BYLAWS OF THE BROOKDALE HOMEOWNERS ASSOCIATION, INC.
Adopted October 27, 1982
Amended May 9, 1984
Amended May 8, 1985
Amended October 19, 1988
Amended May, 1991
Amended March, 2008
ARTICLE I. NAME
Section 1 This organization shall be named Brookdale Homeowners Association, Inc. hereafter referred to as the Association.
ARTICLE II. PURPOSE
Section 1 The purpose of the Association shall be to protect and promote the interests of the homeowners of Brookdale subdivision, Naperville, Illinois by monitoring and participating in civic affairs and social activities.
Section 2 The Association shall be maintained as a non-profit corporation and shall not support or oppose any candidate for public office.
ARTICLE III. MEMBERSHIP
Section 1 All Brookdale property owners or co-owners of legal age, as defined in Illinois, residing in the subdivision of Brookdale shall be eligible for full membership in the Association.
Section 2 Any resident of Brookdale not eligible for full membership may be accepted as an associate member. They shall have all rights and privileges of membership except the right to vote or hold office in the Association, and shall be subject to all dues and duties of full membership.
Section 3 Membership will be accomplished by payment of the appropriate dues and roster of the membership shall be kept.
Section 4 Annual membership will be accomplished by payment of dues.
Section 5 Membership in the Association shall not be transferable.
ARTICLE IV. RESPONSIBILITIES OF MEMBERS
Section 1 All members are expected to attend and participate in regular and special meetings.
Section 2 Members should cooperate with the Officers and Directors of the Association and accept responsibilities whenever delegated. They should take an active interest in all undertakings of the Association.
ARTICLE V. BOARD OF DIRECTORS
Section 1 The association shall be governed by a Board of Directors, consisting of the Officers of the Association.
Section 2 Directors shall hold office for two (2) years and shall be elected as described in Article 11.
Section 3 The President of the Association, or Board Member designated by the President, shall preside at all board meetings.
Section 4 In case of vacancies on the Board, the President or the Board Members may appoint a new director or directors, to be confirmed by a majority vote of the Board for the balance of the term.
Section 5 The Board of Directors shall have complete supervision of all business and financial affairs of the Association.
Section 6 The Board of Directors may authorize the expenditure of non-budgeted monies not to exceed $500 to cover operating costs without prior approval of the membership. All non-budgeted expenditures above $500 must be approved by the general membership.
Section 7 Meetings of the Board of Directors shall be held at least 6 times per year. Special meetings may be held at the discretion of the President.
Section 8 Any Director missing three (3) consecutive regular meetings of the Board of Directors may be dropped from the Board and the vacancy filled as described in Section 4 of this Article.
Section 9 A director may be removed for failure to perform the officer’s duties or for acting contrary to the best interests of the Association. Removal of a director shall require a two-thirds (2/3) vote of the entire Board of Directors. Any removed director shall be entitled to reconsideration of the removal at the Board’s next meeting upon petition to the Board.
ARTICLE VI. OFFICERS
Section 1 The Officers of the Association shall be the President, Vice President, Treasurer, Secretary, Newsletter Editor, Webmaster, Membership, Civic, and Social Directors.
Section 2 Each officer shall be elected by the membership and shall also be a director.
Section 3 No officer shall receive any salary or compensation from the Association.
ARTICLE VII. DUTIES OF THE OFFICERS
Section 1 The duties of the President shall include:
A) To be Chairman of the Board of Directors and to coordinate activities of the Association;
B) To plan and run all board meetings and general meetings of the Association: i.e., to open all meetings at the designated time; to announce the business before the assembly in the order in which it is to be acted upon; to recognize members entitled to the floor and non-members for discussion; to state and to put up to vote all questions which are regularly moved or necessarily arise in the course of the proceedings and to announce the results of the vote; to protect the assembly from any annoyance or foolish or dilatory motions by refusing to recognize them; and to carry out all other duties as outlined in Article 10, Paragraph 58, of the Revised Roberts Rules of Order.
C) When necessary, to attend and participate in meetings in the community that pertain to the general welfare of Brookdale — such as City Council, Plan Commission, Transportation Advisory Board (TAB), DuPage County Boards, Mayor’s meetings with Homeowners Associations, Naperville Area Homeowners Confederation, School Board, and Park District, as well as with City of Naperville staff personnel and with developers.
D) To stay attuned to new developments within Brookdale and the community that affect the civic and social welfare of the subdivision.
E) To write a monthly article in the newsletter with items of general interest and importance to the neighborhood.
Section 2 The duties of the Vice President shall include:
A) To perform the duties of the President when the President is not available.
B) To attend meetings in the community when necessary that pertain to the general welfare of Brookdale.
C) To assist where applicable other board members in performing their duties.
D) In the absence, disability or death of the President, to succeed to said office and carry out the duties of the office for the unexpired term.
Section 3 The duties of the Treasurer shall include:
A) To be custodian of the funds, properties, and assets of the
Association and to pay all bills within the authority level authorized by the Board of Directors, provided that all funds disbursed shall be paid by check, draft, or equivalent means.
B) To maintain the Association’s books and records in accordance with standard accounting practice.
C) To prepare an annual financial report as of the close of the fiscal year, and any other required financial reports, and coordinate an independent financial review at least annually, with a full written report to the Board.
D) To prepare the next fiscal year’s annual operating budget for
presentation to the Board of Directors.
Section 4 The duties of the Secretary shall include:
A) To keep the historical and current official records of the
Association’s Bylaws, a calendar of events and a newspaper file of important events, excluding financial records in
B) To take and maintain minutes of meetings of the Association and the Board.
C) To prepare and maintain correspondence of the Association, especially written articles for local newspapers on upcoming social and civic events, and submit ads monthly for the newsletter.
D) To prepare and keep a current inventory of Association property.
E) To notify board members of board meetings and to note those unable to attend, and coordinate the design, preparation and placement of signs, posters and fliers advising members of important meetings and events.
F) To annually solicit advertisements from local businesses for inclusion in the Association’s newsletter and newcomers’ booklet.
Section 5 The duties of Membership Director shall include:
A) To conduct the annual membership drive in January and collect the annual dues, in conjunction with the drive to coordinate the annual block captains meeting.
B) To prepare the annual BHA Directory and to keep the membership file up-to-date.
C) To obtain block captains where needed.
D) To work closely with the block captains, making sure that the newsletters and newcomers booklets are distributed.
E) To direct preparation by a newsletter editor and distribution of a monthly newsletter to all members.
F) To work closely with the newsletter editor to maintain a current list of block captains and members.
Section 6 The duties of the Civic Director shall include:
A) To attend and participate in meetings in the community that pertain to the civic welfare of Brookdale such as City Council, Plan Commission, TAB, Zoning Board, DuPage County boards, Mayor’s meetings with homeowners associations, Naperville Area Homeowners Confederation, School Board, and Park District, as well as with City of Naperville staff personnel and with developers.
B) To write a monthly article in the newsletter as necessary with items of civic import to the neighborhood.
C) To monitor issues that arise in Brookdale, the City, the School District, and the County that affect the neighborhood, using tools such as The Naperville Sun, The Aurora Beacon News, The Tribune DuPage Section, and The Daily Herald.
Section 7 The duties of the Social Director shall include:
A) To plan and organize with a volunteer chairperson for each regular annual adult social function such as: Couples Bowling Party, BHA Progressive Dinner, etc.
B) To plan and organize with a volunteer chairperson for each regular annual family social function such as: Children’s Christmas Party, Children’s Easter Egg Hunt, Children’s Clothing Sales, and 4th of July Parade and Festivities.
C) To inform the membership of upcoming social events through a monthly article in the newsletter.
D) To provide refreshments for BHA general meetings.
Section 8 The Board of Directors may assign such further duties to an officer as it may deem appropriate.
ARTICLE VIII. STANDING COMMITTEE
Section 1 The Board of Directors may establish standing committees and charge them with such duties as it may deem appropriate. The President shall appoint the members of any standing committee.
ARTICLE IX. DUES
Section 1 The Board of Directors shall determine the required dues for membership prior to the annual membership drive. Said dues will be used to cover the operational costs and all anticipated expenses approved by the full membership. One fee per household shall be the maximum.
A) Membership dues will be assessed at one-half the annual membership fee for new property owners occupying after July 1st.
B) The fiscal year for the Association is January 1 through December 31.
C) The Board of Directors will submit the proposed budget to the membership at the May general meeting.
ARTICLE X. CONTRACTS, DISBURSEMENTS, DEPOSITS, AND GIFTS
Section 1 The Board of Directors of the Association must authorize any officer or officers or agent or agents of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, provided that any authority given to any agent or agents must be given in writing for specific instances, or given approval by the general membership at a meeting.
Section 2 All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by any of the following: Treasurer, President, Vice President.
Section 3 All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories selected and approved by the Board of Directors.
Section 4 The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Association.
Section 5 No director may accept any gifts for personal use.
ARTICLE XI. ELECTIONS/VOTING
Section 1 The election of all officers of the Association shall be held at the May meeting of the Association as described below.
Section 2 A) The officers so elected shall take office on June 1 and will serve for two (2) years.
B) Officers of the Association shall serve staggered terms with the President, Treasurer, Membership, Webmaster, and Secretary being elected on even numbered years.
C) The Vice President, Newsletter Editor, Civic, and Social Directors shall be elected in odd numbered years.
Section 3 The method of obtaining candidates for the respective officers shall be as follows:
A) The Nominating Committee shall submit a list of candidates for the respective offices during the month of March. The Chairman shall obtain the assent of each candidate to accept such office if elected.
B) Independent nominations for any office may be made from the floor at the May meeting by any member in good standing with the nominee’s consent.
Section 4 Before voting for candidates for the respective officers, the President shall announce and inquire whether any nominations are offered in accordance with Section 3 above. Thereupon a vote shall be taken. The candidate receiving a plurality of the votes shall be elected.
Section 5 Each member in good standing shall be entitled to vote upon each matter submitted to the membership for a vote; provided that no household shall have more than two votes. Voting shall not be limited to the casting of paper ballots only. Other methods of determining a plurality are acceptable. At all open meetings, a member may vote in person or by proxy executed in writing by the member.
ARTICLE XII. SPECIAL EXPENDITURES AND ASSESSMENTS
Section 1 Special expenditures and assessments are those expenses not covered by membership dues.
Section 2 Special expenditures and/or assessments require approval of two-thirds (2/3) majority of the members in good standing.
ARTICLE XIII. GENERAL MEMBERSHIP MEETINGS
Section 1 Regular meetings of the general membership will be held once a year in May.
Section 2 Election of officers shall be held during the May general meeting.
Section 3 A quorum shall consist of fifteen (15) members or three (3) percent of the membership, which- ever is greater, as certified by the membership director.
Section 4 Upon written request of three (3) percent of the membership or fifteen (15) members, which- ever is greater, as certified by the membership director, it shall be the duty of the Board of Directors to call special meetings of the members, for the consideration of any matter pertaining to the affairs of the Association, and it shall be the right of such a meeting to propose an amendment to the Constitution or By-Laws. At least ten (10) days notice of the time and purpose of such meeting shall be given in writing to all members in good standing. The President, or a majority of the Board of Directors, may call a special meeting at their discretion, but the members must be notified in the same manner as for other general meetings.
Section 5 Written or printed notice stating the place, day and hour of any meeting of the members shall be delivered to the homesite prior to such meetings. In case of a special meeting, or when required by statute or by these laws, the purpose for which the meeting is called shall be stated in
the notice. Notice of the meetings shall be posted.
Section 6 Non-members shall not be excluded from attendance at meetings but shall not be entitled to make motions from the floor, or vote on any issue; however, they may have the privilege of discussion.
Section 7 The Board of Directors may designate any place for all meetings within a reasonable distance from the area represented by the Association. The time at which the meeting shall commence shall be set by the Board of Directors.
Section 8 An agenda shall be prepared by the President. Any officer or member may place a topic for consideration on the agenda. Incorporated in each agenda will be a call for new business from the floor.
Section 9 All general meetings shall be conducted according to Parliamentary Procedure, namely the Revised Roberts Rules of Order, unless otherwise specified in these laws.
ARTICLE XIV. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1 The Association shall indemnify and hold harmless each present and former director and officer from liability incurred as a result of the good faith discharge of his duties.
ARTICLE XV. AMENDMENTS
Section 1 These By-Laws may be amended in whole or in part by a two-thirds (2/3) vote at any regular general membership meeting, providing a written notice containing the proposed amendment or amendments has been delivered to the members ten (10) days before that meeting.
Section 2 These amendments may be proposed by the Board of Directors, or by petition of fifteen (15) members or three (3) percent of the membership in good standing, whichever is greater.
I certify that the foregoing is a true and correct copy of the By-Laws duly adopted by the members of the Brookdale Homeowners Association, Inc. as amended in March of 2008.