By-laws
WKRRA BY-LAWS
As Amended June 15, 1991, February 20, 2001, November 16, 2004, and February 22, 2006
ARTICLE I
Purpose
The purpose of the corporation shall be to contribute to the beauty, maintenance, improvement, safety, and welfare of Willow Knolls Subdivision, Sections One through Five, and to maintain said area as a desirable district for the mutual benefit of the residents thereof and to purchase, lease or otherwise obtain land and facilities to operate and maintain a park, playground, swimming pool and other recreational facilities for the use and benefit of the residents thereof.
The corporation also has such powers as are now or may hereafter be granted by the Illinois General Not For Profit Corporation Act of 1986 as in effect at the time of adoption of this By-law or as amended from time to time.
ARTICLE II
Offices
The corporation shall have and continuously maintain in this state a registered office (Post Office Box), and a registered agent whose office may be identical with such registered office, and may have other offices within the State of
ARTICLE III
Members
Section 1. Members.
All owners of a lot or lots in Willow Knolls Subdivision , Sections One through Five inclusive, a Subdivision of a Part of the SW 1/4 of Section 8, Township 9 N, Range 8 E of the 4th Principal Meridian, SHALL be members of this corporation subject to the rights and duties of membership as provided herein and specified in the Declaration of Restrictions of said Willow Knolls Subdivision filed for record in the Recorder's Office of Peoria County as Document No. 62-08229 in Book No. 1234 at Page 52 ("Declarations of Restrictions"). The term "owner" means those natural persons who hold possessor title to a lot or lots. There shall be only one membership for each owner regardless of the number of lots owned by such member, and there shall be no more than one membership for each lot regardless of the number of persons who hold title. No firm, partnership, association, corporation, or other such organization shall be entitled to membership or the privileges thereof.
Section 2. Voting Rights.
Each membership shall be entitled to one vote on each matter submitted to a vote of the members, where possessor title to a lot is by anyone of such persons present at a meeting, or the vote may be divided among them upon request.
Section 3. Suspension of Membership Privileges .
The Board of Directors, by an affirmative two-thirds vote of all members of the board may suspend a member’s privileges for cause after an appropriate hearing. The Board of Directors may suspend membership privileges of any member who shall be in default in the payment of dues for a period fixed in Article X of these By-Laws. Membership Privileges include, but are not limited to, use of the pool or park facilities, serving on the Board, or committees, and voting at membership meetings. Amended Feb. 2006
Section4.Reinstatement of Membership Privileges.
Upon receipt of ALL delinquent dues and a written request, signed by a member whose membership privileges have been suspended, and filed with the Secretary, the Board of Directors, may by the affirmative vote of two-thirds of those present at a regularly constituted Board meeting, re-instate membership privileges upon such terms as the Board of Directors deem appropriate. Amended Feb. 2006
Section 5. Transfer of Membership.
Membership in this corporation is not transferable or assignable, except to a purchase of the member's lot in said subdivision, or to a lessee of a member who takes possession of said lot pursuant to a written lease agreement between member and lessee, provided that a full executed copy of said lease shall be first submitted to the board of directors of the corporation before said transfer shall become effective.
ARTICLE IV
Meetings of Members
Section 1. Meetings.
Meetings of the members shall be held during the second (2nd) week of February, April, June, August and October in each year, at the hour of 7:00 p.m., or at such other date and time as reasonably determined by the Board of Directors to be more convenient to the members. The President may call additional meetings throughout the year. The February meeting shall be considered the Annual meeting. The purpose of the Annual meeting is to elect directors, and the purpose of any meeting is to transact such other business as may come before the members. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment there of, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently may be. Amended Feb. 2006
Section 2. Special Meeting.
Special meetings of the members may be called by the President, by the Board of Directors, or by not less than one-tenth of the members having voting rights.
Section 3. Place of Meeting.
The Board of Directors may designate any place within the City of
Section 4. Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, or by signs posted at the entrance to both the North and South portions of the subdivision, or by mail, to each member entitled to vote at such meeting, not less than five nor more than forty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the
Section 5. lnformal Action By Members.
Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum.
The members holding one-tenth of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies.
At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by one member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Section 8. Ballots.
Any action requiring a ballot-type vote by the full membership, shall be counted by one (1) non-board member representative from North and one (1) non-board member representative from South, having one (1) Board Member present. The Board Member shall be selected by the North and South representatives. The non-board representative shall be selected by the Board. All returned/ marked ballots shall be kept by the Secretary for a period of one (1) year.
ARTICLE V
Board of Directors
(Officers)
Section 1. General Powers.
The affairs of the corporation shall be managed by its Board of Directors. The Board of Directors may levy annual dues of each member, and assessments for each lot in the Willow Knolls Subdivision pursuant to the Declaration of Restrictions, subject to the requirements of Article VIII.
Section 2. Number. Tenure. and Qualifications.
The number of directors shall be seven (7). The Board shall consist of President, Vice President, Secretary, Treasurer and three (3) Members-at-Large and all shall be members of the corporation. Directors shall be elected by the members at the February meeting for a term of two years. The President, Secretary, and one (1) Member-at-Large shall be elected in the even numbered years. The Vice President, Treasurer and two (2) Members-at-Large shall be elected in the odd numbered years to fill the office held by those whose terms next expire. No officer shall hold more than one (1) office during any given term of office. There SHALL NOT be more than one (1) officer from any given household (or lot). The office of President shall have a term limit of two (2) terms consecutively. After serving two ( 2) consecutive terms, the President MUST leave the Board for at least one (1) year before serving on the Board again. No other office has a term limit.
Section 3. Election of Officers.
The President or designee at a meeting, held at least two (2) months prior to the February meeting, shall appoint a nominating committee. A slate of candidates shall be presented to the members of the corporation one (1) month before the February meeting. The election shall be held at the February meeting with the newly elected officers being installed at the conclusion of that meeting.
Section 4. Regular Meetinqs.
Regular meetings of the Board of Directors shall be held as determined and agreed on by the Board. The Board of Directors may provide, by resolution, the time and place, within the City of
Section 5. Special Meetings.
Special meetings of the Board of Directors may be called by, or at the request of, the President or any two directors. The person or persons authorized to call special meetings of the board may fix any place within the City of
Section 6. Notice.
Notice of any special meeting, of the Board of Directors, shall be given verbally, or electronically, by the President or his/her designee. In the case of verbal notification, the notification shall be made with the witness of at least one (1) other Board member. Any Director may waive notice of any meeting. The attendance of any 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.
Section 7. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these By-laws.
Section 9. Vacancies.
Any vacancy occurring on the Board of Directors shall be filled by a special election. Such election shall take place one (1) month after the vacancy is acknowledged, and a candidate(s) is nominated by the membership of the corporation. A Director elected to fill a vacancy shall serve for the remainder of the un-expired term of his/her predecessor in office. No vacancy shall occur as a result of an increase in the number of members of the Board of Directors, unless approved by the members of the corporation, and an amendment to Article V, Section 2, of these By- laws is written and approved.
Section 10. Compensation.
Directors as such shall not receive any salaries for their services. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore, or for obtaining reimbursement for actual expenses.
Section 11. Honorarium.
The Treasurer may receive an honorarium in March for the preceding year. Such honorarium shall not exceed more than three (3) times the amount of the Treasurer's annual association dues.
Section 12. Removal.
Any elected officer of the Board may be removed by the members of the corporation, whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights if any, of the person so removed. Such removal shall require a majority vote of the total membership responding.
Section 13. President
The president shall be the principal executive officer of the corporation and shall in general supervise and control all the business and affairs of the corporation. The president shall preside at all meetings of the members and the Board of Directors. The president may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors "has authorized" to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-laws, or by statute to some other officer or agent of the corporation and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time-to-time.
Section 14. Vice President.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President. And when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as, from time-to-time, may be assigned him or her by the President or by the Board of Directors.
Section 15. Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties. The corporation shall pay the cost of such bond. The Treasurer shall have charge and custody of, and be responsible for all funds and securities of the corporation; received and give receipt for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-laws; and in general perform all duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned by the President or by the Board of Directors. The Treasurer shall, at any regular meeting, give an accounting of the current financial state of the Corporation, along with a copy of the most recent bank statement. The Treasurer shall, at the annual meeting, present a full written financial statement of accounts, along with a budget for the upcoming year. The Treasurer shall maintain a "Reserve" amount earmarked for such emergent situations as repairs to the pool. With Board recommendation, association funds are limited to cash or cash equivalents that would maximize interest earnings on funds not needed for short- term expenses.
Section 16. Secretary.
The Secretary shall keep the minutes of all meetings of the members, and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE VI
Committees
There shall be five (5) basic committees: Park (or land), Pool, Pool Administration, Welcoming, and Finance. At least one Board Member shall be a member of the various committees. The Board of Directors may appoint temporary committees as necessary.
Section 1. Committees.
It is recommended that a non-board member be chairperson of each committee. Each committee shall have and exercise the authority of the Board of Directors in the management of the corporation and have the responsibility of the committee's specified area, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director, of any responsibility imposed upon the Board of Directors or a director by law. Each member of a committee is appointed by the Board of Directors for a term of one (1) year with reappointment possible. Membership to any committee is strictly voluntary, and is limited to members of the corporation.
Section 2. Chairperson .
One member of each committee shall be appointed Chairperson. Such appointment shall be made by the committee members. It is recommended each chairperson meet with the committee from time to time as the committee might determine.
Section 3. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
Section 4. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
Section 5. Rules.
Each committee may adopt rules for its own government not inconsistent with these By-laws, or with rules adopted by the Board of Directors.
Section 6. Compensation.
The members of a committee as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any member of a committee from serving the corporation in any other capacity and receiving compensation therefore or for obtaining reimbursement for actual expenses.
ARTICLE VII
Contracts, Checks, Deposits and Funds
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these 'By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances; provided, however, that the Board of Directors may not authorize the following acts without authorization by a majority of ballots returned by members of the corporation: a) sale of real estate, b) incur liabilities in excess of 20% of annual revenues of the corporation at the time authorization is given, or c) levy assessments pursuant to the Declaration of Restrictions, not including annual dues, in any one (1) year in excess of $100 per lot.
Section 2. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidence on indebtedness issued in the name of the corporation, shall be signed by such officer, or officers, agent or agents of the corporation and such manner as shall from time-to-time be determined by resolution of the Board of Directors. The Treasurer shall be the principle check signer for WKRRA bank account. A secondary signer will be authorized by the Board to sign checks for emergency payments when the Treasurer is not available. All checks over two hundred dollars ($200.00) shall require a second signature. Such signature can be that of any other Board member. The Treasurer and alternate check signer cannot sign checks to self.
Section 3. Deposits.
All funds of the corporation shall be promptly deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Section 5. Reserve Amount.
The Board of Directors shall maintain a reserve amount for repair/ replacement of the existing pool, bathhouse, bridge, pavilion and other fixtures, not to exceed the estimated cost of replacing these items to their present general size and configuration.
ARTICLE VIII
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, and Board of Directors. The Treasurer and Secretary shall keep a record giving the names and addresses of the members entitled to vote. All books and records, of the corporation, may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX
Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year. Dues of a new member may be prorated from the first day of the month in which he or she became a member for the remainder of the fiscal year of the corporation.
ARTICLE X
Dues
Section 1. Annual Dues.
The Board of Directors may determine from time to time the annual dues payable to the corporation by members; provided, however, the Board of Directors may not authorize annual dues in an amount which exceeds $190.00 without authorization by a majority of the members present at any meeting of the members.
Section 2. Payment of Dues.
Dues shall be payable in advance on the first day of May each year. Dues of a new member may be prorated from the first day of the month in which he or she became a member for the remainder of the fiscal year of the corporation.
Section 3. Suspension of Membership Privileges.
When any member shall be in default in payment of dues for a period of one (1) month from the beginning of the period for which such dues become payable, that member’s privileges may be suspended by the Board of Directors in the manner provided in Article III of these By-laws. Further, any past due fees or assessments which must be collected by judicial or other means, including the levy of liens, are payable plus late penalty fee of $20 for days 1 through 60 inclusive, and $10 for each 30 days thereafter. Amended Feb. 2008
ARTICLE XI
Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not-For-Profit Corporation Act of 1986 as in effect at the time of adoption of these By-laws or as amended from time-to-time or under the provisions of the articles of incorporation or the By-laws of the corporation, a waiver thereof In writing signed by the person or persons entitle to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE II
Amendments to By-laws
Any member may originate a proposal to alter, amend or to repeal these By-laws and adopt new By-laws. Such proposal shall be presented to the Board of Directors at lease two (2) months prior to the annual February meeting of the corporation declaring the intention to present such proposal at the next annual meeting of the membership of the corporation. If the proposal is approved by a majority of the directors, it shall be placed before the membership of the corporation provided that at least two (2) weeks notice is given to the membership of the intention to present such proposal. A copy of the current By-laws and a copy of the proposed By-laws, along with a paper ballot, shall be sent to each member via the U.S. Postal Service. The mailing shall be deemed delivered when deposited in the U.S. Postal Service, addressed to the member at his/her address as it appears on the records of the corporation, with postage prepaid. Amendments to the By-laws shall be deemed accepted on or after having received approval by a majority of the ballots returned. Amendments to the By-laws shall become effective at the next meeting.
ARTICLE XIII
Indemnification
Section 1. Indemnification.
Each person who, at any time, is or shall have been a director or officer of this corporation or is or shall have been serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by this corporation in accordance with and to the full extent permitted by the Illinois General Not-For-Profit Corporation Act of 1986 as in effect at the time of the adoption of this Bylaw or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any Bylaw, agreement, vote of disinterested directors or otherwise. If authorized by the Board of Directors, the corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the Illinois General Not-For-Profit Corporation Act of 1986 as in effect at the time of the adoption of this Bylaw or as amended from time-to-time.
Section 2. Power to Hold Harmless.
The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 3. Power to Indemnify Litigant.
The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or-agent of the corporation of is or was serving at the request of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extend that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 4. Reimbursement Authorized.
To the extent that a director, officer, employee, or agent of the corporation has been successful, on the merits or other wise in defense of any action, suit or proceeding referred to in Section 1,2 or 3 above of this Article or in defense of any claim, issue or matter there in, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection therewith.
Section 5. Determination If Reimbursement Is Proper.
Any indemnification under Sections 1, 2and 3 above of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said sections above. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs by independent legal counsel in written opinion.
Section 6. Advance of Expenses.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by, or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.
Section 7. Non-Exclusivity.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 8. Right to Acquire Insurance.
The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
Section 9. "Corporation" Definition.
For purposes of this Article, references to the "corporation" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at there quest of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
Section 10. Miscellaneous Definitions.
For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article.
Approved and adopted by Resolution of the Board of Directors and the Members at a duly noticed meeting held on the 16th day of November, 2004 and February 22, 2006.