Windings Maintenance Corporation By-Laws
Revised December 31, 2009
BY-LAWS of WINDINGS MAINTENANCE CORPORATION
I. MEMBERSHIP
Every person or entity who is a record owner of the fee of a lot which is subject by covenants of record to assessment by the Corporation shall be a member of the Corporation, provided that no person or entity who holds an interest merely as security for the performance of an obligation shall be a member.
II. PRIVILEGES OF MEMBERSHIP
Each member of the Corporation may use the facilities of the Corporation subject to the payment of such fees and compliance with such regulations as the Directors may establish from time to time. Members shall be eligible to serve on committees established by the Directors for the purpose of advising on or assisting in the carrying out of the purposes of the Corporation. Members shall be eligible for election as directors of the Corporation under the procedure described in Article III hereof for election of directors generally.
III. VOTING RIGHTS
Each member shall be entitled to one (1) vote for each improved lot in which such member owns the interest required for membership. When more than one person holds such interest or interests in any lot, i.e., as joint tenants or tenants in common, there shall be only one vote cast amongst them for each lot they so own.
At all meetings of shareholders, a shareholder entitle to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be field with the Secretary of the Corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his proxy shall not of itself constitute a revocation. Further, the Board of Directors may call for a vote of the members on any matter by written ballot or mail in such form and requiring receipt by such time as may be sent by the Board of Directors.
IV. DIRECTORS
The affairs of the Corporation shall be managed by the Directors of the Corporation, who shall be four (4) in number, unless temporarily less than that number owing to the loss of a director, or failure to nominate or to elect directors as provided in the By-Laws. These directors shall be elected annually by and from the members of the Corporation.
Windings Maintenance Corporation By-Laws
Revised December 31, 2009
The Board of Directors may, by resolution adopted by the majority thereof, designate one or more committees, each committee to consist of one director selected by the Board of Directors, which committee shall have any may exercise such powers as are designated by the Board of Directors.
V. MEETINGS
The annual meeting of the members shall be held in the month of December of each year, the time and place of which shall be set by the Board of Directors. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of the members. Other meetings of the Board of Directors may be held from time to time, as it shall designate.
Meetings of the Board of Directors may be called by or at the request of the president or any two (2) directors at such place as the person or persons calling the meeting shall designate, and if no place is designated, the meeting shall be held at the principal office of the Corporation.
The annual meeting of the members shall be upon at least 30 days written notice with a distributed written agenda. Any special meeting will have at least seven (7) days written notice with a distributed agenda. Written notice of any meeting shall include a proxy allowing members to vote for or against each item on the agenda. The directors may act by consent as provided in Section 181.72 of the Wisconsin Statutes.
VI. OFFICERS
The officers of the Corporation shall consist of a president, one or more vice-presidents, a
secretary, a treasurer, and such other officers and assistant officers as the Board of Directors may deem necessary. All officers shall be elected or appointed annually by the Board of Directors. Any two (2) or more officers may be held by the same person, except the offices of president and secretary, and the offices of president and vice-president.
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 interest of the corporation shall be served thereby, without prejudice to the contract rights of the person so removed, as his election or appointment shall not of itself create any contract rights. All officers, except for assistant officers, must be members of the Corporation. A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
The president shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the members.
Windings Maintenance Corporation By-Laws
Revised December 31, 2009
The officers shall have such duties and functions as are generally held or performed by such officers in business corporations, and such additional duties and functions as may be established by the Board of Directors. Additional officers and assistant officers shall have charge of and shall perform such duties as may be authorized by the Board of Directors and assigned to them by the president.
VII. ANNUAL ASSESSMENTS
Each owner of an improved lot, as hereinafter defined, shall be subject to a general annual
charge or assessment determined solely by the Board of Directors of the Windings Maintenance Corporation for the purpose of defraying the cost of maintaining and administering the open space and recreational facilities. Such annual assessment shall be a pro rata share, or one share per log, of the cost incurred by the Corporation to maintain the open space for the recreation, health, safety, welfare and enjoyment of its members. Said costs shall include, but not be limited to, payment of taxes, insurance, repair, replacement and additions to the improvements made upon said open space and the cost of labor, equipment, materials, management and supervision thereof. An “improved lot,” for the purposes of these By-Laws, shall be defined as a lot within the subdivision to which sewer, water, and electric service is available and which is accessible by means of a city-approved road surface.
Such annual assessment shall be levied by the Corporation as of January 1st for such year and a statement for such amount shall be mailed to the owner of each lot as of such date and by payable on or before January 31st of each year. The maximum annual assessment shall be $200.00 per lot. Such maximum annual assessment may be changed by a majority of the votes cast at any annual meeting or special meeting of the members of the Corporation called for that purpose, at which there shall be a quorum. The assessment, however, as established by the Corporation shall be set taking into consideration the cost of current maintenance and future needs and may be in any lesser amount than the maximum which meets these requirements.
VIII. SPECIAL ASSESSMENTS
A special assessment may be levied by the Corporation for the purpose of defraying in whole or in part the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement upon the open space if consented to by a majority of the votes cast at a meeting of the members of the Corporation at which there is a quorum. Robino Ladd Company shall not be assessed for any such capital improvements for any lot it owns for which it has not consented to the construction or installation thereof.
Unless approved by a two-thirds vote at a General Membership Meeting, any special assessment shall not exceed twice the current “maximum annual assessment.” Such special assessments shall be due and payable ninety (90) days after the required affirmative vote of the voting members of the Corporation.
Windings Maintenance Corporation By-Laws
Revised December 31, 2009
IX. DELINQUENT ASSESSMENTS
If the assessments are not paid on the date when due, then such assessment shall become delinquent and shall, together with such interest thereon and cost of collection thereof as hereinafter provided, becoming a continuing lien on the property which shall bind such property in the hands of the owner, his heirs, devisees, personal representatives, successor and assigns. This delinquent assessment shall also be a personal obligation of the then owner of the lot or lots involved and shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them.
If the assessment is not paid by March 1st, the delinquency date, the assessment shall bear interest at the rate of one and one-half percent (1.5%) per month, and shall be further increased by all costs of collection, including reasonable attorney’s fees. In such event, the Corporation may bring an action at law against the owner(s) of the property personally obligated to pay the same or file a lien against the property pursuant to statue and foreclose the lien against the property.
X. PROOF OF PAYMENT
The Corporation shall, upon payment at any time, furnish to any lot owner a certificate in writing signed by an office of the Corporation setting forth whether said assessments have been paid. Such certificate shall be conclusive evidence of the payment of any all assessments therein stated to have been paid.
XI. AMENDMENT
These By-laws may be amended by two-thirds (2/3) of the votes cast any annual meeting or any special meeting of the members of the Corporation called for that purpose, at which a quorum shall be present.
XII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall be inscribed thereon the name of the Corporation and the words, “Wisconsin”, and “Corporate Seal”.
