Professional Documents
Culture Documents
ARTICLE I
Name and Location
The name of the corporation is AVALON ON THE BAY ASSOCIATION,
hereinafter referred to as the "Association." The principal office of the corporation
shall be located at Avalon on the Bay, Danbury Township, County of Ottawa within
the state of Ohio, but meetings of members and directors may be held at such places
within the State of Ohio, County of Ottawa, as may be designated by the Board of
Directors.
ARTICLE II
Meeting of Members
Section 1. Meetings. Regular meetings of the Members shall be held three (3)
times a year beginning with the first meeting on the first Saturday of the weekend
following Memorial Day at 5:00 PM. Each subsequent meeting of the Members shall
be held on the Saturday of the weekend following July 4th and Labor Day at 5:00
PM. The meetings will be held in the common area north of dock S12 unless
otherwise stated.
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
the Members.
Section 3. Notice of Meetings. Written notice of each meeting of the Members
along with notification of the yearly membership dues, amount(s) and deadlines
shall be given by, or at the direction of, the Treasurer or person authorized to call
the meeting, by mailing a copy of such notice, postage prepaid, to all members no
less than forty-five (45) days prior to the membership dues due date. Notifications
are to be addressed to the Member's address last appearing on the books of the
Association, or supplied by such Member to the Association for the purpose of
notice. Such notice shall specify the day and hour of the meetings, the amount of the
membership dues as well as the due date of the membership dues, in the case of
special meeting, the purpose of the meeting.
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ARTICLE III
Board of Directors: Selection: Term Of Office
Section 1. Number. The affairs of this Association shall be managed by a
Board of Directors consisting of no less than three (3) and no more than seven (7)
Directors, all of whom need be members of the Association. The Board shall consist
of an odd number of Directors.
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Section 2. Term of Office. President two (2) years. Vice President two (2) years.
Treasurer two (2) years. Secretary two (2) years. Trustees three (3) years. At the last
annual meeting of each year, the members shall elect one (1) Trustee for a term of
three (3) years. Every even numbered year, the members shall elect a President, Vice
President, Treasurer and Secretary.
Section 3. Resignation and Death. Any board of director may resign at any
time by giving written notice to the Board. Such resignation shall take effect on the
date of receipt of such notice or any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be necessary
to make it effective. In the event of resignation or death of a director, his/her
successor shall be selected by the remaining members of the board and shall serve
for the unexpired term of his/her predecessor. Should a vote be required for
business, the President shall be exempt from voting thus allowing for a odd number
of votes for decision.
Section 4. Compensation. No Director shall receive compensation for any
service he may render to the Association. However, any Director may be reimbursed
for his/her actual expenses incurred in the performance of his/her duties. Trustees
are permitted an annual budgeted expense account of $3,000.00 per year or the total
balance in the Maintenance, Repair and Improvement (MRI) Account with the
majority approval of all the Trustees. These money expenditures are not voted on
and or approved by the members. Payment for these expenditures must be remitted
from the (MRI) Account. Member voting is only required in the event a bank loan is
required.
ARTICLE IV
Nomination and Election of Directors
Section 1. Nomination. Nomination for election to the Board of Directors
shall be made from the floor at the appropriate annual meeting by the association
members entitled to cast, and of proxies entitled to cast.
Section 2. Election. Election of the Board of Directors shall be by secret
written mail-in ballots. At such election, the Members ballot(s) will be counted in
respect to each vacancy, as many votes as they are entitled to exercise under the
provisions of these by-laws. The persons receiving the largest number of votes shall
be elected. Cumulative voting is not permitted. Members shall be nominated at the
July meeting of the members from the floor.
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ARTICLE V
Meeting of Directors/Trustees
Section 1. Special Meetings. Special meetings of the Board of
Directors/Trustees shall be held when called by the President of the Association, or
by any Director/Trustee, after not less than seven (7) days notice to each
Director/Trustee.
Section 2. Quorum. A majority of the number of Directors/Trustees shall
constitute a quorum for the transaction of business. Every act or decision done or
made by a majority of the Directors/Trustees present at a duly held meeting at
which a quorum is present shall be regarded as the act of the Board. The President
shall be exempt and abstain from voting if an odd number of votes are required.
ARTICLE VI
Powers and Duties of the Board of Directors
Section 1. Powers. The Board of Directors shall have power to:
a. Adopt and publish rules and regulations governing the use of all
Common Areas and facilities and all other areas pertaining to safety
and liability issues as outlined in Article VII, Section 7, of these bylaws as well as the personal conduct of the Members and their guests
thereon, and to establish penalties for the infraction thereof.
b. Terminate a member(s) voting rights and the right to the use of a boat
dock/slip in which such member shall be in thirty- (30) day default in
the payment of any membership dues and or 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 by-laws, the Articles of Incorporation, or
the Declaration.
d. Declare the office of a member of the Board of Directors to be vacant
in the event such member is absent (unexcused) from two (2)
consecutive regular meetings of the association.
e. Employ independent contractor(s) as they deem necessary, and to
prescribe their duties. Trustees have the authority to sign formal
contracts.
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l. Cause the security of all bank lock box keys and the lock box as well
as causing procurement and updating of signature card. The
Treasurer and the Secretary shall have the initial keys. Additional
keys may be distributed with the Presidents discretion.
ARTICLE VII
Board of Directors and Their Duties
Section 1. Enumeration of Officers. The Board of Directors of this Association shall
be a President, Vice-President, a Secretary, a Treasurer and three (3) Trustees all of
who shall at all times be members of the Board of Directors and such other officers
as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of Board of Directors shall take place at
the last Members meeting of the year as outline in Article III, Section 2, Term of
Office and Article IV, Section 2. Election.
Section 3. Term. The President, Vice President, Treasury and Secretary of this
Association shall be elected every two (2) years (even numbered years) by the
members and each shall hold office for two (2) consecutive years unless he/she shall
sooner resign, or shall be removed, or otherwise disqualified to serve. One Trustee
shall be elected annually by the members and shall hold office for three (3)
consecutive years unless he/she shall sooner resign, or shall be removed or otherwise
disqualified to serve.
Section 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 may, from time to time
determine.
Section 5. Vacancies. A vacancy in any office may be filled by appointment by the
Board. The officer appointed to such vacancy shall serve for the remainder of the
term of the officer he replaces.
Section 6. Multiple Officers. No person shall simultaneously hold more than one (1)
office except in the case of special offices created pursuant to Article III Section 3 of
these by-laws.
Section 7. Duties. The duties of the officers are as follows:
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President
The President shall preside over all meetings of the Members ensuring
agendas are followed, fairness and rules kept/enforced and meeting control is
maintained. The President shall see that orders and resolutions of the Board
are carried out; verify all minutes of meetings; assign one (1) non-board
member to assist in the auditing of the books.
Vice-President
The Vice President shall act in the place and absence of the President and
shall exercise and discharge such other duties as may be required of him by
the Board. The Vice President and one (1) non-board members shall audit
the books prior to the last meeting of the year. The audit will be in the
presence of the Treasurer.
Secretary
The Secretary shall take attendance (on the attendance sheet), record the
votes and keep the minutes of all meetings and proceedings of the Board and
of the Members, typing same and obtaining the Presidents minutes approval
signature. Once signed, Secretary will copy minutes and attendance sheet
depositing originals in Bank Lock Box and the others in Association file.
Secretary shall keep Association file and shall make available any and all
documents to the Board of Directors upon request. The Secretary will keep
all original Association papers in the Bank Lock Box. At the end of the
business year the Secretary shall deposit all attendance sheets, voting
sheets/ballots and minutes into the bank lock-box. The Secretary will ensure
all members receive a copy of any and all amended by-laws (amended ByLaws only unless otherwise directed by Board) and shall ensure same are
entered into original by-Laws and shall perform such other duties as
required by the Board. The secretary shall mail out all voting Board of
Directors and Trustee ballot(s) one (1) ballot per membership entitled to vote
including a postage paid, self addressed return envelope one(1) week after
the meeting of nominations.
Treasurer
expenditures; cause an, in person, annual review and audit of the Association
books to be made by the Vice President along with one (1) non-board
members, appointed by the President, prior to the last meeting of the year;
prepare a statement of income and expenditures and a final yearly fiscal
report to be presented to the members at the members meeting and prepare
an annual budget; ensure yearly signature lockbox update. Maintain
adequate liability and hazard insurance on property owned and leased by the
Association. The Trustees shall sign checks in the absence of the Treasurer.
Trustees
The Trustees shall maintain four (4) separate member request files
containing written, signed and dated requests for:
Residents requesting their first boat dock/slip.
Members requesting trading of boat dock(s)/slip(s).
Members requesting an additional boat dock/slip.
Renting of boat association dock(s)/slip(s).
The Trustees shall set the boat and pwc maximum length limits for all boat
docks/boat slips, set the maximum allowable boat dock lengths, set membership fee
amount and recommend membership dues amount prior to the last meeting of the
members announcing all at said meeting; have regular boat dock safety inspections,
maintain all harbor and associated areas including but not limited to dredging,
walls docks, dock supports, dock poles (including removal in the fall and installation
in the spring), all stoned areas and roads surrounding the harbor beautification,
landscaping and all other areas pertaining to safety and liability issues for all
members. Keep a log of all the members watercraft as well as their associated Boat
docks and slips, sign checks in the absence of the Treasurer; notify Secretary of any
boat dock/slip changes; supervise all officers, agents and contractors of this
association and see that their duties are properly performed.
Business Agent
The Business Agent shall be responsible for all State of Ohio correspondence
including but not limited to renewal of land leases, dredging permit(s), charters, all
contracts and renewable documents.
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ARTICLE VIII
Boats/Docks/Slips/Lengths
Section 1. Location: All boat slips are physically identified by an alphanumeric code
(example: S1). Boat slips are marked with an N, S or E signifying north, south, or
east and a number signifying the actual boat slip. The north slips are located along
the north bank of the channel, the south slips are located on the west bank at the
entrance to the channel and the east slips are located along the east bank of the
channel entering the back of the channel. Specifically, all of lots five (5) and twelve
(12) and all of lot one (1) excepting the west eight and eight-tenths (8.8) feet of the
south eighty-five (85) feet of lot number one (1) in block number two (2) in Avalon
on the Bay subdivision and fifteen (15) feet evenly off the north sides of lots two (2),
three (3) and four (4) of block number two (2) in Avalon on the Bay subdivision.
Referred to as boat slip. To continue on as jetty being from south end of boat slip
west twenty-four (24) feet then south one hundred forty-six (146) feet at an average
width of thirty-two (32) feet. Turning southeast at sixty-eight (68) degrees for fortyfive (45) feet then south twenty (20) feet six (6) inches then west seventy-five (75) feet
referred to as finger wall.
Section 2. Boat/PWC Lengths: The maximum allowable Boat and or pwc lengths, to
include swim platforms and bow pulpits, within said slips are as follows:
North Slips = 25 foot.
South Slips 1-6 = 30 foot, 7- 11= 25 foot and 12= 23 foot.
East Slips 1-12 = 22 foot (except E 13= 19 foot)
Section 3. Boat Dock Lengths: The maximum allowable Boat dock lengths are as
follows:
North slips = 23 feet.
South slips = 25 feet
East slips = 20 feet
Section 4. Boat /PWC Widths: The maximum allowable Boat/PWC widths shall not
exceed ten (10) feet utilizing only one half (1/2) of slip between docks.
Section 5. Private Property: Those members mooring boats on private property
shall not interfere with other docks, boats and or passage through channel.
Watercraft may not be moored parallel to seawall.
Section 6. Inspections: Boat dock safety inspections will be conducted on a regular
basis including all outlined in Article VII, Section 7, Trustees. It is the responsibility
of the Trustees to maintain all.
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Section 7. Boat Dock Rental: The member may rent his/her boat dock providing the
Boat Dock Lease Agreement has been completely filled out (price/charge section
optional) and signed by both parties. The original is to be keep by the member with
one copy given to the Trustees and the remaining copy given to the lessee. Failure to
comply could result in the physical removal of questionable watercrafts.
Section 8. Boat Dock/Slip Switching: Boat docks/slips may be traded between
members with the approval of both members. The Boat Dock Lease Agreement
must be completely filled out and signed by both parties. The first two copies are to
be kept by the members and the third copy is to be given to the Trustees. Failure to
comply could result in the physical removal of questionable watercrafts.
Section 9. Boat Dock Posts: The Trustees shall remove all dock posts in the fall and
replace all docks post in the spring. Because of insurance policies and subsequent
liability issues the members are not permitted to remove or install any
Section 14. Storage-Boat/pwc/trailer: All boats, PWCs and or trailers shall be stored
and kept on lot owners property.
ARTICLE IX
Membership/Dues
Section 1. Membership Eligibility: Owner of property in Avalon on the Bay
subdivision. A maximum of one (1) membership will be granted per build able
building lot.
Section 2. Membership: Memberships shall be obtained by following Article VIII
Section 13 and with the payment of Membership Fees. Annual membership renewal
requires the March 31st. payment in full of the membership dues. A 10% late charge
will be assessed each member for late payments.
Section 3. Late Charges: A 10% late charge will be assessed each member who fails
to pay the membership dues by the March 31st, deadline. A written certified warning
letter shall be sent each member stating that payment is late and due within thirty
(30) days. Failure to pay within thirty (30) days after original due date will result in
the termination of membership. Owner is responsible for all late charges.
Section 4. Boat Dock/Slip Transfer : Boat dock/slip memberships, that are paid in
full at the time of title transfer of the associated homeowners property, shall
transfer with the sale of said property. A copy of the new homeowners deed shall be
provided the Trustees prior to transfer. Boat dock/slip memberships that are not
paid in full at the time of title transfer of the associated homeowners property shall
follow procedures of residents requesting their first boat dock/slip. Seller shall be
responsible for notification of these by-laws to any and all realtors and perspective
buyers. The copy of these by-laws shall be transferred with title to the new
homeowner by the seller.
ARTICLE X
Facilities
Residents their relatives and friends shall utilize the beach and all common
areas.
Members their relatives and friends shall utilize all Association properties to
include the jetty and their docks.
All swimmers shall stay within the designated swimming area provided. No
jumping from or swimming shall be permitted off the jetty or stoned areas.
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PWCs, rowboats, canoes and kayaks shall be launched and retrieved within
the provided area only.
No watercraft shall be permitted inside the swimming area. All loading and
unloading of personnel and equipment shall be done within the watercraft
area.
ARTICLE XI
Committees
The Board of Directors shall appoint committees, as provided for in the Declaration
and these by-laws as deemed appropriate in carrying out its purpose.
ARTICLE XII
Books and Records
The books, records and papers of the Association with all original attendance, voting
results, minutes and records shall be kept in the bank lockbox. The Secretary will
keep copies of same and both shall at all times, during reasonable business hours, be
subject to inspection by any Member. The Declaration, the Articles of Incorporation,
and these by-laws of the Association shall be available for inspection by any
Member from a board member of the Association, where copies may be purchased
at a reasonable cost.
ARTICLE XIII
Assessments
As more fully provided in the Declaration, each Member is obligated to pay
to the Association annual and special assessments so long as said member requires a
vote in the association and or boat dock/slip privileges. Any assessments that are not
paid when due shall be delinquent and subject to a 10% late charge. If the
assessment is not paid within thirty (30) days after the due date, the members voting
rights and the right to the use of a boat dock/slip will be terminated. No member
may waive or otherwise escape liability for the assessments provided for herein by
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non-use of the facilities, common area, and abandonment of his/her lot or non-use of
his/her boat dock/slip.
ARTICLE XIV
Amendments
Section 1. These by-laws may be amended, at a regular or special meeting of
the Members, by a vote of a majority of a quorum of Members present in person or
by proxy. All members must be given one (1) meeting notice of said amendment
voting. It shall take two (2) meetings to complete an amendment.
Section 2. In the case of any conflict between the Articles of Incorporation
and these by-laws, the Articles shall control; and in the case of any conflict between
the Declaration and these by-laws, the Declaration shall control.
ARTICLE XV
Miscellaneous
ARTICLE XVI
Indemnification
The corporation shall and does hereby, indemnify any person who served or serves
as a Trustee or Officer against any and all losses, liabilities, damages and expenses
including attorney fees, judgements, fines and amounts paid in settlement incurred
by such person in connection with any claim, action, suit or proceeding whether
civil, criminal administrative or investigative including any action by or in the right
of the corporation by reason of any act or omission to act as such Trustee or Officer
to the full extent permitted by Ohio law including, without limitation, the provisions
of section 1702.12 of the Ohio revised Code.
The indemnification provided by this article XV shall not be deemed the exclusive of
any other rights to which any person seeking indemnification may be entitled under
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ARTICLE XVII
Definitions
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Section 12. "Lot" shall mean and refer to that portion of a site or plot of land shown
upon recorded Avalon on the Bay subdivision plat of the Properties as a lot, with the
exception of the Common Area, as shown on such plats.
Section 13. "Member A resident who has paid in full, both the membership fees
and the membership dues. Only residents can become members.
Section 14. "Membership Dues" Annual fee recommended by the Trustees prior to
the last meeting of the year to be paid in full by March 31, of the following year. To
be voted on by the members.
Section 15. "Membership Fees" A fee set forth by the Trustees prior to the last
meeting of the year payable in full by any and all property lot owner, in Avalon on
the Bay Subdivision, prior to becoming a member. Not to be voted on by the
members.
Section 16. "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.
Section 17. "Personal Water Craft (PWC)" Any watercraft other than a boat.
Section 18. "Private Property" Any and all homeowners personal property.
Section 19. "Properties" shall mean and refer to that certain real property described
in the Avalon on the Bay Declaration of Covenants, Conditions and Restrictions (the
"Declaration"), and such additions thereto as may hereafter be brought within the
jurisdiction of the Association.
Section 20. "Proxy"(Absentee Voting) A private vote, given by a member in good
standing, whether the member is absent from or present at all meeting of members.
All absentee ballots/proxies shall be in writing and filed with the Secretary.
Section 21. "Quorum" The presence at the meetings of Members entitled to cast, or
of proxies entitled to cast.
Section 22. "Resident" Shall mean and refer to those person or persons owning
property within Avalon on the Bay subdivision thus entitled to membership in the
Association as provided in the Declaration, the Articles of Incorporation and these
by-laws, except those property owners and renters east of Bay View Drive from
Bayshore Rd. north to the water south, pursuant to Judge court ordered filed law
suite and in conjunction with these By-laws. Current residents/members in said
area(s) not included.
Section 23. "Vote" A boat dock/slip member shall have one (1) vote/proxy per boat
dock/slip membership.
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Board of Directors
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