Hearthstone Village Community Association

By-Laws

Attached are February 24, 2020 bylaws.

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Below is an unofficial copy of the bylaws for convenience.

BY-LAWS
OF
HEARTHSTONE VILLAGE COMMUNITY ASSOCIATION, INC.
REVISION – February 24, 2020, AND REPLACING ORIGINAL

ARTICLE I

NAME AND LOCATION

The name of the corporation is HEARTHSTONE VILLAGE COMMUNITY ASSOCIATION, INC., hereinafter referred to as the “Association.” The mailbox of the corporation shall be located at 631 Water Meade Place, Fort Wayne, Indiana 46825, but meetings of members and directors may be held at such places within the state of Indiana, County of Allen, as may be designated by the Board of Directors. The website is HVCA-fortwayne.org.

ARTICLE II

DEFINITIONS

Section 1. “Association” shall mean and refer to Hearthstone Village Community Association, Inc., its successors and assigns.

Section 2. “Properties” shall mean and refer to that certain real property described in the Articles of Incorporation of the Association and the Sections thereof which will be platted from time to time in the Plat Records of Allen County, Indiana, together with the Protective Restrictions, Covenants, and Limitations appended thereto.

Section 3. “Common Area” shall mean all real property either owned by the Association or located within the Properties for common use and enjoyment of the owners.

Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision plat of the Properties with the exception of the Common Area.

Section 5. “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 Properties, including contract sellers, but excluding those having such interest merely as security or the performance of obligation.

Section 6. Any reference to gender, as in “he”, “his”, or “him” shall mean a person of any gender.

Section 7. “Restrictive Covenants” shall mean and refer to the Protective Restrictions, Covenants, Limitations, and Easements applicable to the various Sections of the Properties appended to the plats of such Sections as shown in the records of the office of the Recorder of Allen County, Indiana.

Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Restrictive Covenants.

ARTICLE III

MEETINGS OF MEMBERS

Section 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 the same month of each year thereafter, at the hour of seven (7:00) o’clock, PM. The annual meeting will take place the last Monday in June.

Section 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 10 percent of the members.

Section 3. Notice of Meetings. Special meetings must be published by posting on the Association website and signs at Hearthstone entrance.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Restrictive Covenants, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting from time to time without notice other than announcement at the meeting, the meeting may be continued until a quorum as foresaid shall be present or represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed within the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.

ARTICLE IV

BOARD OF MEMBERS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of the Association shall be managed by a Board of Directors not less than three (3) nor more than fifteen (15) in number. Said Directors need not be members of the Association. It is deemed desirable that each of the various Sections of Hearthstone Village be equally represented on the Board of Directors. Within the 1993 redistricting of Hearthstone Village, the fifteen (15) member Board of Directors will consist of:

  • Ten (10) District Board Members elected by members of their respective districts,
  • Four (4) At-Large Board Members elected by all Association members,
  • An Honorary Lifetime Board Membership granted to Harold W. Hartman.

Section 2. Term of Office. At the 1993 Annual Meeting and subsequent absentee voting period (if required), members shall elect directors for odd-numbered District vacancies for two (2) year terms, even-numbered District vacancies for one (1) year terms, two (2) at large vacancies for two (2) year terms and two (2) at large vacancies for one (1) year terms. At the expiration of each of said terms and at each annual meeting thereafter, Directors shall be elected for terms of two (2) years. Members from Districts with odd numbers shall elect their director for two (2) years followed by the next year with election from districts with even numbers for a year. At large vacancies shall follow alternate year.

Section 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 death, resignation, or removal of a director, his successor shall be selected by the remaining members of the board and he shall serve from the unexpired term of his predecessor.

Section 4. Compensation. No Directors shall receive compensation for any service he may render the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. 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 or verbal approval of a majority Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination.

  • Nominations 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.
  • Floor nominations at Annual Meetings may be made by any member for At-Large vacancies, but only by District members for vacancies in their respective districts.
  • If an individual nominated from the floor is not in attendance, the nominator must have written consent from the nominee to submit his or her name.
  • The Nominating Committee shall consist of:
    • A Chairman, who shall be the Vice-President of the Board of Directors.
    • Two additional members.
  • The Nominating Committee shall be appointed by the Board of Directors one (1) month prior to each Annual Meeting and shall serve until one (1) month prior to the next Annual Meeting.
  • Such appointments shall be included with notification of the Annual Meeting announcement.
  • The Nominating Committee shall make as many nominations for the Board of Directors as it determines, but not less than the number of vacancies to be filled.
  • If there is only one candidate per District vacancy or per each At-Large vacancy and there are no floor nominations, the unopposed candidates are declared winners, and no vote is required.
  • Exception for 1993: Even if there were only four (4) At-Large candidates for four vacancies, voting would still be required to determine which candidates received two (2) year terms versus one (1) year terms.
  • If candidates exceed the number of vacancies, a quorum is the only requirement for voting on At-Large vacancies. However:
    • At least one-fourth (1/4) of eligible district voters must be present at the meeting.
    • If this requirement is not met, additional absentee voting of all other district members will be conducted during a five (5) day period following the meeting to determine a winner.
    • Absentee voting will also be conducted in case of tie votes at the annual meeting.

Section 2. Elections.

  • Election to the Board of Directors shall be by secret written ballot.
  • At such an election, the members or their proxies may cast votes for each vacancy in their district or At-Large positions, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation.
  • The persons receiving the largest number of votes shall be elected.
  • Cumulative voting is not permitted.

ARTICLE VI

MEETINGS OF DIRECTORS

Section 1. Regular Meeting.

  • Regular meetings of the Board of Directors shall be held on the last Monday in February, April, June, July, September, and November, without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
  • If the scheduled meeting falls on a legal holiday, the meeting shall be held at the same time on the next day that is not a legal holiday.

Section 2. Special Meeting.

  • 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.

Section 3. Quorum.

  • A majority of the number of Directors shall constitute a quorum for the transaction of business.
  • Every act or decision made by a majority of the Directors present at a duly held meeting where a quorum is present shall be regarded as the act of the Board.

ARTICLE VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers.
The Board of Directors shall have the power to:

  • Adopt and publish rules and regulations governing the use of the Common Area and facilities, as well as the personal conduct of members and their guests, and to establish penalties for infractions.
  • Suspend the voting rights and the right to use recreational facilities of a member during any period in which the member is in default of the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not exceeding 60 days for infractions of published rules and regulations.
  • Exercise all powers, duties, and authority vested in or delegated to the Association by the Articles of Incorporation or Restrictive Covenants, except for those reserved to the membership by other provisions of these By-Laws.
  • Declare the office of a member of the Board of Directors vacant if the member is absent for three consecutive regular meetings of the Board.
  • Employ an independent contractor, a manager, or other necessary employees and prescribe their duties.

Section 2. Duties.
It shall be the duty of the Board of Directors to:

  • Maintain a complete record of all its acts and corporate affairs and present a statement to the members at the annual meeting or at any special meeting when requested in writing by 10 percent of the voting members.
  • Supervise all officers, agents, and employees of the Association, ensuring their duties are properly performed.
  • Accept fee simple title in the name of the Association as grantee to the Common and Recreation Areas at such time as a warranty deed for the same is delivered.
  • Ensure payment of taxes on Common and Recreational Areas.
  • Maintain Common and Recreational Areas properly.
  • Fix the amount of annual assessment at least 30 days in advance of the assessment period.
  • Send written notice of assessments at least 30 days after the due date.
  • Issue certificates of paid assessments upon request.
  • Procure and maintain liability and hazard insurance for Association property.
  • Ensure officers and employees with fiscal responsibilities are bonded.
  • Enforce all Restrictive Covenants.

ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. Officers.

  • The officers of the Association shall be a President, a Vice-President, a Secretary, and a Treasurer, along with any other officers the Board may create.

Section 2. Election of Officers.

  • The officers shall be elected annually by the Board following the Annual Meeting.

Section 3. Term.

  • Each officer shall serve a one-year term.

Section 4. Special Appointments.

  • The Board may elect additional officers as needed.

Section 5. Resignation and Removal.

  • Officers may be removed by the Board at any time, with or without cause.
  • Officers may resign at any time by written notice to the Board.

Section 6. Vacancies.

  • Vacancies shall be filled by Board appointment.

Section 7. Multiple Officers.

  • The offices of Secretary and Treasurer may be held by the same person.

President

  • The President shall preside at all meetings of the Board of Directors.
  • Shall ensure that orders and resolutions of the Board are carried out.
  • Shall sign all leases, mortgages, deeds, and other written instruments.
  • Shall co-sign all checks and promissory notes at the discretion of the Board.

Vice-President

  • The Vice-President shall act in place of the President in the event of his absence or incapacity.
  • Shall exercise and discharge any additional duties as assigned by the Board.

Secretary

  • The Secretary shall record votes and keep minutes of all meetings and proceedings of the Board and the members.
  • Shall serve notice of meetings of the Board and members.
  • Shall maintain records of the Association, including a membership list with addresses.
  • Shall perform any other duties required by the Board.

Treasurer

  • The Treasurer shall receive and deposit all funds of the Association in appropriate bank accounts.
  • Shall disburse funds as directed by resolution of the Board of Directors.
  • Shall sign all checks and promissory notes of the Association.
  • Shall keep accurate financial records.
  • Shall ensure that an annual audit of the Association’s books is conducted.
  • Shall prepare and present a certified annual budget and a statement of income and expenditures at the Annual Meeting.
  • Shall deliver copies of financial reports to all members.

ARTICLE IX

COMMITTEES

  • The Association shall appoint a Nominating Committee.
  • The Board of Directors may appoint additional committees as needed for the administration of these By-Laws.
  • This includes an Architectural Control Committee, as prescribed in the Restrictive Covenants.

Architectural Control Committee

  • Shall consist of one (1) to three (3) Board members.
  • Shall review and approve or deny architectural requests within 30 days of submission.
  • If the Committee requires further guidance, they shall consult the Officers of the Board of Directors.
  • Any actions taken shall be reported to the Board at the next meeting.

ARTICLE X

BOOKS AND RECORDS

  • The books, records, and documents of the Association shall be available for inspection by any member, during reasonable business hours.
  • The Restrictive Covenants, the Articles of Incorporation, and the By-Laws shall be accessible for members at HVCA-fortwayne.org.

ARTICLE XI

ASSESSMENTS

  • As stipulated in the Restrictive Covenants, each member is obligated to pay annual and special assessments.
  • These assessments shall be secured by a continuing lien on the property.
  • Unpaid assessments shall be considered delinquent.
  • If an assessment is not paid within thirty (30) days after the due date:
    • It shall accrue interest at a rate of twelve percent (12%) per annum.
    • The Association may take legal action against the Owner personally obligated to pay.
    • The Association may foreclose the lien against the property.
    • Interest, costs, and reasonable attorney’s fees shall be added to the delinquent amount.
  • No Owner may waive or escape liability for assessments by non-use of the Common or Recreational Areas or by abandonment of their Lot.

ARTICLE XII

AMENDMENTS

Section 1.

  • These By-Laws may be amended at a regular or special meeting of the members.
  • A majority vote of a quorum of members present, either in person or by proxy, is required for an amendment.
  • However, provisions relating to the Allen County Drainage Board or its legal successor may not be amended without the consent of said Board or its legal successor.

Section 2.

  • If any conflict arises between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control.
  • If any conflict arises between the Restrictive Covenants and these By-Laws, the Restrictive Covenants shall control.

END OF BY-LAWS

This concludes the By-Laws of the Hearthstone Village Community Association, Inc.