Eagles Cove Homeowners Association

By-Laws of the Eagles Cove Homeowners Association (ECHOA)

Section 1. Definitions

1.1 As used in these By-Laws, the following terms shall have the following meanings:
(a) Corporation shall mean Eagles Cove Home Owners Association Inc and shall include any person, corporation or association to which it may expressly assign its rights, or any of them, from time to time these By-Laws.
(b) Eagles Cove Subdivision shall refer to any of the property or lots described in two deeds, which are recorded in the Jefferson County, Kentucky, County Court Clerk's office on December 7, 1989 in Deed Book 5927 beginning on page 911 and in Deed Book 6317 beginning on page 114.
(c) Declaration of Covenents, Conditions and Restrictions shall mean any Declaration of Covenents, Conditions and Restrictions as amended from time to time, affecting any portion of Eagles Cove Subdivision, which are originally recorded in the Jefferson County, Kentucky, County Clerk's office on December 7, 1989 in Deed Book 5927 beginning on page 911 and in Deed Book 6317 beginning on page 114.
(d) Residential Unit shall mean each single family residential lot, the Owner(s) of which is(are) a member of the Corporation pursuant to any Declaration of Covenents, Conditions and Restrictions.

Section 2. Meetings

2.1 Annual Meeting. The annual meeting of the members shall be held during the month of January at a time designated by the Board of Directors.

2.2 Special Meetings. Special meetings of the members may be called
(a)at any time by the Board of Directors, or
(b)by members holding in the aggregate one-fifth of the voting power of all members

The secretary shall call a special meeting to be held at a time fixed by the secretary, but not less than ten days nor more than thirty-five days after the secretary shall have received
(a)a written request from the Board of Directors, or
(b)a petition signed by members holding in the aggregate twenty percent of the voting power of all members

If the secretary neglects or refuses to issue such call, then the call may be issued by
(a)any Director, or
(b)the members who signed the petition

2.3 Place of Meetings. Meetings of the members shall be held at a location designated by the Board of Directors.

2.4 Notice of Meetings. The secretary shall cause written notice of the time and place of each annual meeting of the members to be delivered, either personally or by mail, to the members entitled to vote not less than ten nor more than thirty days before the date of the meeting.

2.5 Waiver of Notice. The attendence of any member at any meeting of members without protesting the lack of proper notice shall constitute a waive of such notice.

2.6 Quorum. Members holding twenty percent of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum at a meeting of members.

2.7 Action Without Meeting. Any action required or permitted to be taken at any meeting of the members entitled to vote may be taken without a meeting, if a consent thereto in writing, setting forth the action so taken, is signed by all members entitled to vote and such written consent is filed with the minutes of proceedings of the members entitled to vote.

Section 3. Board of Directors

3.1 Powers, Number and Term of Office. The affairs of the Corporation shall be managed by a Board of not less than five or more than nine Directors. The term for each Director shall be set forth as follows: Three Directors will be elected for three year terms, three Directors will be elected for two year terms, and three Directors will be elected for one year terms of office. Beginning with the next annual meeting, successors to the Board are to be elected for only those vacancies created by the members of the Board whose terms have expired. Each Director elected will be elected for three year terms, until the date fixed pursuant to these by-laws for the next annual meeting of members and until a successor is elected and has accepted the election by either (a)acceptance in writing, or (b)being present and acting as a Director at either a regular or special meeting of the Board of Directors.

3.2 Vacancies. The office of a Director shall become vacant if because of death or resignation signed and delivered to the Corporation. Any vacancy in the Board of Directors may be filled for the unexpired term by a vote of the majority of the remaining Directors.

3.3 Meetings. A regular meeting of the Board of Directors shall be held immediately after the annual meeting of the members or any special meeting of members at which a Board of Directors is elected. Special meetings of the Board of Directors may be called by the President or by any two Directors.

3.4 Notice - Waiver. Notice of the time and place of each meeting of Directors shall be served upon or telephoned to each Director at least twenty-four hours, or mailed to each Director at her/his address as shown by the books of the Corporation at least forty-eight hours, prior to the time of the meeting. Notice of any meeting of Directors may be waived either before or after the meeting by any Director. The attendance of any Director at any meeting of Directors without protesting the lack of proper notice shall be deemed to be a waiver of notice of that meeting.

3.5 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent thereto in writing, setting forth the action so taken, is signed by members to the Board of Directors and such written consent is filed with the minutes of proceedings of the Board of Directors.

3.6 Non-Liability of Directors and Officers. The Corporation shall imdemnify and hold harmless each of the Directors and Officers and their respective Heirs, Executors, Administrators and Assigns from any liability for monetary damages for breach of their duties as a Director or Officer except in cases of self-dealing by such Director or Officer in cases of intentional misconduct or violation of Law or in cases where such Director or Officer derive an improper personal benefit.

The Corporation shall acquire and maintain adequate Directors and Officers Liability insurance coverage to fulfill the language of this By-Law.