To all homeowners in Burning Tree Area #4 Association, Inc. 11-15-11
The board of directors of Burning Tree Area #4 Association, Inc. has just completed writing by-laws for the Association. Burning Tree Area #4 Association, Inc. did not have a set of by-laws to help administer the business of the Association. These by-laws were carefully written and reviewed by all members of the board of directors keeping in mind the Corporation Laws of the State of Oklahoma and the Covenants and Articles of Incorporation of Burning Tree Area #4 Association, Inc.
Several points of interest include:
1. The use of electronic communications for voting and notification of meetings as permitted in Oklahoma State statutes. The cost savings will be significant if we do not need to mail as many notices. We realize some members do not have computers, and of course these members will continue to receive their notices by mail.
2. Requiring a vote of all members to increase the amount of the annual assessment. *As a note, the current board of directors is recommending an assessment of zero ($0) dollars for 2012 which must be agreed to by a vote of the members. You will receive your ballot in the mail soon, with the annual meeting notice.
3. There are no special assessments mentioned in the by-laws.
4. The by-laws were aligned with the covenants which specifically state what the annual assessment can be used for. An annual assessment if voted by two-thirds (2/3) of the members can be used only for (as the Covenants have always stated) the actual cost of upkeep, repairs, and maintenance of recreational facilities located in said subdivision . However, Burning Tree Area #4 Association, Inc. does not own common areas, or have any common facilities.
The IRS, in numerous conversations, advised that any assessments collected by Burning Tree Area #4 Association, Inc. will be subject to federal and state taxes. Additionally, if assessments are collected, there would also need to be a bookkeeper, an auditor hired each year, a treasurer, a checking account, and several other things that have not yet been considered.
Below is a portion of the Covenants as found in the Certificate of Dedication, filed in 1976, with the Tulsa County Clerk:
c) Membership in Home Owners Association.
Each and every lot owner shall have an easement (limited right to make use of a property owned by another) to use the facilities of the Association (according to the attorneys anytime the word Association is mentioned without the specific name of the Association before it, it is the Association the document is written about, in this case Burning Tree Area #4 Association) of which said lot owner is a member, and of the Burning Tree Master Association, subject however, to the rules and regulations thereof. Membership in the Association (Burning Tree Area #4 Association)shall be subject to assessments for the actual cost of maintenance, repair and upkeep shall be a lien upon any lot of any owner in said subdivision, (Burning Tree Area #4) and shall be subject to enforcement as provided in the By-Laws of the Association. (Burning Tree Area #4 Association)
(d) The owner of any lot, by acceptance of a deed therefore, shall be deemed to have accepted membership in the Burning Tree Area #4 Association, Inc. agreed to abide by the rules and regulations of the Association (Burning Tree Area #4 Association) concerning the use of the facilities, open spaces and recreation areas; and agreed to pay assessments made for the maintenance, repair and upkeep of the common areas of the Association. (Did you notice that it does NOT state that Burning Tree South lot owners are members of Burning Tree Master Association? No, just Burning Tree Area #4 Association, Inc.)
(Again, please remember that Burning Tree Area #4 Association has no common areas for which they can assess and that is why Burning Tree #4 never has!)
It is the desire of the board of directors of Burning Tree Area #4 Association, Inc. to provide you with the information you may need to help understand the by-laws attached to this letter. Please read the by-laws carefully.
Without further ado………
BY-LAWS OF BURNING TREE AREA #4 ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation is BURNING TREE AREA #4 ASSOCIATION, INC. referred to in these By-Laws as the Association. The principal office of the corporation shall be located within Burning Tree Area #4, at the Secretary of the Board’s Residence for the term of their office. 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 Area #4 Association, Inc., its successors and assigns.
a. For general use the term “Burning Tree South Neighbors” can be used as an acceptable but not legal title for signage, newsletters, correspondence, etc.b. Any reference on the plat or City of Tulsa, or State of Oklahoma documents that say Burning Tree South or Burning Tree South Addition may refer to the legal name of Burning Tree Area #4 Association, Inc.
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. All of Blocks One (1), Two (2), Three (3) Four (4), Five (5), and Six (6), except Lt19, Blk4 and Lt1, Blk1 of BURNING TREE SOUTH ADDITION, an Addition to the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded plat thereof.
4. “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.
5. “Lot” shall mean and refer to any separately numbered plot of land shown upon any recorded subdivision plat of the properties
6. “Living Unit” shall mean and refer to any portion of a single-family structure situated on the properties designed and intended for the use and occupancy as a residence by a single family.
7. Members” shall mean and refer to those persons or entities entitled to hold membership in the Association as set forth in the Articles of Incorporation.
8. “Owner” shall mean and refer to the record owner, whether one or more persons or entities of a fee simple title or notarized contract for deed to any lot or living unit situated upon the property and which is subject by covenants of record to assessment by Burning Tree Area #4 Association, Inc. including contract sellers but excluding those having such interest merely as security for the performance of an obligation.
ARTICLE III
MEMBERSHIP
Every owner of a lot described in paragraph 3 of Article II shall be a member of the Burning Tree Area #4 Association, Inc.
ARTICLE IV
MEETINGS OF MEMBERS
1. The annual meeting of the members shall be held on the FIRST Thursday of November at 7:00 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 (confirm) 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 by the president or by one-half (1/2) of the members of the board of directors. A special meeting shall be called upon written request of one-third (1/3) of the members who are entitled to vote.
3. Whenever members are required or permitted to take any action at a meeting, notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, absentee ballot if allowed, the means of remote communication, if any, by which members, or proxy holders may be deemed to be present in person and vote at the meetings, and in the case of a special meeting, the purpose for which the meeting is called. The written notice of any meeting shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting to each member entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the member at his address as it appears on the records of the corporation. The secretary or person authorized to call the meeting shall be responsible for the notice. Any notice to the members given by the corporation under any provision of the By-Laws or the Certificate of Incorporation shall be effective if given by a form of electronic transmission consented to by the member to whom the notice is given. The consent shall be revocable by the member within three (3) days after transmission by written notice to the corporation. The board of directors may determine that the meeting shall not be held at any place, but instead be held solely by means of remote communications.
4. An affidavit of the secretary that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Electronic transmission means any form of communication, not directly involving the physical transmission of paper.
5. The presence at the meeting of members entitled to vote or of proxies entitled to vote of one-half (1/2) of all the membership entitled to vote, including proxies shall constitute a quorum for any action except as otherwise provided in these By-Laws, the Declaration, or the Articles. Each member is entitled to one vote per lot. 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 (48) hours, no more than thirty (30) days after the original meeting. When a meeting is adjourned to another time or place notice need not be given of the adjourned meeting if the time and place of the meeting are announced at the meeting at which the adjournment is taken. 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.
6. At all meetings of members, where members are required to take any action, 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 unless otherwise noted. Proxies shall specify definite voting choices.
7. 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 members are not present in person or by proxy, the members not present may thereafter give their written assent to the action taken.
ARTICLE V
BOARD OF DIRECTORS
1. The affairs of the Association shall be managed by a board of directors who must be members of the corporation. The number of directors shall be between three (3) and forty-one (41) and will be determined by the members present at the each annual meeting. All members of the board of directors of Burning Tree Area #4 Association, Inc. shall disclose any potential conflict of interest. If it is decided by the remaining board members that there may be any impropriety or breach of the established fiduciary trust of the board, that board member can be recused.
2. All elections of directors shall be by written ballot.
3. The board of directors may designate one or more committees consisting of one or more of the directors of the corporation. The President of the Board of Directors is an ex-officio member of all committees, except for the nominating committee.
(a) A nominating committee, for election of the board of directors, shall be appointed by the board of directors at least 45 days before the election, to recommend candidates who have a working knowledge of the documents that govern the Association and are willing to serve on the board for the coming year.
(b) A financial audit committee, consisting of one Board member and two lot owners shall be appointed by the Board of Directors to oversee the management of funds, to provide accountability of any financial transactions, It shall their duty to audit the Treasurers accounts at the close of the fiscal year and prepare a written report to be presented at the following March meeting.
4. Directors shall serve for a term of one (1) year. Any or all members of the board may be removed from office with or without cause by a majority vote of all the members of the corporation. In the event of death, resignation or removal of a director, their successor shall be selected by the remaining members of the board, elected at the next meeting of the board and shall serve the unexpired term of the predecessor.
5. No director shall receive compensation for any service he may render to the corporation; however, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
ARTICLE VI
MEETINGS OF DIRECTORS
1. Regular meetings of the board shall be held monthly at a stated time and place as determined by the board of directors.
2. Special meetings of the board shall be held when called by the president of the corporation, or by a majority of the 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. Members of the board of directors or any committee designated by the board may participate in a meeting of the board or committee by means of conference telephone or other means of which all persons participating in the meeting can hear or otherwise communicate with each other.
4. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if all members of the board or committee as the case may be, consent thereto in writing or by electronic transmission, and the writing or electronic transmission are filed with the minutes. Any action so approved shall have the same effect as though taken at a meeting of the directors.
5. All board meetings are open to the membership.
6. All votes shall be recorded by name.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
1. The board of directors shall have power to:
(a) 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 By-laws, the Articles of Incorporation, or the Declaration;
(b) 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
(c) employ a manager, an independent contractor and such other employees as they deem necessary, and to prescribe their duties and compensation.
(d) administer any contract, which could extend beyond one year or is valued at more than $1,000 that is approved by a resolution of the membership at an annual or special meeting. If approval is sought at a special meeting, it must be announced on the agenda in advance.
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 (confirm) the amount of assessment against each lot at least thirty (30) days in advance of each assessment, as hereinafter provided, in Article X.
2. send written notice or electronic transmission of each assessment to every owner subject thereto at least thirty (30) days in advance of any assessment.
(d) cause all officers or employees having financial responsibilities to be bonded, as it may deem appropriate
ARTICLE VIII
OFFICERS AND THEIR DUTIES
1. The officers of this Association shall be a president, a vice president, a secretary, and/or a treasurer, who shall at all times be members of the board of directors, and such other officers or committees as the board may from time to time by resolution create.
2.The election of officers shall be voted on by the board of directors, no later than the next Board meeting where the transfer of office will be performed.
3. The officers of this Association shall be elected annually by the board and each shall hold office for one (1) year unless he or she 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 the remainder of that Board’s term, 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 a majority vote of 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 office they replaced.
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.
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 as directed by the board of directors. The President of the Board of Directors is an ex-officio member of all committees, except for the nominating committee.
Vice President
(b) The vice president shall act in the place of the president in the event of their absence, inability or refusal to act and shall exercise and discharge such other duties as may be required 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. The Secretary shall sign all checks and promissory notes of the Association, along with the Treasurer of the Association as co-signor.
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, along with the Secretary of the Association as co-signor. The Treasurer shall keep proper books of account; cause a monthly cash flow statement, prepare an annual budget, and cause and insure an annual corporate federal, state local income tax return to be filed as prescribed by law. It shall be the responsibility of the Treasurer to give a summary report of financial condition at the annual meeting along with each monthly meeting.
(e) The alternative signor of drafts shall be the Vice-President in the case of the Secretary and Treasure being the same person, or if either Secretary of Treasurer is not available to sign.
ARTICLE IX
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 within five days after written request by certified mail is received. The Declaration, the Articles and these 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.
2. There shall be a cash flow statement and an annual statement of financial condition detailing all expenditures matched to the meeting notes, at the end of each fiscal year, by the financial audit committee and a copy thereof shall be available to each member after the following March meeting.
3. Financial books and records of the corporation shall be maintained by the Treasurer for a period of not less than 7 years. Other books and records shall be maintained by the Secretary.
4. An annual audit of the books and records of the corporation by an independent public accountant can be conducted upon a vote of two-thirds (2/3) of the members.
5. The fiscal year of the corporation shall be the calendar year.
ARTICLE X
ASSESSMENTS
1. Burning Tree Area #4 Association, Inc. has the right, but not the obligation, to collect annual assessments.
Any assessment collected shall be exclusively for the actual cost of maintenance, repair and upkeep of the common areas of Burning Tree Area #4 Association, Inc.
And pay all expenses in connection therewith and all office and other expenses incident to the conduct of that business, including all licenses, taxes, or governmental charges levied against the properties of Burning Tree Area #4 Association, Inc.
And for the purpose of promoting recreation, health, safety and welfare of the residents within the described properties mentioned in Article II.
If anyone shall violate or attempt to violate any of the covenants, it shall be lawful for any other person or person owning any real property situated in said development or subdivision to prosecute any proceedings at law or inequity against the person or persons’ violation or attempting to violate any such covenants and either prevent them from so doing or secure damages or other dues for such violation.
2. The Board of Directors of Burning Tree Area #4 Association, Inc shall recommend to the members the amount of the annual assessment against each lot or living unit at least thirty days in advance of each annual assessment period. Written or electronic transmission notice of the annual assessment shall be sent to every owner subject thereto. The due dates of the assessment shall be the calendar year January 1st thru to December 31st. Assessments will be voted on by the membership at the Annual Meeting. Assessments are due March 1st of each year and past due thereafter.
3. The maximum annual assessment may be increased above that previously established by a vote of the members for the next succeeding two years and at the end of each such period of two years, for each succeeding 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 members at a meeting duly called for this purpose. Written or electronic transmission notice of said meeting setting forth the purpose thereof shall be sent or delivered to all members not less than thirty (30) 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 of those votes eligible to be cast by the members but there are sufficient members present said votes but such members fail to assent to such increased assessments by the vote required thereof. Members not so present or submitted proxy at such meeting may within 30 days thereafter get the written assent to such assessments, and upon delivery of such written assent 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,
4. 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 lot 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.
5. Any assessments which are not paid when past due shall be delinquent and may be collected by any lawful means. Members who have not paid their assessment will not be eligible to vote.
6. 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 XI
CORPORATE SEAL
The corporation shall have a seal in circular form having within its circumference the words: BURNING TREE AREA #4 ASSOCIATION, INC.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a two thirds (2/3) majority, of the eligible members present in person or by proxy.
ARTICLE XIV
MERGERS AND CONSOLIDATIONS
Burning Tree Area #4 Association, Inc participation in mergers or consolidations with other non-profits or corporations organized for the same purpose, or acquisition by gift, purchase or otherwise of real estate, land, or personal property shall require the assent of two-thirds of members eligible to vote either in person or by proxy at a special meeting called for that purpose. Notice shall be delivered by mail or electronic transmission to all members at least 30 days in advance of the special meeting stating the purpose, date place of time of the meeting.
Adopted this 3rd day of November, 2011.
(Corporate seal) BURNING TREE Area # 4 ASSOCIATION, INC.
ATTEST:
( signed by Gail Hauke) By: ( signed by Joseph Nappo)
Secretary President
alongthebeatenroad 