Bylaws

Established:  November 15, 1995

Amended:  April 18. 2017

ARTICLE I

NAME OF CORPORATION

The Corporation shall be known as BREN-ROSE HOMEOWNERS ASSOCIATION, INC.

ARTICLE II

OFFICE

The principal office of the Corporation, if any, shall be in the City of Tulsa, Oklahoma. 

ARTICLE III

MEMBER’S MEETINGS

            SECTION 1.  Annual Meeting.  The annual meeting of the Members of the Corporation shall be held each year in the month of April at a place designated by the Board within the City of Tulsa, Oklahoma, as the Board of Trustees shall designate. (Amended, 2017) If the election of Trustees shall not be held on the day designated herein for the annual meeting of the Members or at any adjournment thereof, the Board of Trustees shall cause the election to be held at a special meeting of the Members call pursuant to these By-Laws as soon thereafter as may conveniently by held. 

            The order of business at the annual meeting of Members shall be as follows: 

  •  Calling meeting to order.
  •   Proof of Notice of meeting.
  •   Reading minutes of last previous annual meeting.
  •   Reports of officers, if any.
  •   Reports of committees, if any.
  •   Election of Trustees
  •   Such other business as may come or be properly brought before the meeting.

SECTION 2.  Special Meetings.  Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Trustees, and shall be called by the President upon the request of twenty-five percent (25%) of the Members.  Business transacted at all special meetings shall be confined to the objects or purposes stated in the call; however, notice of any special meeting and consideration of business other than that stated in the call may be waived in writing by any Member and will be considered as waived by his attendance at any such special meeting.  The Board of Trustees may designate any place within the City of Tulsa, Oklahoma, as the place of meeting for any special meeting of the Members called by the Board of Trustees. 

SECTION 3.  Notices of Meetings.  Notice of annual or special meeting may be written or printed.  Notice of any annual or special meeting shall be deemed satisfactorily given to a Member of record if delivered to the Member’s residence address as it appears on the membership ledger of the Corporation, if mailed to any such Member or electronically delivered to such Member (Amended, 2017) not less than five (5) days nor more than thirty (30) days preceding the date of any such meeting.  If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service, postage prepaid, addressed to the Member’s last known residence address as it appears of the membership ledger of the Corporation.  If electronically mailed, such notice shall be deemed to be delivered when sent to the email address as it appears on the membership ledger of the Corporation (Amended, 2017).  Notice of any annual or special meeting may be waived in writing by any member shall be considered waived by such Member’s attendance at any such meeting. 

SECTION 4.  Voting List.  The Secretary of the Corporation shall have charge of the membership of the Corporation and shall maintain a complete list of the Members entitled to vote.  One vote will be allowed per owner within the Bren-Rose Neighborhood.  That list shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Member at any time during usual business hours.  (Amended, 2017)

SECTION 5.  Quorum.  Fifteen (15) Members of the Corporation entitled to vote represented in person shall constitute a quorum at a meeting of Members.  If less than fifteen (15) Members are represented at a meeting, a majority of the Members so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present and entitled to vote, any business may be transacted which might have been transacted at the meeting as originally notified.  The Members present at a duly organized meeting who are entitled to vote may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. 

SECTION 6.  Voting.  Each member of the Corporation on the day of a given meeting shall be entitled to one vote on any matter to be voted on by Members.  Such vote may be by a voice vote, but any qualified voter may demand a vote taken by ballot, each of which shall state the name of the Member voting; however, confidentiality of each ballot shall be maintained. 

SECTION 7.  Voting or Election of Trustees.  Unless otherwise provided by law, at each election of Trustees, every Member entitled to vote at such election shall have the right to vote in person for each Trustee’s position to be filled on the Board of Trustees.  There shall be no cumulative voting privileges nor shall the Members be required to distribute their votes among any number of candidates on the cumulative voting principle. 

ARTICLE IV

BOARD OF TRUSTEES

SECTION 1.  General Powers.  The management of all of the affairs, property, and business of the Corporation shall be vested in a Board of Trustees which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation or these By-Laws, directed or required to be exercised or done by the Member. 

SECTION 2.  Number, Tenure and Qualifications.  The number of Trustees of the Corporation shall be twelve (12) persons who shall be elected at annual meetings of the Members by a plurality vote for a term of three (3) calendar years; however, to provide continuity, only one-fourth (1/4) of the Board, plus any persons being elected to fill unexpired terms, shall be elected at each annual meeting of Members.  Each Trustee shall hold office until his/her successor is elected and qualified, even though his/her tenure of office should thereby exceed three (3) years, or if earlier until his/her death, resignation or removal in the manner hereinafter provided.  It shall be a requirement of the office of Trustee that such person be a Member of the Corporation and that each District shall be entitled to have six (6) Trustees as provided in the Articles of Incorporation. 

SECTION 3.  Election of Officers.  The Trustees shall elect at their first meeting after each annual meeting of the Members the following officers of the Corporation for a term of one (1) calendar year or until their successors are chosen even though their tenure of office would thereby exceed one (1) year.  A President, a Vice-President, a Treasurer and a Secretary.  The Trustees may appoint or elect such other officers and agents as they deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined or assigned from time to time by the Trustees.  Each officer of the Corporation must be a Trustee.  The officers of the Corporation are to have specific control of the affairs, property and operation of the Corporation subject only to the general control of the Board of Trustees and such matters as are governed by law. 

SECTION 4.  Regular Meetings.  A regular meeting of the Board of Trustees shall be held prior to the annual meeting of the Members at a location designated by the President in order to discuss and plan the annual meeting agenda.  The Board of Trustees may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. 

SECTION 5.  Special Meetings.  Special meetings of the Board of Trustees may be called at any time by the President or by any six (6) Trustees.  The person or persons authorized to call special meetings of the Board of Trustees may fix the place for holding any special meeting of the Board of Trustees called by them, which place shall be in the City of Tulsa, Oklahoma. 

SECTION 6.  Notice.  Notice of any special meeting of the Board of Trustees shall be given at least seven (7) days prior thereto by written notice delivered personally, electronically or mailed to each Trustee at his/her business address.  If mailed (via USPS), such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  Any Trustee may waive notice of any meeting.  The attendance of a Trustee at a meeting shall constitute a waiver of such meeting notice, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

SECTION 7.  Quorum.  A majority of the number of Trustees fixed by Section 2. Of this Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees, but if less than such a majority is present at a meeting, a majority of the Trustees may adjourn the meeting from time to time without further notice.  The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. 

SECTION 8.  Vacancies.  Any vacancy occurring in the Board of Trustees, regardless of the manner in which caused, may be filled by the affirmative vote of a majority of the remaining Trustees, though less than a quorum of the Board of Trustees, unless otherwise provided by law.  A Trustee elected to fill a vacancy shall be elected until the next annual meeting of Members and until his/her successor is elected and qualified. 

SECTION 9.  No Compensation.  No Trustee shall be paid any compensation for acting in such capacity. 

SECTION 10.  Presumption of Assent.  A Trustee of the Corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have consented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately, and not more than five (5) days after the adjournment of the meeting.  Such right to dissent shall not apply to a Trustee who voted in favor of such action. 

SECTION 11.  Standing or Temporary Committees.  Standing or temporary committees may be appointed from its own number by the Board of Trustees from time to time, and the Board of Trustees may from time to time invest such committees with such power as it may see fit, subject to such conditions as may be prescribed by it.  An Executive Committee may be appointed by resolution, passed by a majority of the whole Board, it shall have all the powers provided by statute, except as specifically limited by the Board.  All committees so appointed shall cause them to be recorded in books kept for that purpose in the office of the Corporation and shall report the same to the Board of Trustees at its next meeting. 

SECTION 12.  Other Powers.  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Trustees may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation or these By-Laws directed or required to be exercised or done by Members. 

SECTION 13.  Informal Action by Trustees.  Unless otherwise provided by law, the Articles of Incorporation or these By-Laws, any action required to be taken at a meeting of the Board of Trustees or any other action which may be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent in writing or via electronic means (Amended, April, 2017) setting forth the action so taken shall be signed by all the Trustees. 

SECTION 14.  Removal of Trustees.  The entire Board of Trustees or any individual Trustee may be removed from office in the manner provided by law or these By-Laws.  A Trustee may be removed with or without cause by a majority vote of the Members at any regular meeting of members or any special meeting called for such purpose.  A Trustee shall be automatically removed without further action if he shall cease to be a Member.  Removal of a Trustee shall be without prejudice to his contract rights, if any. 

ARTICLE V

OFFICERS

SECTION 1.  Officers of the Corporation.  The officers of the Corporation shall be those designated in Section 3. of Article IV.  The election and term of office of such officers shall be as provided in said Section 3. of Article IV.  If the election of officers shall not be held at the first meeting of Trustees after the annual meeting of Members, such election shall be held as soon thereafter as may be convenient.  Each officer, whether elected or appointed, shall hold office until his successor shall have been duly elected and shall have qualified or until his death, resignation or removal in the manner hereinafter provided. 

SECTION 2.  Removal.  Any officer or agent elected or appointed by the Board of Trustees may be removed by the affirmative vote of two-thirds (2/3) of all members of the Board of Trustees whenever in its judgement the best interests of the Corporation would be served thereby.  An officer shall be automatically removed without further action if he shall cease to be a Trustee.  Removal shall be without prejudice to his contract rights, if any. 

SECTION 3.  Vacancies.  A vacancy in any officer because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees at any regular or special meeting for the unexpired portion of the term and until a successor shall have been duly elected and qualified. 

SECTION 4.  Chairman of the Board of Directors.  The Chairman of the Board of Trustees shall be the President of the Corporation and shall preside at all meetings of Members and Trustees. 

SECTION 5.  President.  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Trustees, shall in general supervise and control all the business and affairs of the Corporation.  He may sign with the Secretary or any other proper officer of the Corporation authorized by the Board of Trustees or by law, any deeds, mortgages, bonds, contracts or other instruments that the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees 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, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.  The President shall be an ex-officio member of standing committees and shall be responsible for carrying into effect all orders and resolutions of the Board of Trustees and Members. 

SECTION 6.  Vice-President.  The Vice-President shall exercise the functions of the President during the absence or disability of the President.  The Vice-President shall have such powers and discharge such duties as may be assigned to him/her from time to time by the President or by the Board of Trustees. 

SECTION 7.  Secretary.  The Secretary shall: 

  •  Keep the minutes of the Members and of the Board of Trustees meetings in one or more books provided for that purpose;
  • See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; 
  • Be custodian of the corporate 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;
  • Keep a register of the residence address of each Member, which shall be furnished to the Secretary by such Member;
  • Have general charge of the membership ledger of the Corporation; and
  • In general, perform all duties incident to the office of the Secretary and other such duties as from time to time may be assigned to him/her by the President or by the Board of Trustees. 

SECTION 8.  Treasurer.  If required by the Board of Trustees, the Treasurer shall give

a bond for the faithful discharge of his duties in sum and with such surety or sureties as the Board of Trustees shall determine.  He shall: 

  •  Have charge and custody of and be responsible for all monies, bonds and securities of the Corporation; receive and give receipts for monies 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 provision of these By-Laws;
  • Disburse all funds of the Corporation in payment of the just demands against the Corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the Board of Trustees from time to time, as may be required of him, an account of all his transactions as Treasurer any of the financial condition of the Corporation;
  • 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 Trustees. 

SECTION 9.  No Compensation.  No officer of the Corporation shall be paid any compensation for acting in such capacity. 

SECTION 10.  Reports of Officers.  All officers shall render written and detailed reports of the business transacted by them at the annual Members’ meeting and at any directors’ meeting when requested by the Trustee. 

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.  Contracts.  The Board of Trustees may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 

SECTION 2.  Loans.  No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Trustees.  Such authority may be general or confined to specific instances. 

SECTION 3.  Checks, Drafts, Etc.  All checks, drafts, or other orders of the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation and in such manner as from time to time may be determined by resolution of the Board of Trustees. 

SECTION 4.  Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select. 

ARTICLE VII

FISCAL YEAR

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

ARTICLE VIII

CORPORATE SEAL

The Board of Trustees shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State of incorporation and the words “Corporate Seal.” 

ARTICLE IX

BOOKS AND RECORDS

SECTION 1.  Maintenance of Books and Records.  All books, accounts and records of the Corporation, unless otherwise required by law or authorized by the Board of Trustees, shall be kept by the Secretary and the Treasurer of the Corporation and shall be open to inspection by the Trustees and Members of the Corporation at any reasonable time or times. 

SECTION 2.  Annual Report.  Except as otherwise provided by law, any requirements of an annual report to Members is hereby dispensed with. 

ARTICLE X

NOTICES

SECTION 1.  Form and Manner of Notice.  Whenever the provisions of any statute of the State of Oklahoma or the Articles of Incorporation, or these By-Laws, require notice to be given to any Trustee, officer or Member, they shall not be construed to mean personal notice; such notice may be given in writing by electronic mail (Amended, April, 2017) or by depositing the same with the United States Postal Service, postage prepaid, wrapper addressed to such Trustee, officer or Member at his or her address as the same appears in the books of the Corporation, unless otherwise provided by these By-Laws, and the date when the same shall be mailed and shall be deemed to be the date of the giving such notice. 

SECTION 2.  Waiver of Notice.  Unless otherwise provided by law, whenever any notice is required to be given to any Trustee, officer or Member of the Corporation under the provisions of these By-Laws, the Articles of Incorporation, or the laws of the State of Oklahoma, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of giving notice. 

ARTICLE XI

AMENDMENT OF BY-LAWS The Members may make, alter, amend or repeal the By-Laws at any annual or special meeting of Members at which a quorum is present, by a two-thirds (2/3) vote of those Members attending such meeting when the proposed amendment, alteration or repeal or new By-Laws have been set out in the notice of such meeting.

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