Bylaws

The name of the Association shall be the Abbott Shire of Loch Lomond Civic Association (the 'Association'), pursuant to the Articles of Incorporation filed with the Secretary of State of Ohio on April 22, 1981, which predates the enactment of Ohio Revised Code Chapter 5312, and which established the Association as an Ohio Not-for-Profit Corporation. The principal office of the Association shall be located in Liberty Township, Delaware County, Ohio.

 

This document revises and amends the Association Code of Regulations pursuant to the terms of said Code of Regulations, which were previously enacted, but were not recorded with the Delaware County, Ohio, Recorder. The Association, through its Board of Trustees and legal counsel, has determined that the Association is a Planned Community pursuant to O.R.C. Chapter 5312.

 

 The definitions contained in O.R.C. Section 5312.01 are incorporated herein by reference with the following additions or modifications. "Abbott Shire of Loch Lomond" or "Loch Lomond" means the subdivision located in Liberty Township, Delaware County, Ohio, and described as the 63.253 acre tract described in the Deed recorded in Vol. 442, Page 684, Recorder's Office, Delaware County, Ohio.

 

"Lot" means a parcel or tract, or several parcels or several tracts, of land in the subdivision of Loch Lomond that is or are occupied by one Dwelling Unit when all such parcels or tracts are titled in the name of a common Owner. However, if one Lot is capable of containing two Dwelling Units, then that Lot shall be considered to be two Lots for purposes of Association dues assessment, unless those two Lots have been legally combined into a single County taxing parcel.

 

"Owner" means a person or persons, or the spouse of a person, who is a titleholder of a Lot in the subdivision of Loch Lomond; or who owns an equitable interest in a Lot in said subdivision by virtue of that person's interest in the titleholder corporation, limited liability company, partnership or other legal entity, if said person, or persons, resides in the Dwelling Unit on said Lot as his or her primary residence. Each Owner shall be a Member of the Association.

 

 

The regular annual meeting of Members shall be held on such date and at such time during each year as the Board of Directors may from year to year fix.

 

A special meeting of Members may be called by the President, by the Board of Directors, acting with or without a meeting, or by Members possessing at least fifty percent (50%) of the voting power of the Association, upon delivery to the President or Secretary of a request in writing for a meeting of the Members. It shall be the duty of the officer to whom such request is delivered, to give notice of such meeting to the Members who are entitled to vote. Said request shall specify the purpose, place, and time for such meeting, which time shall be a date at least fifteen (15) and not more than forty (40) days after delivery of the request to the President or Secretary. If, upon such request, such officer does not, within ten (10) days thereafter, send notices of a Special Meeting to such members, the persons making such request may call such a Special Meeting by giving notice thereof or causing such notice to be given, in accordance with the provisions of this Article.

 

Meetings of the Members shall be held at such place as is designated by the Board of Directors.

 

Written notice of any meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by providing a copy of such notice, to each Member entitled to vote at such meeting. Delivery shall be by personal delivery, delivery to the address within Loch Lomond when said address is the principal residence of the Member, by email when an email address is supplied by the Member to the Association, or by regular U.S. mail, postage prepaid, addressed to the Member's address last appearing on the books of the Association. Such notice shall be given at least fifteen (15) days, but not more than thirty (30) days, prior to the date for such meeting and shall specify the place, day and hour of the meeting. Notices shall be provided only to those Members who are shown to be Members on the records of the Association at the time of delivery.

 

Any Member, either before or after any meeting, may waive any notice thereof required by law, the Articles of Incorporation, or these Bylaws. Waivers must be in writing and filed with the Secretary of the Association and entered upon the records of the meeting. Notwithstanding the foregoing, notice of a meeting will be deemed to have been waived by any member who attends such meeting and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

 

At any meeting of Members, the presence of Members possessing more than ten percent (10%) of the voting power of the Association shall constitute a quorum for the transaction of business, except when a greater number is required by law. If, however, such quorum shall not be present or represented at the meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any reconvened meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

 

At each meeting of the Members, the President or, an individual chosen by a majority vote of the members present and entitled to vote, shall act as Chairman of the meeting, and the Secretary, or any person appointed by the Chairman, shall act as Secretary of the meeting.

 

The order of business at all meetings of the Members shall be as determined by the Chairman of the meeting.

 

Each Member shall be entitled to only one vote per Lot on all Association matters which require a vote, which may be in person by the Member or by proxy. If the Owners of any Lot cannot jointly agree as to which of them shall be entitled to exercise the vote attributable to the Member, then the right to vote shall be forfeited until such time as the owners designate which of them shall exercise such vote.

 

Any person entitled to membership in the Association shall notify the Association of such fact. All privileges and benefits of membership in the Association are effective upon such notice or upon the Association becoming aware of such fact by any other means.

 

Directors shall elected from among the Members. The Board of Directors shall exercise all power and authority of the Association.

 

There shall be nine (9) Directors on the Board.

The term of each Director shall be three (3) years. Upon the adoption of these Bylaws, those Trustees then serving shall be the initial Directors hereunder. At each Annual Meeting, three Directors shall be elected to replace
those whose terms are expiring.

Any Director may be removed from the Board, with or without cause, by the Members of the Association, at any annual or special meeting of the Members if in the notice of such meeting the intention to consider such removal is specifically stated, by the affirmative vote of members possessing not less than two-thirds of the voting power of the Members present and entitled to vote. Any Director may resign by giving written notice to any officer,
which shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

A vacancy on the Board of Directors may be filled by a majority vote of the remaining Directors, even though they are less than a quorum. A Director so elected shall be deemed to be elected for a term equal to the unexpired portion of the term for which the vacating Director was elected.

 

No Director shall receive compensation from the Association for any service he or she may render to the Association, provided that a Director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.

Regular meetings of the Board of Directors shall be held at such times (at least once during each calendar quarter) and at such places as the Board of Directors may decide.

 

Special meetings of the Board of Directors shall be held when called by the President of the Association or by any three Directors, after not less than three (3) days notice to each Director. Section 3.9. QUORUM. Six (6) Directors shall constitute a quorum for the transaction of business. Every act or decision 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.

 

Any action which may be taken at a meeting of the Directors, may be taken without a meeting if authorized by a writing signed by all the Directors.

 

Section 3.11. MEETINGS VIA COMMUNICATIONS EQUIPMENT.
Meetings of the Board of Directors may be held through any communications equipment provided that all persons participating in the meeting can hear each other speak. Persons participating through communications equipment shall be considered as present at any meeting held pursuant to this Section.

Directors shall not be personally liable for actions or activities undertaken in their capacity as a Director or Officer of the Association when acting within the scope of their authority.

 

The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board may from time to time by resolution create.

 

Officers shall be elected from among the Directors at the first meeting ofthe Board of Directors following each Annual Meeting of the Members.

The officers of the Association shall serve until his or her successor is elected, unless any such officer shall sooner resign, or be removed or otherwise become disqualified to serve.

Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, 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 the acceptance of such resignation shall not be necessary to make it effective.

The duties of the officers shall be as follows:

PRESIDENT. The President shall have responsibility and authority for supervision of the several officers of the Association, and shall preside at all meetings of the Members and Board of Directors. The President shall be authorized to execute, in the name of the Association, any and all documents and instruments, and shall see that the books and records required by law are properly kept, made and filed.

VICE-PRESIDENT. The Vice-President shall act in the place and stead of the President in the event of his or her absence or inability to act, and exercise and discharge such other duties as may be required by the Board of Directors or the President.

SECRETARY. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members; serve notice of meetings of the Board of Directors and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and perform such other duties as required by the Board or the President.

TREASURER. The Treasurer shall be the financial officer of the Company, and shall have the custody of all moneys of the Association and shall keep adequate and correct accounts of the receipts and disbursements, including records of credits and collections. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and disburse such funds as directed by the Board of Directors, and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting. The Treasurer shall have such other powers and perform such other duties as are assigned to or vested in him or her by the Board of Directors. The offices of Secretary and Treasurer may be combined into one office, if so desired.

The Bylaws may be amended, repealed, or superseded, at any annual or special meeting of the Members if in the notice of such meeting, the intention to consider such change is specifically stated, by the affirmative vote of Members possessing not less than two thirds of the voting power of the Members present and entitled to vote.

 

A vote to dissolve the Association requires the unanimous consent of Members.

 

 

 

Adopt and publish rules and regulations governing: (1) the compliance of Owners and Members with, and the arbitration of disputes among Owners and Members arising out of, restrictions in the chains of title to such Owners' and Members' Lots, and (2) the use of the facilities of the Association and the personal conduct of the members and their guests thereon and penalties for the infraction thereof.

 

Suspend a Member's voting rights and right to use the recreation facilities during any period in which such member shall be in default in the payment of any assessment levied by the Association or as a result of any Owners' or Member's infraction of the rules and regulations established by the Board of Directors.

 

Declare the position of any Director to be vacant in the event such Director shall be absent without permission from the remaining board members from three (3) consecutive regular meetings of the Board of Directors.

 

Foreclose the Association's lien for unpaid assessments against any property for which such assessments are not paid within ninety (90) days after due date thereof, or bring an action at law against the party personally obligated to pay the same.

 

Employ such employees (including, without limitation, a manager, a managing agent, and/or a recreation facilities manager) as it deems necessary or appropriate and to prescribe the duties of each such employee.

 

Enter into such contracts and agreements, upon such terms and conditions as it deems necessary or appropriate, to operate and maintain the recreation facilities and common areas owned by the Association.

Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. 

 

Cause to be kept a complete record of all its acts and the Association's affairs and present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by Members possessing at least 25% of the voting power of the Association.

 

Supervise all officers, agents and employees of the Association, and see that their duties are properly performed.

 

Fix the amount of the general assessment to every Lot at least thirty (30) days in advance of each fiscal year.

Send written notice of such assessment to every Lot Owner, at least thirty (30) days in advance of each change in the amount of the annual general assessments, and levy all such assessments as liens.

Cause all facilities and common areas owned by the Association to be properly maintained.

 

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 of Directors for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.

 

Procure and maintain liability and fire and other hazard insurance on property owned by the Association.

 

Take whatever other actions are necessary or appropriate to achieve the purposes for which the Association has been formed.

 

The Association shall maintain a current list of the full names and residence addresses of each Member; the books, records and papers of the Association; and the financial reports of the Association.

 

The Association shall provide reports, at least annually, to Members at such time and in such manner as the Board of Directors may determine reasonable.

A Member has the right to obtain information from the Association, upon written request stating the information sought. Such information, if available, shall be provided to the Member within a reasonable time after receipt of such request.

The Association is responsible for reasonable maintenance, repair, and replacement of the common elements, and each Owner is responsible for maintenance, repair, and replacement of the Owner's Lot and improvements to that Lot, including the Dwelling Unit and the utility lines serving that Dwelling Unit.

 

An Owner shall permit agents or employees of the Association and other Owners access through the Owner's Lot and Dwelling Unit for the purpose of fulfilling the Association's duties and obligations. Any damage to the common elements, Lot, or Dwelling Unit due to that access is the responsibility of the Owner that caused the damage or the Association if it is responsible for the damage. That Owner, or the Association, is liable for the prompt repair of any damage and, if not repairable, for the value of the damaged property or item as it existed immediately prior to that damage.

The Association may not assign the right to common assessments, or the future income from those assessments, or convey any fee interest or any security interest in any portion of the common elements unless one hundred per cent (100%) of the voting power of the Association approves the conveyance.

The Association may not convey any fee interest in a limited common element or subject a limited common element to a security interest without the approval of all of the Owners of the Lots to which the limited common element is allocated. Any proceeds of the conveyance of a limited common element are an asset of the Association.

No contract to convey or subject a common element or a limited common element to a security interest is enforceable against the Association unless it complies with this section. The Board of Directors, on behalf of the Association, has all powers necessary and appropriate to effect a conveyance or encumbrance that this Article permits, including the power to execute a deed or other instrument.

All costs the Association incurs in its administration, governance, and maintenance are common expenses. All costs of the administration, operation, maintenance, repair, and replacement of the common elements are common expenses. The common expense liability of each Lot shall be allocated equally among all the Lots. The Board of Directors shall assess the common expense liability for each Lot at least annually, based on a budget the Board adopts at least annually.

The Board shall charge interest on any past due assessment or installment at the rate the Board establishes, not to exceed any maximum rate permitted by law. The board may not charge assessments for common expenses unless authorized herein.

The Association may assess an individual Lot for any of the following: 

 

Enforcement assessments and individual assessments for utility service that are imposed or levied on common areas, as well as expenses the Board incurs in collecting those assessments;

 

Costs of maintenance, repair, or replacement incurred due to the willful or negligent act of an Owner or occupant of a Lot or their family, tenants, guests, or invitees, including, but not limited to, attorney's fees, court costs, and other expenses; Costs associated with the enforcement of the governing documents of the Association, including, but not limited to, attorney's fees, court costs, and other expenses;

 

Costs or charges the governing documents of the Association permit.

 

Unless otherwise provided by the governing documents of the Association, the Association shall credit any amount it receives from an Owner pursuant to this section in the following order: 

 

To interest owed to the Association;

 

To administrative late fees or enforcement assessments owed to the Association;

 

To collection costs, attorney's fees, and paralegal fees the Association incurred in collecting the assessment; 

 

To the oldest principal amounts the Owner owes to the Association for the common expenses chargeable against the Dwelling Unit or Lot.

Prior to imposing a charge for damages or an enforcement assessment pursuant to this section, the Board of Directors shall give the Owner a written notice that includes all of the following: 

 

A description of the property damage or violation; 

 

The amount of the proposed charge or assessment;

 

A statement that the Owner has a right to a hearing before the Board to contest the proposed charge or

assessment; 

 

A statement setting forth the procedures to request a hearing; 

 

A reasonable date by which the Owner must cure a continuing violation to avoid the proposed charge or assessment, if such an opportunity to cure is applicable.

To request a hearing, the Owner shall deliver a written notice to the Board not later than the tenth day after receiving the notice this required herein. If the Owner fails to make a timely request for a hearing, the right to that hearing is waived, and the Board immediately may impose a charge for damages or an enforcement
assessment pursuant to this Article. 

 

If an Owner requests a hearing, at least seven days prior to the hearing the Board shall provide the Owner with a written notice that includes the date, time, and location of
the hearing.

The Board shall not levy a charge or assessment before holding any hearing requested pursuant to this section.

Within thirty days following a hearing at which the Board imposes a charge or assessment, the Association shall deliver a written notice of the charge or assessment to the Owner.

Any written notice that this section requires shall be delivered to the Owner or any occupant of the dwelling unit by personal delivery, by certified mail, return receipt requested, or by regular mail.

The Association has a lien upon the estate or interest in any Lot for the payment of any assessment or charge levied in accordance with Article 11, as well as any related interest, administrative late fees, enforcement assessments, collection costs, attorney's fees, and paralegal fees, that are chargeable against the Lot and that remain unpaid ten days after any portion has become due and payable.

 

All of the following apply to a lien charged against a property
pursuant to this section:

 

The lien is effective on the date that a certificate of lien is filed for record in the
Office of the Recorder of Delaware County, pursuant to authorization by the Board of Directors of the Association. The certificate shall contain a description of the lot, the name of the Owner of the Lot, and the amount of the unpaid assessment or charge. It shall be subscribed to by the President or other designated representative of the Association.

 

The lien is a continuing lien upon the Lot against which each assessment or charge is made, subject to automatic subsequent adjustments reflecting any additional unpaid interest, administrative late fees, enforcement assessments, collection costs, attorney's fees, paralegal fees, and court costs.

The lien is valid for a period of five years from the date of filing, unless it is sooner released or satisfied in the same manner provided by law for the release and satisfaction of mortgages on real property or unless it is discharged by the final judgment or order of a court in an action brought to discharge the lien as provided in this section.

 

The lien is prior to any lien or encumbrance subsequently arising or created, except liens for real estate taxes and assessments of political subdivisions, and may be foreclosed in the same manner as a mortgage on real property in an action brought by the Association.

 

In any foreclosure action that the holder of a lien commences, the holder shall name the Association as a defendant in the action. The Association or the holder of the lien is entitled to the appointment of a receiver to collect rental payments due on the property. Any rental payment a receiver collects during the pendency of the
foreclosure action shall be applied first to the payment of the portion of the common
expenses chargeable to the Lot during the foreclosure action.

 

Unless prohibited by any Association governing documents, following any foreclosure action, the Association or an agent the Board authorizes is entitled to become a purchaser at the foreclosure sale.

 

A mortgage on a Lot may contain a provision that secures the mortgagee's advances for the payment of the portion of the common expenses chargeable against the Lot upon which the mortgagee holds the mortgage.

 

An Owner may commence an action for the discharge of the lien in the Court of Common Pleas of Delaware County if the Owner believes that the liability for the unpaid assessment or charge for which the Association filed a certificate of lien was improperly charged. In the action, if it is finally determined that the unpaid amount of the assessment or charge was improperly charged to the Owner or the Lot, the court shall enter an order that it determines to be just, which may provide for a discharge of record of all or a portion of the lien and an award of attorney's fees to the Owner.

 

 

The Association and all Owners, residents, tenants, and other persons lawfully in possession and control of any part of an ownership interest shall comply with any covenant, condition, and restriction set forth in any recorded document to which they are subject, and with the bylaws and the rules of the Association, as lawfully amended. Any violation is grounds for the Association or any Owner to commence a civil action for damages, injunctive relief, or both, and an award of court costs and reasonable attorney's fees in both types of action.

In any action relating to the common elements or to any right, duty, or obligation possessed or imposed upon the Association by statute or otherwise, the Association may sue or be sued as a separate legal entity. Service of summons or other process may be made upon the Association by serving the process personally upon the President of the Association or the person named as Statutory Agent of the Association. Any action brought by or on behalf of the Association shall be pursuant to authority granted by the Board of Directors.

 

 

In the event of a specific conflict between Ohio Revised Code Chapter 5312 and express requirements or restrictions in an Association governing document, the governing document shall control. Ohio Revised Code Chapter 5312 shall control if any governing document is silent with respect to any provision of the Ohio Revised Code.