BY-LAWS OF BURNING TREE MASTER ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation is BURNING TREE MASTER ASSOCIATION, INC., referred to in these bylaws as the Association. The principal office of the corporation shall be located at ________________, Tulsa, Oklahoma. The meetings of the members and board of directors shall be held at such places within the State of Oklahoma, County of Tulsa, as may be designated by the board of directors.
ARTICLE II
DEFINITIONS
1. “Association” shall mean and refer to Burning Tree Master Association, Inc., its successors and assigns. (That is correct, just like when you are reading the Certificate of Dedication for a particular subdivision when it refers to Association it is referring to that particular association. If it does happen to refer to another association within the document it will refer to that association by it’s legal name so there is less confusion)
2. “Articles” shall mean and refer to the Articles of Incorporation of the corporation.
3. “Properties” shall mean and refer to the following described real property situated in Tulsa County , State of Oklahoma:
The Northwest Quarter (NW/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian;
The Northwest Quarter (NW/4) of the Southeast Quarter (SE/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian; and
The East Half (E/2) of the East Half (E/2) of the East Half (E/2) of the Northeast Quarter (NE/4) of the Southwest Quarter (SW/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian, in the City of Tulsa, County of Tulsa, State of Oklahoma.
4. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association. (See #1 above for definition of the Association when reading this particular document.)
5. “Common Facilities” shall mean all recreational and social facilities owned and operated by the Association for the common use and enjoyment of the members of the Association.
6. “Declarant” is Sixty-First and Memorial Development Corporation, an Oklahoma corporation, its designated successors or assigns if designated declarant, for these purposes, by Sixty-First and Memorial Development Corporation in a duly recorded written instrument. See ARTICLE III MEMBERSHIP Every Burning Tree Area Owners Association approved by Declarant shall be a member of the corporation. (A duly recorded instrument means it must be recorded with Tulsa County such as a Certificate of Dedication, so that it is public information.) Only Burning Tree East, Burning Tree West and Burning Tree Plaza are required to pay assessments to the BTMA, according to their Certificates of Dedication.
7. “Declaration” shall mean and refer to the certificate or certificates of dedication applicable to the properties recorded in the Office of the County Clerk of Tulsa County, Oklahoma. Burning Tree South has their certificate of dedication, Burning Tree West has their certificate of dedication, Burning Tree East has their certificate of dedication, Burning Tree Plaza has their certificate of dedication and the Burning Tree Addition (incorrectly referred to by some “Burning Tree One“) has its own certificate of Dedication. (The one for the Burning Tree addition is for the original area. When the Burning Tree certificate of dedication was filed in 1973 the swimming pool was mentioned in that document and some PUD documents do say there will be a pool and other facilities in each subdivision, in addition to the main swimming pool. However the developer deeded the land where the pool was out of the Burning Tree addition and to the Burning Tree Master Association in 1977. He did not amend the Burning Tree certificate of dedication to reflect this. Therein lies the confusion.)
8. “Lot” shall mean and refer to any separately numbered plot of land shown upon any recorded subdivision plat of the properties with the exception of the common areas owned by or dedicated to this corporation.
9. “Parcel” shall mean and refer to any separately numbered or designated tract of land not subdivided into lots but shown on the plat of the properties. “Lot” and “Parcel” shall not refer to any of the common areas owned by or dedicated to this corporation, the public or any political subdivision in the United States of America or the State of Oklahoma or any commercial or office areas.
For purposes of these bylaws, any lot or parcel upon which a multi-family structure is permitted and completed shall no longer be defined as a lot from the time a living unit is first sold or leased and continuing as long as a multi-family structure remains on that lot or parcel.
10. “Living Unit” shall mean and refer to any portion of a multi-family (DUPLEX) structure situated on the properties designed and intended for the use and occupancy as a residence by a single family.
11. “Multi-family Structure” shall mean and refer to any building designed and intended for use and occupancy as a residence by two or more families under one roof. (APARTMENTS….This is Coventry Park Apartments, formerly Burning Tree Apartments ). Notice when you click on that link it does come up and shows the subdivision is BURNING TREE. This is correct, even though some BTMA board members call the Burning Tree subdivison “Burning Tree One”, which really confuses everyone.
12. “Members” shall mean and refer to those persons or entities entitled to hold membership in the Association as provided in the Declaration and set forth in these bylaws. (See for yourself: BTMA Articles of Incorporation under Membership –members are NOT lot owners but Area Owners Association approved by the Declarant.) Why is the BTMA not following this when their governing documents both state that.
It is important to note that Oklahoma statutes state in Title 18 Chapter 22 – Oklahoma General Corporation Act
- § 1013. Bylaws: By-laws cannot conflict with the Articles of Incorporation. (However the Burning Tree Master Association bylaws do conflict with the Articles of Incorporation!)
- §1014.1. Interpretation and Enforcement of the Certificate of Incorporation and Bylaws: Any shareholder, member or director may bring an action to interpret, apply or enforce the provisions of the certificate of incorporation or the bylaws of a domestic corporation in the district court.
Since the BTMA articles of incorporation in Article V under membership that members are “Every Burning Tree Area Owners Association approved by Declarant” then you must next look at the Certificate of Dedication for your area. (Example: Click to see what is stated in the Burning Tree South covenants )
If you are in Burning Tree East be sure to check your Covenants to see if your lot falls under the Area Owners Association #5 or #6. If you are in #6, be aware that you have NEVER even had an HOA, and you do not, by default just fall under Area #5, no matter if someone did not tell you the truth. The Covenant is a contract so go to the Tulsa County Assessor’s site to get your lot and block. Then simply check the covenants to see if your lot and block are in #6. If so, you are not part of any HOA.)
13. “Owner” shall mean and refer to the record owner, whether one or more persons or entities of a fee simple title to any lot or living unit situated upon the property and which is subject by covenants of record to assessment by the Association, including contract sellers but excluding those having such interest merely as security for the performance of an obligation. (VERY IMPORTANT!!!!! Be sure to click the link in that last sentence to see that only the covenants—the legal documents— for three additions: Burning Tree Plaza, Burning Tree West and Burning Tree East state that “Membership in Home Owners’ Association Maintenance assessments by Burning Tree Owner’s Association or Burning Tree Master Association, Inc,shall be a lien on the lot assessed.” Thomas Affeldt and Scott Byrd (with different law firms) hired by some lot owners to study the documents have advised the Burning Tree Master Association board of directors, that putting a lien on the property of a homeowner may constitute “Slander of Title” by the board members who can then be held personally liable. That is not good because BTMA Bylaws do state in ARTICLE VII Meetings of Directors 3. 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.
ARTICLE III
MEMBERSHIP
Every Burning Tree Area Owners Association approved by Declarant shall be a member of the corporation. (This is correct as it matches what the BTMA articles of incorporation states.) (If you get a lien on your lot by the BTMA because your Certificate of Dedication states that if anyone attempts to violate any of the covenants it is lawful for anyone who owns property in the subdivision to prosecute a person attempting to violate any covenants and to secure damages. This would be violating your covenants to assess you when you are a lot owner. Their members can only be Area Associations that have been approved by the Declarant.)
Membership in Burning Tree Area Owners Association shall entitle the members of those Associations to the right and use of enjoyment of the common areas and common facilities of the Association. (Go to your covenants found in the Certificate of Dedication to see if your association was declared. (Example: Click to see that in the Burning Tree South covenants under membership AND Burning Tree Addition (incorrectly referred to by some as “Burning Tree One”) they do not give ANY authority to the Burning Tree Master Association. Covenants for Burning Tree East, Burning Tree Plaza, and Burning Tree West do give the Master Association the authority to assess, however according to these covenants, only the Burning Tree Plaza HOA is shown (declared) in their covenants to be a member of the BTMA.
ARTICLE IV
PROPERTY RIGHTS
Each owner (refer to Article II Definitions #13 above ) shall be entitled to the use and enjoyment of the common area and facilities as provided in the Declaration. Any owner may delegate his rights of enjoyment of the common areas and facilities to members of his family, his tenants or contract purchasers who reside on the property. (It does not state that rights can be delegated to grandkids or others who don’t reside on the property!) Each member shall notify the secretary of the corporation in writing of the name of any such delegatee. The rights and privileges of such delegatee are subject to suspension to the same extent as those of the member. Each owner’s right and easement of enjoyment in and to the common area and the common facilities shall be appurtenant to and shall pass with title to every lot or parcel to the following provisions:
(1) The right of the Association to limit the number of guests of members;
(2) The right of the Association to charge reasonable admission and other fees for the use of any common facilities situated upon the common areas; And why hasn’t the BTMA board of directors charged those who use the facilities instead of demanding money under threat of a lien from those living in nearby areas but who are NOT members (according to their associations covenants)? The BTMA board has violated their own articles of incorporation when they have forced lot owners to pay when their articles do not show lot owners are members. (See for yourself: BTMA Articles of Incorporation under Membership –members are area associations that were approved in their covenants, NOT lot owners.)
RE: charging admission- Wendy Berezowski said this may give them the right; not that they SHOULD or HAVE to charge. Wendy stated that she brings in 9 people.
(3) The right of the Association in accordance with its Articles and Bylaws to borrow money for the purpose of improving the common area and facilities and in aid thereof to mortgage the same. The rights of the Association, however, shall be subordinate to the right of any mortgages made in good faith and for value prior to such mortgage by the Association;
(4) The right of the Association to suspend voting rights and the right to use of the recreational facilities of any owner (this conflicts with the Burning Tree Master Association Articles of Incorporation- Oklahoma Statutes does not allow that: seeTitle 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws) http://www.oscn.net/applications/oscn/DeliverDocument.asp?CiteID=67019) for any period during which any assessment against his lot or parcel remains unpaid;
(5) The right of the Association upon the assent of two-thirds (2/3) of the members to dedicate, sell, or transfer all or any part of the common areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members; and
(6) The right of the Association to allow the limited use of the common areas and common facilities by the tenants of office and commercial lots and parcels to charge reasonable fees for such use. (If someone is selling concessions they should be paying to use the facilities to make money.)
ARTICLE V
MEETINGS OF MEMBERS
1. The first annual meeting of the members shall be on the ____ day of ________, 1976, and each subsequent annual meeting f the members shall be held on the same day of the same month each year thereafter at 7:30 p.m. If the day for the annual meeting of the members is a legal holiday, then the meeting will be held at the same hour on the first day following which is not a legal holiday. The board of directors, by resolution, shall fix a date for the meeting no more than thirty (30) days before or after that date.
2. Special meetings of the members may be called at any time by the president or by the board of directors. A special meeting shall be called upon written request of twenty-five (25) of the members who are entitled to vote. (Where are the twenty-five members who signed a written request when Paula Hendrix called a meeting for a day later to remove TeShauna Conrad. (TeShauna, in trying to learn all she could about Burning Tree Master Association began studying the Burning Tree Master Association Articles of Incorporation and bylaws along with the covenants for each addition and the Articles of Incorporation and bylaws for each of the area owners associations meeting minutes and other records. Unable to find anywhere that Burning Tree South was under Burning Tree Master Association, called the office of the Oklahoma Secretary of State which told her that the corporations were all stand alone and not tied together in anyway, according to the way the paperwork had been filed. There was no merger on file with their office nor or amendment to the Articles of
Incorporation.) See #3 below The letter Paula Hendrix (former President who was replace by TeShauna Conrad) and Wanda Downen (former Vice President) went around and taped flyers on lot owners doors the day of the meeting, was signed by Paula Hendrix only. Why was Paula Hendrix who was not a board member allowed to call a special meeting when she was not the President, not on the board of directors nor did Paula get the required 25 members to request in writing to call a meeting to remove her replacement TeShauna Conrad? There was no written notice, nothing mailed and the required 10 days notice was not given. And the reason Paula Hendrix gave for removing TeShauna was because TeShauna was not a homeowner? Be sure to see ARTICLE VI BOARD OF DIRECTORS which clearly states that the affairs of the Association shall be managed by a board of directors who need not be members of the corporation. Why would the BTMA board have ever put themselves in a position to go along with Paula, who had no authority to do this, when it is against their bylaws as you can see stated here in this paragraph and in #3 following) Paula’s owners association (Burning Tree South) was not even one declared by the developer to be a part of the BTMA, she was no longer on the board….so how did she get TeShauna removed and who was at that meeting that went along with it? There are meeting notes that should show this information.
3. 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 ten (10) days before the meeting to each member entitled to vote addressed to the member’s last address appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. The notice shall specify the place, day, hour and agenda of the meeting and in case of a special meeting, the purpose of the meeting.
meetings were conducted improperly-Several previous directors will testify that they were asked to be on the board or put on the board (when they were not even at the meeting!) so it was without a legal election There was not proper notification as required by Oklahoma statutes, not a quorum to vote – just the 8 people who showed up from different areas decided that whomever was there would be on the board and many times without even a vote. (Oklahoma Statutes Title 18, Chapter 22 § 1057. Voting Rights of Shareholders – Proxies – Limitations- A. Unless otherwise provided for in the certificate of incorporation and subject to the provisions of Section 1058 of this title, each shareholder shall be entitled to one vote for each share of capital stock held by the shareholder.§ 1058. Fixing Date for Determination of Shareholders of Record states A. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.)
4. The presence at the meeting of members entitled to vote or of proxies entitled to vote of one-half (1/2) of all the votes shall constitute a quorum for any action except as otherwise provided in these bylaws, the Declaration, or the Articles. If such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting until a quorum shall be present or represented. The meeting may be adjourned to a date not less than forty-eight hours, no more than thirty (30) days after the original meeting date. At such reconvened meeting, the presence of members entitled to cast at least twenty-five percent (25%) of all the votes in person or by proxy shall constitute a quorum. A meeting may only be reconvened once. Thereafter, a new meeting must be called and the original quorum requirements shall be applicable.
5. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary prior to the beginning of any meeting where the proxy is to be exercised. Every proxy shall be revocable.
6.Wherever the Articles require the assent of the members, the assent shall be obtained at a meeting called for the purpose, pursuant to the notice, quorum and adjournment requirements applicable. In the event that a quorum is present but the required majority of each class of members is not present in person or by proxy, the members not present may thereafter give their written assent to the action taken.
ARTICLE VI
BOARD OF DIRECTORS
- The affairs of the Association shall be managed by a board of directors who need not be members of the corporation. So anyone, living anywhere could be on the BTMA board of directors–even TeShauna Conrad who lives in Burning Tree South Addition, although according to the covenants for Burning Tree South, like Burning Tree East or Burning Tree (incorrectly referred to as Burning Tree One by some) those owners associations were not approved by declarant. There are people who live in Burning Tree East and in Burning Tree who are on the board and were on the board when Paula Hendrix had TeShauna Conrad removed from the very position TeShauna had taken over from Paula. This act made Wendy Berezowski, who was NOT a lot owner either, in to replace TeShauna.
The number elected to serve until the first annual meeting and until their successors are elected and qualified shall be five (5) directors, but in no case shall there be fewer than three (3). Thereafter, the number of directors shall be determined by the members present at each annual meeting. Each member may elect two (2) directors. (You notice it says “member” which matches up with the BTMA Articles of Incorporation in ARTICLE VII BOARD OF DIRECTORS (b) Each Burning Tree Area Owners Association may elect two directors at each annual meeting. The Articles of Inc states that the “member” is the owners associations…and the bylaws match ……so how in the world have the BTMA board of directors gotten so far off base by claiming that the lot owners are the members????
2. Directors shall serve for a term of one (1) year and election to the board may be by secret written ballot. (Oklahoma statutes do state by written ballot.) Any or all members of the board may be removed from office with or without cause by majority vote of all the members of the corporation. 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 the unexpired term of his predecessor.
3. No director shall receive compensation for any service he may render to the corporation; (This would include the concession money.) however, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
4. Directors shall be elected by the members*. Each member may elect two (2) directors to represent it on the board of directors of the corporation. The board of directors may appoint a Nominating Committee which shall make as many nominations for election to the board, in addition to those elected by the individual members , as it shall in its discretion determine. (From above Definitions 12. “Members” shall mean and refer to those persons or entities entitled to hold membership in the Association as provided in the Declaration and set forth in these bylaws. (See for yourself: BTMA Articles of Incorporation under Membership –members are NOT lot owners; only owners association that were declared in their Certificate of Dedication/covenants –and Burning Tree South was NOT. We would like to say a very special thank you to Joe Hirsch for making sure we all understood him when he repeatedly pointed out that the place where they would be declared would be in the Certificate of Dedication for each subdivision. They told us at meetings that he has a paralegal background, you know.)
ARTICLE VII
MEETINGS OF DIRECTORS
1. Regular meetings of the board shall be held monthly without notice at such place and hour as may be fixed from time to time by resolution of the board.
2. Special meetings of the board shall be held when called by the president of the corporation, or by any two (2) directors, after not less than three (3) days’ notice to each director.
3. A majority of the 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.
4. 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. (Oklahoma statutes require written approval must be filed with the minutes.)
ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
1. The board of directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the common area and facilities, and the personal conduct of the members and their guests therein, and to establish penalties for the infraction thereof.
This bylaw is in conflict with the BTMA Articles of Incorporation which Oklahoma Statutes does NOT allow.( Read the definition of member ( #12 under Article II Definitions). How would the subdivision HOA have “personal conduct”?) Title 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws) http://www.oscn.net/applications/oscn/DeliverDocument.asp?CiteID=67019 that these By-laws CANNOT conflict with the BTMA Articles of Incorporation. The BTMA articles of incorporation in Article V under membership that members are “Every Burning Tree Area Owners Association approved by Declarant” so you must next check your Certificate of Dedication (under Membership in Owners Association) to see if your owners association is a member. Hint if you are in Burning Tree South or Burning Tree (incorrectly referred to by some as “Burning Tree One”)
you will not find that your association is a member.
(b) determine a reasonable admission fee or charge for the use of recreational facilities situated upon the common area; (Why is this not being done? Those who actually use the facilities should be paying for their use instead of those who sit on the board and want to use it demanding money from those who are not even member and doing so under threat of lien!)
(c ) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d) declare the office of a member of the board of directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the board of directors; and
(e) employ a manager, an independent contractor and such other employees as they deem necessary, and to prescribe their duties and compensation.
2. 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 members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) as more fully provided herein, and in the Declaration,
(1) fix (in legal talk “fix” means” to confirm”) the amount of the annual assessment against each lot and living unit (click to see what is stated in: BTMA Articles of Incorporation under Membership and be sure to note that according to Title 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws that these BTMA By-laws cannot conflict with the BTMA Articles of Incorporation. Since the BTMA articles of incorporation istate that members are “Every Burning Tree Area Owners Association approved by Declarant” then you must next look at the Certificate of Dedication for your area. (Example: Click to see what is stated in the Burning Tree South covenants at least thirty (30) days in advance of each annual assessment period, as hereinafter provided in Article XI, and
(2) send written notice of each assessment to every owner (why send a notice to the owners since they are NOT the members according to both Article III above and the BTMA Articles of Incorporation under Membership) this conflicts with the Burning Tree Master Association Articles of Incorporation- Oklahoma Statutes states that it is unlawful to put anything in the bylaws that conflicts with the Articles of Incorporation: see Title 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws) subject thereto at least thirty (30) days in advance of each annual assessment period; 30 days in advance? The unlawful demand for payment from the homeowners, under threat of a lien, in 2011 was postmarked May 3rd, 2011 and due May 15, 2011).
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid, such certificate shall be conclusive evidence of such payment; (since no homeowner owes any mandatory assessment to the BTMA this is not applicable. This conflicts with the BTMA Articles of Incorporation under Membership)<—click which states that it is the area association which is the member. Oklahoma Statutes: Title 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws (<—click) shows it is unlawful to put anything in the bylaws that conflicts with the Articles of Incorporation:
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (bonded is not the same as getting D&O insurance, however the BTMA board uses money they have demanded from lot owners under threat of liens to buy D&O insurance for themselves every single year) and
(g) cause the common areas to be maintained.
ARTICLE IX
OFFICERS AND THEIR DUTIES
1. The officers of this Association shall be a president, a vice president, a secretary, and a treasurer, who shall at all times be members of the board of directors, and such other officers as the board may from time to time by resolution create.
2. The election of officers shall take place at the first meeting of the board of directors following each annual meeting of the members.
3. The officers of this Association shall be elected annually by the board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
4. The board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for one (1) year, have such authority, and perform such duties as the board may from time to time determine.
5. Any officer may be removed from office with or without cause by the board. Any officer may resign at any time by 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, the acceptance of such resignation shall not be necessary to make it effective
6. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
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. (So nobody but the Treasurer or a Secretary/Treasurer can sign checks or do any other task that the Treasurer is charged to do.)
8. The duties of the officers are as follows:
President
(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; and shall sign all leases, mortgages, deeds, and other written instruments.
Vice President
(b) The vice president shall act in the place 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 him by the board.
Secretary
(c) The secretary shall record the votes and keep the minutes of all the meetings and proceedings of the board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the board and of the members; keep appropriate current records showing the name and address of the members of the Association together with the number of votes to which each member is entitled, and shall perform such other duties as required by the board.
Treasurer
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the board of directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year.
(Thus, it is VERY CLEAR that a Treasurer is an officer. Remember #3 above where it says: 3. The officers of this Association shall be elected annually by the board? This means unless someone is elected first to the board of directors, and then is voted in as an officer they are not to handle the work of the Treasurer.)
In the December 6, 2010 board minutes taken by Julie Lindquist (BTMA secretary at that time) Julie put under Financial Report. “We have never had an audit. Only reviews. The reviews are only as good as the information that is given to whoever is completing the review. WE WILL HAVE AN AUDIT.”
ARTICLE X
BOOKS AND RECORDS AND RECORDS
1. The books, records and papers of the corporation shall at all times during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles and these bylaws shall be available for inspection by any member at the principal office of the corporation, where copies may be purchased at reasonable cost.
Oklahoma Statutes O.S.§, 22 1065 and O.S §18 1069, as well as the Oklahoma Constitution § 2 28 require compliance of the above, by all board members.
2. There shall be an annual audit of the books and records of the corporation by an independent public accountant and a copy thereof shall be sent to each member within thirty (30) day after completion thereof. This has not been amended. It still takes an audit, not a “tax review” as the board had started doing. It does not matter if it is cheaper. The point is it would have to be amended by members and since lot owners are assessed as members that would mean they get to vote.
ARTICLE XI
ASSESSMENTS
1. By the declaration each member (See Article II Definitions (12) above. It is very clear that it is NOT the LOT OWNER who is a member! There is a HUGE difference between member and lot owner. By assessing lot owners this conflicts with the Articles of Incorporation. Oklahoma Statutes states that it is unlawful to put anything in the bylaws that conflicts with the Articles of Incorporation and this does. Alsosee Title 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws) is deemed to covenant and agree to pay the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements. The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each assessment is made. (Attorneys Thomas Affeldt and Scott Byrd (with different law firms) hired by some Burning Tree South lot owners to study the documents have advised the Burning Tree Master Association board of directors, that putting a lien on the property of a homeowner may constitute “Slander of Title” by the board members who can be held personally liable.) Each such assessment, together with such interest, costs, and reasonable attorney’s fees shall also be the personal obligation of the person who was the owner of such property (This part also is in conflict with the BTMA Articles of Incorporation which states that it is the area association, not the lot owner who is a member) at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them.
2. The assessments levied by the Association shall be used exclusively for the purpose of promoting recreation, health, safety, and welfare of the residents in the properties (not grandchildren or anyone who does not live with you ) and in particular for the improvement and maintenance of the common area, services, and facilities devoted to this purpose and related to the use and enjoyment of the common area, and of the homes situated upon the properties.
3. Until January 1 of the year immediately following the conveyance of the first lot or living unit to an owner, the maximum annual assessment shall be $_____ per lot or living unit.
(a) From and after January 1 of the year immediately following the conveyance of the first lot or living unit to an owner, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D.C.) for the preceding month of July, computed pursuant to the provisions of Section 4 of this Article.
(b) From and after January 1 of the year immediately following the conveyance of the first lot or living unit to an owner, the maximum annual assessment may be increased above that established by the Consumer Price Index formula by a vote of the members for the next succeeding two years and at the end of each period of two years ; provided that any such assessment shall have the assent of the members entitled to cast two-thirds (2/3) of the votes eligible to be cast by each class of members at a meeting duly called for this purpose. Written notice of said meeting setting forth the purposes thereof shall be sent to all the members not less than 30 days nor more than sixty (60) days in advance of the meeting. In the event at any such meeting there are not sufficient members present or by proxy to cast two-thirds (2/3) of all those votes eligible to be cast by each class of members, but there are sufficient members present in person or by proxy to constitute a quorum as hereinafter defined, or in the event there are sufficient members present in person or by proxy to cast two-thirds (2/3) of said votes but such members fail to assent to such increased assessment by the vote required therefore, members not so present at such meeting may, within thirty (30) days thereafter, give their written assent to such assessment, and upon delivery of such written assents to the Secretary of the Association within such time, the votes of such members not so present at such meeting shall be deemed votes cast at such meeting in favor of such assessment. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.
(c) After consideration of current maintenance costs and future needs of the Association, the board of directors may fix (an attorney advised the word “fix” used hereto means “confirm”, after a vote by the members, as it says above) the annual assessment at an amount not in excess of the authorized maximum. Remember that lot owners are not the members according to the BTMA Articles of Incorporation.
(d) The annual assessment for an unimproved lot shall be 50% of the assessment for a lot on which a dwelling has been constructed. Beginning the first day of the month following the month in which a building permit is issued for the construction of a dwelling on an unimproved lot, the assessment shall be as provided in Paragraphs 3 (a) through 3 (c).
(e) The annual assessment for each living unit constructed on a multi-family lot (duplex) shall be the assessment fixed for a lot. The number of living units assessed shall be the number of allowable living units fixed by the Declarant. (apartment)
4. The Consumer Price Index establishes the United Sates City Average numerical rating for the month of July, 1967 as ________. This will be the base rating. To determine the percentage to be applied to the maximum annual assessment for each subsequent year, divide this base rating into the numerical rating established by the Consumer Price Index for the month of July preceding the proposed assessment year. This adjustment percentage, if in excess of 100 percentum, is multiplied by the original maximum annual assessments to obtain the maximum assessment for the subsequent year for each lot and living unit
5. In addition, to the assessments authorized above, the Association may levy in any assessment year, a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the common area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of the members entitled to cast two-thirds (2/3) of the votes eligible to be cast by each class of members at a meeting duly called for this purpose. Written notice of said meeting setting forth the purpose thereof shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. In the event at any such meeting there are not sufficient members present in person or by proxy to cast two-thirds (2/3) of all those votes eligible to be cast by each class of members, but there are sufficient members present in person or by proxy to cast two-thirds (2/3) of said votes but such members fail to assent to such special assessment by the vote required therefore, members not so present at such meeting may, within thirty (30) days thereafter, give their written assents to the Secretary of the Association within such time, the votes of such members not so present at such meeting shall be deemed votes cast at such meeting in favor of such assessment.
6. At the first meeting called, as provided in Sections 3 and 5 hereof, the presence at the meeting of members or of proxies entitled to cast two-thirds (2/3) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 3 and 5, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting
7. The annual assessments provided for herein shall commence as to all lots or living units on January 1, 1976. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. With the exception of the first annual assessment which may be fixed at any time prior to the assessment date, the board of directors of the Association shall fix the amt of the annual assessment against each lot or living unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto. The due dates of assessments shall be established by the board of directors. The Association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified or living unit have been paid. A reasonable charge may be made by the board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.
8. Any assessments which are not paid when due shall be delinquent and shall constitute a lien on the lot or living unit against which the assessment is made. 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 rate of eighteen percent (18%) per annum, and the Association may bring an action at law against the owner (the owner?? The owner of what?? The lot owner is not the member, according to the definitions above in this information. See Article III on who the member is ) personally obligated to pay the same, or foreclose its lien against the property (the area associations that are members do not have any property) , or both, and interest, costs, and reasonable attorney’s 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 (no owner is a member! This conflicts with the BTMA Articles of Incorporation. Oklahoma statute § 1013. Bylaws says they can NOT conflict) provided for herein by non-use of the common area or abandonment of his lot or living unit.
When it was mentioned that BTMA also had no authority to decide to tack on a late charge Ms. Berozowski actually stated that she and her board were not doing that. Yet, she and her board send out the invoices postmarked May 3, 2011 -we all have a copy–and right there it says: “Late Fee: A $25.00 late fee will be due for any assessment not paid in full by July 31.” Where was that agreed to by a lot owner?
Assessment liens shall continue for a period of one (1) year from the date upon which an assessment becomes delinquent, and no longer; (look at that it says “for one year….and no longer”) provided that if, (there is the qualifier that they might be able to continue it for one year but only IF) within such period, proceedings shall have been instituted to enforce such lien in any court in Tulsa County, Oklahoma, having jurisdiction in suits for the enforcement of liens, such lien shall continue until the termination of the proceeding and until the sale of such lot or living unit under execution of the judgment establishing it. (It is NOT the homeowner who is the member….see Article III. The BTMA has actually put liens on homeowners when the homeowners are not the members and this board of directors knows the truth–that the homeowners are not, and never were, members yet, they have left homeowners with liens?? This board knowing the truth that homeowners are NOT the members should scurry to correct mistakes when they are now “the board”and several were on there in the past.)
———> CLICK HERE TO SEE WHAT THE ATTORNEYS HAD TO SAY ABOUT IT
And remember it says in ARTICLE VII 3. 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.
9. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage now or hereafter placed upon any lot or living unit subject to assessment; provided, however, that such subordination shall apply only to the assessments or installments thereof which have become due and payable prior to the sale of such lot or living unit pursuant to a foreclosure of such mortgage or transfer or conveyance in lieu of such foreclosure. Such sale pursuant to such foreclosure (remember it is not the lot owner who is the member according to the BTMA Articles of Incorporation, which is the governing document for the BTMA) or such transfer or conveyance in lieu of such foreclosure shall not relieve such lot or living unit from liability for any assessments or installments thereof thereafter becoming due nor from the lien of any such subsequent assessments or installments.(When Paula Hendrix wanted to foreclose on homeowners who had not paid the demand for money the attorney at Hall Estill told Paula in an e-mail that she could not foreclose on homes that were under homestead exemption.)
10. The following property subject to this Declaration shall be exempt from the assessments created herein: (a) all properties dedicated to and accepted by a local public authority or conveyed to a public utility; (b) the common area; and (c) all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Oklahoma, as long as such property is not used for residential purposes.
ARTICLE XII
ALLOCATION OF INCOME AND EXPENSES
1. The corporation shall apply all its revenue from whatever sources derived to the payment of its operating expenses and to other necessary items of disbursement, inclusive of but not limited to, retirement of indebtedness, if any, and construction and improvement of recreational facilities. In addition, the corporation may establish reasonable cash reserves for anticipated future disbursements for maintenance and operating expense, construction and improvement of recreational facilities, and the retirement of debt not subject to amortization. At the end of each fiscal year, any funds remaining after such provisions for anticipated future disbursements shall, in the discretion of the board of directors, be:
(a) applied to the construction or improvement of additional recreational facilities for the benefit of all members of the corporation and the respective owners of each such member, or
(b) distributed to members of the corporation in a reasonable manner. Any such funds so distributed to the members of the corporation shall be used in the discretion of each such member for the payment of operating expenses of such member or for construction or improvement of recreational facilities for the benefit of such member and its owners In no event shall a member of this corporation make a distribution to its owners of any sums so distributed to it by this corporation;
provided, however, that the board of directors of this corporation shall not permit an unreasonable accumulation of undesignated funds of this corporation. It is the intention of this provision to impose an affirmative obligation of the board of directors to expend or establish cash reserves for future expenditures for the benefit of the homeowners in the Burning Tree area of any cash funds remaining after the payment of current operating expenses, Lot owners are NOT the members but the BTMA is going to establish cash reserves for future expenditures for the benefit of the homeowners in the Burning Tree area of any cash funds remaining after the payment of current operating expenses? the establishment of reasonable cash reserves for anticipated future disbursements for maintenance and operating expenses, and the establishment of reserves for the construction of recreational facilities or the retirement of debt not subject to amortization.
2. In the event that the corporation has an operating deficit at the end of the its fiscal year, after having applied all prior years’ surplus earnings, such deficit shall be allocated to members on the following basis:
(a) Each member (Remember the member is not the lot owner according to the BTMA Articles of Incorporation) shall pay that fractional part of the corporation’s deficit equal to the total amount of the deficit multiplied by a fraction, the numerator of which is the dollar amount total annual assessments levied by that member on its membership and the denominator of which is the dollar amount of the total annual assessments levied by all members on their memberships.
3. Each member shall treat any assessment against it by the corporation to cover an operating expense deficit as an operating expense of the member.
4. In the event a member fails to pay its share of the corporation’s operating expense within thirty (30) days after having been notified of the amount due, the member shall be suspended from participation in the affairs of the corporation, and the member’s membership shall be prohibited from using the facilities of the corporation until such time as the amount assessed is paid by the member.
ARTICLE XIII
CORPORATE SEAL
The corporation shall have a seal in circular form having within its circumference the words: BURNING TREE MASTER ASSOCIATION, INC.
ARTICLE XIV
AMENDMENTS
These bylaws may be amended, at a regular or special meeting of the members, by a vote of a seventy-five percent (75%) majority of a quorum of members present in person or by proxy.
ARTICLE XV
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year. ( Don’t you have to amend the by-laws to change that since it is an Article in the bylaws? When was it voted on?)
Adopted this ____ day of ________,1975
(corporate seal) BURNING TREE MASTER ASSOCIATION, INC.
An Oklahoma Corporation
ATTEST:
______________________________ By: _____________________________
Secretary President
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