SUMMER HAVEN LAKE ASSOCIATION, INC.,
A NEBRASKA CORPORATION
SECTION 1. OFFICES. The Corporation may have such offices as the Board of Directors may designate or as may from time to time be necessary or convenient for the conduct of its affairs.
SECTION 2. REGISTERED OFFICE. The registered office of the Corporation required by the Nebraska Business Corporation Act to be maintained in the State of Nebraska may be, but need not be, identical with the principal office of the Corporation in the State of Nebraska. The registered office of the Corporation and the registered agent of the Corporation, or both, may be changed from time to time by the Board of Directors.
SECTION 1. SHAREHOLDERS AGREEMENT. At the time said Shareholder acquires ownership to his/her share of stock in the Corporation and acquires title to the pertinent personal property located on Summer Haven Lake he/she shall also enter into a Shareholders Agreement with the Corporation.
SECTION 2. MEETINGS. An annual meeting of the Shareholders shall be held at 10:00 a.m. on the Sunday before Memorial Weekend in May in each calendar year, at such place as may be determined by the Board of Directors, for the purpose of electing directors of the Corporation as provided in these Bylaws and for the transaction of such other business as properly may come before the meeting. Special meetings of the Shareholders may be called by the President, by any two members of the Board of Directors or by 20% of the Shareholders and shall be held at such time and place as may be determined by the person or persons calling the meeting.
SECTION 3. VOTING. Each Shareholder of the Corporation shall be entitled to one vote for each share owned by said Shareholder. However, no one person shall have more than 5 votes, including proxies, at any one time.
SECTION 4. QUORUM. Shareholders holding 25% of the outstanding and issued shares of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Shareholders, but if less than such number of Shareholders is present at a meeting, then a majority of the Shareholders present may adjourn the meeting from time to time without further notice until a quorum is present.
SECTION 5. NOTICES. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of any meeting of the Shareholders, either personally, by mail, or e-mailed, by or at the direction of the President, the Secretary of the persons calling the meeting, to each Shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Corporation, with postage thereon prepaid. If e-mailed, such notice shall be deemed to be delivered when sent to the e-mail address as it appears on the records of the Corporation.
SECTION 6. PRIVILEGES AND RESPONSIBILITIES OF SHAREHOLDER.
Each Shareholder of the Corporation shall have the right to use and enjoy all properties owned by the Corporation, including but not limited to the Lake and roads, and shall have an easement upon the properties for the use thereof, subject to the exclusive right of a Shareholder to use and enjoy the property upon which his/her/their personal property (i.e., cabin, residence) is located.
Each Shareholder of the Corporation shall be deemed to covenant to maintain the properties owned by the Corporation, which covenant shall be satisfied by the payment of annual and special assessments for the administration, maintenance or improvements of the properties. Annual and special assessments shall be uniform and equal in nature. Each assessment shall be the personal obligation of the Shareholder who is, or was, the owner of the share at the time of the assessment. Any assessment not paid within 30 days of the date of the assessment shall be deemed to be in default and shall bear interest from the assessment date at the rate of 12% per annum.
In addition, the Corporation may suspend the use and enjoyment of corporate property by a Shareholder for any period during which an assessment remains unpaid (after expiration of the 30 days set forth above) and for a period not to exceed one-hundred twenty days for any infraction of the published rules and regulations governing the use of the properties including those set forth in the Shareholders Agreement and any amendments thereto. A suspension shall not prohibit the use of the roads on corporate property.
Each Shareholder agrees to abide by the rules and regulations of the Corporation as to the maintenance and safety of the properties and structures upon the property of the Corporation, and the payment of annual and special assessments.
The properties of the Corporation shall be for the exclusive use of the Shareholders and their guests, except as otherwise provided herein or in the Shareholders Agreement. The Corporation shall have the right to limit the number of guests of Shareholders and to adopt reasonable regulations applicable to use by guests. Any Shareholder may delegate his or her right of enjoyment and use of the properties to the member’s tenant residing in a living unit or to a contract purchaser residing in a living unit, provided that the Shareholder shall not be entitled to such use during the period of such delegation. Such delegation or the revocation thereof shall only be effective upon prior written notice to the corporate Secretary. Renting/leasing of a cabin is not permitted unless prior Shareholder approval is obtained at an Annual or Special Meeting of the Shareholders. No lease/rental agreement shall be for a period of less than three (3) months.
The right to use and enjoyment of the corporate properties shall be suspended, during such period as a dwelling is not in compliance with the Shareholders Agreement or these Bylaws.
SECTION 7. SHAREHOLDERS RECORDS. The Corporation shall maintain a record of Shareholders in the Corporation in such form as the Board of Directors may prescribe from time to time. It shall be the responsibility of the Shareholder to provide the Corporation with Shareholder’s mailing address or change of address. The Board of Directors shall keep, at the registered office of the Corporation a correct set of rules and regulations of the Corporation, and shall, in even numbered years, publish and distribute a copy thereof to each Shareholder.
SECTION 8. VOTING RIGHTS. The Shareholders of the Corporation shall have the affirmative right to decide the following issues by two-thirds of the Shareholders entitled to vote and present whether in person or by proxy, at a regular meeting of the Shareholders or at a special meeting of the Shareholders, if notice of the special condition or action is contained in the Notice of Special Meeting.
Any special assessment, other than an annual assessment.
The addition to or reduction of the Corporation’s properties.
The sale or encumbrance of any of the Corporation property.
Any capital improvement to the Corporation property having a value of more than $7,500.00, unless said expenditure is the replacement or repair of property or equipment presently in place on the Commons which is needed for continuing maintenance thereof.
Increasing the number of cabins located on the Association’s property.
Amendment of the Bylaws as set forth in Article VII, herein.
The Shareholders shall, by majority vote of those present at each annual meeting, approve the yearly budget for the Corporation which is prepared by the Board of Directors, to vote on Board of Directors, to vote upon any changes in the terms and provisions of leases with non-shareholders and to vote upon any other business that be properly set forth on the agenda. The Shareholders may, at any special meeting of the Shareholders, properly convened, agree to a change in the budget by a majority of the Shareholders present and voting. No Shareholder who has not paid all assessments charged shall vote on any matter concerning the Corporation.
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of Directors. In the event of an emergency, (circumstances demanding immediate action as determined by the Board of Directors), the Board of Directors shall have power to approve regulations pertaining to the use, occupancy and safety of the properties of the Corporation. Additionally, the Board of Directors shall have the power to enter into leases on lots occupied by non-shareholders. However the terms and provisions of said leases must have previously been approved by a majority of the Shareholders present at an annual or special meeting.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors shall consist of at least five (5) persons who are Shareholders of the Corporation. Each member of the Board of Directors shall serve for three (3) years, or until his or her successor is elected, appointed and qualified, except that in order to stagger the terms, at the first annual shareholders meeting at which these Bylaws become effective, the Shareholders shall elect two (2) directors for 1 year terms, two (2) directors for 2 year terms and one (1) director for a 3 year term. No Board member can serve more than 2 consecutive terms of 3 years each and not eligible for election to the board for 3 years.
SECTION 3. VACANCIES. Any vacancy occurring other than by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected or appointed to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
SECTION 4. MEETINGS. An annual meeting of the Board of Directors shall be held within 45 days following each annual meeting of the Shareholders at a place directed by the president. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings without notice other than such resolution. Special meetings of the Board of Directors may be called by the president or any two directors. The person or persons calling a special meeting of the Board of Directors may designate any place as the place for such special meeting.
SECTION 5. NOTICE. Notice of the time and place of an annual meeting of the Board of Directors shall be given by the Secretary of the Corporation at least five days before the date of such meeting. Notice of the time and place of a special meeting of the Board of Directors shall be given by or at the direction of the person or persons calling such special meeting at least three days prior to such special meeting by written notice delivered personally or mailed to each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his/her business address, with postage thereon prepaid. Any director by a signed writing may waive notice of any meeting either before or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than such number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
SECTION 9. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the directors then in office, may designate and appoint one or more committees of the Board of Directors each of which shall consist of one or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. No such committee, however, shall have the authority in reference to amending, altering, or repealing the bylaws of the Corporation; electing, appointing or removing any Shareholder of any such committee or any director or officer of the Corporation; amending the articles of incorporation of the Corporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all of or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him/her by law.
SECTION 10. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board of Directors or of such committee, as the case may be, entitled to vote with respect to the subject matter thereof.
SECTION 11. INTEREST OF DIRECTORS IN TRANSACTIONS. In the absence of fraud, no contract or other transaction between the Corporation and any other person, Corporation, form, syndicate, association, trust, partnership or joint venture shall be wholly or partially invalidated or otherwise affected by reason of the fact that one or more of the directors of the Corporation are or become directors or officers of such other Corporation, firm, syndicate or association, or trustees of such trust, or members of such partnership or joint venture, or are pecuniarly or otherwise interested in such contract or transaction; provided, that the fact such director of directors of the Corporation are so situated or so interested or both, shall be disclosed or shall have been known to the Board of Directors of the Corporation. Any director of the Corporation who is also a director or officer of such other Corporation, firm, syndicate or association, or a trustee of such trust, or a member of such partnership or joint venture, or pecuniarly or otherwise interested in such contract or transaction, may be counted for the purpose of determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize any such contract or transaction; and, in the absence of fraud and as long as he/she acts in good faith, any such director may vote thereat to authorize any such contract or transaction, with like force and effect as if he/she were not a director or officer of such other Corporation, firm, syndicate or association, or a trustee of such trust, or a member of such partnership or joint venture, or pecuniarly or otherwise interested in such contract or transaction.
Under no circumstances, however, shall any of the Corporation’s net earnings inure to the benefit of any person, including a member of the Board of Directors, having a personal or private interest in the activities of the Corporation.
OFFICERS, AGENTS AND EMPLOYEES
SECTION 1. NUMBER. The officers of the Corporation shall consist of a president, one or more vice-presidents(the number thereof to be determined by the Board of Directors), a secretary, and a treasurer, each of whom shall be elected by majority vote of the directors present at their annual board meeting. All of the officers shall be Shareholders of the Corporation. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may in its discretion elect from its members a chairman of the Board of Directors who shall have such duties as may be assigned to him/her from time to time by the Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the directors at the board’s Annual Meeting. If the election of officers shall not be held at such a meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office for a term of one year and until the end of the meeting at which his/her successor shall have been elected and qualified or until his/her earlier resignation or removal in the manner provided in these Bylaws.
SECTION 3. REMOVAL. Any member elected or appointed may be removed by the Board of Directors or by the Shareholders whenever it is in the best interests of the Corporation, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Any officer may be removed by a two-thirds vote of the Board of Directors or the Shareholders of the Corporation at a regularly scheduled annual, regular or specially called meeting of either the Shareholders or the Board of Directors.
SECTION 4. VACANCIES. A vacancy in an office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
SECTION 5. SCOPE OF DUTIES. Subject to the control of the Board of Directors, the officers of the Corporation shall have the powers and rights and be charged with the duties and obligations usually vested in or appurtenant to their respective offices or which are from time to time assigned to them by the Board of Directors.
SECTION 6. AGENTS AND EMPLOYEES. The officers of the Corporation may from time to time appoint, discharge, engage and remove such additional agents and employees as such officers may find to be appropriate, convenient or necessary for the proper conduct of the affairs of the Corporation.
The Corporation shall have a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of its incorporation and the words “Corporate Seal”.
CHARGES AND LIENS
SECTION 1. FISCAL YEAR. The fiscal year shall be the calendar year.
SECTION 2. ANNUAL ASSESSMENTS. The Board of Directors shall, thirty (30) days prior to the due date of an assessment, set a schedule of annual assessments to be paid by each Shareholder. Notice of said assessment shall be sent by E-mail or United States mail, postage prepaid, and shall be deposited in the United States mail at least thirty (30) days before the beginning of each fiscal year. Each Shareholder shall pay such assessment according to regulations approved by the Board of Directors. Such assessment shall constitute a personal obligation and debt to the Corporation from the Shareholder involved, and such obligation and debt shall be enforced and collected by the Corporation by a suit at law against such Shareholder, in addition to and not to the exclusion of any other remedy or means of collection that may be available to the Corporation under these Bylaws, the Shareholders Agreement, or otherwise.
These Bylaws may be amended or repealed and new bylaws may be adopted at any time by the affirmative vote of at least two-thirds of the Shareholders entitled to vote and present, whether in person or by proxy, at an annual or special meeting of the Corporation, if the notice of said special meeting includes the proposed Bylaws change.
In absence of fraud or willful misconduct, Summer Haven Lake Association, Inc, a Nebraska Corporation, shall indemnify and save harmless all persons who serve or may serve as directors, officers or employees of said Association against liability or loss in connection with the performance of their duties as such director, officer or employee.
Dated this 31st day of May, 2017.
SECRETARY OF THE CORPORATION