Sec. 1. The board of directors shall have the power to do, or cause to be done, all acts and things within the corporate powers of the association, not required by law or by these by‑laws to be done by the members. Without prejudice to the general powers conferred by law and these by‑laws, the business and property of the association shall be managed and controlled by a board of directors, consisting of fifteen (15) members, each of whom shall be a member of the association in good standing, and shall serve for a period of three (3) years, or until their successors are elected and qualified; provided, however, that at the first election of directors five (5) shall be elected for one (1) year, five (5) for two (2) years, and five (5) for three (3) years. Thereafter, five (5) directors shall be elected each year.
Sec. 2. The directors shall be elected by the Members of the Association at the annual meeting, to be held on the first Saturday in May of each year. (Amended 5/3/04)
Sec. 3. At least thirty (30) days prior to the annual meeting of the membership, the directors shall appoint from the membership, outside of the board of directors, a nominating committee, composed of three (3) members, who shall nominate a list of ten (10) members as candidates for directors. A list of these names shall be sent by the secretary to each member, by mail, at least ten (10) days prior to the date of the annual meeting. The persons thus selected by the nominating committee, together with any others who may be nominated from the floor at the annual meeting, shall be voted on by ballot at the annual meeting of the members, and the five (5) receiving the highest number of votes shall be elected. There shall be no voting by proxy.
Sec. 4. Vacancies occurring on the board of directors the remaining directors, by affirmative vote of the majority of the whole number of the remaining members of the board elected, may elect his successor to hold office for the unexpired term of the director so dying, resigning or ceasing to be an active member, or which place shall have become vacant, and until the election and qualification of his successor.
Sec. 5. At the first meeting of the board of directors, after the annual membership meeting, the board of directors shall elect from its membership a president, vice‑president, secretary, assistant secretary, treasurer and assistant treasurer; and may, in its discretion, combine the offices of secretary and treasurer. Each of these officers shall serve for the period of one (1) year (Amended 4/28/07).
Sec. 6. The board of directors shall hold a regular meeting on the first Monday of each month, at an hour and at a place to be determined by the board. The secretary shall give notice to each member of the board, either by mail or telephone, three (3) days prior to the meeting.
Sec. 7. The president may, and, upon the written request of at least three (3) members of the board, exclusive of the president, the president shall, call a special meeting of the board of directors; and notice of such special meeting shall be given to each of the members three (3) days prior to the date of the meeting, which notice shall state the matters to be considered at the meeting. No other business, except what is stated in the notice shall be considered at a special meeting.
Sec. 8. The board shall keep written minutes of all the meetings, verified by the signatures of the president or chairman and the secretary of such meeting, in a book designated for that purpose, the same to remain in the hands of the secretary or assistant secretary of the association, and be available for examination to all members of the board of directors and all members of the association. The minutes of the preceding meeting of the board of directors shall be read at the next succeeding meeting of the board of directors, whether a special or regular meeting, and the same approved as read, or corrected and amended to conform to the correct proceedings and taken at such meeting.
Sec. 9. A quorum of the board of directors shall consist of eight (8) members. No business shall be transacted by the board and nothing authorized by it, except at a regular or special meeting at which a quorum is present, and the affirmative vote of a majority shall be sufficient for the adoption of any motion or resolution. But if a sufficient number of directors for a quorum do not attend at the place and time appointed, those who do attend may adjourn from time to time until a meeting is regularly constituted.
Sec. 10. The directors shall meet on the first Monday of each month, at a place to be designated by them. The absence of a member from three (3) successive regular meetings of the board, without cause satisfactory to the board, shall be cause for his dismissal, and the board may proceed to fill the vacancy as herein provided,
Sec. 11. No director shall vote or attend a discussion upon any matter in which he, a member of his immediate family, or his client, is personally interested except as a member of the association.
Sec. 12. At its first meeting after the annual membership meeting, the board shall appoint from its membership the following standing committees, consisting of not more than three (3) persons each:
(1) Membership Committee;
(2) Fish and Conservation Committee;
(3) Boating and Safety Committee;
(4) Building and Grounds Committee, to include one registered engineer if one on board;
(5) Finance Committee, to include the treasurer or assistant treasurer.
(6) Security and Employment (Amended 5/3/04)
Each of these committees shall have the authority and perform the duties indicated by its name; and in case of doubt as to which committee shall handle any specific matter, the board of directors shall decide. Each committee shall elect its own chairman, and shall make a report to the board of directors whenever requested. It shall be the duty of each committee to adopt definite plans for the management of all matters pertaining to its field, and to lay such plans before the board of directors and to make recommendations thereon; and the board may, in its discretion, accept or reject any such plan or recommendation.
Sec. 13. The board may adopt, by a two‑thirds (2/3) affirmative vote, a set of rules, regulations and restrictions governing the operation and management of the association and its facilities, and may make adequate, provision for the enforcement of said rules, regulations and restrictions. When adopted and approved, these rules, regulations and restrictions shall be printed and a copy sent to each member of the association.
Sec. 14. The board of directors shall appoint such officers and agents of the association as they may deem proper and prescribe their duties and compensation; but there shall be no compensation for services rendered by the president or any directors, unless it be allowed by the board of directors. The officers and agents, so appointed, shall hold their places during the pleasure of the board; and if required by the board or the bylaws, shall give bond payable to the corporation with such penalty and with such conditions and security as the board may approve.
Sec. 15. The annual dues of members per calendar year shall be fixed by the board of directors equally per lot and shall be made payable on the fifteenth day of May, for such calendar year, provided, however, such annual dues shall not exceed seven hundred fifty dollars ($750) per lot (Amended 4-29-06), and if such annual dues are not paid within thirty (30) days after the due date thereof, the same shall be and become a lien in favor of the association against the lot or lots of the defaulting member, without filing of suit or legal procedure to establish such lien on the respective lots of such member. (Amended 4/30/05)
Effective on and after June 1, 2009, each applicant for membership in the Flat Top Lake Association, Inc. will pay a new member fee of Five Thousand Dollars ($5,000) which will be payable with the submission of his or her application for membership in the Association.
The following will be exempt from the payment of the new member fee:
- (a) Applications who have acquired title to the lot or lots for which they are applying for membership who are spouses or children of a deceased member who had owned the lot or lots and upon his or her death, and transferred it by devise under the Last Will and Testament of that deceased member; (b) or which the applicant may have acquired by virtue of intestate succession (no Will) by operation of law from the deceased member and prior owner; (c) or the applicant for membership is the surviving spouse of the deceased member and owner and acquired ownership of the subject lot by virtue of being a surviving joint tenant with right of survivorship with the deceased member in the deed of conveyance to that member; and,
- The recipient of the transfer of a lot at Flat Top Lake and Park who is the current spouse or child of a member in good standing and who receives title to the lot from the said member after the member has owned the said lot for a least 24 months; provided, however this exemption to the payment of the new member fee shall not apply under circumstances where it appears that the member’s acquisition of and later transfer of a lot was accomplished with avoidance of the payment of the new member fee in mind; and
- Application of the new member fee is not retroactive and will not be assessed to existing members as of May 31, 2009. Further, Association members in good standing who purchase additional lots in Flat Top Lake and Park are exempt from the payment of t his new member fee.
This Subsection B shall not be construed to permit the transfer of membership, but only allow application by those specific persons qualified to do so by their relationship to a member or a deceased member for membership without the requirement of payment the new member fee of Five Thousand Dollars ($5,000).
This Subsection B does not in any way alter or amend the provisions or requirements of Article II, Section I of these Bylaws which permits ownership of lots as joint tenants with the right of survivorship only as between husband and wife.
This Subsection B shall be construed to further interpret the intent and application of the provisions of the second paragraph of Article II (members), Sec. 1 (Amended 4/25/09) and Article II, Sec. 3, Subsection 3 (Amended 4/25/09). (Bylaw change approved by membership 5/4/13).
Sec. 16. Whenever it is deemed expedient by the board of directors to provide for the upkeep and maintenance of the dam, lake, roads, grounds or other improvements, or to make improvements on the association for the use and benefits of its members, to be paid for in whole or in part by special assessments, and the board shall declare by resolution two‑thirds (2/3) of the whole number of members of the board elected thereto concurring, by an aye and no vote, the necessity for such upkeep and maintenance, or the necessity for such improvements and additions, the board of directors shall have the right, power and authority, to levy a special assessment against the lots, as shown upon the aforesaid plat or map filed of record as aforesaid; provided, however, that all lots shall be assessed equally, with the exception of the lots held by the Flat Top Lake Association, Inc.; that no assessment for any one year shall exceed the sum of five hundred dollars ($500) per lot (Amended 4/28/07); and that assessment as levied each year shall be and become a lien against the respective lots without filing of suit or legal procedure to establish such lien on such lot if not paid within thirty (30) days after said assessment is made. The Flat Top Lake Association, Inc. shall not be assessed for lots owned by it, and any assessment which has become a lien against a lot which has been sold by the Flat Top Lake Association, Inc. on contract shall at once cease to be a lien should it through forfeiture again become the property of the Flat Top Lake Association, Inc., or any assessment which has become a lien against a lot which has been repurchased by the Flat Top Lake Association, Inc., as herein provided, or otherwise become the owner thereof, shall at once cease to be a lien should the lot again become the property of this association. (Amended 5/4/81)
Sec. 17. If the board of directors determine by an affirmative vote of two‑thirds (2/3) of the whole number of members of the board of directors elected thereto that it is expedient and necessary for the proper upkeep and maintenance of the dam, lake, roads, grounds or other improvements, or to make improvements on the association’s property and additions to the facilities of the association for the use and benefit of its members to be paid for in whole or in part by special assessments; and that the special assessments provided for in Section 16 of this Article to be made by the board of directors will not be sufficient for such contemplated and proposed purposes, the board of directors may levy an assessment for such amount as in its opinion is necessary for the specific purposes described in the resolution or motion of the board adopted as aforesaid provided, however, that such action is approved by sixty percent (60%) of the members in good standing as evidenced by a poll of the membership taken by certified mail. Votes against the motion must be returned within fifteen (15) days from the date of the certified mail receipt. The amounts so levied shall be a special assessment against the lots as shown upon the aforesaid map or plat filed of record as aforesaid for which all lots shall be assessed equally with the exception of the lots held by the Flat Top Lake Association, Inc.; such assessment shall be and become a lien against the respective lots without filing of suit or legal procedure to establish such a lien on such lot if not paid within thirty (30) days after said assessment is made. Any assessment which has become a lien against a lot which has been sold by the Flat Top Lake Association, Inc., on contract shall at once cease to be a lien should it through forfeiture again become the property of the Flat Top Lake Association, Inc., or any lot which has been repurchased by the association as herein provided or otherwise become the owner thereof shall at once cease to be a lien should the lot again become the property of this association. (Amended 4/5/71)
Sec. 18. When the dues or the special assessments of any member shall remain unpaid for the period of thirty (30) days after the same is due and payable, his or her membership may be declared forfeited by a two‑thirds (2/3) affirmative vote of the whole number of the members of the board of directors elected thereto, and he or she shall thereupon cease to be a member of the association. A member thus forfeiting his or her membership, may, within two (2) months after the declaration of such forfeiture be reinstated by a two‑thirds (2/3) affirmative vote of the whole number of the members of the board of directors elected thereto, upon the payment of all arrears.
Sec. 19. Any other indebtedness of member to the association shall be payable on or before the fifteenth day of the calendar month after that in which is was contracted. If such indebtedness is not paid within thirty (30) days from the date thereof, then the member in default shall be refused further credit, and a forfeiture of membership may be declared with like force and effect as is provided in Section 18 of this Article.
Sec. 20. Any dues or assessments or other indebtedness of a member to the association may bear interest not to exceed the highest legal rate, after sixty (60) days from the date the same is due, provided that the board of directors has by proper resolution of motion approved the same and fixed the interest rate to be applied. The board from time to time may amend the applicable interest rate and the same shall take effect thirty (30) days after notice in writing to the members There shall also be a one‑time late penalty of One Hundred Dollars ($100) in addition to the interest annually. (Amended 5/3/04)