BURNING TREE MASTER ASSOCIATION BY-LAWS (Quick overview of some of the conflicts contained within the BTMA bylaws)

BY-LAWS OF BURNING TREE MASTER ASSOCIATION, INC.

ARTICLE II   DEFINITIONS

1. “Association” shall mean and refer to Burning Tree Master Association, Inc., its successors and assigns.

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.)

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. (Click to see for yourself: BTMA Articles of Incorporation under Article V Membership –lot owners are not the members .)    (REMEMBER if you get a lien  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 Associatons that have been approved by the Declarant.)

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”  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.”

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.)

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. (This is the easement one is given by being an owner. IT is not an obligation to pay unless you use the facilities.) 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. (Notice that 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:

(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 Article V 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.

(4) The right of the Association to suspend voting rights and the right to use of the recreational facilities of any owner for any period during which any assessment against his lot or parcel remains unpaid; (this conflicts with the Burning Tree Master Association Articles of Incorporation- Oklahoma Statutes does not allow that: see Title 18 Chapter 22 – Oklahoma General Corporation Act § 1013. Bylaws 

(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, as the then President Paula Hendrix advised she was she should have bern paying to use the facilities.)

ARTICLE V  MEETINGS OF MEMBERS

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. She was advised that there was no merger on file with the office ofthe Oklahoma Secretary of State 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 needing to remove 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.

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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 had the legal right to 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 for which TeShauna had replaced Paula.
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.

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ARTICLE VII  MEETINGS OF DIRECTORS

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  Oklahoma Statutes does NOT allow there to be any conflicts.( 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)   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 what you are 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!)

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;

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 state  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:

(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: 

ARTICLE IX  OFFICERS AND THEIR DUTIES

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:

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.

ARTICLE X

BOOKS 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.

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: see 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.

3.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.

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, (Where was that agreed to in the covenants?) and the Association may bring an action at law against the owner (the owner?? The owner of what?? The 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 (a couple of points incorrect in that sentence! ) , 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 says they may 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 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.“

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. (But wait….it is NOT the homeowner who is the member….see Article III. So, let me get this straight….the BTMA has actually put liens on homeowners when the homeowners are not even 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; (NO lot or living unit is, according to the Articles of Incorporation! It is the area associations, not the lot owners who are the members) 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 and according to Oklahoma statutes BTMA bylaws cannot conflict with BTMA Articles of Incorporation, yet as you can see they do) 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.

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?)

Be sure to check out: Burning Tree Master Association Articles of Incorporation