SPRING CREEK ASSOCIATION BYLAWS
ARTICLE I
The principal office of the Spring Creek Association (hereinafter "the Association") in the State of Nevada shall be located at 451 Spring Creek Parkway, Spring Creek, County of Elko. The Association may have such other offices, either within or without the State of Nevada, as the Board of Directors may designate from time to time. (Amended 11/17/94)
ARTICLE II
The resident agent of the Association shall be a Board member or other person designated by the Board of Directors of Spring Creek Association. (Amended 2/12/90)
ARTICLE III
Every person or entity, except the Association itself, who is a record owner or a purchaser under a real estate purchase agreement of a fee or undivided fee interest in any lot or property within the Spring Creek Development shall be a member of the Association. As used herein, "Spring Creek Development" is that certain area described as Spring Creek Subdivision as recorded in the Office of the Recorder for the County of Elko, State of Nevada. There shall be one class of members and a member may not resign. It shall, however, be the obligation of each member to provide notice to the Secretary of the Association of the individual's membership by providing reasonable documentary evidence of the member's interest in any lot or property in Spring Creek Development in order to be entitled to notice of, and the right to vote at, any meeting of members. Membership in the Association shall terminate upon transfer of all of a member's property interest in property in the Spring Creek Development. Termination of membership shall not relieve the member of any unpaid obligation to the Association that the member has incurred prior to termination. (Amended 2/12/90;11/17/94)
ARTICLE IV
Section 1. ANNUAL MEETING OF MEMBERS.
The annual meeting of the members shall be held at 8:00 o'clock p.m. on the third Saturday of June each year for the purpose of presenting the financial report of the Association to the members or for such other business as may come before the meeting. In alternate years the results of the election of Board Members, pursuant to Article V, Section 12, held that day, will also be reported. If the day fixed for the annual meeting shall be a statutory holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of the Directors shall not be held on the day designated herein for any annual meeting of the members (or on the next succeeding business day in cases where the date fixed for the annual meeting falls on a Nevada Statutory holiday) or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members within 90 days. (Amended 9/21/87;11/17/94)
Section 2. SPECIAL MEETINGS OF MEMBERS.
Special meetings of the members for any purpose or purposes, may be called by a majority of the Board of Directors. In addition, special meetings must be called upon written request of at least five percent (5%) of the members entitled to vote. Notice of such special meeting shall be given as provided in Article IV Section 5 within 60 days of call by the Board or receipt by the Association of a valid written request by members. (Amended 11/17/94)
Section 3. LOCAL AND SOCIAL MEETINGS OF MEMBERS.
A majority of the Board of Directors may call meetings of the members of the Association for the purpose of (a) social functions or (b) solution of minor local problems affecting the residents of Spring Creek. (Amended 11/17/94)
Section 4. PLACE OF MEETING OF MEMBERS.
The Board of Directors may designate any place, within the County of Elko, State of Nevada, as a place of meeting for any annual meeting of members or for any special meeting of members called by the Board of Directors. (Amended 11/17/94)
Section 5.a. NOTICE OF MEETING OF MEMBERS.
Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than thirty (30) days nor more than sixty (60) days before the date of the meeting to all members entitled to vote at the meeting, either personally or by mail, by or at the written direction of the Chairman of the Board, the President, the Secretary, or the officer or persons properly directed by the Board of Directors to give such notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership books of the Association, with postage thereon prepaid. (Amended 12/22/87;11/17/94)
Section 5.b. LIMITS ON NOTICE AND VOTING.
No member shall be entitled to notice of any meeting of members unless proof of his or her membership in the Association shall appear on the records of the Association not less than 60 days immediately prior to the meeting. No member shall be entitled to vote at any meeting of members or election of Directors unless proof of his or her membership in the Association shall appear on the records of the Association not less than five (5) business days immediately prior to the meeting or election. (Amended 11/17/94)
Section 6. QUORUM FOR MEETINGS OF MEMBERS.
Those members present, either in person or by proxy, shall constitute a valid quorum for purposes of any meeting of members including the annual meeting. (Amended 11/17/94)
Section 7. VOTING OF MEMBERS.
Each member shall be entitled to one (1) vote for each lot owned, upon each matter submitted to a vote at a meeting of the membership. Voting rights of members shall be as provided in Article VI of the Articles of Incorporation of the Association. (Amended 11/17/94)
Section 8. CERTIFICATE AND TRANSFER.
The Association shall issue a certificate of membership to each member, but the certificate thereof shall not be transferred, pledged, assigned or alienated in any way except in connection with a sale of the lot to which the membership is appurtenant; provided, however, that upon the sale of any lot, the Association shall cancel the certificate of the seller and shall issue a new certificate to the buyer thereof. Any prohibited transfer or any attempt to make a prohibited transfer of any membership or certificate shall be void and shall not be reflected on the books and records of the Association. In the event any owner of a lot shall fail or refuse to surrender his certificate of membership the Association shall issue a new certificate to the buyer and thereupon the old certificate outstanding in the name of the seller shall be null and void as though the same had been surrendered. Each certificate shall bear the following legend:
THE MEMBERSHIP EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, PLEDGED, ASSIGNED OR ALIENATED EXCEPT (A) IN CONNECTION WITH THE SALE OF THE LOT TO WHICH THE MEMBERSHIP IS APPURTENANT AND (B) IN THE MANNER PROVIDED IN THE ARTICLES OF INCORPORATION AND/OR BYLAWS OF SPRING CREEK ASSOCIATION. IN THE EVENT OF ANY PROHIBITED TRANSFER, THIS CERTIFICATE AND THE MEMBERSHIP EVIDENCED HEREBY MAY BE CANCELED. (Amended 11/17/94)
ARTICLE V
Section 1. GENERAL POWERS.
The business and affairs of the Association shall be managed by its Board of Directors. The Board shall elect one of its members as Chairman to serve in such capacity until the next regular annual meeting of the Board of Directors. The Chairman of the Board shall conduct meetings of the Board of Directors and perform other functions and duties as may be specified hereinafter.
Section 2. NUMBER.
The number of Directors of the Association shall be not fewer than five (5) nor more than nine (9). The original number of Directors of this Association shall be seven (7), provided that said number may be increased within the above limits if a majority of the votes of the members of the Association at any annual or duly called special meeting called for that purpose shall approve such increase.
Section 3. ELECTION OF DIRECTORS.
3.a. Initial Board: The initial seven (7) members of the Board of Directors shall be appointed by MCO Properties Inc. in accordance with the Articles of Incorporation of this Association and the Declaration of Reservations recorded in the Office of the Recorder for the County of Elko, State of Nevada, on April 8, 1971, in Book 142, page 606. Notwithstanding the provisions of Article IV, Section 1 of these Bylaws, the initial Directors from each of the four areas described below shall serve such capacity until the annual membership meeting held during June, 1985, and the remaining three Directors shall serve in such capacity until the annual membership meeting held in June, 1984.
3.b. Representation: Directors shall be elected in accordance with Article V and Article VI, of these Bylaws when vacancies exist during the term of this Association. Except as provided in Sections 11 and 12 of this Article, Directors shall be composed of at least one person owning an undivided fee interest in a lot in the area of Spring Creek the Director is to represent which shall be broken down as follows:
Area 1: Tracts in the 100 series;
Area 2: Tracts in the 200 series;
Area 3: Tracts in the 300 series;
Area 4: Tracts in the 400 series;
and three (3) At-Large Directors owning an undivided fee interest in any lot in any Tract. (Amended 11/17/94)
3.c. Candidates: The election of Directors will occur on the day of the annual meeting. Each candidate must be an eligible member of the Association as defined in Article III of the Bylaws. Board members must remain current on property owner assessments to serve on the Board of Directors. No member may be placed on the ballot for election to the Board unless his or her assessments are current. Any property owner wishing to run for the Board of Directors of the Spring Creek Association shall file his or her name with the Secretary of the Association during regular business hours, between February first and March thirty-first of the election year. If February first or March thirty-first should fall on a weekend or a Nevada Statutory holiday, filing of candidates will be done on the following business day. The Association Secretary will identify the candidate and verify his/her eligibility pursuant to this Article and Article III of the Bylaws. No other names will appear on the ballot. There shall be no write-in candidates or nominations from the floor. Each candidate will be responsible for his/her own campaign with no expense to the Association. (Amended 9/20/88;2/12/90;11/17/94)
3.d. Voting Tabulation: Each member of the Association shall receive a ballot as hereinafter provided in Article VI. The ballots cast will be counted and results announced. The candidate receiving the greatest number of votes for each elective position will be declared the winner. When At-Large Directors are to be elected the three (3) candidates receiving the most votes shall be declared the winners. (Amended 9/20/88;11/17/94)
3.e. Election of Area Directors: The Directors to be elected from Areas 1, 2, 3 and 4, as defined in Article V Section 3.b. of the Bylaws of the Spring Creek Association shall be elected only by those members with voting rights in the area that the Director represents. (Amended 9/20/88;11/17/94)
3.f Election of At-Large Directors: The At-Large Directors shall be elected by all members of the Association with members entitled to the number of votes equivalent to the number of open At-Large positions but with no more than one vote per candidate. (Amended 11/17/94)
Section 4. REGULAR MEETINGS.
A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of the members of the Association. The Board of Directors may provide, by resolution, the time and place, within the county of Elko, State of Nevada, for the holding of additional regular meetings.
Section 5. SPECIAL MEETINGS.
Special Meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, the Secretary, or any two (2) Directors. The person or persons authorized to call Special Meetings of the Board of Directors may fix any place, within the County of Elko, State of Nevada, as the place for holding any Special Meeting of the Board of Directors called by them.
Section 6. CONSENT IN LIEU OF MEETING.
Any urgent action required or permitted to be taken at any meeting of the Board of Directors thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors. Such written consent shall be filed by the Secretary with the minutes of proceedings of the Board of Directors. (Amended 11/17/94)
Section 7. ACTIONS AT MEETINGS NOT REGULARLY CALLED.
7.a. Consent: In the event the Board of Directors meets without the meeting having been regularly called or noticed, actions taken at such a meeting shall be as valid as if they had been taken at a meeting regularly called and noticed if a quorum is present and all Directors present and entitled to vote at the meeting either:
1) Sign a written consent to the meeting and file the same with the Secretary; or;
2) Orally declare their consent on the record to be entered in the minutes; or,
3) Take part in the deliberations at the meeting and do not object.
7.b. Ratification and Approval of Meeting: If any meeting of the Board of Directors is held and a quorum is present but the meeting is irregular for lack of notice or consent, the proceedings at the meeting may be ratified and approved and rendered valid in all respects and said irregularities waived by a writing signed by all Directors having the right to vote at such meeting. (Amended 11/17/94)
Section 8. RATIFICATION OF ACTION BY ASSOCIATION.
In the event the President or acting President is required, in the Association's best interest, to take some corporate action that would ordinarily require prior Board approval, the President shall first contact all of the Board members that can be contacted and advise the Board of all particulars. Thereafter, the matter or act will be placed as an agenda item on the next meeting of the Board and the act of the President may be ratified or disapproved by the majority of a quorum of the Board. (Amended 11/17/94)
Section 9. NOTICE.
Notice of any Special Meeting of the Board of Directors shall be given at least ten (10) days prior to such meeting by written notice delivered personally, by verified electronic transmission, or mailed by certified mail - return receipt requested- to each Director at his residence address. Any Director may waive notice of any meeting. The attendance of a Director at a Meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. (Amended 11/17/94)
Section 10. QUORUM.
A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 11. VACANCIES.
11.a. Appointment: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of this predecessor in office and, if his predecessor was a representative of one of the four areas specified in Article V, Section 3.b., must be a representative of the same area of Spring Creek as was his predecessor, unless there is no candidate from such area available to fill such vacancy, in which event the Directors may fill the vacancy with the person they deem most qualified. Each such vacancy shall be advertised in a local newspaper of general circulation for at least a period of two (2) weeks in order to allow interested persons to contact the Association. Any Director appointed for a period of less than two calendar years shall be eligible to run for election for two (2) complete consecutive terms after the period of his or her appointment expires. Any Director who is appointed for a period of more than two (2) calendar years shall be eligible to run for election for only one (1) complete term immediately after the period of his or her appointment expires. (Amended 11/17/94)
Section 11.b. Increase in Number of Directors: Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election on the date of the annual meeting of membership or at a special meeting of members called for that purpose. (Amended 11/17/94)
Section 11.c. Resignations or Removal of Directors: Any Director may resign from the Board of Directors at any time without cause. Any Director who represents a specific Tract and who disposes of all of his property in that Tract, and any At-Large Director who disposes of all of his Spring Creek property, will be deemed to have resigned from the Board of Directors. Any Director who fails to attend regular meetings of the Board on three (3) consecutive occasions will be deemed to have resigned from the Board of Directors. Any Director may be dismissed from the Board of Directors for cause following a hearing before all the remaining Directors of the Board if five/sixths (5/6ths) of the remaining Directors vote for such dismissal. (Amended 11/17/94)
Section 12. TENURE AND QUALIFICATIONS.
Except as elsewhere provided herein, the Directors shall hold office for a term of four (4) years. Commencing with the June 1990 annual meeting, the term of the Directors At-Large, shall expire June, 1993. Commencing with the June 1991 annual meeting, the term of the Directors from the four areas specified in Article V, Section 3.b., shall expire June, 1995. No Director shall be allowed to serve more than two (2) consecutive terms beginning with the 1990 term. In the event of an increase or decrease in the number of Directors, the Board of Directors shall have the power to make such rules (including rules concerning the terms of any new or existing Directors) as they deem appropriate to implement, effectuate, and/or perpetuate the requirements concerning staggered elections of Directors which are set forth in this Section. All Directors shall hold office until their respective successors have been elected and qualified therefor. (Amended 12/18/89;11/17/94)
Section 13. POWERS.
The Board of Directors shall have the power to take action on behalf of the Association pursuant to all of the powers of the Association specified in Article IV of the Articles of Incorporation of the Association. In the event a Director has a material, personal, financial interest with a company that provides goods or services to the Association, that Director shall abstain from voting on issues involving a contract or transaction with that provider company. (Amended 2/12/90;11/17/94)
Section 14. DUTIES.
It shall be the duty of the Board of Directors:
(a) To cause to be kept a complete record of the minutes of all their meetings and a record of all acts of the Board, and to present a complete financial statement at the annual meeting of the members of the Association, showing in detail the current financial condition of the Association, including all assets and liabilities.
(b) To supervise all officers and agents of the Association and to see that their duties are performed properly.
(c) The Board shall operate the Golf Course, Horse Palace and Trap and Skeet facilities for the benefit of the property owners. Any promotions or activities over and above regular operations, except for activities of local non-profit organizations, shall be on a break-even or profit basis, including, but not limited to: golf tournaments, trap and skeet tournament shoots, rodeos, cuttings, ropings and pennings. When determining the break-even point for the activity, the Board shall take into account, direct and indirect labor costs, insurance costs, depreciation expense, promotion and advertising expense, and any other expense associated with conducting the activity. (Amended 5/24/88;11/17/94)
ARTICLE VI
Section 1. VOTING BY MEMBERS.
The election of Directors shall occur in alternate years on the day of the annual meeting of the Association, pursuant to Article V, Section 12. A member may vote by one of the following two means:
a) Polling places shall be established at reasonably convenient places in the Spring Creek Development and polling hours posted. A member may obtain an official ballot for each lot upon proof of membership, mark the ballot and deposit it in an official ballot box; or,
b) A member may mark and return by mail the official ballot which the Association shall mail to every member entitled to vote under these Bylaws. The written ballot will set forth each proposed action or candidate and provide an opportunity to vote for or against each proposed action. In order for a mail-in ballot to be counted, it must be actually received by the Association's principal office at least five (5) business days before the day of the annual meeting. A mail-in ballot, once mailed to the Association, may not be revoked. (Amended 11/17/94)
Section 2. PROXIES.
At all meetings of the membership where a membership vote may be taken and at elections of Directors, a member may vote by proxy executed in writing by the member. Such proxy may be filed on the official Association proxy form and filed with the Secretary of the Association at least ten (10) days prior to the time of the annual meeting or any other duly called special meeting or election. The official Association Proxy forms will be maintained in the Association office and made available to any member in person or by mail. (Amended 12/19/87;11/17/94)
Section 3. REQUIRED VOTES TO VALIDATE ELECTION.
In order to validate an election for any candidate seeking to represent a specific tract as Director, at least ten percent (10%) of the total number of votes in the Association in that tract must actually be cast pursuant to these Bylaws. Ten percent (10%) of the total number of votes in the Association must be cast pursuant to these Bylaws in order to validate any election of an At-Large candidate for Director. In no event shall any lot or lots owned by the Association be used to calculate the number of votes in any tract or in the Association for purposes of any election validation. In the event the election of any Director or Directors can not be so validated, the existing Board of Directors shall cause a special election to be held for each such candidate within ninety (90) days of the annual meeting. (Amended 11/17/94)
ARTICLE VII.
Section 1. NUMBER.
The officers of the Association shall be the President, a Secretary, and a Treasurer, each of whom shall be selected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors. (Amended 11/17/94)
Section 2. SELECTION AND TERM OF OFFICE.
The Board of Directors shall have the authority to select and hire officers of the Association upon such terms and conditions as it deems appropriate from time to time. (Amended 11/17/94)
Section 3. REMOVAL.
Any officer or agent selected or appointed by the Board of Directors may be removed by a majority of the Board of Directors whenever in their judgment the best interests of the Association would be served thereby. (Amended 11/17/94)
Section 4. VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. PRESIDENT.
The President shall be the principal administrative officer of the Association in charge of its operations and shall, under the supervision and control of the Board of Directors, direct and control the business operations of the Association. The President shall perform such duties as may from time to time be assigned to him by the Board of Directors.
Section 6. VICE-PRESIDENT.
In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President, if there be one, (or in the event there may be more than one Vice-President, the Vice-Presidents in the order designated at the time of their selections, or in the absence of any designation, then in the order of their selection) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such duties as from time to time may be assigned to him by the President or by the Board of Directors. (Amended 11/17/94)
Section 7. SECRETARY.
The Secretary shall:
(a) Keep the minutes of the members' and the Board of Directors' meetings in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) Be custodian of the corporate records and of the seal of the Association;
(d) Keep current a register of the Post Office address of each member of the Association;
(e) Keep approved minutes and financial statements available at the business office of the Association during normal business hours for inspection by any member of the Association requesting to see them;
(f) In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors; and,
(g) In the event of the death, resignation, incapacity, absence or inability of the President, and the Vice-President, if any, the Secretary shall assume and discharge pro tempore the powers and duties of the President. (Amended 11/17/94)
Section 8. TREASURER.
The Treasurer may be required to provide a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Association;
(b) Receive and give receipts for monies due and payable to the Association from any sources whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII Sec. 4 of these Bylaws;
(c) 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 the Board of Directors; and,
(d) In the event of the death, resignation, incapacity, absence or inability of the Secretary, the Treasurer shall assume and discharge pro tempore the powers and duties of the Secretary. (Amended 11/17/94)
Section 9. SALARIES.
The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors and no Director may be eligible to be an officer. The Association may reimburse any Director for expenses incurred by the Director for any corporate purpose. (Amended 11/17/94)
ARTICLE VIII.
Section 1. CONTRACTS.
The Board of Directors may authorize any officer, officers, agent, or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. LOANS.
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a majority vote 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 Association shall be signed by such officer, officers, agent, or agents of the Association 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 Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE IX.
The accounting books and records of the Association shall be kept on a calendar year basis, beginning on the first day of January and ending on the thirty-first day of December of each year.
ARTICLE X.
Whenever any notice is required to be given to any member or Director of the Association under the provisions of these Bylaws, of the Articles of Incorporation, or applicable corporate law, 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 equivalent to the giving of such notice.
ARTICLE XI.
Provided that all applicable requirements of Nevada Law are followed, nothing contained in these Bylaws shall preclude the formation of a general improvement district within the Spring Creek Development (as defined in the Articles of Incorporation of the Association), which district may undertake and/or assume all or part of the responsibilities of the Association, including, but not limited to, management, maintenance and care of the roads and Common Recreation Facilities (as defined in the Declaration of Reservations).
ARTICLE XII.
These Bylaws may be amended, rescinded, changed, or expanded (a) by the vote of a majority of the members of the Association voting in person or by proxy or by absentee ballot at a regular meeting or duly called special meeting of the membership, or (b) by unanimous vote or by unanimous written consent of the Board of Directors. (Amended 4/11/91;11/17/94)
ARTICLE XIII.
In the event of any inconsistency between these Bylaws and the Articles, the Articles shall control, and in the event of any inconsistency between these Bylaws or the Articles and the Declaration, the Declaration shall control.
ARTICLE XIV
In the event of a dispute at any meeting regarding procedure, and that dispute is made a part of the record by the Board of Directors, the current Roberts Rules of Order shall be used to resolve the matter at the earliest reasonable opportunity. (Addition 11/17/94)
CERTIFICATE OF SECRETARY
As the duly qualified and acting Secretary of Spring Creek Association, I certify that the foregoing Bylaws were duly made and adopted as herein set out effective the 17th day of November 1994.
Dated the 24th day of February, 1995.
Carla Alcorn
