Bylaws of the HOA

Bylaws of The Brooks Homes Association

Click here to open the official covenants PDF file from CAM

This page is meant to be a summary of particular sections of the Bylaws.  

Summary of Article III – Membership in the Association

This section defines the two classes of HOA membership and how they are tied to property ownership.

• • Every homeowner (except the Developer and its assignees) is automatically a Class A member of the HOA.

  • Class A members:

    • Are subject to the HOA’s authority and rules.

    • Must pay HOA assessments.

    • Receive all rights and privileges of Class A membership.

  • Membership is inseparable from ownership of the lot.

    • You cannot own the lot without the HOA membership, or vice versa.

    • Selling, leasing, mortgaging, or transferring a lot automatically includes the associated HOA membership, even if the documents fail to mention it.

    • Any attempt to separate the membership from the lot is invalid.

  • A lender holding a mortgage or other security interest is not considered a member solely because of that interest.

  • The Developer and its authorized assignees are the only Class B members.

    • They retain Class B status until that membership terminates under the Declaration.

    • After Class B membership ends, they become Class A members for any lots they still own.

    • The Developer is also treated as a Class A member for any lots it owns that are being rented or leased.

  • The Declaration establishes 90 initial Class B memberships, with the number increasing or decreasing as provided elsewhere in the Declaration.

Key takeaway:

For ordinary homeowners, HOA membership is automatic, mandatory, and permanently attached to ownership of the lot. The only exception is the Developer, which has special Class B voting and governance rights until those rights expire under the Declaration.

Summary of Article V – Membership Meetings

This article establishes how HOA membership meetings are conducted.

Meeting Location

• Meetings are held at the Association’s principal office or another convenient location designated by the Board.

Annual Meetings

• The first annual meeting must occur within specified timeframes after the Association is formed and the first lot is sold.

• Thereafter, annual meetings must be held within the first 180 days after the end of each calendar year at a time chosen by the Board.

Special Meetings

• Special meetings may be called:

  • By a majority of the Board, or

  • By a petition signed by 20% of the Class A members (or all Class B members, if any exist).

• The meeting notice must state its purpose.

• Only the business listed in the notice may be conducted unless 80% (4/5) of the members of each class present agree to consider additional business.

Notice Requirements

• Members must receive written notice at least 10 days and no more than 40 days before an annual or special meeting.

• Notice may be mailed or personally delivered to the member’s lot or last known address.

• Notice is not required if all members waive it in writing.

Waiver of Notice

• Members may waive notice in writing.

• Simply attending a meeting generally waives any objection to inadequate notice unless the member attends solely to object to the lack of notice.

Quorum

• A quorum requires 20% of each membership class, present in person or by proxy, unless a higher percentage is required by the Declaration.

• If no quorum exists:

  • Those present may adjourn the meeting for at least 48 hours.

  • At the reconvened meeting, the quorum requirement is reduced by half (to 10% of each class).

  • No additional meeting notice is required.

Proxies

• Members may appoint another member, the Developer, or the Association’s manager as their proxy.

• Except for the Developer or manager, no one may cast more than one proxy vote.

• Proxies must be filed before the meeting and remain valid until revoked or the member dies.

Meeting Chair

• Meetings are chaired by the President, then the Vice President, or another person designated by the Board if neither is available.

Order of Business

Annual meetings generally follow this agenda:

1. Roll call and proxy certification

2. Proof or waiver of notice

3. Approval of prior meeting minutes

4. Officer reports

5. Committee reports

6. Election inspectors

7. Election of directors

8. Unfinished business

9. New business

Special meetings follow the same opening procedures but may address only the business identified in the meeting notice.

Key Takeaways

• Members have the right to call a special meeting with support from 20% of Class A members.

• A 20% quorum is required initially, dropping to 10% if a reconvened meeting is necessary.

• Members may vote by proxy, but proxy voting is limited to prevent one person from controlling multiple votes.

• Special meetings are limited to the topics identified in the notice, ensuring members know what business will be considered.

Summary of Article VI – Board of Directors

This article establishes how the HOA Board of Directors is elected, organized, and operates.

Board Composition

• While the Developer’s Class B voting rights exist:

  • The Board consists of an odd number of directors (3, 5, 7, etc.), determined by the Board.

  • A majority of directors are elected by the Class B (Developer) members.

  • The remaining directors are elected by the Class A (homeowner) members.

  • Directors elected by the Developer do not have to be homeowners.

  • All directors serve one-year terms.

• After Class B voting rights end:

  • All directors are elected by the homeowners (Class A members).

  • All directors must be homeowners or hold an ownership interest in a lot.

  • Directors transition to staggered three-year terms:

    • Approximately one-third serve 3 years.

    • One-third serve 2 years.

    • One-third serve 1 year (initial transition only).

  • After that, every newly elected director serves a three-year term.

Director Elections

• Directors are elected by a single ballot.

• No cumulative voting is allowed.

• In the event of a tie, the winner (or assignment of term lengths) is determined by drawing lots or by the President’s discretion, as provided in the bylaws.

Nominations

• The Board may appoint a nominating committee.

• Regardless of whether a committee is used, nominations may always be made from the floor at the annual meeting.

Vacancies

• The Board fills vacancies between elections.

• A director who misses three consecutive Board meetings without sufficient cause may be deemed to have resigned after:

  • At least 8 days’ written notice, and

  • An opportunity to explain the absences.

• Vacancies in Developer-appointed seats are filled by the remaining Developer-appointed directors.

Board Authority

The Board has broad authority to manage the Association, including:

• Managing finances and property.

• Adopting policies.

• Hiring and firing employees.

• Hiring a professional management company.

However:

• Before Developer control ends, management contracts cannot extend beyond the end of Class B control.

• Any management agreement must be terminable on six months’ notice.

Director Qualifications

A director’s position automatically ends if they become more than 30 days delinquent in paying HOA assessments or other charges.

Compensation

• Directors serve without compensation.

Board Meetings

• A newly elected Board must hold its organizational meeting within 10 days.

• The Board must meet at least once each calendar year.

• Regular meeting notice: at least 6 days.

• Special meeting notice: at least 3 days.

• Directors may waive notice, and unanimous attendance eliminates notice requirements.

Quorum and Voting

• A majority of directors constitutes a quorum.

• A majority vote of directors present at a meeting with a quorum is sufficient to conduct business.

• If there is no quorum, those present may adjourn and reconvene without additional notice.

Action Without a Meeting

• The Board may act without holding a meeting if every director unanimously consents in writing.

Insurance and Bonds

The Board may:

• Require fidelity bonds for officers or employees handling Association funds.

• Purchase Directors and Officers (D&O) liability insurance.

• Pay those costs from Association funds.

Overall Powers

The Board has virtually all authority necessary to operate the HOA unless a power is specifically reserved to:

• The homeowners,

• The Declaration,

• The Articles of Incorporation, or

• The Bylaws.

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Key Takeaways

• During the Developer control period, the Developer controls a majority of the Board.

• After turnover, only homeowners may serve as directors, and directors serve staggered three-year terms.

• Directors must remain current on HOA assessments to stay in office.

• The Board has broad authority over the Association’s finances, property, employees, contracts, and day-to-day operations.

• The bylaws allow homeowners to nominate candidates from the floor, even if a nominating committee is used.

Summary of Article VII – Officers

This article defines the HOA’s officers, how they are selected, and how long they serve.

Required Officers

The Association must have:

• President

• Vice President

• Secretary

• Treasurer

The Board may also appoint:

• Additional Vice Presidents

• Assistant Secretaries

• Assistant Treasurers

• Any other officers or agents it believes are necessary.

Who May Serve

• One person may hold more than one office, except:

  • The President and Secretary cannot be the same person.

• The President and Vice President must be members of the Board of Directors.

• The Secretary and Treasurer (and assistants) do not have to be Board members if the Board chooses.

Election of Officers

• Officers are elected by the Board of Directors, not by the homeowners.

• Elections occur at the Board’s organizational meeting following the annual membership meeting.

Term of Office

• Officers serve one-year terms.

• They serve at the pleasure of the Board, meaning the Board may replace them before the end of the year if it chooses.

Vacancies

• If an officer resigns, is removed, or the position otherwise becomes vacant, the Board fills the vacancy for the remainder of the term.

Key Takeaways

• The Board—not the membership—selects all officers.

• The President and Vice President must be directors.

• The Secretary and Treasurer may be non-directors.

• Officers serve one-year terms and can be replaced by the Board at any time.

• Vacancies are filled by the Board for the balance of the unexpired term.

Summary of Article VIII – Duties of Officers

This article outlines the responsibilities of each HOA officer and establishes that officers generally serve without compensation.

General Authority

• Officers have the normal powers and responsibilities associated with their positions, subject to:

  • The Bylaws, and

  • Any limitations imposed by the Board of Directors.

President

The President is the chief executive officer of the Association and:

• Oversees the Association’s affairs.

• Presides over Board meetings.

• Signs contracts, agreements, and other official documents.

• Performs duties assigned by the Board.

• May appoint committees from among the membership to assist the Association.

Vice President

• Serves in the President’s place whenever the President is absent or unable to serve.

• Performs other duties assigned by the Board.

• If both the President and Vice President are unavailable, the Board appoints another director to serve temporarily.

Secretary

The Secretary is responsible for:

• Recording minutes of Board and membership meetings.

• Maintaining the corporate seal.

• Keeping membership records and other official records.

• Performing the customary duties of a corporate secretary.

Treasurer

The Treasurer is responsible for:

• Managing the Association’s finances.

• Maintaining accurate financial records.

• Receiving and accounting for all funds.

• Depositing Association funds in financial institutions approved by the Board.

Assistant Secretaries and Assistant Treasurers

• Assistant Secretaries perform the Secretary’s duties when needed and any additional duties assigned by the Board.

• Assistant Treasurers perform the Treasurer’s duties for any funds entrusted to them.

Compensation

• Officers receive no salary or compensation for serving as officers.

• An officer may be paid for performing other services for the Association only if the Board approves the compensation before the work begins.

Key Takeaways

• The President manages the Association’s day-to-day leadership and signs official documents.

• The Vice President serves as backup to the President.

• The Secretary maintains records and meeting minutes.

• The Treasurer manages the Association’s finances.

• Officers are generally volunteers and cannot be paid for their officer duties unless the Board separately authorizes payment for other services in advance.

Summary of Article IX – Liability and Indemnification of Officers and Directors

This article protects HOA officers and directors from personal liability when they act in good faith and establishes rules for handling conflicts of interest.

Protection from Personal Liability

• The Association will indemnify (reimburse and defend) its officers and directors to the fullest extent allowed under Missouri law for legal expenses and liabilities arising from their service.

• This protection includes:

  • Attorney fees.

  • Legal judgments and settlements approved by the Board.

• Protection applies even after a person is no longer serving as an officer or director.

Exceptions

Officers and directors can be personally liable if their actions involve:

• Willful misconduct.

• Bad faith.

They are not personally liable for:

• Honest mistakes in judgment.

• Ordinary negligence.

• Good-faith decisions made on behalf of the Association.

Contracts

When officers or directors sign contracts or make commitments in good faith on behalf of the Association:

• They are not personally responsible for those obligations.

• The Association assumes responsibility and will protect them from personal liability.

Conflicts of Interest

A contract involving a director (or a company in which a director has an interest, including the Developer) is not automatically invalid if:

1. The director’s interest is disclosed to the Board, and the Board approves the transaction in good faith; or

2. The interest is disclosed to the membership, and the members approve it in good faith; or

3. The transaction is commercially reasonable for the Association when approved.

Interested Directors May Vote

Even when a director has an interest in the transaction:

• They count toward a quorum, and

• They may vote on the matter if one of the above conditions is satisfied.

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Key Takeaways

• Directors and officers receive broad legal protection when acting honestly and in good faith.

• They are not protected from liability for willful misconduct or bad faith.

• Conflicts of interest are permitted if properly disclosed or if the transaction is fair to the Association.

• Unlike many nonprofit governance standards that require interested directors to abstain, these bylaws allow interested directors to count toward the quorum and vote, provided the disclosure or fairness requirements are met. This is legally permissible under the bylaws but places a premium on transparency and the Board’s fiduciary duty to act in the Association’s best interests.

Summary of Article X – Management 

This article defines the Association’s management responsibilities, authority to hire a manager, maintenance obligations, right of entry, and limitations on liability.

Association Responsibilities

• The Board of Directors is responsible for:

  • Enforcing the Declaration and Bylaws.

  • Carrying out all duties assigned to the Association.

  • Exercising the powers granted to the Association.

  • Using the Maintenance Fund to pay for expenses and services the Declaration assigns to the Association.

Professional Manager

• The Board may hire a professional manager or management company and delegate duties to them.

• Any management agreement must be terminable with no more than six months’ written notice.

• The Association and Board are not liable for actions or omissions of the manager relating to delegated responsibilities.

• While the Developer still has Class B voting rights, management contracts and delegated authority cannot extend beyond the end of Developer control.

Maintenance Responsibilities

• The Association must perform all maintenance and repairs assigned to it by the Declaration.

• Homeowners are responsible for maintaining their own lots or units except where the Declaration assigns responsibility to the Association.

• If the Declaration assigns certain maintenance responsibilities to a group of owners, those owners are responsible for ensuring that work is completed.

Right of Entry

The Association may enter a home or unit:

• To perform its duties under the Declaration or Bylaws, or

• In a genuine emergency involving health, safety, or property.

• The Association must make reasonable efforts to notify the owner beforehand unless circumstances make that impractical.

Limitation of Liability

The Association, its Board, officers, and employees are generally not liable for:

• Interruptions in water or other services.

• Damage caused by weather or natural elements.

• Damage caused by leaks, plumbing, electrical systems, snow, or ice.

• Damage caused by other owners or third parties.

• Theft or loss of personal property stored in common areas.

• Inconvenience resulting from repairs, maintenance, or compliance with laws or government orders.

• Failure to provide maintenance, repairs, services, or insurance required by the Declaration (except to the extent of purchasing such insurance).

Key Takeaways

• The Board is responsible for managing and enforcing the HOA’s governing documents.

• The Board may hire a management company but retains overall authority.

• Homeowners are responsible for maintaining their own property unless the Declaration assigns that responsibility to the Association.

• The Association has the right to enter property when reasonably necessary to perform its duties or respond to emergencies.

• The bylaws provide broad liability protections for the Association, its directors, officers, and employees against many types of property damage, service interruptions, and losses.

Summary of Article XV – Conflict with the Declaration 

This article explains how the Bylaws relate to the Declaration and provides several general legal rules.

Declaration Controls

• If there is any conflict between the Bylaws and the Declaration, the Declaration takes precedence.

• The Bylaws are subordinate to the Declaration, and terms used in the Bylaws generally have the same meanings as defined in the Declaration.

Severability

• If a court finds one provision of the Bylaws to be invalid or unenforceable, the rest of the Bylaws remain in effect as long as they can still operate independently.

No Waiver by Non-Enforcement

• If the Association does not enforce a particular provision of the Bylaws or Declaration on one or more occasions, that does not waive its right to enforce it in the future.

Captions

• Section headings are included for convenience only.

• They do not change or limit the meaning of the actual provisions.

Interpretation

• Words in the singular include the plural (and vice versa) when appropriate.

• References to one gender include all genders.

Key Takeaways

• The Declaration is the governing document whenever it conflicts with the Bylaws.

• An invalid provision does not invalidate the rest of the Bylaws.

• Failure to enforce a rule once does not prevent future enforcement.

• Headings are not legally controlling, and common rules of grammatical interpretation apply.