Diamond, Ohio
|
DirectorY hH0ME |
Constitution Of Leisure Lake Membership Association, Inc.
This constitution is adopted for the mutual benefit and protection of Leisure Lake Park and its Members. The tenets and principles set forth constitute the rights and obligations of the members of Leisure Lake Membership Association, Inc.
This constitution, as a contract is enforceable according to its terms, by any of the parties and is subject to the Declaration of Covenants and Restrictions of Leisure Lake Membership Association Inc., as declared and recorded on May 10, 1980 at the Portage County Recorders office in Volume 978 page 372.
Article I Name, Principle Meeting Place and Purpose Section:
Article II Membership Definition Section:
Article III New Membership Requirements Section:
Article IV Non-Discrimination Policy Section:
Article V Meetings Section:
Article VI Location of Meetings Section:
Article VII Time of Meetings Section:
Article VIII Notification of Meetings Section:
Article IX Quorum Section:
Article X Voting by the Membership Section:
Article XI Establishment of Directors Section:
Article XII Powers and Responsibilities of the Board of Directo rsSection:
Article XIII Duties of the Board of Directors Section: President
Vice President
Treasurer
Secretary
Trustees
Entire Board
Article XIV Elections Section:
Article XV Nomination and Election Procedures Section:
Article XVI Amendments to the Constitution Section:
Article XVII Severalty Section:
Article XVIII Dissolution Section:
Leisure Lake Club, Inc.
INDEX The Covenants and Restrictions . .2-9 Declaration of Covenants and Restrictions .. 2 Article I Definitions 2 Article II Membership and Voting Rights ..2 Article III Property Rights .. 3 Article IV Maintenance Assessments . 4 Article V Campsite Restrictions .5
Article VI Conveyances .. ...7 Article VII General Provisions ... 8 Article VIII Amendment of Declaration ... .8 Article IX Annexation .. ..9 The By-Laws 9-15 Article I Definitions .. .9 Article II Name, Location and Applicability .....9 Article III Membership ..9 Article IV Voting Rights .10 Article V Property Rights ... .11 Article VI Board of Trustees .. . ....11 Article VII Officers ... . .13 Article VIII Meeting of Members . ..14 Article IX Books and Records ... .14 Article X Association Seal .. ... .14 Article XI Registers . .. .14 Article XII Amendments . .. .15
DECLARATION OF COVENANTS AND RESTRICTIONS LEISURE LAKE THIS DECLARATION OF COVENANTS AND RESTRICTIONS, made this 19th day of May, 1980, by Shadyside Corporation, an Ohio corporation, hereinafter referred to as "Declarant". WITNESSETH: WHEREAS, Declarant is the owner of certain property in the County of Portage, State of Ohio, which is more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"); and WHEREAS, Declarant desires to establish easements, restrictions, covenants and conditions for the purpose of protecting the value and desirability of the Property. NOW THEREFORE, Declarant hereby declares that all of the Property shall be held, sold and conveyed subject to the following easements, restrictions, covenants, and conditions which shall run with the Property and be binding on all parties having any right, title, or interest in the Property or any part thereof, their heirs, successors, and assigns, and shall inure to the benefit of each owner thereof. ARTICLE I Definitions Section 1. "Association" shall mean and refer to Leisure Lake Club, Inc., a Corporation Not-for-Profit, its successors and assigns. Section 2. "Development shall mean and refer to the existing Property, and additions thereto, as are subject to this Declaration or any Supplemental or Amended Declaration hereto. Section 3. "Common Areas" shall mean all real property or improvement on the Property which may be owned by the Association for the common use and enjoyment of the Owners. Section 4. "Declarant" shall mean and refer to Shadyside Corporation, an Ohio Corporation, its successors and assigns. Section 5. "Owner" means: a. Any person including Shadyside Corporation, who holds fee title to any interest in the development. b. Any person or legal entity who has contracted to purchase fee title to any interest in the development pursuant to a written agreement, in which case Seller, under said agreement, shall cease to be the Owner while said agreement is in effect. Section 6. "Member" shall refer to all those Owners who are members of the Association. Section 7. "By-Laws" means the by-laws of the Association. Section 8. "Phase" shall refer to a portion of the development identified by metes and bounds herein or in any amendment hereto. Section 9. " Phase I" shall refer to the portion of the development described in Exhibit "B" attached hereto and made a part hereof. Section 10. "Interest" as to Phase I shall refer to 1/500 undivided fee interest in Phase I of the development excluding common areas. Declarant reserves the right to amend this Declaration to further define "interest" as to any and all Phases of the development. Section 11. "Board" means the Board of Trustees of the Association. Section 12. "Improvement" means all buildings, out buildings, streets, roads, driveways, parking areas, fences, retaining and other walls, hedges, poles, antennae, and any other structures of any type or kind. Section 13. "Declaration" means this Declaration of Covenants and Restrictions for Leisure Lake, as the same may be amended or supplemented from time to time. Section 14. "Supplemental Declaration" means, in the case of real property beirg annexed to Leisure Lake, any recorded Supplemental Declaration of Declarant which incorporates the provisions of this Declaration therein by reference. ARTICLE II Membership and Voting Rights in the Association Section 1. Membership. Every person or entity who is an owner of an interest in the development which is subject to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. Section 2. Voting Rights. The Association shall have classes of voting membership as contained in the By-Laws from time to time. In addition to those voting rights granted herein and any provisions herein or in the By-Laws to the contrary notwithstanding. Shadyside Corporation shall have the following rights and powers. (a) Until such time as Shadyside Corporation has sold, conveyed or otherwise disposed of all the interests in the development, Shadyside Corporation shall retain the right to exercise all voting rights of the members of the Association, to receive on behalf of the members all notices and to exercise and perform all duties and functions of the Association. (b) Until such time as Shadyside Corporation has sold, conveyed, or otherwise disposed of all interests in the development, the Declaration of Covenants and Restrictions and/or the By-Laws shall not be changed, altered, amended or revoked with regard to the method of selecting the managing agent, the method and procedure of adopting rules and regulations pertaining to the conduct of members and the use of the Common Area and Facilities without the express written approval of Shadyside Corporation first had and obtained. ARTICLE III Property Rights Section 1. Members Easements of Enjoyment. Subject to the provisions of Section 3, every Member shall have a right and easement of enjoyment in and to all the Common Areas of the development including roads, recreation areas and parking areas, and such easement shall be appurtenant to and shall pass with the title to every interest in the development. Every owner of an undivided interest in any Phase of the Development wherein campsites are not designated to specific owners shall have the right to use campsites interchangeably as well as the road, recreation areas, parking areas and Common Areas; that is, campsites may be assigned temporarily to such member in a Phase of the Development other than the Phase in which they have a fee interest. Section 2. Title to Common Areas. The Declarant may retain the legal title to the Common Areas until such time as it has completed improvements thereon and until such time as, in the opinion of the Declarant, the Association is able to maintain the same but notwithstanding any provision herein, the Declarant hereby covenants, for itself, its heirs and assigns that it shall convey the Common Areas to the Association not later than June 1, 1990. Section 3. Extent of Members Easements. The rights and easements of enjoyment created hereby shall be subject to the following: (a) Both Declarant and the Association reserve the right (a) to enter into arrangement with other campgrounds or organizations whereby Members of the Association will have the right to utilize the facilities of such other organizations; and the members of such other organizations shall reciprocally have rights to use the facilities of Leisure Lake covered hereby and (b) to lease or rent campsites to non-members on a daily, weekly or one-season basis at rates to be established by them. (b) Every Owner of undivided interests in any Phase of the Development shall have the right to use campsites, roads, recreation areas, parking areas and common areas interchangeably; that is, campsites may be assigned to such members in a Phase of the Development other than the Phase in which they have an ownership interest. (c) the right of the Declarant and of the Association, in accordance with its Articles and By-Laws, to borrow money for the purpose of improving the Common Areas and in aid thereof to mortgage said properties. In the event of a default upon any such mortgage the lenders rights hereunder shall be limited to a right, after taking possession of such properties, to charge admission and other fees as a condition to continued enjoyment by the members and, if necessary, to open the enjoyment of such properties to a wider public until the mortgage debt is satisfied whereupon the possession of such properties shall be returned to the Association and all rights of the Members hereunder shall be fully restored; and (d) the right of the Association to take such steps as are reasonably necessary to protect the above-described properties against foreclosure; and (e) the right of the Association, as provided in its Articles and By-Laws, to suspend the enjoyment rights of any Member for any period during which any assessment remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and (f) the right of the Association to charge reasonable admission and other fees for the use of the Common Areas; and (g) the right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members. Section 4. Reservation of Easements. Notwithstanding the title or interest of an owner in any Phase of the development or in the Common Areas, there is reserved to Declarant, in addition to any reservations of Easements of Record, all right title and interest in and to any oil, gas or other minerals in and from the Property including the right to access to the Property and the right to drill and maintain mines or wells on the Property and to remove such oil, has or minerals by pipeline or otherwise. In addition, Declarant, for itself, its successors and assigns, reserves an easement on all of the property of the Development including each and every campsite, with the right of ingress and egress thereon for purposes of installing and maintaining roads, utility lines, gas and water mains and lines, sewer lines, manholes and drainage ditches and appurtenance thereto; together with the right to trim, cut or remove any trees and brush where necessary and the right to locate guy wires, braces and anchors where necessary. ARTICLE IV Covenant for Maintenance Assessments Section 1. Creation of the Lien and Personal Obligations of Assessment. Each owner of any interest, except the Declarant, by acceptance of a deed thereto, or upon the execution of any agreement to purchase the fee title to any interest, whether or not it shall be so expressed in any such deed or agreement, shall be deemed to covenant and agree to pay to the Association: (1) annual assessments or charges; (2) special assessments for capital improvements, such assessments to be fixed, established and collected from time to time as hereinafter provided; (3) a one time initiation fee. The annual and special assessments and initiation fee together with interest accrued thereon and costs of collection thereof as hereinafter provided, shall be a charge on the land or interest and shall be a continuing lien upon the interest against which each such assessment is made. Each such assessment and initiation fee together with interest accrued thereon and the cost of collection thereof as hereinafter provided shall also be the personal obligation of the person who was the Owner of such interest at the time when the assessment fell due. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the owners of interest in the Development and in particular for the improvement and maintenance of properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Areas, including, but not limited to, the payment of taxes and insurance thereon and repair, replacement, and additions thereto, and for the cost of labor, equipment, materials, management, and supervision thereof. Section 3. Date of Commencement of Annual Assessments. The annual assessments shall commence on the date (which shall be the first day of a month) fixed by the Board of Trustees of the Association to be the date of commencement. The first annual assessments shall be made for the balance of the calendar year and sall become due and payable on the day fixed for commencement. The assessments for any year, after the first year, shall become due and payable on the first day of May of said year. Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments, the Association may levy in any assessment year a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Areas, including the necessary fixtures and personal property related thereto. The due date of any special assessment under this Section hereof shall be fixed in the resolution authorizing such assessment. Section 5. Effect of Non-Payment of Assessment; The Personal Obligation of the Owner; The Lien; Remedies of Association. If the assessments are not paid on the date when due, then such assessment shall become delinquent and shall, together with accrued interest thereon and cost of collection thereof as hereinafter provided, become a continuing lien on the interest which shall bind such interest in the hands of then Owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the then Owner to pay such assessment, however, shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them. If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the rate of tem (10) percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or to foreclose the lien against the Owners interest, and there shall be added to the amount of such assessment the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such judgment shall include accrued interest on the assessment as above provided and reasonable attorneys fee to be fixed by the court together with the costs of the action. Section 6. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the interest subject to assessment; provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such interest pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Such sale or transfer shall not relieve such interest from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment. Section 7. Exempt Property. The following property subject to this Declaration shall be exempted from the assessments, charge and lien created herein: (a) all properties to the extent of any easement or other interest therein dedicated and accepted by the local public authority and devoted to public use; (b) all Common Areas as defined in Article 1, Section 3 hereof; (c) all properties exempted from taxation by the laws of the State of Ohio, upon the terms and to the extent of such legal exemption; (d) any interest owned by the Declarant until the Declarant has sold all of the interests in the Development. ARTICLE V Campsite Restrictions The following shall be applicable to all interests in Phase I of the Development: Section 1. Fences. All campsite lines shall be kept free and open and o building, fence, wall or other structure shall be commenced, erected or maintained upon the Development, no shall any exterior addition to, or change or alteration therein be made by anyone except the Association or Declarant. Section 2. Nuisances. No noxious or offensive activities or nuisances shall be conducted by the interest owners. Section 3. Signs. No person, except the Declarant or Association, shall erect or maintain any sign or advertisement upon any campsite. Section 4. Garbage and Refuse Disposal. No Owner shall burn trash, garbage or other like household refuse on any campsite, nor shall any Owner accumulate litter, refuse or garbage, except in receptables provided for such purposes. Section 5. Removal of Trees. No tree may be removed from any campsite except by the Declarant or the Association. Section 6. Campsite Use. An Owner may not use the same campsite for more than two (2) consecutive weeks. Section 7. Motor Vehicles. No motor vehicles of any type shall be operated off the roads within the Development. The only motor vehicles allowed to be operated on the roads within the Development are the private automobiles and trucks of the Owners unless written permission is first obtained from the Association. Section 8. Limitations on Use. No campsite shall be used by its Owner as his or her residence, nor shall any dwelling be erected thereon. No more than eight (8) individuals may use any campsite at any one time. Section 9. The term "recreational vehicle" for the purpose of these covenants, shall include tents. Section 10. The recreational vehicle to be placed on any site must be approved by the Association. Section 11. No home made vehicles or converted buses, motor-bikes, dirt-bikes, mini-bikes, or similar type vehicles will be permitted within the Development. Section 12. No more than one tent and one recreational vehicle will be permitted on any campsite. Section 13. No animals or livestock of any description, except the usual household pets, shall be kept on any campsite. All house-hold pets must be kept on a leash. Section 14. No stripped down, partially wrecked or junk motor vehicle or sizeable part thereof, and no discarded or abandoned material of any kind shall be permitted to be parked or stored upon any campsite or along any service driveway, street, park area or Common Areas within the Development. Section 15. No vehicle shall be parked on or along any street or service driveway of Common Areas within the Development except on designated parking areas or lots. No commercial truck shall be parked for storage at any time on any campsite in the Development except during deliveries or servicing. Section 16. All outdoor clothes poles, clothes lines and similar equipment shall be so placed or screened by shrubbery as not to be visible from any street, service driveway or community property within the Development. Section 17. All campsites, whether occupied or unoccupied, and any improvements placed thereon shall at all times be maintained in such manner as to prevent their becoming unsightly by reason of unattractive growth on such campsite or the objectionable accumulation of rubbish or debris thereon. Section 18. No noxious, offensive or illegal activities shall be carried on any campsite nor shall anything be done on any campsite that shall be or become an unreasonable annoyance or nuisance to the neighborhood, nor shall grease, cooking oils or animal fats be poured or spilled onto the ground within the Development. Section 19. No campsite shall be used for commercial purposes or for any purpose other than camping. Section 20. Any structures or material on any campsite in the Development which may be destroyed in whole or in part by fire, windstorm, or any other cause or act of God must be rebuilt or all debris removed and the campsite restored to a sightly condition with reasonable promptness; provided, however, that in no event shall such debris remain longer than one week. Section 21. No trash ashes, garbage or other refuse shall be dumped or stored or accumulated on any campsite. No burning of wood, leaves, trash, garbage or other refuse shall be permitted without a "burning permit" secured from the Association. Section 22. No open fires shall be permitted of any kind on any campsite except within the confines of a fireplace or approved design, a barbeque pit of approved design, a clear space of ground encircled with large stones and in a approved manner, a metal cooking device of approved design. Section 23. No camping shall be permitted in any easement area, within the setback areas or in any Common Areas, streets or service driveways without the permission of the Association. Section 24. No vehicle of any type may be driven or towed in a reckless manner on or along any street or service driveway within the Development. Furthermore, all such vehicles must observe speed restrictions and noise limitations throughout the Development as established or changed from time to time by the Association. Section 25. No recreational vehicle or other structure on any campsite, shall be placed on the campsite nearer than twenty (20) feet from a street on which the campsite fronts, or nearer than five (5) feet from the sideline and ten (10) feet from the rear property line of the campsite. Section 26. All household pets which are permitted to enter upon or remain within the Development must be constantly under The effective control of their owners. Section 27. No hunting or shooting of firearms is permitted on any campsite or within the Development. Section 28. All recreational vehicles which are maintained on any campsite must be in good condition and painted and maintained on the exterior. Section 29. No recreational vehicle placed on a campsite may be leased or rented by its owner without the written consent of the Association. Declarant reserves the right to amend this Article. ARTICLE VI Conveyances Section 1. Restriction on Transfer. In order to assure a community of congenial residents, and thus protect the value of the interests, and to further the continuous harmonious development of the Development, the sale, sublease, assignment of lease and all successive transfers, sales, leases, subleases or assignments, leases and mortgage of interests shall be subject to the provisions set forth in Section 3, 4 and 5 of this Article. Section 2. Enforcement. In the event of an attempted conveyance in contravention of the provisions herein contained, the Association shall have the right to enforce these provisions by legal proceedings, by injunctive proceedings, or by any legal means calculated to produce compliance. Section 3. Provisions. (a) An Owner, intending to make a bona fide sale, sublease, assignment, mortgage or lease of his interest, or any interest therein, shall give to the Association a written notice of his intention to so transfer or encumber, together with the name and address of the intended purchaser, mortgagee or lessee, and such other information as the Association may reasonably require, and the term of the proposed transaction. The giving of such notice shall constitute a warranty and representation by the interest owner, that said contract is bona fide in all respects. (b) Within twenty (20) days after the receipt of such notice the Association shall either approve of the transaction or furnish a purchaser or lessee approved by the Association and give notice thereof to the interest owner desiring to sell or lease, such purchaser or lessee to be one who will accept the transaction upon terms as favorable to the seller as the terms stated in the notice, except that a purchaser or lessee furnished by the Association may have not less than thirty (30) days, subsequent to the date of approval, within which to close. (c) Approval shall be in recordable form signed by an executive officer of the Association, and shall be delivered to the purchaser or lessee and made a part of the conveyance documents. (d) Failure of the Association to act in twenty (20) days shall be deemed to constitute approval in which event the Association must, in demand, prepare and deliver approval in recordable form. Section 4. Payment of Assessments. No Owner shall sell or lease, nor shall approval be given until and unless all assessments past due are paid, or their payment provided for, to the satisfaction of the Association. Section 5. Owner Remains Liable. If an Owner shall lease his interest, he shall remain liable for the performance of all of the agreements and covenants in this Declaration, and shall be liable for all payments required to be made pursuant thereto. No Owner shall lease his interest for a period less than one year. Section 6. Conveyance Subject to Declaration. Every purchaser, or lessee, who acquires any interest in the Development shall acquire the same subject to this Declaration, the provisions of the By-Laws and Articles of Incorporation of the Association. Section 7. Successors. If the Owner of an interest should die and the title to his interest shall pass to his surviving spouse or to any member of his family regularly in residence with him in the interest prior to his death, who is over the age of seventeen (17) years, then such successor in title shall fully succeed to the ownership rights, duties and obligations of the Owner, the provisions of this Article of Declaration notwithstanding. Section 8. Offer to Association. If the title to the interest of such deceased Owner shall pass to any person other than a person or persons designated in Section 7 above, then within sixty (60) Days of such person or persons taking title, occupancy or possession of the interest of the deceased Owner, he shall advise the Association in writing of his intention of using the interest and of his or their current address. The Association shall have thirty (30) days thereafter to advise said person or persons in writing, delivered or mailed to the said current address, whether or not his or their ownership of the interest is approved. The failure of the Association to give such advise within the said thirty (30) days shall be deemed automatic approval. If the Association does not approve the ownership of the interest by said person or persons and so notified them, said person or persons shall have procured a purchaser at it fair market value, which purchaser may be the Association. Thereupon, the person or persons having title and possession of said interest shall execute such papers and documents as the Association may require to effect the transfer of title, possession and occupancy of the interest, and shall deliver possession and occupancy of the interest to such purchaser. Section 9. Nothing in this Article shall be deemed to reduce the obligation of any Owner at the time of his death nor the assessment attributable to the interest becoming due after the Owners death, all of which shall be fully due and payable as if the Owner had not died. Section 10. Waiver of Partition. No Owner or other person or entity acquiring any right, title or interest in the Development shall seek or obtain through any legal procedures, judicial partition of the Development or sale of the Development in lieu of partition at any date prior to the expiration of this Declaration. If, however, common or as joint tenants, nothing herein contained shall prohibit a judicial sale of the interest in lieu of partition as between such cotenants or joint tenants. Section 11. Nothing herein contained shall prevent the sale and transfer of an interest by the Owner thereof in the manner otherwise provided in this Declaration. ARTICLE VII General Provisions Section 1. Duration. The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any land or interest subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of thirty (30) years from the date of this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless an instrument signed by the then Owners of two-thirds (2/3) of the interests has been recorded, agreeing to change said covenants and restrictions in whole or in part. Provided, however, that no such agreement to change shall be effective unless made and recorded three (3) years in advance of effective date of such change, and unless written notice of the proposed agreement is sent to every Owner at least ninety (90) days in advance of any action taken. Section 2. Notices. Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as Member or Owner on the records of the Association at the time of such mailing. Section 3. Enforcement. Enforcement of these covenants and restrictions shall be by any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction, either to restrain violation or to recover damages, and against the land to enforce any lien created by these covenants; and failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. Section 4. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 5. Controlling Law. This Declaration shall be construed according to the law of the State of Ohio. ARTICLE VIII Method of Amendment of Declaration This Declaration may be amended at any regular or special Meeting of the Association, called and convened in accordance with the By-Laws; provided, however, that the Developer shall be members of the Association subject to Article II, Section 2 hereof, provided, however, that the Developer shall have the authority to amend without such meeting those portions reserved to Developer hereunder. In addition, Declarant reserves the right to add by amendment or Supplemental Declaration, permissible uses for the Property, modified restrictions or covenants including limited or restricted uses of Common Areas therein in addition to the provisions of this Declaration. The amendment shall become effective upon recording. No amendment shall change the rights and privileges of the Declarant without the applicable partys written approval. ARTICLE IX Annexation A. Property to be Annexed. The declarant may, from time to time and in its sole discretion, annex to the Development any other real property owned by the Declarant which is contiguous or adjacent to or in the immediate vicinity of the Development. B. Manner of Annexation. The Declarant shall effect such annexation by recording a plat of the real property to the annexed and by recording a Supplemental Declaration which shall: (1) Describe the real property being annexed and designate the permissible uses thereof; (2) Set forth any new or modified restrictions or covenants which may be applicable to such annexed property, including limited or restrictive uses of Common Areas; and (3) Declare that such annexed property is held and shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved subject to the provisions of this Declaration. Upon the recording of such plat and Supplemental Declaration, the annexed area shall become part of the Development, as fully as if such area were part of the Development on the date of recording of this Declaration. BY-LAWS OF LEISURE LAKE CLUB, INC. A NON-PROFIT CORPORATION ARTICLE I Definitions Section 1. Definitions. The terms used in these By-Laws, unless the context requires otherwise or unless otherwise specified herein, shall have the same meaning as in the recorded Declaration of Covenants and Restrictions for Leisure Lake. ARTICLE II Name, Location and Applicability Section 1. Name. The name of the association is LEISURE LAKE CLUB, INC., a Non-Profit Corporation (The "Association"). Section 2. Location. The principal office of the Association shall be located in Portage County, Ohio. Meetings of the Board of Trustees may be held at such places designated by the Board in accordance with the provisions of these By-Laws. Section 3. Applicability. These By-Laws are applicable to all Owners of an interest in the development which is subject by covenants of record to assessment by the Association, their families, tenants and guests, and any other person residing in or occupying an interest in the development. Each and every person who accepts a deed to, a lease of, or who occupies any interest in the development thereby consents to be bound by the provisions of these By-Laws. ARTICLE III Membership Section 1. Every person or entity who is a record owner of a fee or undivided fee interest in the development which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. Section 2. The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against each owner of and becomes a lien upon the interest against which such Assessments are made as provided by Article IV of the Declaration of Covenants and Restrictions to which the development is subject. Section 3. The membership rights of any person whose interest in the development is subject to assessments may be suspended by the action of the Trustees during the period when the assessments or fees remain unpaid; but, upon payment of such assessments or fees his rights and privileges shall be automatically restored. If the Trustees have adopted and published rules and regulations governing the use of the common properties and facilities, and the personal conduct of any person thereon, they may in their discretion, suspend the rights of any such person for violation of such rules and regulations for a period not to exceed thirty (30) days. ARTICLE IV Voting Rights Section 1. Voting Rights. The Association shall have the following classes of voting membership: Class A. Class A members shall be all those owners of a 1/500th interest in Phase I of the development. Class A members shall be entitled to one vote for each 1/500th interest in the development in which they hold the interests required for membership by Section 1. When more than one person holds such interest or interests in any 1/500th interest, all such persons shall be members, and the vote for such 1/500th interest shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such 1/500th interest. These By-Laws may be amended to provide other classes of members with reference to interest in Phases of the Development. In addition to those voting rights granted herein and any provisions herein or in the By-Laws to the contrary notwithstanding, Shadyside Corporation shall have the following rights and powers: a) Until such time as Shadyside Corporation has sold, conveyed or otherwise disposed of all of the interests in the development, Shadyside Corporation shall retain the right to exercise all voting rights of the members of the Association and to exercise and perform all of its duties and functions and to receive all notices on behalf of members of the Association. b) Until such time as Shadyside Corporation has sold, conveyed, or otherwise disposed of all interests in the development, the Declaration of Covenants and Restrictions and/or the By-Laws shall not be changed, altered, amended or revoked with regard to the method of selecting the managing agent, the method and procedure of adopting rules and regulations pertaining to the conduct of members and the use of the Common Area and Facilities without the express written approval of Shadyside Corporation first had and obtained. Section 2. Proxy. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the designated time of each meeting. Section 3. Majority Vote. Acts authorized, approved or ratified by the casting of a majority of the votes represented at a meeting at which a quorum is present, in person or by proxy, shall be the acts of the Association, except where a higher percentage vote is required by these By-Laws or by law, and shall be binding for all purposes. Section 4. Actions Without Meeting. Any action which may be taken at a meeting of the membership may be taken without a meeting if a consent or ratification, in writing, setting forth the action so taken or to be taken shall be signed by persons who would be entitled to cast fifty-one percent (51%) of the votes of membership of the Association at a meeting and such consent is filed with the Secretary of the Association and is inserted in the Minute Book thereof. Section 5. Designation. An Owner or Owners of a interest in the development shall designate in writing delivered to the Secretary of the Association from among such Owner or Owners of such interest, or a member of the immediate family of such Owner or Owners, and such member shall represent the Owner or Owners of such interest in connection with the activities of the Association and exercise the voting rights thereof. Such designation shall be valid until revoked in writing delivered to the Secretary or until such Owner sells his interest, whichever event shall first occur.
ARTICLE V Property Rights and Rights of Enjoyment Of Common Property Section 1. Each member shall be entitled to the use and enjoyment of the Common Properties and facilities as provided by the Declaration of Covenants and Restrictions. Section 2. Any member may delegate his rights of enjoyment in the Common Properties and Facilities to the members of his family who reside upon the development. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member of such person. The rights and privileges of such person are subject to the suspension to the same extent as those of the member. ARTICLE VI Board of Trustees, Number, Powers, Meetings Section 1. Number. The business and affairs of the Association shall be governed by a Board of Trustees (herein sometimes referred to as the "Board") all of whom, after Shadyside Corporation has sold, conveyed, or otherwise disposed of all the interests in the development shall be an owner of an interest which is subject by covenants of record to assessment by the Association at all times during their term as trustees. The initial Board shall consist of three (3) individuals whose names are set forth in the Articles of Incorporation. From and after the date of the first annual meeting of the Association, there shall be three (3) trustees, Each trustee shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. Section 2. Powers and Duties. The Board of Trustees shall have power: a) To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fifth (1/5th) of the voting membership, as provided in Article VIII, Section 3. b) To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these By-Laws shall be construed to prohibit the employment of any Member, office or Trustee of the Association in any capacity whatsoever. c) To establish, levy and assess, and collect the annual assessments, special capital assessments, social dues or charges. d) To adopt and publish rules and regulations governing the use of the common properties and facilities and the personal conduct of the members and their guests thereon. e) To exercise for the Association all powers, duties and authority vested in or delegated to this Association, except those reserved to the meeting or to members in the covenants. f) In the event that any member of the Board of Trustees of this Association shall be absent from three (3) consecutive regular meetings of the Board of Trustees, the Board may by action taken at the meeting during which said third absence occurs, declare the office of said absent Trustee to be vacant. It shall be the duty of the Board of Trustees: a) To 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 meeting or any special meeting of the members. b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed. c) As more fully provided in Article IV of the Declaration of Covenants and Restrictions applicable to the development. 1) To fix the amount of the assessment against each interest for each assessment period at least thirty days in advance of such date or period and, at the same time; 2) To prepare a roster of the interests and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any member, and at the same time; 3) To send written notice of each assessment to every owner subject thereto. d) To issue, or to cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid. Section 3. Management. The Board of Trustees may employ for the Association a managing agent under such terms and conditions as the Board may authorize; provided, however, the Board shall not delegate to such agent the complete and total responsibility of the Association in violation of the Non-profit Corporation Act of Ohio. Such managing agent shall have such duties and shall receive such compensation as determined by the Board. Section 4. Election and Term of Office. At the first annual meeting of the Association the members thereof shall elect one Trustee for an initial term of three (3) years, on Trustee for an initial term of two (2) years, and one Trustee for an initial term of one (1) year. At the expiration of the initial term of each respective Trustee his successor shall be elected for a term of three (3) years. Cumulative voting is not permitted. Section 5. Vacancies. Vacancies on the Board of Trustees caused by any reason shall be filled by vote of the majority of the remaining Trustees, even though they may constitute less than a quorum, and each person so elected shall be a Trustee until a successor is elected at the next annual meeting of the Association. Section 6. Removal of Trustees. At any regular or special meeting of the Association duly called, any one or more of the Trustees may be removed with or without cause by an affirmative vote of seventy-five (75%) percent of the voting members and a successor may then and there be elected to fill the vacancy thus created. Any Trustee whose removal has been proposed by any Owner or Owners shall be given an opportunity to be heard at such meeting. Sale of his interest by a Trustee automatically terminates his Trusteeship. Section 7. Regular Meetings. The first regular meeting of the Board of Trustees shall be held immediately following the first annual meeting of the members of the Association and regular meetings thereafter shall be held on such dates and at such place and hour, but not less frequently than biannually, as may be fixed from time to time by resolution of the Board. Notice of regular meetings of the Board shall be given to each Trustee, personally or by mail, telephone or telegraph, at least three days prior to the day of such meeting; provided, however, notice of the first regular meeting shall not be required to be given to the Trustees provided that majority of the entire Board is present at such meeting. Should any such meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Section 8. Special Meetings. Special meetings of the Board of Trustees may be called by the President on three days notice to each Trustee, given personally or by mail, telephone or telegraph, which notice shall state the date, time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Trustees shall be called by the President or Secretary in like manner on like notice upon the written request of at least two Trustees. Section 9. Waiver of Notice. Before or at any meeting of the Board of Trustees any Trustee may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a trustee at any meeting of the Board shall be a waiver of notice by him of the date, time and place thereof. If all of the Trustees are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 10. Quorum. At all meetings of the Board of Trustees, a majority of the then qualified Trustees shall constitute a quorum for the transaction of business, and the acts of the majority of the Trustees present at a meeting at which a quorum is present shall be the acts of the Board of Trustees. If, at any meeting of the Board of Trustees, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Section 11. Compensation. No Trustee shall receive compensation for his service as a Trustee, nor shall the Association make any loan, directly or indirectly, to a Trustee; provided, however, a Trustee may be reimbursed for the expenses incurred by him in the Performance of his duties. Section 12. Action by Board Without a Meeting. The Board of Trustees shall have the right to take any action which it could take at a meeting by obtaining the written approval of all Trustees thereto. Any action so approved shall have the same effect as though taken at a meeting of the Board. Section 13. Liability of Trustees. To the extent permitted by the Ohio Non-profit Corporation Act in effect at the applicable time, no Trustee shall be liable to any Owner for injury or damage caused by such Trustee in the performance of his duties unless due to the willful misfeasance or malfeasance of such Trustee. Furthermore, each Trustee shall be indemnified by the Association against all liabilities and expenses, including attorneys fees reasonably incurred and imposed upon him in connection with any proceeding to which he may be a party or in which he becomes involved by reason of his being or having been a Trustee of the Association, whether or not he is a Trustee of the Association at the time such expenses and liabilities are incurred, except in such cases where the Trustee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the interest of the Association. Such indemnity shall be subject to approval by the members of the Association only when such approval is required by the Non-profit Corporation Act of Ohio. ARTICLE VII Officers Section 1. Number and Election. There shall be elected annually by a majority vote of the Board of Trustees a President (who shall also be Chairman of the Board), a Vice President, a Secretary and a Treasurer. The office of Secretary and Treasurer may be filled by the same person. The Trustees may also elect from time to time such other officers as in their judgment may be needed. Section 2. Removal of Vacancies. Except as herein provided to the contrary, the officers shall be elected annually and hold office at the pleasure of the Board. A vacancy in any office may be filled by the Board at its next meeting. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 3. Duties. The duties of the officers shall be as follows:
Section 4. Compensation. Officers shall not be compensated on a regular basis for the usual and ordinary services rendered to the Association incident to their offices, nor shall the Association make loans, directly or indirectly, to any officer of the Association. The officers may be reimbursed for reasonable expenses incurred on behalf of the Association. Section 5. Liability of Officers. To the extent permitted by the Ohio Non-profit Corporation Ac in effect at the applicable time, no officer shall be liable to any Owner for injury or damage caused by such officer in the performance of his duties unless due to the willful misfeasance or malfeasance of such officer. Furthermore, each officer shall be indemnified by the Association against all liabilities and expenses, including attorneys fees, reasonably incurred and imposed upon him in connection with any proceeding to which he may be a party or in which he becomes involved by reason of his being or having been an officer of the Association, whether or not he is an officer of the Association at the time such expenses and liabilities are incurred, except in such cases where the officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association. Such indemnity shall be subject to approval by the members of the Association only when such approval is required by the Non-profit Corporation Act of Ohio. ARTICLE VIII Meeting of Members Section 1. Place of Meeting. Meetings of the Association shall be held at the office of the Association at Leisure Lake, Portage County, Ohio or at such suitable place convenient to the members as may be designated by the Board of Trustees. Section 2. Annual Meeting. Regular annual meetings shall be held on the first Saturday in June of each calendar year at then oclock A.M., unless otherwise provided by the Board of Trustees. If the date of the annual meetings shall fall on a legal holiday, the meeting shall be held at the same hour on the next following business day. Section 3. Special Meetings. Special Meetings of the Association may be called at any time by the President, by resolution of the Board of Trustees or upon the receipt by the Secretary of a petition signed by members holding greater than twenty percent (20%) of the total vote of the Association. The call of a special meeting shall be by notice stating the date, time, place, purpose and order of business of such special meeting. Only the business stated in the notice may be transacted at the special meeting. Section 4. Notice of Meetings. The Secretary shall mail a notice of each annual or special meeting, stating the time and place where it is to be held, to each member at the last address of such member furnished to the Secretary at least ten days prior to such meeting. Mailing notice as herein provided shall be deemed delivery thereof. Attendance of a member at a meeting, either in person or by proxy, shall constitute waiver of notice and any objection of any nature whatsoever as to the transaction of any business at such meeting. Notice given to one tenant in common, joint tenant or tenant by the entirety shall be deemed notice to all such Owners. Section 5. Quorum. At all meetings, regular or special, a quorum shall consist of the presence in person, or by proxy, of members holding greater than fifty percent (50%) of the total vote of the Association. If a quorum shall not be present at any meeting, a majority vote of that percentage present, in person or by proxy, may adjourn the meeting from time to time until a quorum can be obtained. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called by be transacted without further notice. ARTICLE IX Books and Records Section 1. Inspection. The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspection by any member at the principal office of the Association. ARTICLE X Association Seal Section 1. Description. The Association shall have a seal in circular form having within its circumference the words: "LEISURE LAKE CLUB, INC., a Non-Profit Corporation". ARTICLE XI Registers Section 1. The Secretary of the Association shall maintain a register in the Association office showing the name and addresses of members. Section 2. Any application for the transfer of a membership or for a conveyance of an interest or a lease thereof shall be accompanied by a screening-application fee in the amount to be determined by the Board of Trustees to cover the cost of contracting the references given by the applicant and such other costs of investigation that may be incurred by the Board of Trustees. Section 3. The corporation shall maintain a suitable register for the recording the pledged or mortgaged interests. Any pledges or mortgages of an interest, may but is not obligated to notify the Association in writing or the pledge or mortgage. In the event notice of default is given any member under an application provision of the By-Laws, the Articles of Incorporation, or the Declaration, a copy of such notice shall be mailed to the registered pledge or mortgagee. ARTICLE XII Amendments Section 1. These By-Laws may be amended by the Board of Trustees. Section 2. In the case of any conflict between the Articles of Incorporation and the By-Laws, the Articles shall control; and in the case of any conflict between the Declaration of Covenants and Restrictions applicable to the development referred to in Section 1 of these By-Laws, the Declaration of Covenants and Restrictions shall control.
Send mail to:
webmaster@leisurelakepark.com
with questions or comments about this web site. |