These are the Bylaws of GLENOAKS HOMEOWNERS ASSOCIATION, INC., hereinafter sometimes referred as the "Corporation" or the "Association" which term may be used interchangeably, a corporation not for profit under the laws of the Commonwealth of Kentucky, these Bylaws superceding prior Bylaws dated 03-20-92, 01-29-04, 11-28-07, 10-01-08, 10-04-11 & 10-26-12. The Association is organized for the purposes of, among this, serving the common good and welfare of the community, including administering the maintenance, repair and upkeep of the common property as provided in the Declaration described in the Articles of Incorporation.

All terms as used herein shall have the same definitions as in the Articles of Incorporation.

The fiscal year of the Corporation shall be the calendar year.

The annual members' meeting shall be held on the third Wednesday of January at 7:00 p.m. local time at the GlenOaks Clubhouse or at such other place in Jefferson or Oldham County, Kentucky as the majority of the board of directors shall determine. If such date is not available or is a legal holiday, the meeting shall be held at the same hour on the next available day that is not a legal holiday. At each annual meeting, the lot owner members shall elect members of the Board of Directors and transact any other authorized business.  At least five (5) calendar days prior to the Annual Meeting notice of the Annual Meeting shall be posted at or near the signature entrances to the subdivision (Stone School Road/ Brownsboro Road (1694) and Worthington Lane/ Brownsboro Road (1694)) only.

Special members' meetings, to be held at a place to be determined and may be called by the President or by a majority of the Board. The Board of Directors upon receipt of a written request must call a special meeting from a majority of the lot owner members of the Association. The business conducted at a special meeting shall be limited to that stated in the notice of the meeting.

Written notice of a meeting of lot owner members stating the Director calling the meeting shall give the time and place and purposes for which the meeting is called. A copy of the notice shall be posted at or near the signature entrances to the subdivision (Stone School Road/Brownsboro Road (1694) and Worthington Lane/Brownsboro Road (1694)) only.  A copy shall be mailed by regular mail, postage prepaid, to each lot owner member entitled to attend the meeting except lot owner members who waive the notice in writing. The mailing shall be to the address of the lot owner member as it appears on the roster of lot owner members. The posting and mailing of the notice shall be affected not less than thirty (30) calendar days prior to the date of the meeting. Proof of posting and mailing of the notice shall be given by the affidavit of the person serving the notice. Notice of a meeting may be waived before or after the meeting. Lot owner members of the Association may take action by written agreement, signed by a majority of the lot owner members of the Association without meeting.

The owners of a majority of the Lots constitute a quorum. Decisions shall be made by owners of a majority of the Lots represented at a meeting at which a quorum is present. The acts approved by a majority of the votes cast at a meeting, at which a quorum is present, shall constitute the acts of the lot owner members, except when approval by a greater number of lot owner members is required by the Declaration, the Articles of Incorporation, or these Bylaws.

Any meeting of lot owner members that cannot be organized because of lack of a quorum may be adjourned from time to time until a quorum is present. Any such adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted without further notice.

The Treasurer shall furnish and certify a list of the lot owner members entitled to vote at each meeting and the list shall indicate the number of votes of each member. Only those persons whose names appear on such certified list (and in good standing) shall be entitled to vote at such meeting.

1. Call to order by President;
2. Calling of the roll and certifying of proxies;
3. Proof of notice of meeting, or waiver of notice;
4. Reading and disposal of minutes;
5. Reports of Officers and committees;
6, Determination of number of Board Members
7. Election of Board members
8. Old business
9. New business
10. Adjournment

At any meeting of lot owner members, the owners of Lots shall be entitled to cast one vote for each Lot owned. Only lot owner members in good standing shall be allowed to vote. Voting rights shall be as provided in the Declaration.

Lot owners may vote by written proxy. A proxy expires ninety (90) calendar days from the date thereof and may be used only for the purpose for which it is given. To be effective for a meeting, a proxy must be filed with the Secretary before the meeting is adjourned. All proxies are to be entered into the record of the minutes of the meeting.

The minutes of all meetings by the Board shall be kept in a book/s available for inspection by Lot owner members or their authorized representatives, along with Board member/s shall have the right to inspect said book/s, upon presentation of a ten (10) calendar day written notice, and at a mutually agreeable time. Lot owner members or their authorized representatives shall also have the right to request copies at their expense, upon presentation of a ten (10) calendar day written notice and delivered within a mutually agreeable time frame. The Association shall retain these minutes for a period of not less than twenty (20) years.

A Board of Directors composed of seven (7) lot owner members shall manage the affairs of the Corporation.  No more than two (2) directors of the seven (7) directors can be lot owner members of one lot. All lot owner members must be listed by the Property Valuation Administration.

Notice. Election of Board members shall be held at the annual members' meeting. Members shall be notified of the annual meeting by publication in any or all of the following methods; the Homeowners’ Association newsletter, Association Website, GlenOaks Neighborhood Watch or Association e-mail or by any other manner deemed appropriate by the Board.  The reminder/notice shall indicate that directors are to be elected at the annual meeting and that any lot owner (in good standing) interested in being included on the ballot must submit their self nomination by providing their name and any other information requested by the Board by a date certain before the meeting. 

Election Procedure. Ballots shall be mailed to the lot owner members at least ten (10) calendar days prior to the annual meeting.  The Board shall not be required to mail ballots in the instance the number of required candidates or less have been nominated by the deadline for submitting self nominations.  In the instance in which the number of required candidates or less have been nominated by the deadline for submitting self nominations, these candidates who have self-nominated by the deadline shall be deemed elected, and the remaining seats will be treated as vacancies.  A candidate for Board membership may be nominated from the floor, as a write-in candidate, provided that the Board is being elected at the annual meeting and a quorum is present. All votes shall be tabulated at the annual meeting. All ballots not received by the Secretary by the conclusion of the annual meeting shall be void. All ballots will be retained for thirty (30) calendar days after the election.

Any vacancy in the Board of Directors may be filled for the unexpired term by a vote of the majority of the remaining Directors though less than a majority of the whole Board.

1.   Any member of the Board may be recalled and removed from office with or without cause by the affirmative vote or agreement in wiring of a majority of all lot owner members to vote. A special meeting of the lot owner members to recall a member or members of the Board may be called by at least ten (10%) percent of the lot owner members giving notice of the meeting as required for a meeting of lot owner members, and the notice shall state the purpose of the meeting.

Directors are elected to (2) two-year terms. Terms will be staggered; three (3) directors to be elected in even numbered years and four (4) directors to be elected in odd numbered years. The term of a Board member shall end at the conclusion of the annual meeting of the 2nd year of the term of office.

The organization meeting of a newly elected Board shall be held by the Board immediately following the meeting at which it was elected. No further notice of the organization meeting is necessary.

All Board meetings other than the General Meetings are business meetings and shall be open to all lot owner members. Any lot owner meeting shall notify the BOD of their intention to attend. Notifications must be received ten (10) prior to the meeting date. Regular meetings of the Board may be held at such time and place as shall be called by the President.

The President may call special meetings of the Board at any time. At the written request of two members of the Board, the Secretary must call such special meeting. Notice of special meetings shall state the time, place and purpose of the meeting.

Notice of every meeting of the Board shall be given in any manner appropriate under the circumstances, including verbally.

Any Board member may waive notice of any Board meeting before or after the meeting. Such waiver shall be deemed equivalent to the giving of notice and shall be made in writing.

The Board may take action by written agreement without meeting.

A quorum at the Board meeting shall consist of a majority of the members of the Board. Acts of a majority of those present at a meeting at which a quorum is present shall constitute acts of the entire Board except when approval by a greater number of Board members is required by the Declaration, the Articles of Incorporation, or these Bylaws. 

Any meeting of the Board when there is less than a quorum present may be adjourned from time to time until a quorum is present. At any such adjourned meeting, any business that might have been transacted at the meeting originally called may be transacted without further notice.

The order of business at a Board meeting shall be: 

1. Calling of roll;
2. Reading and/or disposal of minutes;
3. Reports of Officers and committees;
4. Old business;
5. New business;
6. Election of Officers, if necessary;
7. Adjournment

No Board member shall receive remuneration for service in such capacity, except HOA annual assessments will be waived upon successful completion of their term. Partial terms will result in a prorated annual assessment invoice for payment. All BOD members will be reimbursed for legitimate out of pocket expenses provided a completed expense form with all receipts attached. Mileage will be reimbursed at current Internal Revenue Service published rates-no gas receipts are needed.

The Board shall have all of the powers and duties of the Association existing under the laws of the Commonwealth of Kentucky, the Declaration, Articles of Incorporation, these Bylaws and the Certain Covenants, Conditions and Restrictions. All such powers shall be exercised exclusively by the Board, its agents, contractors or employees, subject only to approval by lot owner members when that is specifically required.

The officers of the Board of Directors shall be: President, 1st Vice-President, 2nd Vice-President, 1st Secretary, 2nd Secretary, 1st Treasurer, and 2nd Treasurer.  Officers shall be elected annually, by a majority of the directors present at the first board meeting immediately following the association’s annual meeting.  At the occurrence of a director vacancy, either through removal, resignation or death, the board may make an interim appointment of a lot owner member to fill the position and/or may redistribute the duties of that former officer to the remaining officers until the next scheduled election.  Officers serve at the pleasure of the Board.  A director may not hold more than one office.  The officers’ duties are enumerated below, but may be amended as deemed necessary by the President to suit the peculiar background, experience and skills of the elected directors.
1. President

The President shall be the chief executive officer of the Association.  The duties of the President shall include but not be limited to the enumeration below.

The 1st Vice President shall exercise the powers and perform the duties of the President in their absence and/or disability. The 1st Vice President shall also exercise the powers and perform the duties of the 2nd President in their absence and/or disability. The duties of the 1st Vice President shall include but not be limited to the enumeration below.

The 2nd Vice President shall exercise the powers and perform the duties of the 1st Vice President in their absence and/or disability. The 2nd Vice President shall also exercise the powers and perform the duties of the President in their absence and/or disability. The duties of the 2nd Vice President shall include but not be limited to the enumeration below.

The 1st Secretary shall act as the custodian of all non-financial records of the association. The duties of the 1st Secretary shall include but not be limited to the enumeration below. The 1st Secretary shall exercise the powers and perform the duties of the 2nd Secretary in their absence and/or disability .

The 2nd Secretary shall exercise the powers and perform the duties of the 1st Secretary in their absence and/or disability. The duties of the 2nd Secretary shall include but not be limited to the enumeration below.

The 1st Treasurer shall act as the co-custodian of all financial records and assets of the association. The 1st Treasurer shall exercise the powers and perform the duties of the 2nd Treasurer in their absence and/or disability. The duties of the 1st Treasurer shall include but not be limited to the enumeration below.

The 2nd Treasurer shall exercise the powers and perform the duties of the 1st Treasurer in their absence and/or disability. The 2nd Treasurer shall act as the co-custodian of financial records and assets of the association. The duties of the 2nd Treasurer shall include but not be limited to the enumeration below.

The provisions for management of the Association set forth in the Declaration and Articles of Incorporation shall be supplemented by the following provisions:

1. Receipts and Expenditures
The Corporation shall maintain accounts of the receipts and expenditures of the Association in accordance with generally accepted accounting principles.

2. Lot Owner Member Accounts
The Association shall maintain an account for each Lot designating the name and current mailing address of the Lot owner, the amount of each assessment, the dates and amounts in which the assessments come due, the amount paid upon the account and the balance due. Lot owner members or their authorized representatives, along with Board member/s shall have the right to inspect said accounts, by presenting a ten (10) calendar day written notice, and at a mutually agreeable time. Lot owner members or their authorized representatives shall also have the right to request copies of their account, at their expense, upon presentation a ten (10) day written notice and will be delivered within a mutually agreeable time frame.

The Board shall propose a budget for each calendar year that shall include the estimated funds required to defray the common expense needed for current operating expenses, provide for the common and deferred maintenance, and the replacement of existing assets and property as provided for in the Declarations and the Articles of Incorporation.

The Board will adopt a budget on an annual basis at a meeting called for that purpose. In the alternative, the Board may propose a budget to the lot owner members at a meeting of lot owner members or in writing, and if the budget or proposed budget is approved by the lot owner members at the meeting by a majority of all lot own members in writing, the budget shall be adopted.

Annual Assessment payments postmarked after February 1st are deemed past due and are subject to penalties.

1. Past due annual assessments shall bear interest at the rate of twelve percent (12%) per annum
2. A late fee being assessed  
3. A Lien being filed on the property and additional clerk and lien fees being assessed
4. Voting privileges, participation in association activities and/or meetings, and delivery of association mailings will be suspended

Such assessments shall be and shall remain the personal obligation of the lot owner member and shall be enforceable against the lot owner member as provided in the Declaration.

Non-payment of annual assessments will result in liens being filed against all lot owner members with past due accounts.  The liens shall be continuing against the property, subordinate to the lien of any prior in time filed mortgage or other valid encumbrance. The Board may also proceed with enforcing the obligation in any manner deemed appropriate, including but not limited to filing a complaint in small claims court, district court or enforcing the lien by instituting an action in foreclosure. The board has the right to write off any lot owner account it deems uncollectable.

A report of the accounts of the Association shall be made annually and a copy of the report shall be made available at the annual meeting.

An amendment may be proposed by any member of the Association at any meeting of the Board or of the entire membership of the Association. Board members of the Association not present at the meeting considering the amendment may express their approval or disapproval in writing, provided that such approval or disapproval is delivered to the Secretary at or prior to the meeting.

The Bylaws may be amended by unanimous vote of the Board or the affirmative vote or by written consent of not less than two-thirds (2/3) of the votes of the entire lot owner membership. No Bylaws shall be revised or amended by reference to its title or number only.

Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered.