By-Laws

STONEBROOK HOMEOWNERS’ ASSOCIATION, INC.

BY-LAWS and AMENDED ARTICLES OF INCORPORATION

The By-Laws were duly and regularly adopted as the Code of By-Laws of said corporation at a regularly scheduled meeting of the Board of Directors held on the 14th day of July 1992 and that said By-Laws as copied and transcribed are true and correct. Read below or click here to view the original By-Laws recorded at Bonneville County.

The undersigned, acting as the Directors, in order to amend the Articles of Incorporation of a non-profit corporation for the purposes hereinafter stated, pursuant to Chapter 3, Title 30, of the Idaho Code entitled “Idaho Non-profit Corporation Act”, do hereby adopt the following Amended Articles of Incorporation for such corporation. Dated 9 February 1993 Click here to view the original document.

BY-LAWS OF STONEBROOK HOMEOWNERS’ ASSOCIATION, INC.

ARTICLE I

Declaration of Covenants

The Protective Covenants for all Divisions of the Stonebrook Addition, to the city of Idaho Falls, Bonneville County, Idaho (hereinafter referred to as the “Declaration”) are hereby incorporated and made a part of these By-Laws by reference.

ARTICLE II

Membership and Voting

Section 1.

The corporation shall not issue any capital stock, nor membership certificates. Membership’ shall be limited to those property owners who either reside in Stonebrook Addition or those property owners who have acquired an individual lot and who intend to become residents of the Stonebrook Addition. Each such residential owner of a lot in Stonebrook Addition, to the City of Idaho Falls, Bonneville county, Idaho, by virtue of being such an owner and for so long as he is such an owner shall be deemed a member of the Stonebrook Homeowners’ Association. The membership of each lot owner in the Stonebrook Homeowner’s Association shall be appurtenant to said lot, and then only to the transferee of title to said lot. Any attempt to make a prohibited transfer shall be void. Any transfer of title to said lot shall operate automatically to transfer said membership to the new owner thereof.

In the event of dispute as to membership, the membership shall be determined based on the ownership of such lot as shown in the public records of the County of Bonneville, state of Idaho.

The name, names or entity under which membership appears on the books and records of the corporation shall be maintained until such time as satisfactory evidence of a change in membership is presented to the secretary.

Section 2.

(a) Residential lot owners shall be entitled to one (1) vote collectively for each lot owned, regardless of the number of persons who hold title to the Lot.

(b) The vote for each such lot shall, if at all, be cast as a unit, and fractional votes shall not be allowed. In the event that joint owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. If any lot owner casts a vote representing a certain lot, it will thereafter be conclusively presumed for all purposes that he or they were acting with the authority and consent of all other owners of the same lot.

(c) The right to vote may not be severed or separated from the ownership of the lot to which it is appurtenant, except that any owner may give a revocable proxy, ‘or may assign his right to vote for the term of a lease or deed of trust, and any sale, transfer or conveyance of such lot to a new owner or owners shall operate automatically to transfer the appurtenant vote to the new owner, subject to any assignment of the right to vote to a lessee or beneficiary as provided herein.

ARTICLE III

Offices

The principal office of the corporation shall be in the city of Idaho Falls, Idaho and such office shall be the registered office of the corporation within the state.

ARTICLE IV

Meeting of Members

Section 1.

All meetings of the members shall be held in the City of Idaho Falls, Idaho, or they may be held at such other place as shall be determined from time to time by the Board of Directors, and the place at which such meeting shall be held shall be stated in the notice and call of the meeting.

Section 2.

The annual meeting of the members shall be held during the month of August at such time and date as determined by the Board of Directors. At this meeting, the directors for the ensuing year shall be nominated, the officers of the corporation shall present their annual reports and business initially raised at the annual meeting shall be by written ballot distributed by mail. All items of business of which the members have proper notice in advance of the annual meeting shall be voted on at such meeting. If the annual meeting of the members be not held as herein provided, then election of directors may be held at any meeting thereafter called pursuant to these By-Laws.

All elections for directors shall be by written ballot and the candidates receiving the highest number of votes shall be declared elected. The ballots shall be distributed by mail and shall be collected by the Board of Directors. The Directors shall count the votes and announce the results no later than 30 days after the election.

Section 3.

Each member entitled to vote may be represented at any regular or special meeting of members by a duly executed proxy which shall be in writing and properly signed, but shall require no other – attestation. No proxy shall be recognized unless executed within eleven months of the date of the meeting at which it is presented.

Section 4.

Special meetings of the members may be held whenever called by the Board of Directors, or by a majority of the members thereof, or by the President, and shall be called by the President of Vice-President upon the request in writing by ten percent (10%) of the members. Calls for special meetings shall state the time, place and object or objects thereof, and no business other than that specified in the call shall be considered at such meeting.

Section 5.

A written or printed notice of every regular or special meeting of members stating the time and place, and in case of special meetings, the objects thereof, shall be prepared and mailed by the Secretary, postage prepaid, to the last known post office address of each member at least ten (10) days before the date of any such meeting, or delivered in person at least ten (10) days before the date of any such meeting.

Notice of the time, place and purpose of any meeting of the members shall not be required to be given to any member who shall attend such meeting, in person or by proxy; and if any member, in writing or by telegraphic wire, filed with the records of the meeting, either before or after the holding thereof, shall waive notice of any members’ meeting, notice thereof need not be given to him. No notice of an adjourned meeting of the members need be given.

Section 6.

Except as may otherwise be provided by law, or in the Articles of Incorporation, a quorum at any annual or special meeting of members shall consist of ten percent (10%) of the members represented either in person or by proxy. When a quorum is present at any meeting, a majority of the members represented thereat shall decide any question brought before such meeting, unless otherwise expressly provided by law. In the absence of a quorum, those present may adjourn the meeting to another day, but until a quorum is secured, no business may be transacted; provided, however, that in case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless, constitute a quorum for the purpose of electing directors. At any adjourned meeting when a quorum is present any business may be transacted which would have been proper at the original meeting.

Section 7.

The President, or in his absence, the Vice-President, shall preside at all meetings of the members. In the absence of both the President and Vice-President, those present and entitled to vote at the meeting shall elect a presiding officer.

Section 8.

Any action required to be taken at a meeting of the members, or any other 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 all of the members entitled to vote with respect to the subject matter thereof, in accordance with the applicable provisions of the Idaho Code.

ARTICLE V

Board of Directors

Section 1.

The management of all the affairs, property and interest of the corporation shall be vested in a Board of Directors, consisting of seven (7) members. Directors shall be members of the corporation and shall serve for a two-year term.

In addition to the powers and authorities by the By-Laws and the Articles of Incorporation expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and the things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the members.

Section 2.

The number of directors may at any time be increased or decreased by the members at any regular or special meeting (provided that there shall always be at least (2) directors or by the directors at any regular or special meeting if notice of such meeting contains a statement of the proposed increase or decrease; and, in case of any such increase, the members of directors at any regular or special meeting shall have power to elect any additional directors to hold office until the next annual meeting of the members and until their successors are elected and qualified.

Section 3.

All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the majority vote of the remaining director or directors, even though less than a quorum, at any regular or special meeting. A director thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an J election at an annual meeting or at a special meeting of the members called for that purpose.

Section 4.

The Board of Directors shall hold its meetings in the City of Idaho Falls, Idaho, or such meetings may be held in such other place or places, within or without the state of Idaho, as the board from time to time by resolution may determine. Meetings of directors may be held at any time or place upon written or telegraphic consent or waiver of notice from all directors.

Section 5.

Special meetings of the Board of Directors may be called at any time by the President, or in his absence or disability by the Vice-President, or by any two directors, such call stating the time and place of such meeting, and the purposes for which it is to be held.

Section 6.

The Secretary shall notify each member of the board of all special meetings by mailing to each member’s last known post office address, postage prepaid, at least tend days before any such meeting, a written or printed notice thereof, giving the time, place and object or objects thereof, or by telegraphing such notice not less than five days before the day of such meeting, and no business shall be transacted at such special meeting except such as shall be indicated in the notice thereof; provided, however, that the notice for special meetings of directors, called by two of the directors, as provided in section 5 of this Article, may be issued by such directions.

Notice of any meeting of the Board of Directors need not be given to any director if he shall attend such meeting or shall waive such notice in writing, filed with the records of the meeting either before or after the holding thereof; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the directors shall be present thereat. Any business may be transacted at any meeting at which every director may be present, though without any notice.

Section 7.

A majority of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of business, and a majority of the members in attendance at any board meeting shall, in the presence of a quorum, decide its action, except as otherwise provided in these By-Laws or in the Articles of Incorporation, or as required by law; provided, however, that after resignation of more than a majority of the directors, the remaining directors, although less than a quorum, may meet and fill vacancies as hereinabove provided.

Section 8.

No salary shall be paid directors for their services, but by resolution of the Board of Directors, they may be reimbursed for expenses properly incurred on behalf of the corporation.

ARTICLE VI

Officers

Section 1.

The officers of the corporation shall be a President, one or more Vice-Presidents, (the number to be determined by the Board of Directors), a secretary and a treasurer, who shall be elected for a term of one year by the directors at their first meeting after each annual meeting of the members. If the election of such officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. At the discretion of the board, any two or more offices may be held by the same person, except the offices of President and Secretary. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

The Board of Directors may elect such other officers and appoint such agents as it may deem necessary or expedient to hold office during its pleasure and to have such authority and perform such duties as shall be prescribed from time to time by the Board. Any of the officers may also serve on the Board of Directors.

Section 2.

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 and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation, 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 By-Laws to some other Officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall 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.

Section 3.

In the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president. Any vice-president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

Section 4.

The secretary shall: (a) keep the minutes of the members’ and 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 corporation records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each member which shall be furnished to the secretary by such member; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

Section 5.

If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) 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 monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; and (b) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

Section 6.

The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice-president certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or the Board of Directors.

Section 7.

Any officer or agent elected or appointed by the Board of Directors may be removed by the affirmative vote of a majority of the whole Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, of the person so removed.

Section 8.

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.

Section 9.

In case of the absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors from time to time may delegate the powers and duties of such office to any other officer, or to any director or to any other person whom they may select.

ARTICLE VII

Finance

The money of the corporation shall be deposited in the name of the corporation in such depository or depositories as may be designated by two members of the Board of Directors.

ARTICLE VIII

Books and Records

The books, accounts and records of the corporation, except as may be otherwise required by the laws of the State of Idaho, may be kept at such place or places as the Board of Directors from time to time may designate. The Board of Directors shall determine whether and to what extent the accounts, books and records of the corporation, or any of them, shall be open to the inspection of the members, and no member shall have any right to inspect any account, book or record of the corporation, except as conferred by law or by resolution of the members or directors.

ARTICLE IX

Notices

Section 1.

Whenever the provision of the statutes, or of the By-Laws, require notice to be given to a director, officer or member, they shall not be construed to mean personal notice; such notice may be given in writing by depositing the same in a post office or letter box, post paid, addressed to such director, officer or member, at his or her address as the same appears on the books of the corporation; and the time when the same shall be mailed or the time the telegram is sent shall be deemed to be the time of the giving of such notice. Such notice may also be personally delivered.

Section 2.

A waiver of any notice in writing signed by a member, director or officer, or by a telegraphic message, whether before or after the time stated in said waiver for holding a meeting, shall be deemed equivalent to a notice required to be given to any director, officer or member.

ARTICLE X

Seal

The seal of the corporation shall consist of two concentric circles, between which shall appear the name of the corporation, plus the word “Idaho”, and the center shall be inscribed with the words “Corporate Seal”. An impression of said seal appears on the margin hereof.

ARTICLE XI

Amendment

Any and all provisions of the By-Laws may be altered amended or repealed, and new By-Laws may be adopted, at any annual members meeting, or at any special meeting of the members called for that purpose, by a vote representing a majority of the members, or by the written consent duly acknowledged in the same manner as conveyances of real estate are required by law to be acknowledged of a majority of the members, which written consent may be in one or more instruments. Any and all provisions of the By-Laws may be altered, amended or repealed, and new By-Laws may be adopted by the Board of Directors by majority vote.

ARTICLE XII

Indemnification

Each director and officer of the corporation now or hereafter serving as such, shall be indemnified and held harmless by the corporation against any and all claims and liabilities to which he has or shall become subject by reason of serving or having served as a director or officer of the corporation, except for claims and liabilities arising out of said director’s purposeful misconduct or gross negligence.

Certification

We, the undersigned, being a majority of the directors in the office of Stonebrook Homeowners’ Association, Inc. and the secretary of said corporation, do hereby certify that the above and foregoing By-Laws were duly and regularly adopted as the Code of By-Laws of said corporation at a regularly scheduled meeting of the Board of Directors held on the 14th day of July 1992 and that said By-Laws as copied and transcribed above are true and correct.

Signature David H. Shipmen
Signature Maris Cukurs
Signature Debbie DelSynai
Signature Linda L. Router

AMENDED ARTICLES OF INCORPORATION OF

STONEBROOK HOMEOWNERS’ ASSOCIATION, INC.

ARTICLE I.

The name of the Corporation shall be “Stonebrook Homeowners’ Association, Inc.”

ARTICLE II.

The period of existence and duration of the life of this corporation shall be perpetual.

ARTICLE III.

This corporation shall be a non-profit membership corporation.

ARTICLE IV.

The address of the Corporation’s initial registered office shall be Route 7, Box 70, Idaho Falls, Idaho 83401. The name of the Corporation’s initial registered agent at such address is Robert W. Utterbeck.

ARTICLE V.

The names and addresses of the incorporators are:

Robert W. Utterbeck
Route 7, Box 70
Idaho Falls, ID 83401

Jacqueline Utterbeck
Route 7, Box 70
Idaho Falls, ID 83401

David Addiego
Route 7, Box 70E
Idaho Falls, ID 83401

ARTICLE VI.

The number of directors constituting the initial Board of Directors of the corporation is three and the names and addresses of the persons who are to serve as directors until the elected and shall qualify are:

Robert W. Utterbeck
Jacqueline Utterbeck
David Addiego

ARTICLE VII.

The nature of the business and the object and purpose of this corporation shall be as follows:

To form a corporation under Title 30, Chapter 3 of the Idaho Code, for the purpose of providing a home-owners’ association to which all owners of lots located in Stonebrook Addition, to the City of Idaho Falls, Idaho, shall belong for the purpose of owning and maintain the common property of such sub-division.
This corporation shall be the Homeowners’ Association referred to in the Declaration of Protective Covenants for Stonebrook Addition, Division 1, as recorded in the records of Bonneville County, Idaho (hereafter referred to as the Declaration).

To form an Association in which the rights, privileges, burdens, responsibilities and interest of all members shall be based upon the ownership of lots in Stonebrook Addition. This corporation shall have all powers incidental to a corporate structure except, as its powers are restricted in the Declaration.

To receive and accept and to be obligated to receive and accept from various parties’ grants of right, title and interest in association property, to assume the functions and obligations imposed upon the Association property as provided for under the Declaration. All Association property, both real and personal, received and accepted by the corporation shall be held for the benefit and use of the members of the Corporation.

The corporation shall have the power to levy regular or special assessments to fulfill the obligations and purposes set forth in these Amended Articles of Incorporation and the Declaration.

ARTICLE VIII.

No dividend shall be paid and no part of the income of the corporation shall be distributed to its members, directors, or officers. The corporation may pay compensations in a reasonable amount to its members, directors, or officers for services rendered, and upon dissolution or final liquidation may make distributions to its members, as allowed pursuant to the terms of the Idaho Non-profit Corporation Act.

ARTICLE IX.

The Corporation shall not issue any capital stock, nor membership certificates. Membership shall be limited to those property owners who either reside in the Stonebrook Addition or those property owners who have acquired an individual lot and who intend to become residents of the Stonebrook Addition. Each such residential owner of a lot in Stonebrook Addition, to the City of Idaho Falls, Bonneville Count, Idaho, by virtue of being such an owner and for so long as he is such an owner shall be deemed a member of the Stonebrook Homeowners’ Association. The membership of each such lot owner in the Stonebrook Homeowners’ Association shall be appurtenant to said lot and shall not be transferred, pledged or alienated in any way except upon the transfer of title to said lot, and then only to prohibited transfer shall be void. Any transfer said membership to the new owner thereof.
(1) Residential lot owners shall be entitled to one (1) vote collectively for each lot owned, regardless of the number of persons who hold title to the lot.
(2) The vote for each such lot shall, if at all, be cast as a unit, and fractional votes shall not be allowed. In the event that joint owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their rights to vote on the matter in question. If any lot owner casts a vote representing a certain lot, it will thereafter be conclusively presumed for all purposes that he or they were acting with the authority and consent of all other owners of the same lot.
(3) The right to vote may not be severed or separated from the ownership of the lot to which it is appurtenant, except that any owner may give a revocable proxy, or may assign his right to vote for the term of a lease or deed of trust, and any sale, transfer or conveyance of such lot to a new owner or owners shall operate automatically to transfer the appurtenant vote to the new owner, subject to any assignment of the right to vote to a lessee or beneficiary as provided herein.

ARTICLE X.

Each member shall be liable for payment of all regular and special assessments provided for in the Declaration and for payment and discharge of the liabilities of the corporation as provided in the Declaration and By-laws of the Corporation.

Dated this 9 day of February, 1993

Signatures

Maris Cukurs
Debbie DelSynai
Van M Ashton
Debra K. Kern
Joann Rose
Alan K Youlz
Heidi M Usbanski