ARTICLE III.
 Board of Directors: Qualifications, Number, Term of Office, Governing Power, Removal and Vacancies.
 

Section 1. Qualifications. A Director must be a Member or Associate Member in good standing of the POA having membership privileges, cannot be a paid employee of the POA, an independent contractor of the POA, or an elected officer of the City of Bella Vista while serving on the Board of Directors, and must have been duly elected as provided in the Declaration, Articles of Incorporation, and these Bylaws. Directors are elected volunteers and are not to receive a salary or remuneration for their service.

Section 2. Number. The Board of Directors of the corporation shall be composed of nine (9) members. The President and General Manager shall be ex-officio non-voting members of the Board.

Section 3. Term of Office. The term of office of a Director shall be a period of three (3) years. The term shall begin on June 1 following the election of the Board member at the annual meeting of members held on the third Tuesday of May. The term shall expire at midnight on May 31 at the end of the third year of service.  The existing Board shall continue to perform their duties until May 31, but shall not participate in Board-elect activities unless the existing Board member is also a Board-elect member.  The newly constituted full Board (Board-elect) shall take office and assume their duties on June 1.

Section 4. Governing Power. An individual Board Member shall have no powers of governance or administration, derived from the fact that each Director was elected to office. Such governing powers shall come only from actions of the Board as a whole, approved by majority thereof.

Section 5. Removal. A Director may be removed from office for cause by a 2/3 majority vote of the Board of Directors. Cause as used in these Bylaws may include, but not be limited to:

A. Being absent from three (3) consecutive regular monthly Board meetings (as described in Article VI, Section 1 herein) or four (4) regular monthly Board meetings during the organizational year.

B. Mental or physical conditions rendering Director incapable of performing normal duties.

C. Interfering directly in the management of the POA operation.

D.  Violation of POA governing document(s), including the Declaration, Articles of Incorporation, Bylaws, Policies, Rules, or Board Member Manual.

Section 6. Vacancies. If a Director, for any reason, does not complete a term of office, the Board may elect, by majority vote of the remaining Directors, pursuant to Article XII of the Articles of Incorporation, any member in good standing who has requested consideration to serve as a Director by submitting a resume and has been interviewed by the remaining Directors, to serve until the completion of the term.

If the vacancy is not filled by the Board, it shall be filled at the next succeeding election by members of the POA voting on candidates, selected as set out in Article V, hereof.

However, if the vacancy occurs between the time the ballots for the election have been printed and the annual meeting of members for that year, the vacancy will be filled pursuant to these Bylaws and Article XII of the Articles of Incorporation by the newly elected Board of Directors after the annual meeting.

ARTICLE IV.
Board of Directors: Right of Assessment, Powers and Duties

Section 1.  Right of Assessment.

A. The Board shall have the responsibility to levy and provide for collection of annual assessments from Members and Associate Members to be used for the improvement and maintenance of properties, services and facilities devoted exclusively to promoting the recreation, health, safety and welfare of the membership pursuant to Article X of the Declaration. The use of the assessments shall include but not be limited to:

(1) Payment of all taxes assessed against the property owned by the POA.

(2) Payment of the premiums of all insurance policies required, in the reasonable judgment of the Board, for the protection of the POA, its directors, officers and employees, and its property.

(3) Maintenance, repair or replacement or additions to the facilities and supplies and equipment of the POA.

(4) Maintenance, repair and replacement of roads and streets even though they may have been dedicated to the public.

(5) Furnishing or providing municipal services as deemed necessary and prudent in the reasonable judgment of the Board.

(6) Providing for the repair, maintenance, or replacement of those amenities deemed necessary to properly promote the recreation, health, safety, and welfare of the Owners of The Properties.

B. The Board shall have the further authority to lower the assessment but not to raise it.

C. The Board shall have the responsibility to levy and collect from Members and Associate Members, in any assessment year, a special assessment provided such assessment has been approved by the Members as set forth in Article X of the Declaration.

Section 2.  Powers.

The Board shall have the power to:

A. Borrow money for the purpose of promoting the recreation, health, safety, and welfare of the membership as well as managing and maintaining said properties, equipment, supplies, and affairs of the POA, and shall have the power to mortgage Common Properties or amenities in aid thereof.

B. Own, operate, lease or trade the Common Properties, and the facilities thereon, and any other real estate or the improvements thereon necessary for the efficient operation of the POA.

C. Levy and collect service or use charges and admissions or other fees for the use and enjoyment of the Common Properties.

D. Adopt and publish rules and regulations and enact and publish resolutions which the Board shall deem necessary for the efficient operation of the POA, including but not limited to, the use of the Properties, and all facilities thereon, and the personal conduct of the Members, Associate Members, and guests on the Properties.

E. Suspend some or all of the rights and privileges of any Member, Associate Member, or guest, including the right of a Member to vote, who is in default of or who refuses to pay any annual or special assessment or any service or use charge or any admission or other fee which has been properly levied, or who has violated any published rule, regulation or resolution adopted by the Board as provided above or any state or federal law. However, suspension for nonpayment of any assessment or charge can be only for the period of the same remains unpaid and suspension for violation of a rule, regulation, or resolution cannot be for a period exceeding thirty (30) days. No such suspension as mentioned above shall take effect until the Member in question has been extended the right of hearing in accordance with the policy statement of the Board.

F. Employ or appoint the officers of the corporation as set forth in these Bylaws, setting their salaries, if any, and describing their job responsibilities and job description, as well as the terms and conditions of their employment or appointment, and require security or fidelity bonds as deemed necessary.

G. Employ a General Manager to serve as Chief Executive Officer of the Property Owners Association, provide job description for said General Manager and set the salary, terms and conditions of employment, and require security or fidelity bond of said General Manager as deemed necessary.

H. Limit the number of Members or Associate Members per Lot or Living Unit who may be entitled to the benefit of an easement of enjoyment of the Common Properties.

(1) Enforce all rights, covenants, restrictions, and agreements applicable to the Properties and the Owners thereof, and to Common Properties, as provided for in the Declaration or which now or may hereafter be contained in or authorized by the Articles of Incorporation, the Bylaws, or laws of the State of Arkansas.

(2) Conduct any business authorized by the Declaration or by law which, in the opinion of the Board, will promote the common benefit and enjoyment of the membership.

(3) Perform all acts required or authorized by the Declaration, Articles of Incorporation, and elsewhere herein.

Section 3.  Duties.

It shall be the duty of the Board to:

A. Hold an executive session consisting of the newly elected full Board (Board-elect) between the annual meeting, held on the third Tuesday of the month of May each year, and June 1 at which the Board-elect shall elect a Chairman-elect and a Vice Chairman-elect. The Chairman-elect and Vice Chairman-elect shall take office on June 1.

These officers shall serve a term of one (1) year and may succeed themselves. When the President is not available, the Chairman shall be considered an officer of the corporation for all legal and financial purposes, with the same powers as President as far as binding the POA in legal and financial matters. The Chairman shall preside at all meetings of the Board and Membership and shall have such other duties as may be set out elsewhere in these Bylaws. The Vice Chairman shall perform all the duties of the Chairman in his absence. When both are absent from a meeting, the Board shall elect a Chairman Pro Tem.

It is anticipated that the Board-elect, Chairman-elect, and Vice Chairman-elect will use the time between the annual meeting and June 1 to conduct orientation activities in preparation for assuming their responsibilities on June 1.

B. Establish policies relative to the management of the POA.

C. Keep a complete record of all its acts and of all corporate affairs, and present a summary statement thereof at the annual meeting of the Members.

D. Provide a job description for, and supervise the job performance of, the General Manager with at least an annual written evaluation.

E. Designate a qualified auditing firm to conduct an audit of the accounts and financial transactions of the Association for the current fiscal year, and announce said designee to the membership on the annual ballot.

F. Make the books and records of the POA, including but not limited to the rules, regulations, and resolutions passed by the Board, available to the membership for inspection and copying to the extent permitted by law.

G. Provide for the orientation and education of Board Members as soon as possible after the annual election, in accordance with Article VI.
 

 ARTICLE V.
Board of Directors: Nomination and Election of Members

Section 1.  Nominations.

A. Nomination of candidates for election to the Board shall begin with a petition signed by fifty (50) Members in good standing of the Association and verified by the Corporate Secretary.

B. All persons to be qualified as petition candidates must follow the guidelines and procedures set out in POA policy 1.032 adopted by the Board. Petition candidates shall agree to abide by and sign a statement of compliance with POA policy 1.10 entitled Ethics and POA policy 1.11 entitled Conflict of Interest as well as a statement of understanding regarding Director fiduciary duties and responsibilities to the organization before nomination is verified, completed and certified.

C. The Corporate Secretary shall provide the Election Committee with the list of certified candidates for the May election at the January Board meeting. The Election Committee shall then present the list of certified candidates to the membership. There shall be no disclosure of the list of candidates prior to this announcement.

Section 2.  Election.

A. Election of Directors shall be held at the annual meeting of the membership as determined by Article XI, Section 1, of these Bylaws. However, in the event the election is delayed for any reason, the delayed election shall be scheduled as soon as practical following elimination of the reason for delay.

B. Election of Directors shall be by written secret ballot as hereinafter provided. A qualified voter, as defined in Article X hereof, may vote for one candidate for each vacancy. The persons receiving the largest number of votes shall be elected. No quorum requirement shall apply to the election of Directors.

C. Each qualified voter shall receive one ballot which shall describe the vacancies to be filled and the terms of office as well as set forth the names of the persons nominated by petition.

D. Ballots with resumes of candidates shall be prepared and mailed to each voter at least 30 days in advance of the meeting date. Ballots must be received by the POA not later than the called time of the meeting at which the results of the election are to be announced.

E. The Election Committee shall ensure the verification of received ballots and ensure ballots are secured until counted.

F. The Election Committee shall oversee a process for the counting of the ballots. It shall have the right to appoint a Counting Committee consisting of POA Members. No Board member shall serve on the Election and/or Counting Committee.

G. The Election Committee shall announce the election results at the annual meeting and present the tabulated results to the Corporate Secretary for recording as a permanent record.

H. No member of the Election Committee and/or the Counting Committee shall reveal to any other party information regarding any ballots, neither their content, their distribution, or their source.

I. In the case of a tie in the election results for the last position, the winner will be chosen by the toss of a coin at the annual meeting.

J. Fifteen (15) days after the announcement of the election results, unless a recount is requested, the ballots shall be destroyed.
 

ARTICLE VI.
Board of Directors: Meetings

Section 1. Regular Meetings. On the third Tuesday of the month of May each year, the Board shall meet for the annual meeting at a place designated by the Board, as the usual place for holding Board meetings. At this time, the Board of Director election shall be concluded and the newly elected members of the Board shall be announced. Thereafter, the Board shall meet regularly at least once each month on a day and time to be set by the Board in order to address general business and take action as necessary; however, any such monthly meeting may be dispensed with by the Chairman for good and sufficient reason. Notice of the first regular meeting in each year shall be given by public announcement at least five (5) days prior thereto; no further notice of other regular meetings is required except when changed from the day or time previously set.

Section 2. Special Meetings. After the annual meeting in each year, the Board shall conduct a special orientation meeting. Other special meetings as deemed necessary may be called by the Chairman, and must be called by the Chairman at the request of any POA officer or any two (2) Directors. Each Director shall be notified of every special meeting prior thereto as far in advance as possible with delivery of such notice. Notice of such meeting shall include an agenda for the meeting. Motions at a special meeting should be limited to the subject(s) for which the meeting has been called. Management shall post the agenda for public information.

Section 3. Quorum. The physical presence of a majority of the Board of Directors shall constitute a quorum thereof. The quorum must be established when the meeting is called to order. All Board decisions must be made by the vote of a majority of all Directors, except as provided in Article III, Section 5.

Section 4. Voting by Proxy. A Director may cast a vote by appointing a proxy. The Director must complete and sign an appointment form. The appointment of a proxy is not effective until the Director delivers the completed appointment to the Secretary of the Association and a copy of same to their appointed proxy. The appointment of a proxy by a Director may be limited or general but shall not be valid for more than two regular meetings of the Board of Directors.

 ARTICLE VII.
 POA Officers and Management:  Qualifications, Powers and Duties

Section 1. General.

A.    The Corporate Officers for the Bella Vista Village Property Owners Association are President, Vice President, Secretary and Treasurer.  Corporate Officers and temporary corporate officers may be appointed by the Board of Directors as the Directors deem necessary.

B.     Corporate Officers will be appointed by the Board of Directors for three (3) year terms, said terms may be successive and perpetual at the Board’s discretion.  Temporary corporate officers may be appointed for a period of time as needed and specified by the Board.

C.    All Corporate Officers are subordinate to the President of the Association.

Section 2. President. The President shall serve as the principal Executive Officer of the corporation and shall, in general, supervise and control the business and affairs of the corporation.

Section 3. Vice President. The Vice President shall not be a member of the Board and need not be a POA Member. The Vice President shall perform the duties of an absent President and, when so acting, shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform all other duties as, from time to time, are assigned by the President or by the Board of Directors. In the sole discretion of the Board, the Board may choose not to fill the office of Vice President.

Section 4. Secretary. The Secretary may be a member of the Board, if not salaried. A salaried Secretary need not be a POA member. The Secretary shall keep a permanent record of the minutes of the Board meetings and all called meetings of the Members, including the recording of all votes, and shall perform all other duties required by the Board or by the President, or as may be required by law.

Section 5. Treasurer. The Treasurer shall not be a member of the Board and need not be a POA member. If required by the Board, the Treasurer shall be bonded for the faithful discharge of duties and shall have charge and custody of, and be responsible for, all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation, from any other source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the policies of the Board of Directors. In general, to perform all the duties as incident to the office of Treasurer, and such other duties, as may be assigned by the President or the Board of Directors. In the absence of a Vice President, the Treasurer shall be subordinate only to the President.

Section 6. General Manager. The General Manager of the POA shall be the Chief Executive and shall control and direct administration of the Association’s affairs. All administrative offices or responsibilities, either set out by specific policy of the Board or which are not otherwise specifically assigned to a division created by Board policy, shall be deemed to be the responsibilities and offices under the direct supervision and control of the General Manager. The General Manager shall be an ex-officio member of the Board of Directors with the right to take part in discussion but not vote. The General Manager shall not attend any Board meeting at which the Board is evaluating his/her performance unless his/her presence is requested. The General Manager shall serve at the will of the Board under the terms and conditions set forth in an Employment Agreement, agreed upon by the Board and General Manager, and shall perform the duties assigned by the Board including those specifically outlined in a job description prepared and adopted by the Board.

Section 7. It shall be permissible at the discretion of the Board for the Officers to serve in more than one capacity concurrently. Employees of the POA may also serve as corporate officers.  

Section 8. In the event any officer, because of absence or incapacity of any kind, is unable to perform any of the duties of office, or in the event of a vacancy of any office, the Chairman of the Board may designate some other person to perform such duties during such time or until such vacancy is filled by the Board.

 ARTICLE VIII.
Committees

Section 1. The Chairman of the Board, with the approval of a majority of the Board, shall appoint an Election Committee consisting of five (5) members at the July Board meeting.

The Chairman may appoint such other committees as deemed necessary. All committee members must be members in good standing.

Section 2. The Chairman of the Board, at the Board’s June meeting, shall also appoint to each of the following Board Policy Committees at least three (3) Board members:

Audit
Communications
Planning
Rules and Regulations

Section 3. Each committee shall elect from amongst its members a chairperson as provided in Board policy.

Section 4. At the first meeting of each committee following the appointment of new members, the committee shall select a Secretary from its membership. The Secretaries shall keep the minutes of each meeting and promptly submit a copy thereof to the Secretary for inclusion in the Board meeting materials.

Section 5. Each committee shall meet as necessary at the request of the Board or at the discretion of the Chairman of that committee.

Section 6. The General Manager shall appoint a non-voting liaison member to each committee from the staff of the POA. Said liaison member shall provide current information concerning POA matters to the committee and be available for advice on matters of administration, as well as provide information on the actions and discussions of the committee to management.

Section 7. It is the duty of each committee to discuss and analyze the problems within its area of concern. All committees shall perform such duties as are set out in the guidelines for said committees as adopted by the Board, and any such further duties as the Board may authorize.

Section 8. The structure, function, and responsibility of each standing committee shall be determined as provided in Board policy.

Section 9. The General Manager has the power to appoint such other committees, sub-committees, or ad hoc committees as deemed necessary.

Section 10. The Chairman of the Board of Directors and the General Manager shall have the joint power to appoint joint advisory committees. The structure, function, and responsibility of each joint advisory committee shall be determined as provided in Board policy.

ARTICLE IX.
 Contracts, Loans, Checks and Deposits

Section 1. Contracts. The President may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the POA, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the POA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the POA shall be signed by such officer or officers, agent or agents, of the POA and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the POA not otherwise employed shall be deposited from time to time to the credit of the POA in such banks, trust companies or other depositories as the POA may select in accordance with the established investment policy of the Board.

ARTICLE X.
 Right of Member: Voting

Section 1. Each membership of the POA in good standing shall be entitled to one vote in the election of Directors of the POA. For all other purposes, there shall be two classes of voting memberships as described in Article III, Section 2 of the Declaration.

Section 2. To be entitled to vote, a Member must have been a Member in good standing on March 31 of that year in order to allow adequate time to process the membership records.  

Section 3. If a membership is held by two (2) or more co-tenants, the membership vote may be cast as the co-tenants may decide among themselves. The co-tenant authorized to cast the membership vote shall be the one of the two names named on the deed, unless another co-tenant shall be designated in writing by all co-tenants as the co-tenant authorized to cast the vote. In the event the co-tenant other than the first grantee on a deed is designated as the co-tenant authorized to cast the membership vote, the membership has the burden of proving to the POA the name of all co-tenants by providing a Recorder’s file-marked copy of the membership deed, and such other proof as may be required by the POA. A designation shall be on a form provided by the POA and shall remain in full force and effect until changed in writing by all co-tenants of said membership.

ARTICLE XI.
 Meeting of Members:

Section 1. Annual Meeting. The annual meeting of the Members shall be held on the third Tuesday of the month of May each year.

Section 2.  Special Meetings.

A. Special meetings of the Members for any purpose, including those provided in the Declaration and the Articles of Incorporation, may be called at any time by a majority vote of the Board of Directors or the President. 

B. A special meeting must be called if 5% of the membership who are in good standing sign, date, and deliver to the Corporate Secretary one or more written demands for such a meeting. The demand must include the purpose or purposes for which the meeting is to be held and comply with the requirements of the POA policy regarding special meetings of members.  

Section 3.  Notice. 

A. Notice of all meetings shall be mailed to each Member qualified to vote at least fifteen (15) days in advance of the meeting and shall set forth, in general, the nature of the business to be transacted. 

B. If the Board of Directors deems a membership vote is necessary, then ballots must be mailed to all qualified voters (members in good standing) at least thirty (30) days prior to the meeting. 

Section 4.  Quorum.  Except as otherwise provided for voting on an annual or special assessment, the Members present, in person or constructively, at any meeting shall constitute a quorum. The receipt by the POA of the valid ballot of a qualified voter either by mail or personal delivery at or before the commencement of such meeting, shall constitute the constructive presence of such voter for the purpose of determining whether a quorum is present. 

Section 5.  Methods of Voting.  Voting on any question shall be by ballots received by the POA at or before the commencement of the meeting of the Members.

ARTICLE XII.
Corporate Seal

The POA shall have a seal in circular form having within its circumference the words: “Bella Vista Village Property Owners Association SEAL 1965.”

ARTICLE XIII.
Amendment

These Bylaws may be amended subject to the provisions of Section 2, as set forth in Section 1.

Section 1. Standard Amendment.

A. The proposed amendment shall be considered in full text at a meeting of the Board.

B. The proposed amendment will then be presented for approval at the next regular meeting of the Board. If approved by a majority vote of the Directors, the proposed amendment shall be displayed prominently at the offices of the POA and widely announced to the membership for the purpose of review and discussion.

C. At the next regular meeting, POA Members shall have an opportunity to comment on the proposed changes.

D. Thereafter, the proposed amendment, with any changes not affecting the substance thereof, shall then again be considered by the Board of Directors and approved by majority vote.

Section 2. Emergency Amendment. Anything to the contrary notwithstanding in Section 1, if the Board of Directors by the affirmative vote of at least seven members thereof, determines that such amendment must be effective immediately to prevent substantial and irrevocable danger to the health, safety, or financial security of the POA, the provisions of Section 1, subparagraphs A, B, and C may be dispensed with.

ARTICLE XIV.
Parliamentary Authority

The current edition of Robert’s Rules of Order and Parliamentary Procedure, or a simplified version thereof if adopted by the Board, governs the POA in all parliamentary situations that are not provided for in the law, the Declaration, the Articles of Incorporation, these Bylaws, or policy.

If a Simplified Version of Robert's Rules of Order is to be used it must first be circulated to Board members at least a week in advance and then adopted by a majority vote of the Board at a single reading. This adopted version will remain in effect until revised, but may be revised by majority vote of the Board at a single previously-announced reading.

ARTICLE XV.
Controlling Provisions

In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control; and, in the case of a conflict between the Declaration and the Articles of Incorporation, the Declaration shall control.

IN WITNESS WHEREOF, We, being all of the Directors of the Bella Vista Village Property Owners Association, adopted these Bylaws at an open public meeting of said Board on the 19th day of April, 2012, at which a quorum was present.

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Kelli J. Russell, Chairman                                          Carol Smith, Vice Chairman

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David Allen                                                                Tim Hull

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George DeGroot                                                        Ed Morgan

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John Green