The Woods of Indian Run
A. Members & Assessments
- Membership. Membership in The Woods of Indian Run Homeowners' Association (the "Association") shall consist of every owner of a lot in The Woods of Indian Run (the "Subdivision"). Membership shall be effective automatically upon transfer of title in each lot of the Subdivision to the lot owner. Membership shall be appurtenant to and may not be separated from ownership of any lot. Upon the sale or other disposition of an ownership interest in any lot, such membership shall terminate at the time title to the lot transfers to a new lot owner, at which time such new lot owner shall automatically become a member of the Association. Upon the transfer of title to a lot, that lot owner will be responsible for proration and payment of the assessments levied by the Association.
- Assessment. Each owner of a lot in the Subdivision is subject to the Covenants, Conditions, Restrictions and Easements for The Woods of Indian Run as contained in the following General Warranty Deeds as recorded in Official Records 20087, Page E-05; 21335, Page F16; 24056, Page I18; 25527, Page C-02; and 25851, Page E20, Recorder's Office, Franklin County, Ohio. As permitted by the covenants, conditions, restrictions and easements, and as permitted by Section 1702.11 (A)(3) of the Ohio Revised Code, each of the members covenants and agrees to pay an assessment when and as approved by the Board of trustees from time to time for the maintenance and repair of the common areas of the Subdivision and landscaped easement areas and fences which the Association is obligated to maintain. Any assessment which remains unpaid for more than thirty (30) days shall accrue interest at the highest rate permitted by law.
- Voting. For purposes of voting at any meeting of the membership of the Association, the owners of any one lot in the Subdivision shall be entitled to one vote per lot and treated as a single member. Thus, for purposes of determining a quorum under Section B, Item 5, the owner(s) of any one lot in the Subdivision shall be treated as a single member. A favorable vote of a majority of the members present shall be necessary for any action to be taken at a meeting at which a quorum is present. A vote of a member at an Association meeting shall not be counted unless that member is current in all assessments owed to the Association.
- Special Assessments. In the event that the Association is operating at a deficit in any given year, the board of trustees may establish and levy a special assessment to be paid by all lot owners to cover said deficit, and each member covenants and agrees to pay any such special assessment duly levied by the board of trustees.
- Lien for Non-Payment. Any assessment made by the Association, including accrued interest, shall become a lien upon the lot of any lot owner(s) if such assessment remains unpaid for more than thirty (30) days after it becomes due and a notice of nonpayment of assessment, authorized by a majority of the Board of trustees, is filed with the Recorder of Franklin County, Ohio. The notice of nonpayment of assessment shall contain a description of the lot, the name of the lot owner(s), and the amount of the unpaid assessment. Such liens shall remain valid for five (5) years from the date filed, unless sooner released or satisfied. Each delinquent lot owner(s) shall reimburse the Association for all costs including but not limited to lien charges and attorneys' fees and other costs of collection incurred by the Association in collecting unpaid assessments.
- Management Activities. The board of trustees is authorized, on behalf of the Association, to enter into management contracts and other agreements with qualified individuals and companies to provide for the maintenance, repair and replacement of the common areas of the Subdivision. Such management contracts and other agreements approved by the board of trustees on behalf of the Association may provide for the payment of reasonable management fees. Each of the members acknowledges and agrees that the individual trustees shall not be responsible for the services performed by such companies or individuals or the quality thereof. The board of trustees shall also be responsible for the general supervision of the affairs of the Association, and may make general rules and regulations for the government of the Association. Without limiting the generality of the duties and powers of the board of trustees, the board of trustees shall oversee all of the Association's activities; prepare and approve the annual budget for general and special assessments to be collected by the Association for the maintenance, repair, operation and replacement of the common areas, and other areas and facilities the Association is obligated to maintain and repair; delegate to appropriate persons the authority to conduct the business of the Association and carry out the services and activities approved by the board of trustees on behalf of the Association; and to analyze and evaluate the total operation of the Association, including all activities and services.
B. Meetings of Members
- Annual Meetings. An annual meeting of members shall be held for the election of trustees, the consideration of reports to be made before such meeting, and such other business as may come before the meeting. Such meeting shall be held within three (3) months of the close of each fiscal year of the Association on a date and at a time designated by the president. In the event that an annual meeting is omitted by oversight or otherwise, the trustees shall cause a meeting in lieu thereof to be held as soon as practicable and any business transacted or elections held at such meeting shall be called and notice thereof given in the same manner as the annual meeting.
- Special Meetings. Special meetings of members may be called by the chairman of the board, if one is elected, the president, or in the case of the president's absence, death, or disability, the vice president authorized to exercise the authority of the president, the trustees by action at a meeting, a majority of the trustees acting without a meeting, or the members owning 50% or more of the lots in the Subdivision and otherwise entitled to vote at the meeting.
- Notice of Meetings. Written notice stating the time, place, and purpose of all meetings of members shall be given by or at the direction of the president or secretary either by personal delivery or by mail not less than (5) five nor more than (30) thirty days before the date of the meeting to each member entitled to notice of the meeting. If mailed, such notice shall be addressed to the member at his address as it appears on the records of the Association, and shall be deemed to have been given when deposited in the mail. No business other than that specified in the notice shall be considered at any special meeting.
- Waiver of Notice. Any member may waive, in writing, notice of the time, place and purpose of any meeting of members, either before or after the holding of such meeting. Such writing shall be filed with or entered upon the records of the Association. The attendance of any members at any such meeting without first protesting prior to or at the commencement of the meeting shall be deemed to be a waiver by him of notice of such meeting.
- Quorum. Members present in person or by proxy at any meeting of members owning 25% or more of the lots in the Subdivision and otherwise entitled to vote at such meeting shall constitute a quorum of such meeting. The majority vote of the members owning 25% or more of the lots in the Subdivision and otherwise present in person or by proxy at a meeting which a quorum is present shall be necessary for the authorization or taking of any action voted upon by the members. No such action required by law, the articles of incorporation or these regulations may be authorized or taken by a lesser proportion or number.
- Adjournment. The members holding a majority of the voting power of the Association represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
- Proxies. Any person (including a natural person) who is entitled to attend or vote at a members' meeting or to execute consents, waivers, or releases may be represented or vote at such meeting, execute consents, waivers, and releases, and exercise any of his other rights by proxy or proxies appointed by a writing signed by such person.
- Place of Meeting. All meetings of members shall be held at the place stated in the notice of meeting, which may be within or without the State of Ohio.
- Action Without a Meeting. Any action which may be authorized or taken at a meeting of the members may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the members who would be entitled to notice of a meeting for such purposes, or such other proportion or number of voting members, not less than a majority, as the articles of incorporation or these regulations permit. Any such writing shall be filed with or entered upon the records of the Association.
- Number. The number of trustees shall be determined from time to time by the members at any annual meeting or any special meeting called for the purpose of the election of trustees; provided, however, that the number of trustees shall be not less than three. The initial trustees identified in the articles of incorporation for the Association shall serve in such capacity until such trustees resign or new trustees are elected by the members to replace such initial trustees after their terms expire as provided in Section C, Item 3.
- Election. The election of trustees shall take place at the annual meeting of members or at any special meeting called for that purpose, and shall be held by written ballot if there are more nominees than the number of trustees to be elected.
- Term. At the first election of trustees, one (1) trustee shall be elected for a term of one year, one-third of the trustees shall be elected for a term of two years, and one-third of the trustees shall be elected for a term of three years. Each subsequent trustee shall be elected for a term of three years, or until his earlier resignation, removal or death.
- Removal. The members may remove any trustee from office at any time, with or without cause, and elect a new trustee at the same time for the unexpired term of any trustee removed. Failure to so elect a new trustee shall be deemed to create a vacancy on the board of trustees.
- Vacancies. In case of a vacancy in the board of trustees, the remaining trustees by a unanimous vote may elect a successor who shall hold office for the unexpired term created by the vacancy. If the number of trustees should at any time be less than the number necessary to constitute a quorum, or the remaining trustees fail to agree promptly on a successor, than a special meeting of the members shall be called and held for the purpose of electing trustees.
- Trustees' Meetings. After each annual members' meeting, the trustees may meet for the purpose of organization, the election of officers, and the transaction of other business. Such meeting shall be held at the place and time fixed by the members at the annual meeting, and if a majority of the trustees are present at such annual meeting no prior notice of such meeting needs to be given to the trustees. The place and time of such organizational meeting may also be fixed by consent of all the trustees. Other meetings shall be held at such times and places as may be determined by the trustees. Special meetings of the trustees may be called by the chairman of the board, if one is elected, the president, or any two trustees.
- Notice of Meetings. The secretary shall give written notice either by personal delivery or by mail of the time and place of each meeting of trustees, other than the annual meeting, to each trustee at least two days before the meeting. Board of trustees meetings may be held at any place designated in the notice, within or without the State of Ohio. If mailed, such notice shall be deemed to have been given when deposited in the mail. The notice need not specify the purpose of the meeting, and the trustees may consider any matter at any meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
- Wavier of Notice. Any trustee may waive, in writing, notice of the time, place, and purpose of any meeting of trustees, either before or after the holding of such meeting. Such writing shall be filed with or entered upon the records of the Association. The attendance of any trustee at any such meeting without first protesting the lack of proper notice prior to or at the commencement of the meeting shall be deemed to be a waiver by him of notice of such meeting.
- Quorum. A majority of the number of trustees fixed at the previous members meeting shall constitute a quorum at all trustees meetings including meetings of the remaining trustees for the purpose of filling a vacancy in the board of trustees. The act of a majority of the trustees present at a meeting at which a quorum is present is the act of the board.
- Committees. The trustees may create from time to time such committees, standing or special, and give them such powers and authority as they shall deem appropriate. The trustees may create an executive committee of not less than three trustees and delegate to such committee any or all of its powers, except the power to fill vacancies among the trustees or any committee of the trustees. Each committee shall serve at the pleasure of the trustees, shall act only in the intervals between meetings of the trustees, and shall be subject to the control and direction of the trustees.
- Compensation. The trustees shall not receive compensation for their attendance at any regular or special meeting of trustees or any committee thereof as may be fixed from time to time by the trustees. However, the trustees may be reimbursed for their reasonable expenses incurred by meetings of the trustees or any committee thereof.
- Action Without a Meeting. Any action which may be authorized or taken at a meeting of the trustees may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the trustees who would be entitled to notice of such purpose. Any such writing shall be filed with or entered upon the records of the Association.
- Election. At each annual organizational meeting of trustees, the trustees shall elect a president, a secretary, a treasurer and, if desired, a chairman of the board, one or more vice presidents, and such other officers and assistant officers as may be deemed necessary. Any two or more of such offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the articles of incorporation or these regulations and/or the instrument requires execution, acknowledgment or verification by two or more officers.
- Term. The officers of the Association shall hold office until their successors are elected and qualified, or for such shorter period as the trustees may provide, but any officer may be removed at any time, with or without cause, by the trustees; provided, that the foregoing shall not be constructed to affect any valid contractual obligation of the Association to any officer. The trustees may fill any vacancy in any office at any time.
- Chairman of the Board. The chairman of the board, if one is elected, shall be a trustee, shall preside at all meetings of members and trustees, and shall have such other powers and duties as the trustees prescribe.
- President. The president shall be the chief executive officer of the Association and shall exercise supervision over the affairs of the Association and over its several officers subject to the control of the trustees. In the absence of or if a chairman of the board shall not have been elected, the president shall preside at all meetings of members and all meetings of trustees if he is a trustee. The president shall have such other powers and duties as the trustees may from time to time assign to him.
- Vice President. The vice president or vice presidents shall perform such duties as may from time to time be assigned to him or them by the trustees or the president. At the request of the president or in case of his absence or disability, the vice president, or, if more than one, one of the vice presidents in the order of their seniority, shall perform all of the duties of the president and when so acting shall have all of the powers of the president.
- Secretary/Treasurer. The duties of the secretary and the treasurer shall be those usually prescribed for such offices, and as may be assigned to them from time to time by the trustees or the president.
- Assistant Officers. Assistant and subordinate officers shall perform such duties as the trustees or the president may prescribe.
- Absence of Officers. In the absence of any officer of the Association or for any other reason the trustees may deem sufficient, the trustees may delegate any or all of the powers or duties of that officer to any other officer or to any trustee.
- Compensation. No officer shall receive compensation for the performance of his duties. He may, however, be reimbursed for his reasonable expenses incurred in the performance of his duties.
E. Indemnification of Trustees and Officers
- Indemnification. To the fullest extent authorized or required by law, including without limitation Ohio's Nonprofit Corporation Law as it may be amended, the Association shall indemnify any trustee, officer or volunteer of the Association whom it may indemnify pursuant thereto. The indemnification provided under this Section E shall continue as to a person who has ceased to be a trustee, officer, or volunteer of the Association, and shall inure to the benefit of the heirs, executors and administrators of such a person.
- Insurance. The Association may purchase and maintain insurance or furnish similar protection including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who 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, director, officer, employee, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether the Association would have the power to indemnify him against that liability under this Section E. Insurance may be purchased from or maintained with a person in which the Association has a financial interest.
F. Subdivision Seal
The Association shall have no seal unless the board of trustees adopts such a seal. If adopted, the seal shall be circular, about two (2) inches in diameter, and shall have the name of the Association engraved around the perimeter and the word "Seal" engraved across the diameter.
These regulations may be amended or repealed at any annual meeting of members or at any special meeting called for that purpose by an affirmative vote of the members owning 60% or more of the lots in the Subdivision. All amendments shall be placed in the Association's minute book immediately following these regulations.
Last Revised: July 1998