BY-LAWS

BY-LAWS
of
OAK CREEK PARKWAY PROPERTY
OWNERS ASSOCIATION, INC.
a Missouri not for profit Corporation


Chapter 1, Purposes and Restrictions.

1.01 Throughout these By-Laws, the Oak Creek Parkway Property Owners Association may also be called ‘the POA’. The purposes of the POA shall be those non-profit purposes stated in the Articles of Incorporation, as they may be amended. No part of the net earnings or other assets of the POA shall inure to the benefit of, be distributed to or among, or revert to, any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the POA, except that the POA may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.

Chapter 2, Offices.

2.01 The principal office of the POA in the State of Missouri shall be located in the County of Stone. The POA may have such other offices within or without said County as may be required.

2.02 The registered office of the POA required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri. The POA shall maintain a registered agent whose address shall be the same as that of the registered office of the POA.

Chapter 3, Members.

3.01 Qualifications of Members. A member must own, or co-own, at least one Lot of Record in one or more of the following subdivisions:

Oak Creek Parkway Subdivision,
Recorded at Book 225, Page 1930, Stone County Recorder of Deeds

Oak Creek Parkway Subdivision, First Addition,
Recorded at Book 276, Page 1868, Stone County Recorder of Deeds

Second addition to Oak Creek Parkway Subdivision,
Recorded at Book 251, Page 1346, Stone County Recorder of Deeds

Third Addition to Oak Creek Parkway Subdivision,
Recorded at Book 314, Page 1449, Stone County Recorder of Deeds

and

Fourth Addition to Oak Creek Parkway Subdivision,
Recorded at Book ____, Page _____, Stone County Recorder of Deeds.

collectively, ‘the Subdivision’.

3.02 Dues. No dues shall be imposed, other than the charges, fees, or assessments, authorized in the Amendment of Previous Declarations of Protective Covenants and Subdivision Indentures and Declarations of Protective Covenants and Subdivision Indentures (‘the Subdivision Restrictions’), that is filed for record contemporaneously with the adoption of these By-Laws.

3.03 Initial Meeting and Annual Meetings.

a. The initial meeting shall be held contemporaneously with the adoption of this Declaration, or as soon as practicable thereafter.

b. The annual meetings of the Members shall be held on each fourth (4th) Saturday in May at 1:00 p.m., or at another time, as the Board shall designate.

c. The annual meetings shall be held to elect directors and officers, and to transact such other business as may come before the meeting.

d. At the annual meetings, the officers and directors shall report to the Members on the activities and financial condition of the POA.

3.04 Special Meetings.

a. Special meetings of the Members may be called at the discretion of the President, at the discretion of a majority of the Board of Directors (‘the Board’).

b. The President or the Board shall call a special meeting when requested to do so by members representing at least ten percent of the Lots in the Subdivision.

3.05 Place of Meetings. The meetings of the Members shall be held at such location as may be specified by the Board.

3.06 Notice.

a. Written or printed notice stating the place, day and hour of each meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided to at least one of the co-owners of each Lot in the Subdivision.


b. Notice shall be given at least fifteen (15) days before the date of the meeting.

c. Notice shall be given either by handing written notice to one of the co-owners of a Lot, or by United States Postal Service,

d. Notice shall be given by or at the direction of the President, or the members of the Board who have called the meeting.

e. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to an owner at his, her, or its address as such address appears on the records of the POA, with postage thereon prepaid.

3.07 Voting.

a. Each Lot shall be entitled to one vote on each matter submitted to a vote of Members, regardless of the number of co-owners.

b. The owner(s) of each lot shall decide how each lot’s vote shall be cast.

c. The vote of a majority of the votes entitled to be cast by the Members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members.

d. No vote shall be cast for any Lot unless charges, fees, or assessments pertaining to such Lot, authorized in the Subdivision Restrictions, have been fully paid.

3.08 Quorum. At any meeting of the Members, to constitute a quorum for the transaction of business, owners or proxyholders entitled to cast the votes of at least ten percent of the Lots in the Subdivision must be in attendance.

3.09 Manner of Acting and Rules of Order.

a. In all matters not covered by the Bylaws, procedure shall be governed by the manual known as Robert's Rules of Order, the Modern Edition.

b. The act of the majority of the Members present at a meeting of the Members at which a quorum is present shall be the act of the Members, unless a greater number is required under the Articles of Incorporation, these Bylaws, any applicable laws of the State of Missouri or Robert's Rules of Order.

3.10 Powers. All powers not reserved to the Members are delegated to the Board.

Chapter 4, Board of Directors.

4.01 Number and Election, Management.

a. The affairs of the POA shall be managed, supervised and controlled by a Board of Directors, consisting of three (3) persons.

b. Any director may also be an officer of the POA.

c. Directors shall be elected by the Members in the manner specified in this Chapter 3.

d. No person may serve as director unless charges, fees, or assessments pertaining to all Lots owned or co-owned by the person, authorized in the Subdivision Restrictions, have been fully paid.

4.02 Term. Each director shall hold office for a term on one year.

4.03 Vacancies. Vacancies occurring in the Board may be filled by the directors then in office until the next annual membership meeting.

4.04 Succession. Any director may succeed himself or herself indefinitely.

4.05 Resignation. Any director may resign at any time by giving written notice to the Board, the President, or the Secretary of the POA. Any such resignation shall take effect at the time specified there. Unless otherwise specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective.

4.06 Removal. Any director may be removed, with or without cause, by the affirmative vote of a majority of the Members at a meeting of the Members at which a quorum is present; provided, however, that a director elected by the Members may be removed by the Members only at a meeting called for the purpose of removing the director, and the notice of such meeting shall state the purpose, or one of the purposes, of the meeting is removal of the director. Removal of a director shall be effective immediately after the vote removing him or her.

4.07 Annual Meetings. An annual meeting of the Board shall immediately follow the annual meeting of the Members of the POA, and shall be held for the purpose of transacting such business as may come before the meeting.

4.08 Special Meetings. Special meetings of the Board may be called by or at the request of the President or by any four directors. The business to be transacted at, and the purpose for, any special meeting of the Board shall be specified in the notice or waiver of notice of such meeting.

4.09 Regular Meetings. Meetings of the Board, regular or special, may be held at any place within Stone County Missouri. Regular meetings shall be held at least semi-annually, or from time to time by resolution of the Board or by unanimous written consent of the members thereof. Meetings of the Board shall be held upon such notice as provided herein. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board need be specified in the notice or waiver of notice of such meeting.

4.10 Participation Through Electronic Communication. Members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

4.11 Action Without Meeting. Any action which is required to be or may be taken at a meeting of the directors, or any committee established by the Board, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee as the case may be. The consent shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document. The Secretary shall file the consents with the minutes of the meetings of the Board or of the committee as the case may be.

4.12 Notice. Notice of any annual, regular or special meeting shall be given at least five (5) days previous thereto by written notice delivered either personally, by facsimile, or other form of wire or wireless communication, or by mail to each director at his or her business or home address. Written notice shall be deemed effective at the earliest of the following: (i) When received; (ii) three days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly and with first class postage affixed; or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.13 Quorum. Two thirds of the whole Board shall constitute a quorum for the transaction of business at any meeting of the Board.

4.14 Manner of Acting and Rules of Order.

a. In all matters not covered by the Bylaws, procedures shall be governed by the manual known as Robert's Rules of Order, the Modern Edition.

b. The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be the act of the Board, unless a greater number is required under the Articles of Incorporation, these Bylaws, any applicable laws of the State of Missouri or Robert's Rules of Order.

Chapter 5, Officers.

5.01 Number and Election.

a. The officers of the POA shall be a President, a Vice President, a Secretary, and a Treasurer.

b. All officers shall be elected at the Annual Meeting of the Members by those members present and said officers shall hold office until the next Annual Meeting of the Members and until their successors shall have been elected and assume office.

c. Where a vacancy occurs in an office, the Board shall fill it for the unexpired term.

d. No person may serve as officer unless charges, fees, or assessments pertaining to all Lots owned or co-owned by the person, authorized in the Subdivision Restrictions, have been fully paid.

5.02 President. The President shall be the chief executive officer of the POA. The President shall preside at all meetings of the Members, the Board, and the Committees, shall have the power to make committee appointments, transact all of the usual, necessary and regular business of the POA as may be required and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases and other documents as shall be required by the POA; and, in general, shall perform all such other duties incident to the office of President and such other duties as may from time to time be prescribed by the Board.

5.03 Vice President. The Vice President shall act as chief executive officer in the absence or incapacity of the President and, when so acting, shall have all the power and authority of the President. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Board.

5.04 Secretary. The Secretary shall record and preserve the minutes of the meetings of the Board and all committees of the Board, shall be responsible for authenticating records of the POA, shall cause notices of all meetings of the Board and committees to be given to the members thereof, and shall perform all further duties as may from time to time be assigned by the Board.

5.05 Treasurer. The Treasurer shall be responsible for all funds of the POA, shall direct that such funds be deposited in such bank or banks as the Board may from time to time determine, and shall make reports to the Board as requested by the Board. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the POA, that reports of such transactions are presented promptly to the Board, that all expenditures are presented promptly to the Board, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The Treasurer shall further perform such other duties incident to his or her office and as the Board may from time to time determine.

5.06 Vacancies. If a vacancy occurs in the office of President, the Vice President shall become the President. If a vacancy occurs in any other office, the vacancy may be filled by the directors until the next annual membership meeting.

5.07 Succession. Any officer may succeed himself or herself indefinitely.

5.08 Resignation. Any officer may resign at any time by giving written notice to the Board, the President (or, if the President wishes to resign, to the Vice President), or the Secretary of the POA. Any such resignation shall take effect at the time specified there. Unless otherwise specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective.

5.09 Removal. Any director may be removed, with or without cause, by the affirmative vote of a majority of the Members at a meeting of the Members at which a quorum is present; provided, however, that a director elected by the Members may be removed by the Members only at a meeting called for the purpose of removing the director, and the notice of such meeting shall state the purpose, or one of the purposes, of the meeting is removal of the director. Removal of a director shall be effective immediately after the vote removing him or her.



Chapter 6, General Provisions.

6.01 Contracts and Instruments, How Executed.

a. The Board may authorize any contract or instrument, to be executed by the President or Vice President and attested by the Secretary.

b. Except as is otherwise provided in these Bylaws, the Board may authorize any contract or instrument to be executed by any other officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the POA. Such agency must be in writing, and may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee of the POA shall have any power or authority to bind the POA by any contract or engagement, pledge the POA’s credit, or render the POA liable for any purpose or in any amount.

6.01 Deposits. All funds of the POA shall be deposited from time to time to the credit of the POA with such banks, bankers, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, agent or agents of the POA to whom such power may be delegated from time to time by the Board.

6.03 Checks and Payments.

a. All checks, drafts, or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the POA, shall be signed by the Treasurer, and in such manner as shall be determined from time to time by the Board. Endorsements for deposit to the credit of the POA in any of its duly authorized depositories may be made, without countersignature, by the Treasurer.

b. All checks, drafts, or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the POA, or endorsements for deposit to the credit of the POA, shall be signed by any officer or agent of the POA to whom the Board, by written resolution, shall have delegated such power.

6.04 Insurance. The POA may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the POA, or who, while a director, officer, employee, or agent of the POA, is or was serving at the request of the POA as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent.

Chapter 7, Amendments to Articles of Incorporation and By-Laws.

7.01 Any amendments to the Articles of Incorporation or the Bylaws of the POA must be approved:

a. By the Board, provided that the amendment does not relate to the number of directors, the composition of the Board, the term of office of directors or the method or way in which directors are elected; and

b. By two-thirds (2/3) of the Members at any meeting, provided fifteen (15) days’ written notice has been given to the members describing the amendment proposed.

Chapter 8, Committees.

8.01 Committee Appointment. The Board shall appoint such committees as are, in the Board’s discretion, necessary to the operation of the POA.

8.02 Standing Committees. Standing committees may be established and members thereof shall be appointed by the Board. The President shall appoint a committee chairperson.