Kort Springs Homeowner Association

By-laws

Kort Springs

BY-LAWS
OF
KORT SPRINGS HOMEOWNERS ASSOCIATION, INC.


ARTICLE I

OFFICES

1.1 Registered Office. The registered office of Kort Springs Homeowners Association, Inc. (“Corporation”) shall be at 3521 Sudbury Lane, Louisville, Kentucky 40220, but the location of such office may be, from time to time, otherwise designated and changed by the Corporation’s Board of Directors.

1.2 Other Offices. The Corporation may have offices at such places within and without the Commonwealth of Kentucky as the Board of Directors may, from time to time, designate or the business of the Corporation may, from time to time, require.

ARTICLE II

CAPITAL STOCK

2.1 No Capital Stock. The Corporation shall have no capital stock or stockholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit, or property inure to the incorporators thereof, nor to any officer or director thereof, except as otherwise provided in Article V of its Articles of Incorporation, as to compensation for services rendered, but its entire gain, profit, net earnings, and property shall be devoted exclusively to the charitable and other uses and purposes set out in Article III of its Articles of Incorporation.
ARTICLE III

MEMBERS

3.1 Annual meetings. The annual meeting of the members (collectively, the “Members” or individually, a “Member”) shall be held at such time, place and on such date as the Board of Directors may designate, the date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members to be held as soon thereafter as may be practicable.

3.2 Special Meetings. Special Meetings of the members may be called by the President, by a majority of the Board of Directors or by Members holding not less than one-third of the voting power of all Members entitled to vote at such meeting.



3.3 Place of Special Meeting. The Board of Directors may designate any place within or without the Commonwealth of Kentucky as the plate for any special meeting of the Members called by the Board of Directors. A waiver of notice signed by all Members may include a designation of any place, either within or without the Commonwealth of Kentucky, as the place for the holding of such meeting. If no designation is properly made, or if a special meeting be otherwise called, the place of meeting shall be at the registered office of the Corporation in the Commonwealth of Kentucky.

3.4 Notice of Annual or Special Meeting. Written 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 10 days nor more than 35 days before the date of the meeting, either personally or by mail, by or at the direction of the President or Secretary, or the person calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed to the Member at his address as it appears on the records of the Corporation, with postage prepaid.

3.5 Waiver of Notice, Any Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, unless the Member attends the meeting for the sole express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever any notice is required to be given under the provisions of these By—laws, the Articles of Incorporation, or otherwise by law, 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 equivalent to the giving of such notice.

3.6 Quorum. Unless otherwise stated herein, Members holding 20% of the votes then entitled to be cast on the matter to be voted upon, requested in person or by proxy, shall constitute quorum at any such meeting.

3.7 Action by Consent of Members. Any action required to be taken, or 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. Such written consent shall have the same force and effect as a unanimous vote at a meeting.


ARTICLE IV

DIRECTORS

4.1 General Powers. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors. Without limiting the powers that otherwise may be exercised by the Board of Directors, it shall have the power to:


a. Exercise for the Corporation all powers, duties and authority vested in or delegated to the Corporation (1) by law, (2) by that certain Restrictions and Provisions for Maintenance Charges (the “Declaration”) for Kort Springs, of record in Deed Book 4839, Page 584, and Deed Book 5596, Page 229> in the Office of the Clerk of Jefferson County, Kentucky, and by any similar set of deed restrictions applicable to Kort Springs, unless the power, duty or authority is reserved to the membership by other provisions of these By—laws, the Articles of Incorporation or the Declaration; and

b. Employ a manager, independent contractor or other employees as they deem necessary, and to prescribe their duties.

4.3 Duties. It shall be the duty of the Board of Directors to:
a. Fix the assessments at an amount sufficient to meet the obligations imposed by the Declaration or otherwise undertaken by the Corporation, and set the dates assessments are due;

b. Send Written notice of each assessment to every Lot Owner subject to assessment at least 30 days in advance of the due date of the annual assessment or the first installment thereof;

c. Prepare an annual budget;

d. Procure and maintain adequate liability and hazard insurance on property owned by, or for activities conducted under the direction of, the Corporation, to the extent that such insurance is readily available at a reasonable premium as determined by the Board of Directors. All property owned shall be insured for its ‘full replacement cost. All insurance coverage shall be written in the name of, and the proceeds shall be payable to, the Corporation, and insurance proceeds payable as a result of property damage shall be used by the Corporation for the repair or replacement of the property for which the insurance was carried.

4.2 Number. Tenure and Qualifications. The Board of Directors shall consist of not less than three individuals, and until otherwise changed by an amendment to these By-Laws, shall consist of three individuals. Each director shall be elected by the Board of Directors to hold office for a term of two years, or until a respective successor shall have been duly elected by the Board of Directors and shall have accepted office. Each director shall be eligible for reelection. The directors need not be residents of the Commonwealth of Kentucky.

4.3 Removal and Resignations. Directors may be removed from office for good cause, which may include absences from three (3) successive regular meetings of the Board of Directors. Such action shall be taken by the Board of Directors by adopting a corporate resolution. Any director may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Annual Meeting. The Board of Directors shall hold its annual meeting each year at the Corporation’s registered office within five months after the end of the Corporation’s fiscal year at such time as the President may direct upon at least ten (10) days’ prior notice in writing, given personally, or by mail or telegram, for the purpose of electing directors and the transaction of such other business as may properly come before the meeting.


4.5 Regular Meetings. The Board of Directors may provide by resolution the times and place for the holding of regular meetings. No notice of regular meetings shall be required, but the directors not present when the regular meetings are so provided for, shall be duly notified as to the times and place fixed for such meetings.

4.6 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or the Chairman of the Board, if such office is created, or of two directors, upon at least three days’ prior notice in writing, given personally, or by mail or telegram, which notice shall state the time, place and purpose of the meeting.

4.7 Notice. If notice of any annual meeting, regular meeting or special meeting is mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice is given by telegram, such notice shall be delivered when the telegram is delivered to the telegraph office. Except with respect to special meetings, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.



4.8 Waiver of Notice. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director attends the meeting for the sole express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever any notice is required to be given under the provisions of these By-Laws, the Articles of Incorporation, or otherwise by law, 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 equivalent to the giving of such notice.

4.9 Quorum. A majority of the directors then holding office shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors, provided that, if less than a quorum of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

4.10 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 as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.


4.11 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next general election of directors by the Board of Directors.


4.12 Meetings: Chairman and Secretary: At all meetings of the Board of Directors, the President of the Corporation shall act as Chairman and the Secretary of the Corporation shall act as Secretary, except that if either or both of them shall be absent, a Chairman or Secretary, or both, may be chosen at the meeting. Nevertheless, if the Board of Directors, by appropriate action shall create the office of Chairman of the Board of Directors, such Chairman shall preside at all meetings of the Board of Directors at which the Chairman is present, but if the Chairman is absent, then said meeting shall be presided over as above stated.

4.13 Chairman of the Board of Directors. The Board of Directors may appoint one of its members as Chairman of the Board of Directors. If the Board of Directors shall create the office of Chairman of the Board of Directors, such Chairman shall have the right to vote upon all matters coming before the Board, but the President of the Corporation shall, nevertheless, be its chief executive officer.


4.14 Action by Unanimous Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote at a meeting.


4.15 Executive Committee. It shall be competent for the Board of Directors by resolution to provide for an Executive Committee consisting of at least two directors. The Executive Committee shall have such authority as is usual and necessary for an Executive Committee to have to act for the Board of Directors, except to the extent such authority is limited by KRS 273.121.

4.16 Other Committees. It shall be competent for the Board of Directors by an appropriate By—Law or resolution to provide for such other committees consisting of at least two directors as may appear necessary for the effective management of the business of that Corporation, and to give such committees such powers and duties as may seem proper, and to provide when and how often any such committee shall meet, how its meetings shall be called, and at what times those meetings may be held.

ARTICLE V

OFFICERS

5.1 Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two of the offices of Vice President, Secretary and Treasurer may be held by the same person. Any officer may be, but need not be, a director.


5.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at the first, and thereafter at each annual meeting of the Board of Directors. If the election of officers shall not be held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until such officer’s successor shall be duly elected or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. Any officer shall be eligible for reelection.

5.3 Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5 President. The President shall be the chief executive officer of the Corporation. If no Chairman has been appointed or, in the absence of the Chairman, the President shall preside at all meetings of 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 ByLaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall, in general, 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. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meetings of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting shall hold and may exercise all rights incident to the ownership of such stock which the Corporation, as owner, would have had and exercised if present. The Board of Directors may confer like powers on any other person persons.

5.6 Vice—President. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice—President (or, in the event there be more than one Vice— President, the Vice-Presidents in order designated at the time of their election, or in the absence of any designation, then in order of their election), if that office be created and filled, 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. Any Vice-President shall perform such other duties as from time to time may be assigned to such Vice— President by the President or by the Board of Directors.


5.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts 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 and other depositories as shall be selected in accordance with the provisions of these By-Laws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman of the Board, the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

5.8 Secretary. The Secretary shall (a) keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By—Laws or, as required by law; (c) be custodian of the corporate records and or the seal, if any, of the Corporation; (d) keep a register of the mailing address of each director; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman of the Board, the President or by the Board of Directors.

5.9 Assistant Treasurers and Assistant Secretaries.

(a) The Assistant Treasurer, if that office be created and filled, shall, if required by the Board of Directors, give bond for the faithful discharge of the Assistant Treasurer’s duties in such sum and with such surety as the Board of Directors shall determine.

(b) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman of the Board, the President or the Board of Directors.




ARTICLE VI

CONTRACTS, LOANS, CHECKS
AND DEPOSITS

6.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2 Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to its officers or directors.


6.3 Checks. Drafts. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

6.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies and other depositories as the Board of Directors may select.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND EMPLOYEES
7.1 Indemnification. Subject to Section 8.5 hereof, the Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of the Kentucky Revised Statutes Chapter 273, indemnify each director, officer and employee of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines and amounts paid in settlement incurred by such person in connection with, and shall advance expenses (including attorneys’ fees) incurred by such person in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which such person is, or is threatened to be made, a party by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized herein.

7.2 Nonexclusivity of Indemnification. The indemnification provided for by this Article VI shall not be deemed exclusive of any other rights to which directors, officers or employees of the Corporation may be entitled under any statute, agreement or action of the Board of Directors of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director, officer or employee of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.3 Insurance. Subject to Section 8.5 hereof, the Corporation may 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, member, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any li4bility asserted against such person and incurred by such person in such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power or be obligated to indemnify such person against such liability under the provisions of this Article VI or Kentucky Revised Statutes Chapter 273.


ARTICLE VIII

MISCELLANEOUS

8.1 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation by resolution.

8.2 Seal. The Board of Directors may adopt by resolution a corporate seal, which shall be circular in form and shall have inscribed thereon the designation “SEAL” and such other information, as the Board of Directors may deem advisable.

8.3 Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these By—Laws by the vote of a majority of the entire Board of Directors.

8.4 Construction. Unless the context specifically requires otherwise, any reference in these By—Laws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

8.5 Limitations. Notwithstanding any other provision hereof, the Corporation shall take no action contrary to the provisions of Article III of the Corporation’s Articles of Incorporation, and if at any time the Corporation is a private foundation or a private operating foundation as such terms are defined in the Internal Revenue Code of 1986, as amended (“Code”), then the Corporation shall only act as permitted under the Code without subjecting the Corporation to additional taxes imposed under Subchapter A, Chapter 42, Subtitle D of the Code.



The above By-Laws of this
Corporation were adopted by
the Board of Directors as of
January 17, 1999.


Carole Smith, Secretary