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BY-LAWS
OF
CLAYMONT ASSOCIATION, INC.
ARTICLE I
Name
The name of this corporation shall be
CLAYMONT ASSOCIATION, INC.
ARTICLE II
Purposes
The
purposes for which the corporation is organized are nonpolitical,
nonreligious and are for the betterment of the residents, property owners,
property and community known as Claymont Subdivision and West St. Louis
County generally, including, but no limited to, consideration of and action
upon zoning proposals, sponsoring social functions, enforcing Claymont
Subdivision restrictive covenants, and the maintenance of entrances, public
areas, common areas and rights of way of Clayraont Subdivision other than
the parkway on Monticello Drive.
ARTICLE III
Membership
Membership shall consist of one class. All adult members of households
located within the platted Claymont Subdivision bounded generally by Kehrs
Mill Road on the west, Baxter Road on the east, Clayton Road on the north
and Fox Creek (or Ballwin) Golf Club on the south shall be members of this
corporation. The termination of residence in Claymont Subdivision by any
member shall terminate his membership in this corporation. Each member
shall be entitled to one vote on each matter, submitted to a vote of the
members. Membership in this corporation is not transferable or assignable.
ARTICLE IV
Meetings of Members
An
annual meeting of the members shall be held at such time and place as the
Board of Trustees" may designate, for the purpose of electing Trustees
and for the transaction of such other business as may come before the
meeting. Special meetings of the members may be called by resolution of the
Board of Trustees or by not less than 20% of the members.
Written
or printed notice stating the place/ day and hour of the meeting, and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than five nor more than forty days
before the date of the meeting, either personally or by mail, by or at the
direction of the persons calling the meeting, to each member entitled to
vote at such meeting. If mailed, the notice of a meeting shall be deemed to
be delivered when deposited in the United States mail addressed to
the member at his address as it appears on the records of the corporation,
with postage thereon prepaid.
Any
action required by law to be taken at a meeting of the members, or any
action which may be taken at a meeting of members, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall
be signed by two-thirds of the members entitled to vote with respect to the
subject matter thereof.
The
members present in person or by proxy 'at any meeting shall constitute a
quorum at such meeting without regard to the percentage which such members
may constitute of all members entitled to vote at such meeting.
At any
meeting of members, a member entitled to vote may vote by proxy executed in
writing by the member. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
ARTICLE V
Board of Trustees
The
control and management of the affairs of this corporation and the
distribution of its funds shall be vested in a Board of Trustees consisting
of twelve Trustees, six of whom shall be residents of the "East
Side" of Claymont Subdivision and six of whom shall be residents of
the "West Side" of Claymont
Subdivision. The "East Side" and "West
Side" of Claymont Subdivision shall consist of those
portions of the subdivision lying to the east and west respectively of an
un broken line running along the center of Country Club Drive, to Claymont Drive, east
on Claymont Drive
to Coronado Drive,
then south on Coronado Drive.
The
term of each Trustee shall be for one year or until his successor is
elected or appointed. Nothing herein contained shall be construed to
preclude any Trustee from serving for more than one term, provided that at
no time shall more than six members of the Board of Trustees be residents
of the "East Side" of Claymont Subdivision and at no time shall
more than six members of the Board of Trustees be residents of the
"West Side" of Claymont Subdivision.
Hereafter, the Board of Trustees shall be elected at a regular annual
meeting of the members of the corporation as provided in Article IV hereof.
Any
vacancy occurring in the Board of Trustees shall be filled by the Board of
Trustees by vote of the majority of the trustees present at a properly
called meeting of the Board, and the Trustee elected to fill such a vacancy
shall serve until the next annual meeting of the members of the corporation
or until his successor is elected and assumes his duties. A regular annual
meeting of the Board of Trustees shall be held without other notice than
this by-law, immediately after, and at the same place as, the annual
meeting of the members of the corporation. The Board of Trustees may
provide by resolution the time and place at which additional regular
meetings of the Board shall be held without other notice than such
resolution.
Special
meetings of the Board of Trustees may be called by or at the request of any
four Trustees, to be held at such place as they may designate.
Notice
of any special meeting of the Board of Trustees shall be given at least 24
hours previously thereto by written notice delivered personally or sent by
mail to each Trustee at his address as shown by the records of the
corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the United
States mail in a sealed envelope so
addressed, with postage thereon prepaid. Any Trustee may waive notice of
any meeting. The attendance of a Trustee at any meeting shall constitute a
waiver of notice of such meeting, except where a Trustee 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 otherwise specifically required by law or by these
by-laws.
One-third of the Board of Trustees shall constitute a quorum for the
transaction of business at any meeting of the Board; but if less than
one-third of the Trustees are present at said meeting, a majority of the
Trustees present may adjourn the meeting from time to time without further
notice.
The act
of a majority of -the Trustees present at a meeting at which a quorum is
present shall be the act of the Board of Trustees, unless the act of a
greater number is required by law or by these by-laws.
Any
action required by law to be taken at a meeting of Trustees, or any action
which may be taken at a meeting of Trustees, may be taken without a meeting
if a consent in writing, setting forth the action so taken shall be signed
by all of the Trustees.
The
Trustees shall receive no compensation for their services as such, but
nothing herein contained shall be construed to preclude any Trustee from
serving the corporation in any other capacity and receiving compensation
therefore.
Each
Trustee of the corporation shall be indemnified by the corporation against
any and all claims and liabilities to which he shall become subject by
reason of his having heretofore or hereafter been a Trustee of the
corporation, or by reason of any action alleged to have been heretofore or
hereafter taken or omitted by him as a Trustee, and shall be reimbursed for
all legal and other expenses reasonably incurred by him in connection with
any such claim or liability; provided, however, that no Trustee shall be
indemnified against/or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his own negligence or
willful misconduct; provided further that such indemnification and
reimbursement shall be limited to the extent of the net assets of the
corporation. The foregoing rights of indemnification and reimbursement
shall not be exclusive of any rights to which any Trustee may otherwise
be-entitled as a matter of, law.
ARTICLE VI
Committees
The
Board of Trustees, by resolution adopted by a majority of the Trustees in
office, may designate and appoint one or more committees, each of which shall
consist of two or more Trustees, which committees to the extent provided in
said resolution, shall have and exercise the authority of the Board of
Trustees in the management of the corporation; provided, however, that no
such committee shall have the authority of the Board of Trustees in
reference to amending, altering orrepealing the by-laws; electing any
member of any such committee or any Trustee; amending the articles of
incorporation; adopting a plan of merger or adopting a plan of
consolidation with another corporation; authorizing the sale, lease,
exchange or mortgage of all or substantially all of the property and assets
of the corporation; authorizing the voluntary dissolution of the
corporation or revoking proceedings therefore; adopting a plan for the
distribution of the assets of the corporation; or amending, altering or
repealing any resolution of .the Board of Trustees which by its
terns-provides that it shall not be amended, altered or repealed by such
committee. The designation and appointment of any such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Trustees, or any individual Trustee, of any responsibility imposed upon it
or him by law.
Each
member of a committee shall continue as such until the next annual meeting
of the members of the corporation and until his successor is appointed,
unless the committee shall be sooner terminated, or unless such member be
removed from such committee, or unless such member shall cease to qualify
as a member thereof.
One
member of each committee shall be appointed chairman by the Board of
Trustees which appoints the members thereof.
Vacancies in the membership of any committee may be filled by appointments
made in the same manner as provided in the case of the original
appointments.
Unless
otherwise provided in the resolution of the Board of Trustees designating a
committee, a majority of the whole committee shall constitute a quorum and
the act of a majority of the members present at a meeting at which a quorum
is present shall be the act of the committee.
Each
committee may adopt rules for its own government not inconsistent with
these by-laws or with rules adopted by the Board of Trustees.
ARTICLE VII
Officers
The
Board of Trustees shall annually appoint from their membership a president,
a vice-president, a secretary, a treasurer and such other officers and
assistant officers as they may deem necessary. Any two or more offices may
be held by the same person, except the offices of president and secretary.
The officers of the corporation shall have such powers as may be specified
by the Board of Trustees.
ARTICLE VIII
Contracts, Checks, Deposits and Funds
The
Board of Trustees may authorize any officer or officers, agent or agents of
the corporation, 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.
All
checks, drafts or orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation, shall be signed by
such officer or officers, agent or agents of the corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Trustees.
All
funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies or other depositaries as
the Board of Trustees may select.
The
Board of Trustees 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.
ARTICLE IX
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. Board of
Trustees and committees having any of the authority of the Board of
Trustees, and shall keep at the registered or principal office 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 agent
or attorney for any proper purpose at any reasonable time.
ARTICLE X
Fiscal Year
The fiscal
year of the corporation shall begin on the first day of January and end on
the last day of December in each year.
ARTICLE XI
Dues
The
Board of Trustees will determine the annual dues payable to the corporation
by the members thereof. Dues shall
be payable upon notification (usually in mid February) for each calendar
year. Those members who fail to pay
their dues by June 1 of each calendar year will be assessed a 10% penalty
in addition to their dues for that year.
Those
members who are delinquent for past years may pay their cumulative dues by
June 1, 2006 without penalty. If the
cumulative dues are not paid by June 1, 2006, a 10% per year penalty will
be imposed. Any dues outstanding
when a home is sold will be collected when the homeowner sells the
home. The Title Company will contact
the Association for a statement of past dues plus penalties and the amount
will be deducted from home sale funds.
ARTICLE XII
Waiver of Notice
Whenever any notice is required to be given under the provisions of The
General Not For Profit Corporation Law 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 entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE XIII
Amendments to By-Laws
These
by-laws may be altered, amended or repealed and new by-laws may be adopted
by a majority of the Trustees present at any regular meeting or at any
special meeting, if at least 24 hours' written notice is given of intention
to alter, amend or repeal or to adopt new by-laws at such meeting.
ARTICLE XIV
No Seal
The
corporation shall have no seal.
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