1.1 These are the Bylaws of the Chase Lane Village Homeowners Association, Inc., (“Association”) also known as Chase Lane Village HOA.
2.1 The name of the corporation is Chase Lane Village Homeowners’ Association, Inc., a nonprofit membership association hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 1220 North 450 West, Centerville, Utah 84014, but meetings of members and directors may be held at such places within the State of Utah, County of Davis, as may be designated by the Board of directors.
3.1 Capitalized words used herein shall have the same meaning as defined in the Restated Declaration of Chase Lane Village which was adopted at the same time these Bylaws were adopted.
3.2 “Member” shall mean and refer to those persons entitled to membership as provided in the Restated Declaration.
4.1 Annual Meetings. Regular annual meetings of the members shall be held on or about the first weekend in March, or at such other date as determined by the Board.
4.2 Meetings. Special meetings of the members may be called at any time by the president, by 3 or more members of the Board of directors, or upon written request of one-fourth (1/4) of all of the members who are entitled to vote.
4.3 Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice.
Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
4.4 Quorum. The presence at the meeting of members, including proxies, entitled to cast twenty-five percent (25%) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Restated Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
4.5 Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
5.1 Number. The affairs of this Association shall be managed by a Board of no less than three (3) or more than seven (7) Board members, who must be members of the Association. Only one member from each Lot may serve on the Board at the same time.
5.2 Term of Office. At each annual meeting, Association members shall elect such number of Board members needed to maintain three to seven (3-7) Board members on the Board. All Directors shall continue to serve until their successors are elected and shall qualify. Only current members of Lots owned in the Association and who are current in the payment of their Association assessments shall be elected directors.
5.3 Resignation and Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a Director, his successor shall be elected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Any Director who becomes delinquent in the payment of the Association assessment by more than 61 days shall automatically be removed from the Board.
5.4 Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
6.1 Nomination. Nomination for election to the Board of directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairperson, who shall be a member of the Board of directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of directors as it shall, in its discretion, determine to be necessary, but not less than the number of vacancies that are to be filled. Failure of the Board to appoint a nominating committee shall not prevent the election of Board members from proceeding or from nominations being made from the floor during the annual meeting, or by other fair and reasonable means as determined by the Board.
6.2 Election. Election to the Board of directors shall be by written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Restated Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
7.1 Regular Meetings. Regular meetings of the Board of directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
7.2 Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two (2) Board members (on a three-member board), or by any three (3) Board members (on a board containing more than three members), after not less than three (3) days’ advance written notice to each Board member.
7.3 Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
8.1 Powers. The Board of directors shall have power to:
a) Adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
b) Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days, for infraction of published rules and regulations;
c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Restated Declaration;
d) Declare the office of a member of the Board of directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
e) Within budgeted funds, obtain the services of a manager, an independent contractor, an attorney, or such other independent contractors as they deem necessary, and to prescribe their duties.
8.2 Duties. It shall be the duty of the Board of directors to:
a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meetings of the members, or at any special meeting when such statement is requested in writing by one fourth (1/4) of the members who are entitled to vote;
b) supervise all officers, agents and independent contractors of this Association, and to see that their duties are properly performed;
c) as more fully provided in the Restated Declaration, to:
i) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
ii) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
iii) foreclose the lien against any property for which assessments are not paid for an unreasonable length of time not to exceed sixty (60) days or bring an action at law against the owner personally obligated to pay the same.
iv) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
v) procure and maintain adequate liability and hazard insurance on property owned by the Associations
vi) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
vii) cause the Common Area to be maintained;
viii) cause the exterior of the dwellings to be maintained.
ix) manage the use of the designated recreational vehicle storage/parking (“RV Parking”) area in accordance with rules established by the HOA Board.
9.1 Enumeration of Offices. The officers of this Association shall be a president and vice president, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create, who shall, at all times, be members of the Board of directors.
9.2 Election of Officers. The election of officers shall take place at the first meeting of the Board of directors following each annual meeting of the members.
9.3 Term. The officers of this Association shall be elected annually by the Board, and shall hold office for one (1) year unless he or she shall sooner resign, is removed, or otherwise disqualified to serve.
9.4 Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, having such authority, and perform such duties as the Board may, from time to time, determine.
9.5 Resignation and Removal. Any officer may be removed from office with or without cause by a vote of the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
9.6 Vacancies. A vacancy in any office shall be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
9.7 Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.
9.8 Duties. The duties of the officers are as follows:
a) President
The president shall preside at all meetings of the Board of directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds, and other written instruments and shall co-sign all checks and promissory notes.
b) Vice President
The vice-president shall act in the place and stead of the president in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board.
c) Secretary
The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses and shall perform such other duties as required by the Board.
d) Treasurer
The Treasurer shall review financial activities conducted by the property management company, if any, on a quarterly basis. In the absence of a property management company’s services, the Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of directors; keep proper books of account; at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
10.1 The Association shall appoint committees on an ad hoc basis as the need arises. In addition, the Board of directors shall appoint other committees as deemed appropriate in carrying out its purposes.
11.1 The books, records and papers of the Association shall be made available to members of the Association as set forth in the Community Association Act, UCA 57-8a-227. Records shall be kept by the Association in accordance with the Record Retention Schedule attached hereto as Exhibit D.
12.1 Notification by Mail, Website and Email. Any notice permitted or required under the provisions of the Restated Declaration or these Bylaws to be delivered by the Board or from the Association to the Owners may be delivered either personally, by U.S. mail, or by electronic means.
a) If notice is by mail, it shall be deemed to have been delivered 24 hours after a copy of the same has been deposited in the United States mail, postage prepaid, addressed to each Owner at the address given by such person to the Association for purpose of service of such notice or to the Unit of such person if no address has been given. Such addresses may be changed by Owner from time to time by notice in writing to the Association.
b) If notice is by electronic means, any notice delivered by the Association to Owners under the provisions of the Restated Declaration or these Bylaws may be sent by electronic means, including text message, email, or the Association’s website. The Association shall maintain records of all notices sent to Members by electronic means, including the electronic address to which notice was sent. When a notice is sent electronically, the Association shall first compile a list of Owners’ current electronic addresses (such as email or text messaging addresses or other types of well-known electronic forms, such as Facebook) and the Association shall send notification of all Association meetings and business to the electronic address of the Owner. The Association secretary shall thereafter send an electronic notice, via email or comparable electronic means, of all association meetings and business to those Owners who do not object to electronic notification in this manner. A member may, by written demand, require the Association to provide notice to the Unit Owner by mail.
c) If notice is by personal means, notice may be delivered to Owners by hand delivery directly to the Owner or a responsible occupant of an Owner’s Dwelling or by securely attaching a copy of the notice to the front entry door of the Owner’s Dwelling.
12.2 Electronic Voting. The Board may permit members to vote on all matters on which members are permitted to vote by use of electronic ballots and may authorize any manner of electronic voting which permits the Board to verify that one vote is received from each Lot or Unit that votes.
13.1 These Bylaws may be amended, at a regular or special meeting of the members, by a vote of fifty-one percent (51%) of a quorum of members. To take effect, any amendment must be recorded in the office of the Davis County Recorder, State of Utah.
13.2 In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Restated Declaration and these Bylaws, the Restated Declaration shall control.
1.1 Purpose
This Policy is created to establish guidelines for identifying, retaining, storing, protecting and disposing of records of the Chase Lane Village Homeowners Association (“Association”). This Policy is necessary to ensure that the Association conducts itself in a cost-effective manner while also adhering to legal and business requirements. The record retention schedule shall serve as a guideline and is not an exclusive list. Some of the records may not currently exist but are listed in the event they exist in the future. The Board shall use its best judgment in determining the retention period for any record not identified.
1.2 Definitions
a) Association Records. Association Records are those documents (paper or electronic) that are maintained by the Association in its normal course of business. Such records include and include: Association contracts with vendors and third parties, the Association’s governing documents consisting of the articles of incorporation, the declaration and its amendments, bylaws, board resolutions, maps of the Association property, rules and regulations, meeting minutes, the Association’s financial statements, bank accounts and invoices, correspondence from and approved by the board to the Association members or from an officer to a member when authorized by the board, correspondence to or from the Association’s property manager, board approved reports and studies, official filings with the State of Utah or any local or federal governmental entity, and the names and address of Association members. Also, any record identified in the declaration or bylaws of the Association or in U.C.A. § 16-6a-1601(5) of the Utah Revised Nonprofit Corporations Act.
b) Not Association Records. The following are not Association records: Communications between board members or between board members and members of the Association, whether through letter, email, text message or another written form of communication, are not Association Records unless: (1) the board member is using the communication to conduct official Association business, or (2) the communication is sent to or from an account owned and operated by the Association, such as an Association email account. Emails sent from private email accounts and not being used to conduct official business do not constitute an Association record and the Association and individual board members have no duty to maintain such correspondence. In adopting this policy, the board is of the opinion that board members will be less prone to use emails or electronic communication if the Association’s record policy defines all board member emails as constituting records of the Association. This may result in much communication taking place by telephone, which would be an inconvenience to many of the board members and result in less efficiency and making serving on the board a negative experience.
c) Official Association Business. Individual board members may not conduct Association business independent of the board. Board members should act only as a board, and individual board members shall act only when authorized directly by the board or in their capacity as an officer of the Association. While board members may have assignments and undertake correspondence with many people, unless the board acts as a whole, the board has not acted and individual communications from board members do not constitute official action of the board in behalf of the Association. However, if a board member also serves as an officer of the Association, he or she shall have additional duties and authority granted by the board or under the Association Bylaws and therefore is more likely to be acting in an official capacity as an officer of the Association and there is greater likelihood that an officer’s communications, correspondence and documents could qualify as an Association record. An officer’s written communications in behalf of the Association regarding Association business or to/from third parties who are not members of the Association shall be considered records of the Association.
d) Permanent means that the retention period for that Association Record is permanent.
e) Term + “X” years means the specified number of years beyond the termination of the relationship, contract or coverage.
1.3 Policy
a) It is the Association’s policy to maintain complete and accurate Association Records. Association Records are to be retained for the period of their immediate use unless longer retention is required for historical reference, contractual or legal requirements, or for other purposes as set forth in this Policy.
b) Association Records that are no longer required or have satisfied their recommended period of retention are to be destroyed in an appropriate manner.
c) The Board may appoint either one board member or the Association’s manager to be the Association record “Managing Agent”. The Managing Agent is responsible for ensuring that Association Records of the Association are identified, retained, stored, protected and subsequently disposed of, in accordance with the guidelines set forth in this Policy.
1.4 Compliance
This Policy is not intended to be all inclusive, and accordingly may be tailored to meet the specific needs of the Association. The retention periods set forth herein are guidelines based on the current retention periods set forth in federal, state, and local statutes and regulations (none of which explicitly address the Association), and industry custom and practice.
1.5 Board Members.
The Association does not require individual Board members to maintain any Association Records. Board members in their discretion may dispose of documents in their possession that were generated by the Association when the Association has maintained the document as an Association Record. However, when a Board member receives Association Records which were not generated by the Association or not received through the Association, the Board member shall send the originals of such Association Records to the Managing Agent to be maintained in the Association Records. Association Records created by a Board member for their own use as a member of the Board, including but not limited to notes, drafts, emails, summaries, etc., are not Association Records and do not need to be retained for any length of time by a Board member and may be destroyed by a Board member at any time. Emails sent or received by a Board officer are records of the Association only if, (1) the email is sent to the Association membership from the Board, or (2) the email is sent from the Board as the result of an official decision of the board. No Board member shall disclose or provide any Association Record to any Owner outside of the Board but shall direct Owners to make a formal request to the Association pursuant to its records policy.
1.6 Officers.
Communications and documents generated by officers of the Association shall be considered Association records when any one of the following criteria are met:
a) Did the communication concern official business of the Association and come within the individual’s responsibility as an officer?
b) Did the communication have the ability to bind the Association or involve communications that may lead to binding the Association or implementing or adopting an Association policy?
c) Was the communication, act or document generated, prepared or accomplished as a result of a duty as an officer as set forth in the bylaws?
1.7 Annual Purge of Files
The Managing Agent or Board secretary shall conduct an annual purge of the Association Records to be completed within the first quarter of each calendar year.
1.8 Destruction Procedure
All Association Records to be purged or destroyed pursuant to this Policy shall be shredded, or permanently deleted electronically, if stored in an electronic format.
1.9 Onset of Litigation
At such time as the Board or the Association has been served with a lawsuit, or if it is reasonably foreseeable that litigation may be imminent, all Association Records potentially relevant to the dispute must be preserved notwithstanding anything in this Policy to the contrary.
Therefore, at the direction of the Association’s legal counsel the Managing Agent will advise the Board members, and any other person who may maintain Association Records, of the facts relating to litigation. Thereafter, all Association Records potentially relevant to the dispute shall be deemed “held” until such litigation is concluded and all appeal periods have expired. At the conclusion of the litigation the “hold” period will cease and the time periods provided in this Policy will recommence.
1.10 Association Record Retention and Destruction Guidelines
The Association Records are grouped into functional categories set forth below. Although every conceivable Association Record is not listed, the following list should indicate to which subcategory a particular Association Record relates and how long the record should be retained.
ACCOUNTING RECORDS
Accounts Payable-6 Years
Accounts Receivable-6 Years
Audit Reports-6 Years
Depreciation Schedules-6 Years
Expense Report-6 Years
Financial Statements (Annual)-6 Years
General Ledger-6 Years
Inventory Records-6 Years
Loan Payment Schedule-6 Years
Federal and State Tax Return-6 Years
BANK/FINANCIAL RECORDS
Bank Reconciliation-2 Years
Bank Statements-6 Years
Deposit Tickets-6 Years
Cancelled Checks-6 Years
Cash Receipts and Cash Disbursement Journals-6 Years
Owner Ledgers-6 Years after Owner sells unit
Electronic Payment Records-6 Years
Personal Property Tax Returns-6 Years
Budgets-3 Years
Reserve Study-Retain current study at all times; Retain older studies 10 years
CORPORATE RECORDS
Board Minutes-Permanent
Committee Minutes-Permanent
Member Meeting Minutes-Permanent
Bylaws, Articles and CC&R’s-Permanent
Rules and Regulations-Permanent
Policies and Guidelines-Permanent
Record of actions by Board or Members without a meeting-Permanent
Record of Waivers of Notice of Meeting – Members or Board-Permanent
Board Resolutions-Permanent
Business Licenses-6 Years
Contracts-Life + 6 years longer if warranty
Correspondence from Legal Counsel-6 Years
Certificates of Insurance-6 Years
Insurance Policies-6 Years
Settled Insurance Claims-6 Years
Leases/Mortgages-6 Years following termination
Patents/Trademarks-Permanent
Bids, Proposals-6 Years following termination
Homeowner Records-6 Years following transfer of unit
Vendor Invoices-6 Years
Written Correspondence between Association and Vendors-6 Years
Photographs-6 Years
Annual Reports filed with the Secretary of State-3 Years
Videotapes and Audiotapes of Board Meetings (if any)-Until minutes are approved
Proxies and Ballots (unless otherwise provided herein)-Permanent
Proxies and Ballots for Document Amendments-Permanent
Deeds, Easements and Other Real Property Records-Permanent
Association Plat Maps-Permanent
State and Federal Identification Numbers-Permanent
EMPLOYEE RECORDS (IF ANY)
Benefits Plans-Permanent
Personnel Files-6 Years following termination
Employment Applications-3 Years
Employment Taxes-6 Years
Payroll Records-6 Years
Pension/Profit Sharing Plans-Permanent
REAL ESTATE RECORDS
Construction Records-Permanent
Warranties-Permanent
Leasehold Improvements-Permanent
Lease Payment Records-Life + 4 Years
Real Estate Purchases-Permanent
OWNER COMMUNICATIONS
Written communications to all Owners generally (including meeting or other notices sent via email, facsimile and regular mail)-6 Years
INDIVIDUAL MEMBER FILES
Correspondence to Members individually (not including enforcement letters)-As long as Member owns + 4 years
Enforcement letters (including covenant violation letters, violation letters and delinquency letters)-As long as Member owns + 4 years
Owner Complaints (written)-As long as Member owns + 4 years
Architectural requests and any responses from the Association regarding Requests-Permanent
Correspondence between Association and Members not otherwise listed-As long as Member owns + 4 years
MISCELLANEOUS
Miscellaneous Documents (not otherwise listed herein)-At Board’s Discretion