights. The members of the Association shall have voting rights as established pursuant to Section 4.2 of the Declarations. Unless otherwise prescribed by law, the Declarations or this Code of Regulations, the affirmative vote of a majority of the votes present at a meeting at which a quorum is present shall be necessary for the authorization or taking of any action voted upon by the members.
2.3 Revocation of Voting Rights. Any member upon whose residential lot or residential lots a Notice of Lien has been issued pursuant to Section 2.16 of the Declarations, or who is otherwise in default, shall not be in good standing and shall not be entitled to vote during any period in which the default or lien continues.
MEETINGS OF MEMBERS; QUORUM; PROXIES
3.1 Place of Meeting. Meetings of the members shall be held at the principal office of the Association, unless the Trustees determine that a meeting shall be held at some other place within the State of Ohio and cause the notice of meeting to so state.
3.2 Annual Meeting. The annual meeting of members for the purpose of electing Trustees and for the transaction of such other business as may properly come before the meeting shall be held on such date in the month of April of each year or at such other date as may be determined by the Trustees.
3.3 Special Meetings. The Secretary of the Association shall call a special meeting of the members (i) when directed by the President of the Association, (ii) upon the resolution of a majority of the Board of Trustees, and (iii) upon presentation to the Secretary of the Association of a petition signed by members holding at least twenty-five percent (25%) of the total votes of the Association.
3.4 Quorum; Adjournment. Members present in person or by proxy holding at least twenty percent (20%) of the total votes of the members of the Association shall constitute a quorum for any annual meeting or special meeting. If any meetings of the Association cannot be held because a quorum is not present, a majority of the members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to members in the manner prescribed for regular meetings. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of the members required to constitute a quorum.
3.5 Notice of Meeting; Waiver. Written notice of each meeting of members shall be given not less than fifteen (15) days nor more than sixty (60) days before it is to be held. Each notice shall specify the date, time and place of the meeting, and, in the case of a special meeting, shall specify the purpose of the meeting. The notice shall be delivered personally or mailed postage prepaid to all members of record. Any member may waive notice of a meeting by doing so in writing before or after the meeting. Attendance at a meeting, either in person or by proxy, shall constitute a waiver of notice and of any and all objections to the place or time of such meeting or the manner in which it has been called or convened, unless a member attends the meeting solely for the purpose of stating, at the beginning of such meeting, any objection or objections relating to such meeting.
3.6 Action by Association Without Meeting. Any action that may be taken at a meeting of the members may be taken without a meeting if written approval and consent, setting forth the action authorized, shall be signed by members having a majority of the total votes of the Association. This written consent shall be filed with or entered upon the books of the Association.
3.7 Proxies. Members may vote or act in person or by proxy. The person designated a proxy need not be a member. A member shall designate a proxy by written notice to the Board of Trustees and, except as otherwise provided in the Code of Regulations, may revoke the designation at any time upon written notice to the Board. A proxy shall be revoked automatically upon a member’s conveyance of all residential lots owned by her or him. If a first mortgagee has been designated a proxy under the terms of a first mortgage covering a residential lot, the presentation to the Board of a copy of the mortgage containing the proxy designation shall be notice of that designation, and, if the mortgage so states, of the irrevocability of that designation. Written notice to the Board or notice in a meeting of the revocation of a proxy designation shall not affect any vote or act previously taken. Each proxy shall have the power of substitution.
3.8 Conduct of Meetings. The President shall preside over all meetings of the Association and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring thereat.
BOARD OF TRUSTEES; POWERS; NUMBER; MEETINGS
4.1 General Powers. Except where the law, the Articles of Incorporation of the Association (the “Articles”) or the Code of Regulations require that action be otherwise authorized or taken, all of the authority of the Association shall be exercised by or under the direction of the Board of Trustees. The Board of Trustees shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the Association’s affairs and, as provided by law, may do all acts and things as are not by the Declarations, Articles, or this Code of Regulations directed to be done and exercised exclusively by the members.
The Board of Trustees shall delegate to one of its Trustees the authority to act on behalf of the Board of Trustees on all matters relating to the duties of the Managing Agent or Manager; if any, which might arise between meetings of the Board of Trustees.
In addition to the duties imposed by this Code of Regulations or by any resolution of the Association that may be hereafter adopted, the Board of Trustees shall have the power to and be responsible for the following, in way of explanation, but not limitation:
(a) preparation and adoption of an annual budget in which there shall be established the contribution of each owner to the common expenses;
(b) making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment. Unless otherwise determined by the Board of Trustees, the annual assessment against the proportionate share of the common expenses shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month for said month;
(c) providing for the operation, care upkeep, and maintenance of all the Common Areas, including the Quarry;
(d) designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association, its property, and the Common Areas and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties;
(e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association;
(f) making and amending rules and regulations;
(g) opening of bank accounts on behalf of the Association and designating the signatories required;
(h) making or contracting for the making of repairs, additions, and improvements to or alterations of the Common Areas in accordance with, the other provisions of the Declarations and this Code of Regulations after damage or destruction by fire or other casualty;
(i) enforcing, by legal means, the provisions of the Declarations, this Code of Regulations, and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the owners concerning the Association;
(j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declarations, and paying the premium cost thereof;
(k) paying the cost of all services rendered to the Association or its members and not chargeable to owners; and
(l) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the owners and mortgagees, their duly authorized agents, accountants, or attorneys, during general business hours on working days at the time and in a manner that shall be set and announced by the Board of Trustees for the general knowledge of the owners. All books and records shall be kept in accordance with generally accepted accounting practices.
(m) make available to any prospective purchaser of a Residential lot, any Owner of a Residential lot, any first mortgagee, and the holders, insurers, and guarantors of a first mortgage on any Residential lot current copies of the Declarations, the Articles, this Code of Regulations, rules governing the Residential lot, and all other books, records, and financial statements of the Association; and
(n) permit utility suppliers to use portions of the Common Areas reasonably necessary to the ongoing development or operation of the Project.
4.2 Number of Trustees. The Board of Trustees shall consist of not less than three (3) nor more than six (6) Trustees, as determined by the Board from time to time; provided no reduction in number shall affect the term of Trustees then in office. All Trustees must be members of the Association, however, no person and his or her spouse may serve on the Board at the same time.
4.3 Election; Term of Office. The initial Board of Trustees shall continue as the Board of Trustees until the first annual meeting of the Association. The term of the initial Board of Trustees shall expire as of the date of that first annual meeting and three (3) new Trustees shall be elected. Members of the initial Board of Trustees shall not be precluded from being re-elected to the Board of Trustees and serving as a Successor Trustee. One (1) Trustee shall be elected for a term of one (1) year and until her or his successor is elected and qualified, one (1) Trustee shall be elected for a term of two (2) years and until her or his successor is elected and qualified and the third Trustee shall be elected for a term of three (3) years and until her or his successor is elected and qualified. Thereafter, all successor Trustees shall be elected for a term of three (3) years.
4.4 Procedure for Election. At each annual meeting, the members shall elect a Trustee to succeed to the office of the Trustee whose term is scheduled to expire at that meeting. Only persons nominated as candidates shall be eligible for election as Trustees. Nominations for election to the Board of Trustees shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Trustees, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Trustees not less than thirty (30) days prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each such annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Trustees as it shall, in its discretion determine but in no event less than the number of vacancies or terms to be filled. Nominations shall be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the members and to solicit votes.
4.5 Removal of Trustees. Any one or more of the Trustees of the Board of Trustees may be removed, with or without cause, by a majority vote of the members of the Association, and a successor trustee may then and there be elected to fill the vacancy thus created. A trustee whose removal has been proposed by the members shall be given at least ten (10) days’ notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Additionally, any trustee who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than twenty (20) days may be removed by a majority vote of the trustees at a Board of Trustees meeting, a quorum being present. A trustee who was elected solely by the votes of members may be removed from office prior to the expiration of his or her term by the votes of a majority of members. In the event of death or resignation of a trustee, his or her successor shall be selected by a majority of the remaining trustees of the Board and shall serve for the unexpired term of the predecessor.
4.5.1 Vacancies. Vacancies in the Board of Trustees caused by any reason, excluding the removal of a Trustee by vote of the Association, shall be filled by a vote of the majority of the remaining Trustees, even though less than a quorum, at any meeting of the Board. Each person so elected shall serve the unexpired portion of the vacated term.
4.6 Fees and Compensation. No fee or compensation shall be paid by the Association to Trustees for their services as Trustees, unless approved by a majority vote of the total vote of the Association at a regular or special meeting of the Association.
4.7.1 Meetings. The annual meeting of the Board of Trustees shall be held without notice at the same place and immediately after the annual meeting of members. The annual meeting shall be held for the purpose of electing officers and any other business. Special meetings of the Board of Trustees may be called by the President of the Association or a majority of the Trustees on at least three (3) days notice to each Trustee, given personally or by mail, or electronically, which notice shall state the time and place of the meeting.
4.7.2 Special Meetings. Special meetings of the Board of Trustees shall be held when called by written notice signed by the President, Vice President, or Secretary of the Association, or by any two (2) Trustees. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. All such notices shall be given or sent to the Trustee’s address or telephone number as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting. Notices shall be posted at a prominent place within the Common Area not less than seventy-two (72) hours prior to the scheduled time of the meeting.
4.8 Waiver of Notice. Any Trustee may waive notice of a meeting by doing so in writing before or after the meeting. Attendance at a meeting of the Board of Trustees shall constitute a waiver of notice and of any and all objections to the place or time of such meeting or the manner in which it has been called or convened, unless a Trustee attends the meeting solely for the purpose of stating, at the beginning of such meeting, any objection or objections relating to the meeting.
4.9 Board of Trustees Quorum. At all meetings of the Board of Trustees, a majority of the Trustees then in office shall constitute a quorum for the transaction of business. At all meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business, and the votes of a majority of the Trustees present at a meeting, at which a quorum is present shall constitute the decision of the Board of Trustees. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Trustees, if any action taken is approved by at least a majority of the required quorum for that meeting. At such adjourned, meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
4.10 Action Taken by Trustees. Except as otherwise provided in the Declarations, this Code of Regulations or by law, every act or decision by a majority of the Trustees present in person at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Trustees.
4.11 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if written consent, setting forth the action so taken, is signed by all members of the Board of Trustees and that written consent is filed with or entered upon the books of the Association.
4.12 Conduct of Meetings. The President shall preside over all meetings of the Board of Trustees; and the Secretary shall keep a minute book of the Board of Trustees, recording therein all resolutions adopted by the Board of Trustees and a record of all transactions and proceedings occurring at such meetings.
4.13 Open Meetings. All meetings of the Board shall be open to all members, but members other than Trustees may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board.
4.14 Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss any vote on personnel matters, litigation is which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
4.15 Management Agent.
(a) The Board of Trustees may employ for the Association a professional management agent or agents (“Managing Agent”) at a compensation established by the Board of Trustees to perform such duties and services as the Board of Trustees shall authorize. The Board of Trustees may delegate to the Managing Agent, subject to the Board’s supervision, all the powers granted to the Board of Trustees by this Code of Regulations, other than the powers set forth in subparagraphs (a), (b), (f), (g), and (i) of Section 4.1 of this Article.
(b) No management contract may have a term in excess of three (3) years and must permit termination by either party without cause and without termination fee on ninety (90) days or less written notice.
4.16 Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
(a) accrual accounting, as defined by generally accepted accounting principles shall be employed;
(b) accounting and controls should conform with established American Institute of Certified Public Accountants (AICPA) guidelines and principles;
(c) cash accounts of the Association shall not be comingled with any other accounts;
(d) no remuneration shall be accepted by the Managing Agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder’s fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Association;
(e) any financial or other interest which the Managing Agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Trustees; and
(f) annual financial reports shall be prepared for the Association containing:
(i) an income statement reflecting all income and expense activity for the preceding calendar year on an accrual basis;
(ii) a statement reflecting all receipt and disbursement activity for the preceding calendar year on an accrual basis;
(iii) a report reflecting the status of all accounts in an actual versus approved budget format with a budget report reflecting any actual or pending obligations which, are in excess of budgeted amounts by an amount exceeding the operating reserves or ten (10%) per cent of a major budget category (as distinct from a specific line item in an expanded chart of accounts);
(iv) a balance sheet for the preceding calendar year on an accrual basis;
(v) a delinquency report identify any and all owners who have been and who remain delinquent at the time of the report and describing the status of any action to collect such installments which remain delinquent.
4.17 Borrowing. The Board of Trustees shall have the power to borrow money for the purpose of repair or restoration of the Common Areas and facilities without the approval of the members of the Association; provided, however, that if the proposed borrowing is for the purpose of modifying, improving, or adding amenities to the Common Area, and the total amount of such borrowing exceeds or would exceed five (5%) per cent of the budgeted gross expenses of the Association for that fiscal year, approval of a majority of the members shall be required.
4.18 Hearing Procedure. The Board shall not impose a fine, suspend voting, or infringe upon any other rights of a member or other occupant for violations of rules unless and until the following procedure is followed:
(a) Demand. Written demand to cease and desist from an alleged violation shall be served upon the alleged violator specifying:
(i) the alleged violation;
(ii) the action required to abate the violation;, and
(iii) a time period, not less than ten (10) days during which the violation may be abated without further sanction, if such violation is a continuing one, or a statement that any further violation of the same rule may result in the imposition of a sanction after notice and hearing if the violation is not continuing.
(b) Notice. At any time within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty or if the same rule is subsequently violated, the Board or its delegate shall serve the violator with written notice of a hearing to be held. The notice shall contain:
(i) the nature of the alleged violation;
(ii) the time and place of the hearing, which time shall not be less than ten (10) days from the giving of the notice;
(iii) an invitation to attend the hearing and produce any statement, evidence, and witness on his or, her behalf; and
(iv) the proposed sanction to be imposed.
(c) Hearing. The hearing shall be held in executive session pursuant to this notice affording the member a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Trustee, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(d) Appeal. There shall be no appeal to the members as a whole from the determination of the Board of Trustees.
The Board of Trustees may appoint two (2) or more Trustees to constitute other committees of the Association. The resolution establishing each committee shall specify a designation by which it shall be known and shall fix its powers and authority. The Board of Trustees may delegate to any committee any of the authority of the Board of Trustees, however conferred. Each committee shall serve at the pleasure of the Board of Trustees, shall act only in intervals between meetings of the Board of Trustees, and shall be subject to the control and direction of the Board of Trustees. All actions by any committee shall be subject to revision and alteration by the Board of Trustees. Any committee may act by a majority of its members at a meeting or by writing or writings signed by all of its members.
6.1 Enumeration and Election of Officers. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. The Board of Trustees may elect such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Trustees. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President shall be elected from among the members of the Board of Trustees.
The Board of Trustees shall elect the officers of the Association at each annual meeting. The Board of Trustees may remove any officer at any time, with or without cause, by a vote of the majority of Trustees at a meeting at which a quorum is present. The Board of Trustees may fill any vacancy on any office occurring from whatever cause.
6.2 Compensation. No fee or compensation shall be paid by the Association to any officer for her or his services as an officer.
6.3 Duties of Officers. The duties of the officers of the Association shall be as set forth below:
(a) President. The President shall preside at all meetings of the Board of Trustees and members and shall sign any contracts, notes, deeds or other papers requiring the President’s signature, and shall have such other duties as may from time to time be required of the President by the Board of Trustees.
(b) Vice President. The Vice President shall have the powers of the President during the absence or incapacity of the President or when there is a vacancy in the office of President, and shall have such other powers and duties as may be prescribed by the Board of Trustees.
(c) Secretary. The Secretary shall keep minutes of all the proceedings of the Board of Trustees and the members, make proper record of the same and furnish copies of such minutes to the President prior to the next meeting of the Board of Trustees or the members, as the case may be; sign all bonds, contracts, notes, deeds and other papers executed by the Association requiring such signature; give notice of meetings of Trustees and members; keep such books as may be required by the Board of Trustees; and perform such other and further duties as may from time to time be required by the Board of Trustees.
(d) Treasurer. The Treasurer shall have general supervision of all finances. The Treasurer shall receive and have in charge all money, bills, notes, deeds, leases, mortgages, insurance policies and similar property belonging to the Association and shall do with the same such as may, from time to time, be required by the Board of Trustees. The Treasurer shall cause to be kept adequate and correct accounts of the business transactions of the Association and on the expiration of her or his term of office shall turn over to the succeeding Treasurer or to the Board of Trustees the property, books, papers and money of the Association.
7.1 Budget; Annual Assessments. Not later than December 31 of each year, the Board of Trustees shall estimate the amount of the common expenses of the Association for the next calendar year and prepare a budget based upon those estimates. The estimated budget may include, in addition to the items of common expense enumerated in the Declarations, an amount, to be determined by the Board of Trustees, to be deposited in a reserve for contingencies and replacements, deferred maintenance, and unexpected and extraordinary expenses. Based upon the estimated budget, the Board of Trustees shall fix the amount of the annual assessment for each residential lot. The annual assessment shall be payable in the manner provided in Section 2.16 of the Declarations.
7.2 Special Assessments. The Board of Trustees may levy special assessments if, in any year, the common expenses incurred in the maintenance of the Common Area exceed the income from the annual assessment. The amount of any operating deficit may, at the Board’s sole option, be charged to the members of the Association by means of a special assessment. No consent of the members of the Association shall be required with respect to this special assessment. Special assessments shall be due and payable on the dates fixed by the Board of Trustees, and shall be payable in one (1) installment unless the Board of Trustees permits payment in more than one (1) installment.
7.3 Individual Assessments. If the Board of Trustees satisfies an obligation of an Owner that is properly chargeable to a particular residential lot, or otherwise incurs an expense for which an individual Owner may be charged under any of the provisions of the Declarations or this Code of Regulations, the Board of Trustees shall assess the Owner for the Association’s costs. An individual assessment against a residential lot shall be due and payable on the date determined by the Board of Trustees, following written notice to the Owner subject to the assessment.
7.4 Status of Amounts Collected. The amounts collected through annual and special assessments shall be held and expended for the purposes designated in the Declarations and this Code of Regulations. Any amount assessed against a residential lot that is allocated to reserves shall be a contribution to capital, and shall be designated for that purpose on the Association’s books and on any assessment notice. The Board of Trustees may collect, hold, disburse or categorize the amounts allocated to the reserve fund in any manner necessary to insure their non-inclusion in the Association’s taxable income under the Revenue Code, Treasury Regulations and/or rulings of the Internal Revenue Service.
7.5 Board Inaction. The Board of Trustee’s failure or delay to prepare an annual estimated budget or to give timely notice of an assessment shall not release any Owner from obligation to pay the assessment whenever the amount of the assessment has been determined and written notice has been given. In the absence of any notice to the contrary, the Owner shall continue to pay the installments of the assessment at the existing rate established for the previous year until notice of the assessment for the next year shall have been mailed or delivered to the Owner.
The Board of Trustees may cause the books of the Association to be audited once a year by an independent certified public accountant at the Association’s expense. Copies of any such audit shall be made available upon request to any Owner and any holder, insurer or guarantor of a first mortgage.
INDEMNIFICATION OF TRUSTEES, OFFICERS
EMPLOYEES, AGENTS AND VOLUNTEERS
To the extent permitted by law, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding, other than an action by or in the right of the Association, by reason of the fact that she or he is or was a Trustee, officer, employee, agent or volunteer of the Association, or is or was serving at the request of the Association as a Trustee, officer, employee, agent or volunteer of another corporation, domestic or foreign, non-profit or for profit, or a partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgements, fines and amounts paid in settlement actually and reasonably incurred by her or him in connection with the action, suit or proceeding, if she or he acted in good faith and in a manner she or he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, if she or he had no reasonable cause to believe her or his conduct was unlawful.
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgement in its favor by reason of the fact that she or he is or was a Trustee, officer, employee, agent or volunteer of the Association, or is or was serving at the request of the Association as a Trustee, officer, employee, agent or volunteer of another corporation, domestic or foreign, nonprofit or for profit, or a partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by her or him in connection with the defense or settlement of the action or suit if she or he acted in good faith and in a manner she or he reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of her or his duty to the Association unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court deems proper.
Any indemnification under this Article IX, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee, agent or volunteer is proper in the circumstances because she or he had met the applicable standard of conduct set forth above. This determination shall be made (a) by a majority vote of a quorum consisting of Trustees of the Association who were not and are not parties to or threatened with the action, suit or proceeding, or (b) whether or not a quorum is obtainable, and if a majority of a quorum of disinterested Trustees so directs, in a written opinion by independent legal counsel other than an attorney, or firm having associated with it an attorney, who has been retained by or who has performed services for the Association or any person to be indemnified within the past five (5) years, or (c) by the members, or (d) by the court of common pleas or the court in which the action or suit was brought. Any determination made by the disinterested Trustees or by independent legal counsel as described above shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Association and within ten (10) days after receipt of such notification, that person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of this determination.
The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which the person seeking indemnification may be entitled under the Articles of Incorporation, this Code of Regulations or any agreement, vote of members or disinterested Trustees, or otherwise, both as to actions in her or his official capacity and as to actions in another capacity while holding office, and shall continue as to a person who has ceased to be a Trustee, officer, employee, agent, or volunteer and shall inure to the benefit of the heirs, executors and administrators of that person.
10.1 Conflicts. If there are conflicts or inconsistencies between the provisions of Ohio law, the Articles of Incorporation of the Association or the Declarations and this Code of Regulations, the provisions of Ohio law, the Articles of Incorporation, the Declarations and this Code of Regulations, in that order, shall prevail.
10.2 Amendment. This Code of Regulations may be amended at any meeting of the members duly called and held for that purpose, provided that no amendment shall be effective unless it be adopted by the members holding at least seventy-five percent (75%) of the total votes of the Association.
11.1 Owner. “Owner” means, with respect to any residential lot, the owner of record from time to time, whether one (1) or more persons or entities, of an interest in fee simple, but shall not include the Association.
11.2 Occupant. “Occupant” means any owner, tenant, family member or other person lawfully occupying any lot.
11.3 Real Property. “Real property” means that real property located in Lucas County, Oho, more particularly described in the preamble to this Code of Regulations.
11.4 Residential Lot. “Residential lot” means any parcel of the real property upon which a single family residence has been or may be constructed. Unless the context otherwise requires, the term “residential lot” shall be deemed to include both the parcel of real property and the residence and other improvements on that real property.
11.5 Capitalized Terms. All other capitalized terms in this Code of Regulations, not otherwise specifically defined herein, shall have the meanings ascribed thereto in the Declaration.