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2007-07-27 Bylaws BYLAWS OF ALBERTVILLE MARKETPLACE ASSOCIATION, INC. ARTICLE 1. NAME AND LOCATION The name of the corporation is ALBERTVILLE MARKETPLACE ASSOCIATION, INC. The principal office of the corporation shall be located at 501 East South St., Belle Plaine, MN 56011, but meetings of Members and directors may be held at such places within the State of Minnesota as may be designated by the Board of Directors. ARTICLE 2. DEFINITIONS 2.1) "Association" shall mean and refer to Albertville Marketplace Association, Inc., a Minnesota nonprofit corporation. 2.2) "Declarant" shall mean and refer to Albertville Marketplace, LLC, a Minnesota limited liability company, its successors and assigns. No individual or entity acquiring an undeveloped Lot from the named Developer shall become a "Developer" solely by such acquisition, but only as a result of a specific assignment of Developer and/or Declarant rights, which assignment shall not be effective unless incorporated in the instrument of conveyance. 2.3) "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions of Albertville Marketplace, LLC applicable to the Property recorded in the Office of the County Recorder, Wright County, Minnesota, and any amendments thereto. 2.4) "Developer" shall mean and refer to the Declarant. 2.5) "Lot" shall mean and refer to Lots 1 through 4, Block 1, Albertville Marketplace. 2.6) "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration. 2.7) "Owner" shall mean and refer to the record Owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Property (excluding contract sellers and including in place thereof their contract purchasers, except as to any Lot where Declarant or its lawful successors or assigns is the contract seller, in which case Declarant or its lawful successors or assigns shall be deemed the Owner of such Lot or Lots) and excluding those having such interest merely as security for the performance of an obligation. 2.8) "Property" shall mean and refer to that certain real property subject to the Declaration and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Any words and terms not defined herein shall have the meaning ascribed to them in the Declaration, filed for record in the office ofthe County Recorder, Wright County, Minnesota. ARTICLE 3. MEMBERS AND VOTING 3.1) Membership. Each Owner shall be a Member of the Association, and no other person or entity shall be entitled to membership. The Declarant is entitled to Membership only so long as the same is the Owner of one or more Lots in the Association. 3.2) Transfer of Membership. Each membership is appurtenant to the Lot on which it is based and shall transfer automatically by voluntary or involuntary conveyance of the ownership of the Lot. It shall be the responsibility of each Owner, upon becoming entitled to membership, to notify the Association in writing, and until so notified, the Association may continue to carry the name of the former Owner as a Member, in its sole discretion. 3.3) Multiple Owners. When more than one person holds an ownership interest in a Lot, the vote for such Lot shall be exercised as they between or among themselves determine and jointly signify in writing to the Secretary of the Association, but in no event shall more than the assigned vote be cast with respect to any Lot nor shall the vote allocated to a Lot be split or otherwise cast separately by the several Owners. In the event multiple Owners cannot agree on the exercise of voting power for such Lot, anyone of the Owners may apply to the Board of Directors of the Association, which, after hearing all parties at a special meeting, shall determine the manner of exercise of the voting power for said home by a majority vote of the Directors (as hereinafter defined) voting at the special meeting. A Director shall not vote upon such determination with respect to a Lot of which said Director is one of the multiple Owners. 3.4) V oting. Each Lot shall be entitled to vote in the affairs of the Association on a square footage basis according to the percentages assigned in the Declaration for voting and assessments. If any Lots are consolidated or the recorded plat of Albertville Marketplace amended in any way changing the square footage of the Lots subject to the Declaration, the percentage of votes in the Association shall change accordingly. Votes shall be exercised by the Owners in accordance with the above provisions. A majority of all votes shall govern all determinations of the Owners, except where a greater vote is required by the Declaration or these Bylaws. 3.5) Suspension of Voting Rights. In the event any Owner is in arrears in the payment of any dues or assessments against a Lot for a period of sixty (60) days, or is in default in the performance of any of the terms of the Declaration for a period of sixty (60) days, such Owner's right to vote as a Member of the Association will be suspended and will remain suspended until all payments are brought current and all defaults remedied. 3.6) Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of Owners representing a majority of the voting power of the Association shall constitute a quorum. If a quorum has been present at a meeting and Members have withdrawn from the meeting so that less that a quorum remains, the Members still present may continue to transmit business until adjournment. If an Owner's right to vote as a Member of the Association 2. is suspended under Section 3.5 hereof, such voting power shall be deducted for purposes of determining a quorum. If a quorum is not reached at a meeting and the meeting is recalled, the quorum requirement for the recalled meeting shall be one-half (1/2) of the requirement for the previous meeting, until a quorum is reached. 3.7) Proxies. Votes may be cast in person or by proxy. Proxies must be filed with the President, Secretary, or other officer of the Association before the appointed time of each meeting. A person designated by proxy to act for a Member need not be a Member. ARTICLE 4. ASSOCIATION MEETINGS 4.1) Annual Meetings. The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter, at the hour of 10:00 o'clock a.m. If the day for the annual meeting ofthe Members is a weekend or legal holiday, the meeting will be held at the same hour on the first day following which is not a weekend or legal holiday. 4.2) Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (114) of all of the votes of the Association. 4.3) Notice of Meetings. 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 fifteen days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. A Member may waive notice of a meeting of Members. A waiver of notice by a Member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a Member at a meeting is a waiver of notice of that meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. ARTICLE 5. BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE 5.1) Number. The affairs of the Association shall be managed by a Board of three (3) directors, who need not be Members of the Association. The first Board of Directors of the Association shall consist of the three (3) persons designated as Directors in the Minutes of Action of the Incorporator of the Association (the "Initial Board of Directors"). During the Declarant Control Period, as defined below, Declarant may remove, re-elect or re-appoint any 3. member of the Initial Board of Directors and designate his or her successor. The Initial Board of Directors shall have the power to adopt the Bylaws of the Association, to elect officers, to establish the amount and a schedule of assessments, and shall have generally the powers and duties of the Board of Directors as set forth herein and in the Articles of Incorporation of the Association. The "Declarant Control Period" commences with the first conveyance by Declarant of a Lot to an Owner other than Declarant, and terminates upon the earliest of (i) the date which is five (5) years after such conveyance, or (ii) the date Declarant voluntarily surrenders the right to elect or appoint the Board of Directors, or (iii) sixty (60) days after conveyance of all of the Lots to Owners other than Declarant. Each member of the Board of Directors shall have equal voting rights. 5 .2) Term of Office. The Initial Board of Directors shall serve until they are removed by Declarant or until the annual meeting held following the expiration of the Declarant Control Period. The Initial Board of Directors shall call the first annual meeting of the members to be held on a date within sixty (60) days after the expiration of the Declarant Control Period. At the first annual meeting held after the expiration of the Declarant Control Period, the Members shall elect one (1) director for a term of one (1) year, one (1) director for a term of two (2) years, and one (1) director for a term of three (3) years. At each annual meeting thereafter, until the number of directors is changed by the Members, the Members shall elect successors to the director or directors whose term shall expire that year to hold office for a term of three (3) years, so that the term of office of at least one director but not more than two (2) directors shall expire in each year. 5.3) Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of the death, resignation, or removal of a director, his successor shall be selected by a majority of the remaining Members of the Board and shall serve for the unexpired term of his predecessor. Newly created directorships resulting from an increase in the authorized number of directors by amendment to these Bylaws may be filled by a two-thirds (2/3) vote of the directors serving at the time of such increase; and each person so elected shall be a director until his successor is elected by the Members of the Association, who may make such election at their next annual meeting or at any meeting duly called for that purpose. 5.4) Resignation. A director may resign at any time by giving written notice to the Association. The resignation is effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice. If a resignation is made effective at a later date, the Board of Directors or the Declarant, as applicable, may fill the pending vacancy before the effective date if the Board of Directors or the Declarant, as applicable, provides that the successor does not take office until the effective date. 5.5) Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of Board duties. 5.6) Action Taken Without a Meeting. 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 4. approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors: ARTICLE 6. NOMINATION AND ELECTION OF DIRECTORS 6.1) Nomination. Except as otherwise provided in Article 5, nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or non-Members. 6.2) Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE 7. MEETING OF DIRECTORS 7.1) Regular Meetings. Regular meetings of the Board of Directors shall be held annually without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a weekend or legal holiday, then that meeting shall be held at the same time on the next day which is not a weekend or legal holiday. 7.2) Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) directors, after not less than three (3) days notice to each director. 7.3) Quorum. A majority of the number of 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. 5. ARTICLE 8. POWER AND DUTIES OF THE BOARD OF DIRECTORS 8.1) Powers. The Board of Directors shall have power to: (a) Adopt and publish rules and regulations governing the use of the Road and easement areas, facilities thereon and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof; (b) Suspend the voting rights of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association; (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 ofIncorporation, 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, or such other employees as they deem necessary; and to prescribe their duties. 8.2) Duties. It shall be the duty of the Board of Directors to: (a) Cause to be kept a complete record of all of 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 required in writing by one-fourth (1/4) of the Members who are entitled to vote; (b) Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed; (c) As more fully provided in the Declaration, to: (1) fix the amount of the annual assessments against each Lot at least thirty (30) days in advance of each annual assessment period; (2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at law against the Owner personally obligated to pay the same. (d) Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable 6. charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; and (e) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. ARTICLE 9. OFFICERS AND THEIR DUTIES 9.1) Enumeration of Officers. The officers of this Association shall be a President and Vice President, who shall at all times be Members of the Board of Directors, a Secretary and Treasurer, and such other officers as the Board may from time to time by resolution create. 9.2) Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members. 9.3) 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 disqualified to serve. 9.4) Special Appointments. The Board may elect such other officers as the affairs of the 'Association may require, each of who shall hold office for such period, have such authority, and perform such duties as the Board, from time to time, may determine. 9.5) Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time 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 unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 9.6) Vacancies. A vacancy in any office may be filled by appointment by the Board. The officers appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. 9.7) Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one (1) of any of the other offices except in the case of special offices created pursuant to Section 9.4 hereof. 9.8) 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; and may sign checks. (b) 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. 7. (c) Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors, serve notice of meetings of the Board and other 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. (d) Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the Board of Directors; may sign checks 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; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting; and deliver a copy to each of the Members. ARTICLE 10. COMMITTEES 10.1) The Board of Directors of the Association shall act as or shall appoint an Architectural Control Committee and a Nominating Committee. In addition, the Board of Directors shall appoint other committees as it deems appropriate in carrying out its purposes. Unless otherwise provided herein, each committee shall consist of a Chairman and two or more Members and shall include a Member of the Board of Directors. The Committee shall be appointed by the Board of Directors prior to each annual meeting to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each such annual meeting. 10.2) The Nominating Committee shall have the duties and functions described m Article 6 hereof. 10.3) The Architectural Control Committee shall have the duties and functions described in the Declaration. 10.4) Each committee shall have the power to appoint a subcommittee from among its membership and may delegate to any such subcommittee any of its powers, duties and functions. ARTICLE 11. BOOKS AND RECORDS The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspection by any Member. 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, where copies may be purchased at a reasonable cost. 8. ARTICLE 12. ASSESSMENTS As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon each respective Lot 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 personally obligated to pay the same or foreclose the lien against the Lot, and the interest, costs, and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waiver or otherwise escape liability for the assessments provided for herein by nonuse ofthe Common Area or abandonment of the Owner's Lot. ARTICLE 13. AMENDMENTS 13.1) Except as otherwise provided in the Declaration, these Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of Members present in person or by proxy. ARTICLE 14. ADDITIONAL DEVELOPER RIGHTS The Developer shall have the right to prohibit, stop or remedy any action to be, or being taken by the Association, as the case may be, if such action is or may be a violation of or has or may have a detrimental effect on Developer because of Developer's covenants and agreements with the City of Albertville, or as the same may be amended or modified by the City of Albertville. The jurisdiction of the Association shall be subject to any and all agreements between the Developer and the City of Albertville covering the Property subject to the Declaration or any part thereof, whether such agreement or agreements are before or after the date of filing of Articles of Incorporation for the Association. Provided, however, the Developer shall exercise the rights provided for above only if the Association shall fail to remedy an action which is or may be a violation of such agreements after notice from the Developer to do so. The Association shall comply with the terms of the above-described agreements. These rights shall only be exercised by the Developer to the extent consistent with the said agreements and as long as Developer is the Owner of one or more Lots in the Association. ARTICLE 15. MISCELLANEOUS 15.1) Notices. Unless specifically provided otherwise in the Act, the Declaration or these Bylaws, all notices required to be given by or to the Association, the Board of Directors, the Association officers or the Owners shall be in writing and shall be effective upon hand 9. delivery, or mailing if properly addressed with postage prepaid and deposited in the United States mail. 15.2) Severability. The invalidity or unenforceability of any part of these Bylaws shall not impair or affect in any manner tbe validity, enforceability or effect of the balance of these Bylaws. 15.3) Captions. The captions herein are inserted only as a matter of convenience and for reference and in no way limit or proscribe the scope of these Bylaws-or the intent of any provision hereof. 15.4) Waiver. No restriction; condition, obligation or prOVISIOn contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur. 15.5) No Corporate Seal. The Association shall have no corporate seal. 15.6) Fiscal Year. The fiscal year of the Association shall be as determined by the Board of Directors. 15.7) Conflicts in Documents. In the event any conflict among the provisions of the Declaration, the Articles, the Bylaws or the Rules and Regulations, the Declaration shall control. If there is a conflict between the Articles, Bylaws and Rules and Regulations, the Articles shall control. If there is a conflict between the Bylaws and the Rules and Regulations, the Bylaws shall control. 15.8) Priority of State Law. These Bylaws are designated to comply with the requirements of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317 A. In case any provisions of these Bylaws shall conflict with the provisions of such statutes, the provisions of the statute in question will apply. 10. , . IN WITNESS WHEREOF, we, teeing all of ~trectors of Albertville Marketplace Association, Inc, have set our hands this ~ day of \A 1 ' 2007. WOVED: i ~,'\\~ . ~ .X '\\ \\) f\{\r~ ~~ilip A. Morris, Director (,'c' \ '\ \'<\. 'i \ \ ' '" \'~"~ 1 Iff!" .f, \ ~ " .' .i " i . ,^ r 'I' (;.M, ( 0; ON~ r '_, \.. Mary 0' 0 is, Di~ '. tor ( .;-1 -- 1 ~./~,,-- ___' /" Cf"J~'A.C'-'1 ,./" ~ P" C .' George Daniels, Director The undersigned hereby certifies that these are the Bylaws of Albertville Marketplace ASSO~ Inc., as adopted at the first meeting of the Board of Directors on the ;).? day of 1 ' 2007, and that the above signed are all directors of Albertville Marketplace ~ssociation, Inc. ~; /J ~~ (..~, " /7 __/ "''''4>~___ C. @ 1 L. ~~~/ - Georgeiels, Secretary THIS INSTRUMENT DRAFTED BY: LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. 1500 Wells Fargo Plaza 7900 Xerxes A venue South Bloomington, Minnesota 55431 (952) 835-3800 1120878.1 11.