Fox Run Neighborhood Association

By-Laws of FRNA

October 23, 2002, Headlines

BY – LAWS

OF

FOX RUN NEIGHBORHOOD ASSOCIATION, INC.


ARTICLE I

NAME

The name of the Association shall be FOX RUN NEIGHBORHOOD ASSOCIATION, INC., hereinafter referred to as Association.


ARTICLE II

BOUNDARIES

The boundaries for the Association are set out in Exhibit I attached hereto.


ARTICLE III

PRINCIPAL OFFICE

The principal office of the Association shall be located in Fox Run Addition, an addition to Oklahoma City, Oklahoma.


ARTICLE IV

PURPOSE

The purpose of the Association is to establish an organization of residents to act as one united group with the objective of achieving benefits for the entire neighborhood which could not be accomplished by individual effort. As a united organized group, the goals are: to enhance and elevate property values and maintain the area; protect against the invasion of business, apartments, or other similar conditions, either in or adjacent to our neighborhood, which could be detrimental to the area; and provide a system of neighborhood government where every individual can participate in the control over our environment and the planning of the community’s future.

The Association shall operate exclusively for the purpose of improving and beautifying the Fox Run neighborhood area, educating members in the prevention of residential burglaries and vandalism, supporting compliance with zoning codes and ordinances applicable to the area, and improving neighborhood and community relationships.


ARTICLE V

MEMBERSHIP

Any owner of record of real estate within the Association boundaries becomes a member upon acquiring said real estate. Membership is terminated upon subsequent transfer of ownership of qualifying real estate.


ARTICLE VI

MEETINGS OF MEMBERS

An annual meeting of the members shall be held during the first week of May, the time and place to be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting.

All meetings of members shall be held at the registered office of the Association, or at such other place designated by the Board of Directors.

Upon the request in writing of the President, or a majority of the Board, or ten percent (10%) of the then members, it shall be the duty of the Secretary to call a special meeting of the members, scheduled within thirty (30) days of the receipt of such written notice.

Notice of time, place, and purpose of the annual and special meetings shall be given by mailing a written or printed notice of the same at least ten (10) days prior to the meeting, with postage prepaid, to each member, addressed to his last known post office address. If mailed, the notice shall be deemed to be delivered when~ deposited in the United States mails. Monthly meetings of an informal nature may be held on call of the
President upon such notice as the President deems advisable; however, no issue shall be voted upon without the notice provision provided above.

One-third (1/3) of the membership entitled to vote thereat, or sufficient proxy votes from absent members to constitute one-third (1/3) of the total membership when combined with those present, shall be necessary to constitute a quorum at meetings of members. When a quorum is present at any meeting, a majority of the votes represented thereat shall decide any question brought before such meeting. In the absence of a quorum those present shall give notice to all members of the time and place of an adjourned meeting; and at the adjourned meeting, whatever members are present shall constitute a quorum.



ARTICLE VII

DIRECTORS

Duties: The Directors shall represent the member households within his/her designated block, shall distribute information concerning Association business, and shall serve without compensation.

Authority: The Board of Directors shall have entire charge of the property, interest, business, and transactions of the Association with full power and authority to manage, control and conduct same as provided by the terms of these By-Laws unless prohibited by statute or the restrictive covenants covering the addition.

The Board of Directors may appoint standing or temporary committees with such powers as the Directors see fit. The committees shall report verbally or in writing of their transactions to the Board at their regular meeting or upon request.

The Board of Directors shall appoint an Executive Committee composed of the officers of the Association and two Directors who are not officers. The Executive Committee shall have all the powers of the Directors in the interim between meetings of the Board, except the power to amend or repeal the By-Laws.

Number and Term of Office: The Board of Directors shall consist of one (1) Director from each block division within the Association boundaries. The participating membership of each numbered block shall elect one (1) Director from the membership of that block. Such block elections shall require ten (10) days’ written notice to be given by the existing block captain or other member of the block. The Director shall serve in a dual capacity, both as Director on the Board and as Block Captain to his respective block.

Directors from odd numbered blocks will serve until September 30,
(even numbered years). Directors from even numbered blocks shall serve until September 30, (odd numbered years). At the expiration of these terms, Directors will be elected to serve two-year terms. Election of Directors from odd numbered blocks shall be during September of even numbered years;

Directors from even numbered blocks shall be during September of odd numbered years. Terms shall run from October 1 of the effective date of the term until September 30, two years thereafter.

Vacancies: Any vacancy occurring in the Board of Directors through death, resignation, disqualification, disability or other cause will be filled for the unexpired term by an election of the respective block members within thirty (30) days of such vacancy.

Removal: A Director may be removed from office by a majority vote of the members of his block. The Board of Directors may also declare a directorship vacant by two-thirds (2/3) vote if a Director fails to perform the responsibilities of that office. Three (3) successive absences of any Director from meetings of the Board shall terminate the person’s office as a Director.

Regular Meetings: A regular annual meeting of the Board of Directors for the purpose of election of officers of the Association and the transaction of any other business coming before such meeting shall be held each year at a date specified following the adjournment of the annual members meeting.

The first meeting of the Board of Directors shall be held within twenty (20) days following the ratification of these By-Laws for the purpose of organization and election of officers. Thereafter, the annual meeting of the Board of Directors shall be at a specified date following the annual members meeting. The original officers shall serve from the time of their election until the annual Board of Directors’ meeting in April.

Special Meetings: Special meetings of the Board of Directors may be held at any time on call of the President or if he be absent or unable to act, by any other officer in the order of their seniority, provided five (5) days’ prior notice be given.

Quorum: At all meetings of the Board, a quorum shall consist of one-third (1/3) of the entire number of Directors and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except as may be otherwise specifically provided by statute or by these By-Laws. Less than one-third (1/3) of the Board present at any regular or special meeting may, in the absence of a quorum, adjourn to a later date but may not transact any business until a quorum has been secured. At any adjourned meeting at which a required number of directors shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Election of Officers: At the regular annual meeting of the Board of Directors following the members’ annual meeting each year, the Board of Directors shall elect a president, a vice president, a secretary, and a treasurer to serve for the ensuing year and until the election of their respective successors. These officers shall be filled from the general membership of the Association.

An individual serving as a director may also be elected as an officer. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Officers of the Association shall serve without compensation.

Order of Business: The order of business at the annual meetings and so far as practical at all other meetings of the Directors shall be as follows:

(1) Calling meeting to order;
(2) Proof of Notice of Meeting;
(3) Reading of any unapproved minutes;
(4) Reports of officers and directors;
(5) Reports of committees;
(6) Election of committees;
(7) Unfinished business;
(8) New business; and
(9) Adjournment.


ARTICLE VIII

OFFICERS

Term of Office and Removal: The officers of the Association shall hold office for the term of one (1) year commencing January 1, or until their successors are chosen and qualify in their stead. Any officer or agent elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors.

Vacancies: If the office of an officer or officers becomes vacant f or any reason, another member of the Association shall be elected to fill the vacancy for the unexpired term by the affirmative vote of the majority of the whole Board of Directors.

The President: The president shall exercise the duties of supervision and management of the business and shall preside at all meetings of the members and directors.

He shall sign or countersign, as may be necessary, all such bills, notes, checks, contracts and other instruments as may pertain to the ordinary course of the Association’s business and shall with the secretary, sign the minutes of all members’ and directors’ meetings over which he may have presided.

At the r~gUlar annual meeting of the members the president shall submit a complete report of the operations of the Association’s affairs as existing at the close of each year and shall report to the Board of Directors from time to time all such matters coming to his attention and relating to the interest of the Association as should be brought to the attention of the Board.


The president shall be an ex officio member of all standing committees; he shall have such usual powers of supervision and management as may pertain to the office of the president and perform such other duties as may be properly required of him by the Board of Directors.

The Vice President: In the absence of the President occasioned by inability, absence from city, failure or refusal to act, the Vice President shall perform all duties which should be performed by the President were he present.

The Secretary: The Secretary shall attend all sessions of the Board of Directors and all meetings of the members, and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall issue or cause to be issued calls for meetings of members and directors and shall notify all officers and directors of their election. He shall keep the usual Association books and records. He shall also sign with the President or Vice President all contracts, licenses, and other instruments when so ordered. He shall make such re~arts to the Board of Directors as they may request and shall also prepare such reports and statements as are required by the laws of the State of Oklahoma and shall perform other duties as may be prescribed by the Board of Directors. He shall allow any member, on application during reasonable hours, to inspect any records of the Association including minutes of meetings, financial records and membership rolls. He shall attend to such correspondence and do such other duties as may be incidental to his office or as may be properly assigned to him by the Board of Directors.

The Treasurer: The Treasurer shall have the custody of all moneys and securities of the Association and shall cause to be kept regular books of account. He shall cause to be disbursed the funds of the Association in payment of the just demands against the corporation or as are ordered by the Board of Directors and shall see that proper vouchers are taken 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. He shall perform all duties incident to his office or which are properly required of him by the Board of Directors.

Delegation of Duties: In case of the absence of any officer of the Association or for any other reason that the Board of Directors may deem sufficient, the Board may delegate, for the time being, the power of duties, or any of them, of such officer to any other officer or to any director provided a majority of the entire Board concur therein.


ARTICLE IX

FISCAL YEAR

The fiscal year of the Association shall be January 1 through December 31.


ARTICLE X

CHECKS

Checks or demands for money and notes of the corporation shall be signed by such officer or officers, or agents, as the Board of Directors may, from time to time, designate.



ARTICLE XI

ANNUAL REPORT TO MEMBERS

At each annual membership meeting the Directors shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the Association.


ARTICLE XII

NOTICES

Form of Notices: Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer, or member, it shall not be construed to mean personal notice; but such notice may be given in writing, by mail, by depositing the same in the United States mail in a postpaid sealed wrapper, addressed to such director, officer, or member at such address as appears on the books of the Association, or in default of other address, to such director, officer, or member at the general post office in Oklahoma City, Oklahoma; and such notice shall be deemed to be given at the time when the same be thus mailed.

Waiver of Notice: Any member, director, or officer may waive any notice required to be given under these By-Laws by a written waiver signed by the person, or persons, entitled to such notice, whether before or after time stated therein, and such waiver shall be deemed equivalent to the actual giving of such notice.


ARTICLE XIII

AMENDMENTS

Who May Amend: These By-Laws may be amended, altered, changed or repealed at any regular or special membership meeting by the affirmative vote of a majority of the required quorum if notice of the proposed amendment, alteration, change or repeal has been contained, in the notice of the meeting.


ARTICLE XIV

EXPENDITURES - DISPOSITIONS - INDEBTEDNESS

The Board of Directors’ and Officers’ financial authority shall be limited to Two Hundred Dollars ($200.00) for any single project and to Eight Hundred Dollars ($800.00) accumulative expenditures, commitment of indebtedness, or disposition of Association assets valued above these amounts during any one (1) fiscal year unless previously budgeted for and approved at a membership meeting. Any expenditures, indebtedness, or dispositions in excess of these amounts must be approved at a membership meeting.





These By-Laws have been amended in compliance with ARTICLE XIII of the above, by a majority vote of Officers and Members. The affected Article and the date of modification are noted below.

Article VII – Directors (Number and Term of Office) Tuesday September 22, 1992
Article IX – Fiscal Year Tuesday September 22, 1992.
Article X – Checks. Tuesday September 22, 1992.
Article IV – Purpose Tuesday April 25, 2002
Article V – Membership Tuesday April 25, 2002






















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