Woodcrest Improvement Association

BY LAWS

By Laws of the Woodcrest Improvement Association

BYLAWS



OF



WOODCREST IMPROVEMENT ASSOCIATION



















September 27, 2003





BY LAWS

OF

WOODCREST IMPROVEMENT ASSOCIATION



TABLE OF CONTENTS



Article I ~ Name Domain………………………………………………………….. 3

Article II ~ Membership .………………………………………………………… 3

Membership/payment of dues/eligibility

Voting

Annual meeting

Article III~ Officers ……………………………………………………………… 3

Membership qualification and election

Quorum

Order of Business

Article IV ~ Election of Officers ……………………………………………. 4

Powers & Duties of the Second Vice President

Powers & Duties of the Secretary

Powers & Duties of the Treasurer

Absence or Disability of Officers

Nomination of Officers

Bond Election and appointment of officers

Suspension and removal

Powers & Duties of the President

Powers & Duties of the First Vice President

Article V – Committees…………………………………………………………… 6

Executive Committee

Nominating Committee

Membership Committee

Finance Committee

Communications Committee

Term of office

Record of Proceedings

Article VI ~ Miscellaneous …………………………………………………….. 8

Budget Process & Limitations

Contracts

Deposits, checks and Drafts

Expenditures

Conduct of Meetings

Article VII ~ Amendment of Bylaws …………………………………………… 9

Article VIII ~ General Covenants and Restrictions……………………… 9

Application

Restriction of Use

Business Use

Temporary Buildings

Maintenance

Parking and Maintenance of Vehicles

Recreation Equipment

Animals

Solid waste, garbage cans, trashcans & fuel storage tanks

Nuisances



BYLAWS



ARTICLE I



NAME/DOMAIN



Name. The name of the corporation shall be Woodcrest Improvement Association and the corporation is referred to in these Bylaws as the “Association.”



Domain. Subdivision located off of Highway 80 consisting of the following streets: Woodcrest Drive, Yorkshire Drive, Sunnybrook Drive, Lawnwood Drive, Shadeland Drive, Thornwood Drive, Lawnwood Court and Green meadow Drive.



ARTICLE II



MEMBERSHIP



Membership; Payment of Dues; Eligibility. The Association shall have one class of membership. Full membership shall be confined to resident homeowners located within the Association’s domain whose dues are current. Each resident household shall be limited to one membership. Only individuals with resident membership status shall vote on matters concerning the Association or serve in elective office. All dues shall be for the calendar year of the Association. Membership will not continue without the annual continuation of appropriate dues.



Voting. Each resident member shall be entitled to one vote on each matter submitted to a vote of the members. Any matter may be adopted by a majority vote of those present unless otherwise specified by these Bylaws.



Annual Meeting. An annual meeting of the members of the Association shall be held in Woodcrest Park, Managers Building each year at the time, place and date designated by the Association. At least thirty (30) days’ written notice shall be given for any annual meeting of members.



ARTICLE III



OFFICERS



Number, Qualification and Election. The business, affairs, and property of the Association shall be managed by its elected officials. President, First Vice President, Second Vice President, Secretary, Treasurer, Chaplain, Parliamentarian and member at large. Election of these offices will be held at the annual meeting.



Quorum. At all meetings it shall take a majority of those in office to constitute a quorum authorized to transact business. Any matter may be adopted by a majority vote of those present.



Order of Business:

Call to order.

Reading and approval of minutes.

President’s Report

Treasurer’s Report

Other officer and committee reports

Unfinished Business

New Business

Adjournment



ARTICLE IV



ELECTION OF OFFICERS



Election and Appointment of Officers. At the annual meeting, the members shall choose a President who shall be responsible for the general management of the Association’s affairs: a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer and any other officers which the Association may, from time to time, need. All of the officers so elected shall assume office upon election and shall hold office for one year until the annual meeting of the members following their election and until their respective successors shall be duly elected and shall qualify.



Suspension and Removal. Any officer of the Association may be removed or suspended, with or without cause, by a majority vote of the members at any duly called meeting of the members.



Powers and Duties of the President. The President shall serve as the honorary Mayor of the Woodcrest Improvement Association. It shall be the duty of the President to preside at all meetings of the Association. The President shall cause to be called regular and special meetings of the members in accordance with these Bylaws. The President shall supervise and control the management of the Association in accordance with the articles of Incorporation and these Bylaws. The President shall see that the books, reports, statements, and certificates required by law are properly kept, made, and filed according to law. The President shall sign, with any other proper officers, instruments, which may be lawfully executed on behalf of the Association except where required by law to be otherwise signed and executed.



Powers and Duties of the First Vice-President. The First Vice-President shall serve as the honorary “Vice Mayor” of the Woodcrest Improvement Association. The First Vice-President of the Association shall generally assist the President and shall perform those duties that may be assigned to him by the Association. In the event of the death, resignation, absence or inability of the President, the First Vice-President shall assume and discharge pro tempore the powers and duties of the President of the Association. The First Vice-President shall serve as chairman of the Nominating Committee. The First Vice-President shall serve on the membership committee and shall, in conjunction with the membership committee chairman, be responsible for determining the eligibility of members for the purposes of voting in elections or on issues that come before the membership.



Powers and Duties of the Second Vice-President. The Second Vice-President shall generally assist the First Vice-President and the Secretary and shall perform those duties that may be assigned to him by the Association. In the event of the death, resignation, absence or inability to act of the First Vice-President or the Secretary, the Second Vice-President shall assume and discharge pro tempore the duties of the First Vice-President or the Secretary.



Powers and Duties of the Secretary. The Secretary of the Association shall be ex officio Secretary of the Association. The Secretary shall keep and maintain in permanent form the minutes of all meetings of the Association. The Secretary shall have charge of the corporate books and records. The Secretary shall keep in safe custody the seal of the Association, and shall affix it to any instrument requiring the corporate seal. The Secretary shall give and serve notices for all meetings called pursuant to these bylaws for which notice is required to be given. The Secretary shall cause to be exhibited any and all data, records, correspondence, documents and any other information in his care or possession, whenever so requested by the President or the Association. The Secretary shall read all communications in meetings and conduct or oversee the correspondence of the Association and perform any other duties assigned by the Board or specified in these bylaws. In general, he shall perform all the duties incident to his office.



Powers and Duties of the Treasurer. The Treasurer shall have the care and custody of and be responsible for all the funds, securities, and evidences of indebtedness and other valuable documents of the Association. The Treasurer shall deposit all funds in the name of the Corporation in those banks, or trust companies, or other depositories, or in the safe deposit vaults that the Association may designate. The Treasurer shall serve as Chairman of the Finance Committee and shall render a statement of the condition of the finances of the Association at each meeting of the Association which the Association may request, and at any other times as shall be required of him. The Treasurer shall keep within his possession full and accurate books of account of all its business and transactions and any other books of account which the Association may require, and shall exhibit the books to the President of the Association upon request. In general, the Treasurer shall perform all the duties incident to the office.



Absence or Disability of Officers. In the event of the absence or disability of any officers, the Association may delegate his powers and duties for the time being to any other officer; provided, however, that if these bylaws provide for another officer to succeed to the office so vacated, the Association may not delegate those powers and duties unless the officer who is to succeed is absent or disabled.



Nomination of Officers. The Nominating Committee shall propose nominees for election as officers of the Association at least 30 days prior to the date set for the annual meeting. The names of those persons so nominated shall be included in the notice of the annual meeting at which such election will be held. Nominations for officers of the Association may also be made by a petition signed by not less than ten (10) resident members of the Association, provided that any such petition is received by the then current President seven (7) days in advance of the meeting at which the election is to be held.



Bond. The Association may by resolution require any or all officers of the Association to give bond to the Association, at the expense of the Association, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Association.



ARTICLE V



COMMITTEES



Executive Committee. There shall be an Executive Committee, which shall consist of the President, the First Vice-President, the Second Vice-President, the Treasurer, the Secretary, Parliamentarian and member at large. The Executive Committee may meet at stated times or on notice to all by the President. The Executive Committee shall have and may exercise the power of the Association in the management of the business and affairs of the Association, except that the Executive Committee shall not have the authority of the Association in reference to the following matters: amending, altering or repealing the bylaws; electing, appointing or removing any member of the Executive Committee or any director or officer of the Association; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another Association; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any action or resolution of the Association which by its terms provides that it shall not be amended, altered or repealed by such committee.



It is intended that the Executive Committee may act upon all matters and measures of relatively minor importance or which require immediate action or attention. The committee shall refer, with recommendations, to the Association at its first subsequent meeting, all matters of major importance and those matters which do not require immediate action. The Executive Committee may accept on behalf of the Association any contribution, gift, bequest or devise of real or personal property for the general purposes or for any special purpose of the Association.



Standing Committees. In addition to the Executive Committee, the following standing committees are hereby established:



Nominating Committee: This committee shall perform the duties described in these bylaws and any other responsibilities assigned by the Association.



Membership Committee: The duties of this committee shall include, but not be limited to, maintaining up-to-date membership and mailing lists, maintaining an up-to-date list of resident members eligible to vote, preparing dues notices, organizing and implementing membership drive, events and mailings for the purpose of increasing the general membership of the Association and any other responsibilities assigned by the Association.



Finance Committee: The duties of this committee shall include, but not be limited to, general management and oversight of the Association finances, preparation and presentation to the Association of a budget for the next succeeding fiscal year of the Association on or before December 1, of the year preceding such fiscal year, assisting the Treasurer in performing those duties outlined in these bylaws and any other responsibilities assigned by the Association.



Communication Committee: The duties of this committee shall include, but not be limited to, attending to any publicity occasioned by regular or special meetings or events, projects or programs that foster the interest of the public in the association, setting up a telephone calling tree, publishing the newsletter, coordinating and disseminating press releases and news stories approved by the Executive Committee, coordinating any publications of the Association and any other responsibilities assigned by the Association.



Courtesy Committee: The purpose of the Woodcrest Improvement Association Courtesy Committee is to lend itself to the bonding of the neighborhood. Love, compassion and concern will be extended to all neighbors. Primary concern will be shown through prayer and attention to bereaved families.



Members to these committees shall be appointed by the President at or immediately after each annual meeting to serve until the next annual meeting and until their successors are appointed.



Term of Office. Each member of a committee shall serve as such until the next annual meeting and until his successor is appointed, unless the committee shall be sooner terminated or he resigned as a member of the committee or unless provided otherwise in the resolution establishing the committee.



Record of Proceedings. Any committee established herein or by the resolution of the Association shall keep minutes of its acts and proceedings. These minutes shall be submitted to the next succeeding meeting of the Association for approval, but failure to submit or to receive approval of these minutes shall not invalidate any action taken upon authorization contained in them.



ARTICLE VI.



MISCELLANEOUS



Budget Process and Limitations. The fiscal year for the Association shall be January 1 through December 31. A budget for each fiscal year shall be prepared by the Treasurer in consultation with the President and the Finance Committee and submitted for the consideration of the Association no later than December 1 in the preceding fiscal year. A final budget shall be adopted prior to the beginning of each fiscal year. The budget may be amended by the Association from time to time throughout each fiscal year as circumstances may require.



Contracts. The Association may authorize any officer or officers, agent or agents, employee or employees to enter into any contract or other instrument on behalf of the Association, and the authority granted may be general or confined to specific instances. Except as authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit or to render it liable for any purpose or for any amount.

Deposits, checks and Drafts. All checks and drafts or funds of the Association shall be deposited from time to time to the credit of the Association in such banks, or trust companies, or to other depositories as the Association may from time to time designate. All checks shall be drawn out of the regular checkbooks of the Association and upon the stub of each check; the purpose and amount for which the check is drawn shall be specified. All checks, notes, drafts, bills of exchange, acceptances or other orders for the payment of money or other evidences of the indebtedness of the Association, shall be signed by such officer or officers or other individual as shall from time to time be designated by resolution of the Association. In the absence of such designation by the Association, such instruments shall be signed by the Treasurer and counter-signed by the President, First Vice-Present or Second Vice-President.



Expenditures: No officer or member of the Association shall have authority to contract any obligation for the Association or to expend any money of the Association unless the contract or commitment has been authorized by the Association or by specific resolution at a duly called meeting of the Association; and unless the Association has made an appropriation of funds for the purpose.



Conduct of Meetings. All meetings of the Association shall be conducted generally in accordance with the parliamentary procedures outlined in Robert’s Rules of Order, Revised.



ARTICLE VII



AMENDMENT OF BYLAWS



The members shall have power to make, amend, and repeal the bylaws of the Association, by a vote of two-thirds of the members present, at any regular or special meeting of the Association at which a quorum is present, provided that notice of the proposed action shall have been included in the notice of the meeting. A proposed amendment shall be submitted in writing to the Association and signed by at least four (4) resident members of the Association. Amendments may also be proposed by the Association. The Association may not, however, alter, amend, or repeal any bylaws so as to void the limitations of the articles of incorporation or the Alabama Nonprofit Corporation Act.



ARTICLE VIII



GENERAL COVENANTS AND RESTRICTIONS



Application: The covenants and restrictions contained in this Article VIII shall pertain and apply to all Lots and Homes located in Woodcrest Subdivision.



Restriction of Use: Lots may be used for single-family residences only and for no other purpose.



Business Use: No trade or business of any kind may be conducted in or from a Lot, except that the Owner or Occupants of a Residence may conduct such business activities within the Residence so long as (1) the existence or operation of the business activity is not apparent or detectable by sight, sound, or smell from the exterior of the Lot; (2) the business activity conforms to all zoning requirements for the subdivision; (3) the business activity is consistent with the residential character of the subdivision; and (4) the business activity does not constitute a nuisance or a hazardous or offensive use, as may be determined in the sole discretion of the Association. The terms “business” and “trade,” as used in this provision, shall be construed to have their ordinary, generally accepted, meanings, and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider’s family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (1) such activity is engaged in full or part time; (2) such activity is intended to or does generate a profit; or (3) a license is required therefore. Leasing of the structure on the Lot shall not be considered a business activity volatile of this Section.



Temporary Buildings: No temporary building, trailer, garage, or building under construction on any Lot shall be used, temporarily or permanently, as a residence except as temporary sleeping or living quarters required or desirable for security purposes in accordance with plans and specifications approved by the City of Montgomery.



Maintenance: Each owner shall keep and maintain each Lot and Structure owned by him, as well as all landscaping located thereon, in good condition and repair, including, but not limited to, (1) the repairing and painting (or other appropriate external care) of all structures, (2) the seeding, watering and mowing of all lawns, and (3) the pruning and trimming of all trees, hedges and shrubbery so that the same are not obstructive of a view by motorist or pedestrians of street traffic. Notwithstanding the foregoing, the maintenance required hereunder shall also extend from the boundary of a Lot to the curb of the street bordering said Lot.



Parking and Maintenance of Vehicles: Vehicles owned or used by Owners or Occupants of a Residence shall be parked on the driveway serving the Residence, and not on the streets of the Subdivision. No vehicle may be parked on any area in the Subdivision which is not paved. No garage may be enclosed for the purpose of living space without first providing for the replacement of the existing garage. All vehicles parked outside of a garage or driveway must be properly licensed and in working order, and no vehicles maintenance may be conducted outside of a garage.



Recreational Equipment: Recreational and playground equipment shall be placed or installed only upon the rear of a Lot. Basketball goals shall be placed in such locations as are safe for use.



Animals: No agricultural animals may be kept on any Lot, and no animals, including birds, insects, and reptiles, may be kept on any LOT unless kept thereon solely as household pets and not for commercial purposes. No animal shall be allowed to become a nuisance. No structure for the care, housing, or confinement of any animal shall be constructed, placed, or altered on any Lot unless plans and specifications for said structure have been approved.



Solid Waste, Garbage Cans, Trash Cans, and Fuel Storage Tanks: No person shall dump rubbish, garbage, or any other form of solid waste on any LOT or on Common Property or within the right-of-way of any street in the Subdivision.



Except during approved construction and as approved by the appropriate governmental authority, no person shall burn rubbish, garbage, or any other form of solid waste on any Lot or on Common Property or within the right-of-way of any street in the Subdivision.



Except for building materials employed during the course of construction of any structure approved by the appropriate governmental authority, no metals, bulk materials, or solid waste of any kind shall be kept, stored, or allowed to accumulate on any Lot unless screened or otherwise handled in a manner that creates a safe and healthy environment.



If rubbish, garbage, or any other form of solid waste is to be disposed of by being collected on a regular and recurring basis, containers may be placed in the open on any day that a pickup is to be made in order to provide access to persons making such pickup. At all other times such containers shall be screened or enclosed in a manner set forth in City codes.



Nuisances: No noxious or offensive activity shall be carried on upon any Lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to anyone in the neighborhood.





















THESE BYLAWS ADOPTED and ENACTED this the 27th day of September 2003.



______________________________________

President



_______________________________________

First Vice President



________________________________________

Second Vice President



________________________________________

Treasurer