ENPOA Code of By-Laws

FOR REFERENCE ONLY – NOT OFFICIAL DOCUMENT

CODE OF BY-LAWS OF

EAGLE NEST PROPERTY OWNERS’ ASSOCIATION

Approved and filed October 15, 1993

Amendment June 8.1 976; Article 1X, section 9.0 1

Amendment October 11,1976; Article V, Section 5. 11 added

Amendment March 15, 1979; Article V, Section 5.01

Amendment December IS, 1993; Article V, Section 5.08, Clause 5.082

and Article IL Section 2.03

ARTICLE I: Definitions

As used in this Code of By-Laws:

Section 1.01. Association. The term “Association’ shal1 mean Eagle Nest Property Owners’ Association. Inc.

Section 1.02. Act. The term ‘Act” shall mean the Indiana Not-For-Profit Corporation Act of 1971, as amended from time to time.

Section 1.03. Articles of Incorporation. The term “Articles of Incorporation’ shall mean the Articles of Incorporation of the Association, as amended from time to time.

Section 1.04. Code of By-Laws. The term “Code of By-Laws shall mean the Code of By-Laws of the Association, as amended from time to time.

Section 1.05. Project. The term “Project” shall mean the subdivision known as Eagle Nest, which is situated in Marion County, Indiana.

ARTICLE II: Identification

Section 2.01. Name. The name of the Association is Eagle Nest Property Owners'

Association, Inc.

Section 2.02. Principal Office and Resident Agent. The location of the principal

office of the Association and the designation of the resident agent of the Association shall be as specified in the Articles of Incorporation, unless, after the adoption of the Articles of Incorporation, such location or such designation or both shall be changed in accordance with the requirements of the Act, in which case the notice of the change that is required by the Act (and the more or most recent of such notices, if two or more shall have been filed) shall be conclusive as to the matters covered by such notice.

Section 2.03. Fiscal Year. The fiscal year of the Association shall begin on the

first day of January in each year and end on the last day of December in the next

subsequent calendar year.

ARTICLE III: Membership

Section 3.01. Qualifications for membership. The qualifications for membership and associate membership in the Association shall be those prescribed in the Articles of Incorporation.

Section 3.02. Evidence of Membership. The Board of Directors of the Association shall have the power (but not the duty) to cause the issuance of evidences of membership and Associate membership in the Association to the members and associate members thereof in such form as the Board of Directors shall prescribe. As of the date of the adoption of this Code of By-Laws, the Board of Directors has taken no action (except the adoption of this By-Law) in respect of evidence of membership or associate membership in the Association.

Section 3.03. Privileges of Membership. The members and associate members of

the Association (and any person who both belongs to the family of a member or associate member and has the same residence as the member or associate member to whose family he belongs, and any person who is a guest of a member or associate member of the Association) shall have the privilege of using the areas designated as commons areas in the plats of the Project, and any other recreational facilities within the Project that are owned by the Association, in accordance with the restrictive covenants for the Project, the Articles of Incorporation, and any such other rules for the use of such facilities adopted from time to time by resolutions of the Board of Directors of the Association.

ARTCILE IV: Meetings of members:

Section 4.01. Place of Meetings. Any meeting of the members of the Association may be held at any place within Marion County, Indiana. The place at which a particular meeting of the members is to be held shall be stated in the notice of that meeting.

Section 4.02. Annual Meeting. The annual meeting of the members of the Association for the election of Directors whose terms have expired, and for the transaction of such other business as may properly come before the meeting, shall be held at seven o’clock in the evening of the second Monday in June of each year, if that day shall not be a legal holiday, and, if it shall be a legal holiday, then on the first following day that shall not be a legal holiday. Failure to hold the annual meeting at the designated time shall not work any forfeiture of the charter, or dissolution, of the Association.

Section 4.03. Special Meetings. A special meeting of the members of the Association may be called by the President, by a majority of the Board of Directors, or by a written petition signed by a person who has, or persons who have, the right (under the Articles or Incorporation and the Code of By-Laws) to cast one-half (1/2) of the votes on any question upon which the vote of the membership of the Association shall be required or desirable.

Section 4.04. Notice of Meetings. A written or printed notice stating the place, day and hour of the meeting and in the case of a special meeting (or when required by any provision of the Act or Articles of Incorporation, or by any other provision of the Code of By-Laws), the purpose for which such meeting shall have been called, shall be delivered or mailed by the Secretary to each person (or group of persons constituting a tenancy by the entireties, a joint tenancy, or a tenancy in common) owning a numbered lot in the Project at least ten (10) days before the date of the meeting. Unless the Secretary shall have been otherwise notified in writing, adequate notice of a meeting shall be deemed to have been given to any member if said notice is mailed to the address of the member supplied by such member to the Association for the purpose of such notice. Notice of any meeting of members may be waived in writing and filed with the Secretary of the Association before the time of the meeting, at the time of the meeting, or after the time of the meeting, or by attendance in person.

Section 4.05. Voting at Meetings.

>> Clause 4.051. Voting Rights. The voting rights of the members of the Association shall be as prescribed in the Articles of Incorporation.

>> Clause 4.052. Method of Voting. A vote attributable to a numbered lot in the Project shall be cast as follows:

(a) If the lot is owned by one person, the vote shall be cast by that one person

(b) If the lot is owned by more than one person, either as tenants in common, as joint tenants, or as tenants by the entireties, the vote attributable thereto shall be deemed properly cast if cast by any one of the tenants in the absence of any objection, or contrary vote, by any other of them.

(c) If a lot is owned by more than one person, either as tenants in common, as joint tenants, or as tenants by the entireties, and if two or more of them desire that the vote attributable to that lot be case in different ways, or one of them desires that it not be case, then the vote attributable thereto shall be deemed properly cast if cast by not less than a majority in number of the tenants.

>> Clause 4.053. Proxies. Any person who is entitled to vote (as the sole owner of a numbered lot in the Project or as one of a group of tenants by the entireties, joint tenants, or tenants in common owning such a lot) at any meeting of the members of the Association may vote in person or by proxy executed in writing or by a duly

authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided for upon the face of the proxy instrument.

>> Clause 4.054. Quorum. A quorum shall be deemed to be present at any annual meeting of the members of the Association if at such meeting of the owners of not less than ten (10) of the numbered lots in the Project are present. A quorum shall be deemed to be present at any special meeting of the members of the Association if, at such meeting the owners of not less than twenty (20) of the numbered lots in the Project are present. For the purposes of this Clause 4.054, the owner of a lot shall be deemed to be present at a meeting if any owner of that lot is present in person or by proxy or by attorney in fact, whether the tenant so present is a sole owner, a tenant in common, a joint tenant, or a tenant by the entireties.

ARTICLE V: The Board of Directors

Section 5.01. Qualification and Election. The affairs of the Association shall be managed first by a Board of three (3) Directors. Each member of the first Board of Directors designated in the Articles of Incorporation shall serve for a term of three (3) years. Thereafter, the number of members of the Board of Directors shall be elected by the members of the Association, voting in accordance with the Articles of Incorporation and the Code of By-Law. At the June 1979 Annual Meeting, members shall vote for four (4) Directors serving two (2) year terms, and one (1) director for one (1) year term. Thereafter, all Directors shall be elected for two (2) year terms.

Section 5.02. Vacancies. Any vacancy that shall occur in the Board of Directors by death, resignation, or otherwise shall be filled by a majority vote of the remaining Directors, and the Director so chosen shall serve the unexpired portion of the term for which the person who he is replacing shall have been elected or chosen.

Section 5.03. Annual Meeting. The Board of Directors shall hold an annual meeting immediately after the annual meeting of the members of the Association, for the purposes of organization. election of officers, and the consideration of any other business that is brought before the meeting. The failure to hold an annual meeting at the designated time shall not work any forfeiture of the charter, or dissolution, of the Association.

Section 5.04. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President and shall be called on the written request of any two (2) Directors.

Section 5.05. Notice of Special Meetings. A written or printed notice stating the place, day and hour of the annual or a special meeting shall be delivered or mailed by the Secretary to each Director at least three (3) days before the date of the meeting. Notice of any meeting of Directors may be waived by any Director in writing filed with the Secretary before the time of the meeting, at the time of the meeting, or after the time of the meeting, or by attendance in person.

Section 5.06. Place. All meetings of the Board of Directors of the Association shall be held at such place as may be specified in the respective notice, or waivers of notice, thereto.

Section 5.07. Quorum. A majority of the whole Board of Directors shall be necessary to constitute a quorum thereof, except for the filling of vacancies, which shall require a majority of the existing Directors for a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 5.08. Powers and Duties of Directors.

>> Clause 5.081. Powers. The power of the Board of Directors shall include but not be limited to:

(a) the power to adopt and publish rules and regulations governing the use of those parts of the Project that are or will be owned by, or are otherwise under the control of, the Association; and

(b) the power to exercise for the Association all the powers and duties of the Association whose exercise is not reserved or committed to the membership of the Association by the Code of By-Laws or the Articles of Incorporation.

>> Clause 5.082. Duties. The duties of the Board of Directors shall include, but not be limited to, the duty to fix prior to the first day of January in each year, the amount of the annual charge that is to be made against each member of the Association pursuant to the provisions for such a charge that are contained in the Articles of Incorporation and in the subdivision plats of the Project.

Section 5.09. Adoption of Rules and Regulations. The Board of Directors shall adopt rules and regulations relating to the use and enjoyment of the streets, commons areas, and any other recreational facilities within the Project that are owned by the Association.

Section 5.10. Committees. The Board of Directors may create such temporary

and standing committees as it shall deem necessary, and shall assign to each committee so created such duties as the Board of Directors shall consider proper for assignment to such committee. The Board of Directors shall choose committee members from the membership of the Association, and each such committee member shall serve at the pleasure of the Board of Directors.

Section 5.11. Indemnification and Insurance. This Corporation shall indemnify any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation against liability and expense actually and reasonably incurred by him in connection with the defense of any action, suit of proceeding, civil or criminal; the terms “liability” and “expense” shall include, but shall not be limited to attorneys’ fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a director, officer employee or agent, in which he is made or threatened to be made, a party by reason of being or having been in any such capacity, or arising out of his status as such, except in relation to matters to which he is adjudged in such action, suit or proceeding, civil or criminal, to be held liable for negligence or misconduct in the performance of duty to the Corporation; provided, however, that the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation against liability for wrongful acts, including negligence of misconduct, asserted against him or incurred by him in any such capacity, or arising out of his status as such.

ARTICLE VI: Officers of the Association

Section 6.0.1. Number. The officers of the Association shall be a President, a Secretary and a Treasurer, and, in addition, the Directors may choose not more than two Vice Presidents and not more than two Assistant Secretaries. Any person may hold two (2) offices at the same time except the offices of President and Secretary. No officer, except the President, need be a Director.

Section 6.0.2. Election and Term of Office. The officers shall he chosen annually

by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold his office until his successor shall have been chosen and qualified, or until his death, resignation, or removal.

Section 6.03. Removal. Any officer may be removed, with or without cause, at

any time, by a vote of not less than two  (2) Directors, at a special meeting of the Board of Directors called for the purpose of considering the removal.

Section 6.04. Vacancies. Any vacancy in any office because of death,

resignation, or removal, or otherwise caused, shall be filled for the unexpired portion of the term by a person chosen by the Board of Directors.

Section 6.05. The President. The President, who shall be chosen from the

Directors, shall have active executive management of the operations of the Association, subject, however, to the control of the Board of Directors. He shall, in general, perform all duties incident to the office of President and such other duties as, from time to time, may be assigned to him by the Board of Directors.

Section 6.06. A Vice President. A Vice President shall have such powers and

perform such duties as the Board of Directors may prescribe or as the President may delegate to him. In the case of absence or inability to act as the President, a Vice-President shall temporarily act in his place.

Section 6.07. The Secretary. The Secretary shall keep, or cause to be kept, in books that shall be provided for the purpose and shall remain in the Secretary's custody, the minutes of the meetings of the members of the Association and of the Board of Directors; shall at all times keep at the principal office of the Association a complete and accurate list of the names and addresses of all members of the Association; shall attend to the giving of all notices in accordance with the provisions of this Code of By-Laws and as required by law, shall be the custodian of the records (except the financial records) of the Association and of any die or other instrument usable in affixing any seal of the Association to paper; shall affix the seal of the Association (by means of a die or by hand) to every document whose execution on behalf of the Association under its seal shall have been properly authorized; and shall, in general, perform any duties incident to

the office of Secretary and such other duties as, from time to time, may be assigned to him or her by the Board of Directors or the President.

Section 6.08. An Assistant Secretary. An Assistant Secretary shall have such powers and perform such duties as the Board of Directors may prescribe or as the

President may delegate to him.

Section 6.09. The Treasurer. The Treasurer shall be the financial officer of the

Association; shall keep, or cause to be kept, in books that shall be provided for the purpose and shall remain in the Treasurer’s custody, complete books and records showing the financial condition of the Association and shall keep a separate financial account of each member of the Association; shall have charge and custody of, and be responsible for all funds of the Association and shall deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Association from any source; shall disburse the funds of the Association in accordance with the instructions of the Board of Directors of the Association; shall render to the President, on request, an account of all his transactions as Treasurer and of the financial condition of the Association; and shall, in general, perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him by the Board of Directors or the President.

ARTICLE VII: Corporate Books and Records

Section 7.01. Place of Keeping, in General. Except as otherwise provided by the

laws the State of Indiana or this Code of By-Laws, the books and records of the

Association may be kept at such place or places as the custodian thereof may select, but all of such books and records shall be open for inspection by any member of the Association for proper purposes at any reasonable time.

ARTICLE VIII: Execution of Checks and Contracts

Section 8.01. Execution of Checks. Every check for the payment of money of

the Association, and every promissory note of the Association, shall, unless otherwise ordered by the Board of Directors or required by law, be signed by the Treasurer of the Association.

Section 8.02. Execution of Contracts. Every contract (in addition to those

mentioned above in this Code of By-Laws) to which the Association shall be a party, shall be executed in its name by its Resident or Vice Resident and attested by the Secretary or an Assistant Secretary, and the Secretary or an Assistant Secretary shall, when doing so shall be appropriate, affix the seal of the Association to such contract.

ARTICLE IX: Amendments

Section 9.01. In General. The power to add to, alter, amend or repeal (wholly or

in part) this Code of By-Laws is vested in the Board of Directors. The affirmative vote of a majority of Directors shall be necessary to effect any addition to, or alteration; amendment or repeal of, this Code of By-Laws.