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BYLAWS
OF
STONE MEADOW PROPERTY OWNERS ASSOCIATION, INC.

ARTICLE I
NAME AND LOCATION

The name of the Corporation is Stone Meadow Property Owners Association, Inc., hereinafter referred to as the "Association."  The principal office of the corporation shall be 1910 E. Battlefield, Suite B, Springfield, Missouri, 65804 but meetings of Members and directors may be held at such places as may be designated by the Board of Directors.

ARTICLE II
DEFINITIONS

All terms defined in the Declaration of Covenants, Conditions and Restrictions of Stone Meadow subdivision and any amendments thereto shall have that same meaning in the Articles of Incorporation and in the Bylaws of the Association.

ARTICLE III
MEMBERSHIP

The Membership of the Association shall consist of the Lot Owners in Stone Meadow as defined in the Declaration.

ARTICLE IV
RIGHTS TO COMMON AREA

Section 1. Owner's Easements of Enjoyment.
Every Owner, shall have a nonexclusive right to use and an easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Lot.  Such right and easement shall extend to each Owner, and his agents, tenants, family members and invitees, subject to the following provisions:
(a) The right of the Association to impose Rules under which Common Areas may be used by Members and/or their invitees;
(b) The right of the Association to suspend any Owner's voting rights and his right to use the recreational facilities for the period during which any assessment against his Lot remains unpaid; and, for a period not to exceed ninety (90) days for any infraction of the Declaration, the Bylaws of the Association or any Rules which may be imposed by the Association;
(c) The right of the Association to impose Rules for the Limited Common Elements.

ARTICLE V
SELECTION, REMOVAL AND COMPENSATION OF DIRECTORS

Section 1. Selection and Term of Office.
The first Board of Directors of the Association shall be Ronald K. Stenger, Lezah E. Stenger and James L. Sivils who shall hold office until the first annual meeting of the Members.  At the first annual meeting of the Members three directors shall be elected for a term of one year each.  Directors shall be elected by a majority vote of the Members entitled to vote at such meeting.  Each director shall hold his office for the term for which he is elected or until his successor shall have been elected and qualified.

Section 2. Removal.
Any director may be removed from the Board, with or without cause, by a majority vote of the Members.  In the event of death, resignation or removal of a director by a majority vote of the Members, his successor shall be selected by the remaining directors and shall serve for the unexpired term of his predecessor.

Section 3. Compensation.
No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties, as approved by the Board.

Section 4. Directors Quorum and Votes.
A quorum at any Directors meeting shall consist of a majority of the Directors present in person or by proxy, at the beginning of the meeting.  With a quorum, a majority vote of the Directors present, in person or by proxy, is the act of the Association.

ARTICLE VI
POWERS, RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers.
The Board of Directors shall have the power:
(a) To do any and all lawful things which may be authorized, permitted or required to be done by the Association under the Declaration, the Articles or Bylaws, and to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers of the Association;
(b) To adopt and publish Rules governing the use of the Common Area and Limited Common Elements, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof.

Section 2. Action Taken Without a Meeting.
The directors shall have the right to take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of all the directors.  Any action so approved shall have the same effect as though taken at a meeting of the directors.

Section 3. Conference Calls. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating can hear each other and participation in a meeting in this manner shall constitute presence in person at the meeting.

Section 4. Duties.
It shall be the duty of the Board of Directors:
(a) To cause the affairs and business of the Association to be properly conducted and administered;
(b) To carry out the purposes of the Association as set forth in the Articles of Incorporation and the Declarations.

ARTICLE VII
COMMITTEES

Section 1. Required Committees.
The Board of Directors shall annually appoint an Architectural Committee, in accordance with the Declaration of Covenants, Conditions and Restrictions of Stone Meadow.

Section 2. Other Committees.
In addition to the foregoing, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes.

Section 3. Indemnification.
The Association shall indemnify and hold harmless each of its Directors and officers and each member of any committee appointed by the Board, against any and all liability arising out of any acts of the Directors, officers, committee members, Board or arising out of their status as Directors, officers, committee members, unless any such act is a result of gross negligence or criminal intent.  It is intended that the foregoing indemnification shall include indemnification against all costs and expenses reasonably incurred in connection with the defense of any claim, action or proceeding, whether civil, criminal, administrative or other, in which any such Director, officer or committee member may be involved by virtue of such person having the status of a Director, officer or committee member, provided, however, that such indemnity shall not be operative with respect to any matters which such person shall have been finally adjudged in such action or proceeding to be liable for gross negligence or criminal intent in the performance of his duties.

ARTICLE VIII
MEETING OF MEMBERS

Section 1. Annual Meetings.
The annual meeting of the Members shall be held at such date and time as the Board shall determine.

Section 2. Special Meetings.
Special meetings of the Members may be called at any time by the President or by any Director, or upon written request of five (5%) percent of the Members.  Such written request must state the specific purposes for the special meeting.  Only those matters that are within the purposes described in the special meeting notice may be conducted at a special meeting of Members.

Section 3. Notice of Meeting.
Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meetings, by mail, by or at the direction of the President, to each Member entitled to vote at such meeting.  If a special meeting is called pursuant to a Members' request, notice shall be given within 30 days of the receipt of the Members' written request for a special meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at their address as it appears on the records of the corporation, with first class postage thereon prepaid.

Section 4. Action by Written Ballot.
Any action which may be taken at any annual, regular or special meeting of Members may be taken without a meeting as provided in RSMO 355.266.

Section 5. Quorum and Vote.
A quorum at any meeting shall consist of 20% of the Members present in person, or by proxy, at the beginning of the meeting.  With a quorum, a majority vote of the Members present, in person or by proxy, is the act of the Members.

ARTICLE IX
OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers.
The officers of this Association shall be a president and a secretary and such other officers as the Board may from time to time by resolution determine.

Section 2. Election of Officers.
The election of officers shall be made by a majority vote of the Board of Directors.

Section 3. Term.
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 become disqualified to serve.

Section 4. Other Officers.
The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal.
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, and the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies.
A vacancy in any office may be filled by a majority vote of the directors.  The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices.
The offices of president, secretary and any other office elected by the Board may be held by the same person.

Section 8. Duties.
The duties of the officers are as follows:
(a) President. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written documents and shall sign all checks and promissory notes.
(b) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(c) Vice President. In the event the Board shall elect a vice president, the vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(d) Treasurer. In the event the Board shall elect a treasurer, the treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by the President or the Board of Directors; keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting.

ARTICLE X
ASSESSMENTS

Each member is obligated to pay to the Association assessments which are set forth in the Declaration and which are secured by a continuing lien upon the property against which the assessment is made.

ARTICLE XI
BOOKS AND RECORDS

A Member may inspect and copy the books and records of the Association, at a reasonable time and place specified by the Association, subject to provisions of RSMO 355.826.  The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association; a copy shall be provided for the owners of each Lot upon request, and additional copies shall be made available for purchase by Members at a reasonable cost.

ARTICLE XII
CORPORATE SEAL

The Association shall have no corporate seal.

ARTICLE XIII
AMENDMENTS

Section 1. An amendment to these Bylaws must be approved by
(1) the Board and
(2) by the Members by two-thirds of the votes cast or a majority of the votes entitled to be cast, whichever is less; and
(3) in writing by Stone Meadow, L.L.C., its successors or assigns.
Any proposed amendment is not effective until written approval from Stone Meadow, L.L.C. is obtained.

Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.  In the case of conflict between the Declaration and these Bylaws, the Declaration shall control.

 

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Stone Meadow, L.L.C.
5051 S. National Ave., Springfield, MO  65810
(417) 889-4300
E-mail: info@stone-meadow.com
Copyright 2001 Stone Meadow, L.L.C.