BY-LAWS
FOR THE 5 ACRE PARCELS
BY-LAWS OF BEULAHLAND ESTATES HOMEOWNERS ASSOCIATION,
INC.
*****
ARTICLE 1. MEETINGS OF MEMBERSHIP.
Section 1. Every lot owner of the Beulah Land Estates
Subdivision, Crook County, Wyoming, shall be a member and shall have
one (1) vote per lot and shall be entitled to vote, in person or by
proxy, on each matter submitted to a vote of the membership. A member
as referred to herein shall mean the record owner(s), whether one or
more persons or entities, of the fee simple title of any lot within
Beulah Land Estates Subdivision, Crook County, Wyoming, except contract
sellers, in which event the contract purchaser shall be deemed to be
the member, and excluding those having such interest solely as security
for the performance of an obligation. The rights of the member may be
exercised by any other party or entity upon such party or entity having
expressed written consent of the member.
Section 2. An annual meeting of the membership shall be
held each year on the _____________________, for the purpose of electing
officers and for the transaction of such other business as may come
before the meeting and shall be held at the principal office of the
Corporation located at _________________________, Wyoming, or at any
place or building in Crook County, Wyoming.
Section 3. A special meeting of the membership to be held
at a location as prescribed for as the annual meeting, may be called
at any time by the President, and in his absence by the Vice President,
or by a majority of the directors. It shall be the duty of the directors,
President, Vice President to call a meeting upon written request of
the membership who are entitled to cast sixty percent (60%) of the total
votes of all classes of common stock.
Section 4. Written notice of each meeting of the members
shall be given by or at the direction of the Secretary, or person authorized
to call the meeting, by mailing a copy of such notice, postage prepaid,
at least fifteen (15) days before such meeting to each member entitled
to vote thereat, addressed to the members address last appearing
on the books of Beulah Land Estates Homeowners Association, Inc. or
supplied by such member to Beulah Land Estate Homeowners Association,
Inc. for the purpose of notice. Such notice shall specify the place,
day and hour of the meeting and in the case of a special meeting, the
purpose of the meeting.
Section 5. The President, or in his or her absence, the
Vice President, shall preside at all such meetings.
Section 6. The presence at the meeting of membership entitled
to cast, or proxies entitled to cast, twenty percent (20%) of the votes
of the total of all classes of stock shall constitute a quorum for any
action except as otherwise provided in the Articles of Incorporation
or these By-Laws. If, however, such quorum shall not be present or represented
at any meeting, the membership entitled to vote thereat shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum as aforesaid shall be present
or represented.
Section 7. At all meetings of the membership, each member
may vote in person or by proxy. All proxies shall be in writing and
filed with the Secretary. Every proxy shall be revocable and shall automatically
cease upon the conveyance by the member of his Lot.
Section 8. Each member shall be entitled to one vote on
each matter submitted to a vote at a meeting of membership which stock
may be voted in person or by proxy, and the membership shall possess
the right to cumulative voting for election of directors.
Section 9. A members right to vote on matters brought
before a meeting of the membership shall be suspended upon that members
failure to pay any general or special assessment as provided by Article
VI hereof, fee, judgment, penalty, dues or other charge when due, as
determined by the Board of Directors. If suspended, a members
voting rights may be reinstated upon full payment of any general or
special assessment, fee, judgment, penalty, dues or other charge, plus
interest and costs of collection, including but not limited to, reasonable
attorneys fees, if any, to the Corporation, as determined by the
Board of Directors.
A members voting rights may also be suspended by
the Board of Directors in the event of a material violation of any rules,
regulations, covenants, laws, conditions or restrictions applicable
to Beulah Land Estates Subdivision, Crook County, Wyoming. In the event
a members voting rights have been suspended by the Board of Directors
because of said violation, that members voting rights may be reinstated
by the Board of Directors with or without a hearing, or by a majority
vote of the members of the Corporation.
Section 10. Membership shall continue until the lot owner no longer
holds property or until the lot owner assigns his interest therein subject
to such restrictions or limitations as may be imposed. Status as a member
shall automatically terminate without notice upon termination of ownership,
and any assigned or transferred interest shall automatically terminate
upon termination of the assignors or transferors ownership
interest.
ARTICLE 11. BOARD OF DIRECTORS.
Section 1. The affairs of Beulah Land Estates Homeowners
Association, Inc. shall be managed by a Board of Directors of not less
than three (3) or more than five (5) directors. Directors must be members.
Section 2. The term of office of directors shall be three
years and shall be staggered.
Section 3. Any director may be removed from the board,
with or without cause, by a majority vote of the membership of Beulah
Land Estates Homeowners Association, Inc. In the event of death, resignation
or removal of a director, his successor shall be selected by the remaining
members of the board and shall serve for the unexpired term of his predecessor.
Section 4. No director shall receive compensation for
any services he may render to Beulah Land Estates Homeowners Association,
Inc. However, any director may be reimbursed for his actual expenses
incurred in the performance of his duties.
Section 5. The directors shall have the right to take
any action in the absence of a meeting which they could take at a meeting
by obtaining the written approval of all the directors. Any action so
approved shall have the same effect as though taken at a meeting of
the directors.
Section 6. Nomination for election to the Board of Directors
shall be made by a nominating committee. Nominations may also be made
from the floor at the annual meeting. The nominating committee shall
consist of a chairman, who shall be a member of the Board of Directors,
and two or more members. The nominating committee shall be appointed
by the Board of Directors prior to each annual meeting of the membership
to serve from the close of such annual meeting until the close of the
next annual meeting and such appointment shall be announced at each
annual meeting. The nominating committee shall make as many nominations
for election to the Board of Directors as it shall in its discretion
determine, but not less than the number of vacancies that are to be
filled.
Section 7. Election to the Board of Directors shall be
by secret written ballot. At such election the membership or their proxies
may cast, in respect to each vacancy, as many votes as they are entitled
to exercise under the provisions of Article I hereof. The persons receiving
the largest number of votes shall be elected.
Section 8. A regular meeting of the Board of Directors
shall be held after the annual meeting.
Section 9. Special meetings of the Board of Directors
shall be held when called by the President of Beulah Land Estates Homeowners
Association, Inc., or by one-third of the directors, after not less
than three (3) days notice to each director.
Section 10. A majority of the number of directors shall
constitute a quorum for the transaction of business. Every act or decision
done or made by a majority of the directors present at a duly held meeting
at which a quorum is present shall be regarded as the act of the board.
Section 11. The Board of Directors shall have the power
to:
(a) Adopt, publish, and enforce rules and regulations
and restrictions or requirements governing the use of the roads within
the Property, and the
personal conduct of the membership and their families and guests thereon,
and to establish penalties for the infraction thereof;
(b) Suspend the voting rights of a member during any period in which
such Stockholder shall be in default in the payment of any assessment
levied by Beulah Land Estates Homeowners Association, Inc. Such rights
may also be suspended after notice of hearing, for a period not to exceed
sixty (60) days for infraction of published rules and regulations;
(c) Exercise for Beulah Land Estates Homeowners Association, Inc. all
Powers, duties and authority vested in or delegated to Beulah Land Estates
Homeowners Association, Inc. and not reserved to membership by other
provisions of these By-Laws or Declaration of Covenants, Conditions
and Restrictions for Beulah Land Estates Subdivision;
(d) Declare the office of member of the Board of Directors to be vacant
in the event such director shall be absent from three consecutive regular
meetings of the Board of Directors; and
(e) Contract with or employ a management agent at a rate of compensation
to be established by the Board of Directors, to perform such duties
and services as the Board of Directors shall authorize, including without
limitation:
(1) Collection of the assessments provided for in the Declaration of
Covenants, Conditions and Restrictions for Beulah Land Estates Subdivision
and enforcement of liens therefor in a manner and consistent with law
and the provisions of the Declaration of Covenants, Conditions and Restrictions
for Beulah Land Estates Subdivision;
(2) Care, upkeep, maintenance and surveillance of the roads and common
areas within the Property;
(3) Employment of such personnel as may be required for the maintenance
and efficient operation of the corporation in the discharge of its duties;
(4) Provision of such other services, including accounting services,
as may be consistent with law and the provisions of the Declaration
of Covenants, Conditions and Restrictions for Beulah Land Estates Subdivision.
Section 12. It shall be the duty of the Board of Directors
to:
(a) Cause to be kept a complete record of all its acts and corporate
affairs and to present a statement thereof to the membership at the
annual meeting of the membership, or at any special meeting when such
statement is requested in writing by one-fourth of membership entitled
to vote;
(b) Supervise all officers, agents and employees of Beulah Land Estates
Homeowners Association, Inc. and to see that their duties are properly
performed;
(c) As more fully provided in the Declaration of Covenants, Conditions
and Restrictions for Beulah Land Estates Subdivision, to:
(1) Fix the amount of the annual assessments against each Lot at least
thirty (30) days in advance of each annual assessment period.
(2) Send written notice of each assessment to every owner subject thereto
at least thirty (30) days in advance of each annual assessment period;
and
(3) Foreclose the lien against any property for which assessments are
not paid within thirty (30) days after due date or to bring an action
at law against the owner personally obligated to pay the same, as the
Board of Directors may determine.
(d) Issue, or to cause an appropriate officer to issue, upon demand
by any person, a certificate setting forth whether or not any assessments
has been paid. A reasonable charge may be made by the board for the
issuance of these certificates. If a certificate states an assessment
has been paid, such certificate shall be conclusive evidence of such
payment.
(e) Procure and maintain adequate liability and hazard insurance;
(f) Cause the roads and fences to be maintained or improved as may be
deemed appropriate.
(g) Take any action as necessary and deemed appropriate to enforce these
By-Laws or Declaration of Covenants, Conditions and Restrictions for
Beulah Land Estates Subdivision.
ARTICLE III. OFFICERS.
Section 1. The officers of Beulah Land Estates Homeowners
Association, Inc. shall be a President and Vice President, who shall
at all times be members of the Board of Directors, a Secretary, a Treasurer,
and such other officers as the Board of Directors may from time to time
by resolution create.
Section 2. The election of officers shall take place at
the first meeting of the Board of Directors following each annual meeting
of the membership.
Section 3. The officers of Beulah Land Estates Homeowners
Association, Inc. shall be elected annually by the board and shall hold
office for one year unless the officer shall sooner resign, shall be
removed, or otherwise be disqualified to serve.
Section 4. The board may elect such other officers as
the affairs of Beulah Land Estates Homeowners Association, Inc. may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as the board may from time to time determine.
Section 5. Any officer may be removed from office with
or without cause by the board. Any officer may resign at any time giving
written notice to the board, the President or the Secretary. Such resignation
shall take effect on the date of receipt of such notice or at any later
time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. A vacancy in any office may be filled by appointment
by the board. The officer appointed to such vacancy shall sere for the
remainder of the term of the officer replaced.
Section 7. The offices of Secretary and Treasurer may
be held by the same person. No person shall simultaneously hold more
than one of any of the other offices except in the case of special offices
created pursuant to Section 4 of this Article.
Section 8. The duties of the officers are as follows:
(a) The President shall preside at all meetings of the Board of Directors;
shall see that orders and resolutions of the board are carried out;
shall sign all leases, mortgages, deeds and other written instruments
and shall co-signs all checks and promissory notes.
(b) The Vice President shall act in the place and stead of the President
in the event of his absence, inability, or refusal to act, and shall
exercise and discharge such other duties as may be required of the Vice
President by the board.
(c) The Secretary shall: record the votes and keep the minutes of all
meetings and proceedings of the board and membership, keep the corporate
seal of Beulah Land Estates Homeowners Association, Inc., and affix
it on all papers requiring said seal, serve notice of meetings of the
board and membership, keep appropriate current records showing the names
of the membership together with their addresses, and shall perform such
other duties as required by the Board.
(d) The Treasurer shall: receive and deposit in appropriate bank accounts
all monies of Beulah Land Estates Homeowners Association, Inc., and
shall disburse such funds directed by resolution of the Board of Directors;
shall sign all checks and promissory notes; keep proper books of account;
and shall prepare an annual budget and a statement of income and expenditures
to be presented to the membership at its regular annual meeting, and
deliver a copy of each member.
ARTICLE IV. COMMITTEES.
The Board of Directors shall appoint special committees,
including an Architectural Committee, and such other committees as deemed
appropriate in carrying out its purposes.
ARTICLE V. BOOKS AND RECORDS.
The books, records and papers of Beulah Land Estates Homeowners
Association, Inc. shall at all times, during reasonable business hours,
be subject to inspection by any member. The Declaration of Covenants,
Conditions and restrictions for Beulah Land Estates Subdivision, Articles
of Incorporation, and By-Laws shall be available for inspection by any
member at the principal office of the Corporation, where copies may
be purchased at reasonable cost.
ARTICLE VI. ASSESSMENTS.
As more fully provided in the Declaration of Covenants,
Conditions and Restrictions for Beulah Land Estates Subdivision, each
member is obligated to pay Beulah Land Estates Homeowners Association,
Inc., general and special assessments which are secured by a continuing
lien upon the lot against which the assessment is made. Any assessments
which are not paid when due shall be delinquent. If the assessment is
not paid within thirty (30) days after the due date, the assessment
shall bear interest from the date of delinquency at the judgment rate,
and Beulah Land Estates Homeowners Association, Inc. may bring an action
at law against the owner personally obligated to pay the same or foreclose
the lien against the property, and interest, costs and reasonable attorneys
fees of any such action shall be added to the amount of such assessment.
No owner may waive or otherwise escape liability for the assessments
provided for herein by abandonment of his lot.
ARTICLE VII. FISCAL YEAR.
The fiscal year of Beulah Land Estates Homeowners Association,
Inc. shall begin on the 1st day of January and shall end on the 31st
day of December of every year except that the first fiscal year shall
begin on the date of incorporation of Beulah Land Estates Homeowners
Association, Inc.
ARTICLE V111. DECLARATION OF COVENANTS.
The Declaration of Covenants, Conditions and Restrictions
for Beulah Land Estates Subdivision recorded in the Office of the Crook
County Register of Deeds as Document ____________, together with any
amendments thereto, are incorporated herein by reference. In case of
any conflict between the Declaration of Covenants, Conditions and Restrictions
for Beulah Land Estates Subdivision and Improvements and these By-Laws,
the Declaration of Covenants, Conditions and Restrictions for Beulah
Land Estates Subdivision shall control.
ARTICLE IX. AMENDMENT OF BY-LAWS.
These By-Laws may be repealed or amended, or new By-Laws
may be adopted at any annual or special meeting of the membership called
for that purpose, by a vote representing a majority of a quorum of the
membership present in person or by proxy. IN TESTAMONY WHEREOF, we,
being all of the directors of Beulah Land Estates Homeowners Association,
Inc., have hereunto set our hands this : IN WITNESS WHEREOF, the undersigned
declarant has hereunto set its hand and seal the day and year first
above written.
______________________________
Lenn T. Island, Trustee
Island Family Trust
V/T/D
State of South Dakota )
) ss.
County of )
On this ________ day of ____________, 1998, before me, the undersigned
officer, personally appeared Lenn T. Island, Trustee, Island Family
Trust, known to me to be the person whose name is subscribed to the
within instrument and acknowledged that he executed the same for the
purposes therein contained.
IN WITNESS WHEREOF, I have set my hand and official seal.
(SEAL) ______________________________
Notary Public
My Commission Expires:_____________________IN WITNESS WHEREOF, the undersigned
declarant has hereunto set its hand and seal the day and year first
above written.
______________________________
Daniel P. Island
State of South Dakota )
) ss.
County of Lawrence )
On this ________ day of ____________, 1998, before me, the undersigned
officer, personally appeared Daniel P. Island known to me to be the
person whose name is subscribed to the within instrument and acknowledged
that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I have set my hand and official seal.
(SEAL) ______________________________
Notary Public
My Commission Expires:
_____________________
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