THE EQUESTRIAN ACRES AND EQUESTRIAN GLEN HOMEOWNERS ASSOCIATION, INC.
Covering Equestrian Acres, Phases I, II, IIIA-F, and Equestrian Glen, plats of which are duly recorded with the Palmer Recording District, Third Judicial District, State of Alaska as follows: Equestrian Acres, Phase I, filed as Plat No. 85-27; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase II, filed as Plat No. 86-111; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase IIIA, filed as Plat No. 2001-32; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase IIIB, filed as Plat No. 2002-21; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase IIIC, filed as Plat No. 2004-1; Plamer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase IIID, filed as Plat No. 2002-76; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase IIIE, filed as Plat No. 2003-11; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Acres, Phase IIIF, filed as Plat No. 2003-75; Palmer Recording District; Third Judicial District; State of Alaska. Equestrian Glen Subdivision, filed as Plat No. 2002-5; Palmer Recording District; Third Judicial District; State of Alaska, and filed in accordance with articles of incorporation, as amended April 8, 2003, under State of Alaska, DCED file #39364-D.
ARTICLE I. OFFICES
Section 1.01. Registered Office: The corporation shall maintain a registered office in the State of Alaska, as required by law.
ARTICLE II. MEMBERSHIP MEETINGS
Section 2.01. Meeting Place(s): Meetings of members- special, annual, or otherwise duly called- shall be held in a location designated by the Board of Directors that is reasonably accessible to all members and not of an excessive distance from the locality which is served by the corporation. The above notwithstanding, any meeting place is valid if voted acceptable by written consent of all members attending.
Section 2.02. Time of Annual Meeting: The annual meeting of members shall be held upon any day (excluding Saturdays, Sundays, or any State or Federal, or otherwise publicly designated holiday) and at any hour between 5:00pm and 8:00pm, in the month of October as voted unanimously by a quorum of the board of directors. The duration of the meeting shall be limitless. At such meetings the following minimum required activities shall be undertaken: Election of board directors; Ratification of the Annual Budget; Reporting to the membership on the affairs of the corporation.” Any other business within the powers of the members may be considered as well, but is not a requirement.
Section 2.03(a). Notice of Meetings: Notice of all meetings of members shall be given to members entitled to vote by the Board of Directors acting in unison, or at the request of the Board by any single board member charged with the duty.
Section 2.03(b). Method of Notice: Notice of meeting may be given by the Board of Directors, as designated above, to all members entitled to vote (defined as those members who have paid their annual assessments in full) by any or all of the following means: Written notice sent by mail; written notice sent by FAX; written notice hand-delivered to the street address(s) of the member(s); notice conveyed by e-mail or other verifiable electronic means; common notice published in a local periodical; common notice displayed on a member-specific website; and/or telephonic notice, provided a written log is kept detailing who has been contacted that is available for inspection by all members.
Section 2.03(c). Time of Notice: Notice of any meeting of members shall be conveyed in one or more of the modes authorized in Section 2.03(b) not less than ten (10) calendar days prior to the meeting date to all members entitled thereto.
Section 2.03(d). Content of Notice: All notices of meeting must include the date, time, location, and reason for the meeting.
Section 2.03(e). Continuance of Meeting: In the event a meeting is continued to a later date and/or time, the Board of Directors must make a reasonable effort to serve notice to all members entitled thereto of the continuance. In the absence of a continuance, all meetings are considered adjourned as of the same date as they are held.
Section 2.04. Special Meetings: A special meeting of the members may be called by the President and/or the Board of Directors acting in unison if such a meeting is requested in writing by at least 10% of the membership entitled to request such a meeting (defined as those members who have paid their annual assessments in full). The written request must include the signatures of the requesting members and a stated purpose for the meeting. Such a request may be denied by the Board of Directors if it so votes.
Section 2.05(a). Quorum of Members: This section applies to all
business conducted at the Annual Meeting provided for in Article II, Section 2.02, and to all changes made to the recorded Covenants, Conditions, and Restrictions provided for in Article XII, Section 12.01. A quorum shall exist for purposes of changing the Covenants, Conditions, and Restrictions when 75% of the membership is present, or present by proxy or by ballot. Further, changes to the Covenants, Conditions, and Restrictions require a majority vote of a quorum of the board of directors as well to be called for at a meeting specific to the changes contemplated. A quorumshall exist for purposes of the election of board members, passage of the annual budget, and any other ratifications legally required when 50% of the membership is present, or present by proxy or ballot. All actions of the board of directors not identified hereinabove shall be deemed the conduct of regular business and not subject to a vote or quorum of the members. Such regular business shall be regulated by majority vote of a quorum of the board of directors only.
Section 2.05(b). Lack of quorum: In the absence of a quorum, as defined by Section 2.05(a), all motions and activities requiring said quorum must be suspended. The existing board of directors shall act provisionally and must endeavor to seek the quorum by providing to all members absent the opportunity to vote by ballot. Such ballots may be obtained via written form, or by verifiable electronic means. If, after these reasonable means are undertaken and a period of sixty days has passed with no quorum established, then in the case of all activities, except changes to the Covenants, Conditions, and Restrictions , whatever existing number of members were present, or present by proxy or ballot shall constitute a quorum and the decision of the majority of this total number of members shall stand. In the specific circumstance of a lack of quorum for any change to the Covenants, Conditions, and Restrictions, the change proposed, and any/all motions pertaining thereto are deemed to have failed.
Section 2.06. Proper conduct of Motions: Motions may be made by any member for purposes of changing any portion of the Covenants, Conditions, and Restrictions; removal of a board member or to petition for inclusion onto the board of directors to obtain a position provided for under Article IV, and vacant at the time of the petition; or to compel the board of directors to take actions required of it by law. Motions made for anything other than that described hereinabove are deemed motions out of order. If the member making an out of order motion desires to pursue the motion, the member must obtain a petition with the verifiable signatures of 51% of the membership in support of the motion. The motion will then be considered by the board of directors, and must be voted on by them. The motion may pass with a majority vote of a quorum of the board of directors.
Section 2.07. Voting Lists: The Board of Directors shall, in advance of the required Notice period as set forth in Section 2.03(c), make an alphabetical list of all members entitled to vote. This list must be kept at the registered office of the corporation at all times, as well as made available to all voting members at any meeting for which the list was created. The list must be available for inspection by any voting member during the Notice period.
Section 2.08. Votes per Member: Each member is entitled to one vote per property owned, as evidenced by a valid warranty deed or quitclaim deed duly recorded in the Palmer Recording District, establishing uncontested ownership.
Section 2.09. Method of Voting: Elections for directors, and votes for all other actions requiring such may be undertaken by any or a combination of any of the following methods: Written ballots returned by mail; written ballots returned by FAX; written ballots hand-delivered to the Board of Directors; Ballots conveyed by e-mail or other verifiable electronic means; and/or telephonic voting, provided a written log is kept documenting voting details including the name, address, and phone number of each voting member, and a clear indication of each voting member’s YES or NO vote on each measure or item subject to a vote. The voting log must be available for inspection at all times and accessible to all members. The telephonic means should be used as a last resort.
Section 2.10. Proxies: Every member entitled to vote may do so directly, or may assign the entitlement to a single agent empowered by a written proxy executed by the member and filed with the Board of Directors. Such proxies are valid for the period of 330 calendar days from the date of their execution and may be superseded by the member voting directly. A proxy can only be revoked or suspended in two ways: By a subsequent written revocation or suspension executed by the voting member and filed with the Board of Directors, or by a subsequent proxy executed by the voting member and filed with the Board of Directors naming a different agent to represent the voting member. All proxies must be approved for use by the Board of Directors.
Section 2.11. Consent of Absentees: No inferred or assumed consent shall be assigned to any entitled voting member who is not present at any meeting wherein a vote is taken.
Section 2.12. Action Without Meeting: Any action taken under any provision of the Alaska Business Incorporation Act by the Board of Directors, or at its behest, may be taken without a meeting of the members, provided those members entitled to vote on the action vote it’s authorization in a manner set forth in Section 2.09.
Section 2.13. Conduct of Meetings: At every meeting of the membership the President, or in his/her absence the Vice President, or in his/her absence the Treasurer, or in his/her absence a board member designated by a quorum of the Board of Directors shall act as chairperson of the meeting. The Secretary, or in his/her absence a board member designated by a quorum of the Board of Directors shall act as the secretary and record keeper of the meeting.
Section 2.14. Agenda of Meetings: The following order of business shall be observed at all annual and special meetings of members, as appropriate:
§ Roll Call (of board members present)
§ Reading of the minutes of previous meeting (informational – no ratification necessary)
§ Report of Officers
§ Report of Committees
§ Election of Directors
§ Unfinished (old) Business
§ New Business
§ Members to be heard
ARTICLE III. DIRECTORS
Section 3.01. Directors Defined: “Directors” when used in relation to any power or duty requiring collective action means, “Board of Directors.” All directors must be valid property owners of platted lot(s) situated within Equestrian Acres, Phases I, II, IIIA-F, or Equestrian Glen. They must also be entitled voting members (defined as members who have paid their annual assessments in full).
Section 3.02. Powers: Subject to the limitations of the Articles of Incorporation, as amended April 8, 2003 by Document # 39364-D (State of Alaska, DCED) and of the Alaska Business Incorporation Act which stipulate what actions must be authorized specifically by the members, all corporate power and authority to conduct and control the business and affairs of the corporation shall be exercised by, or under the authority of, a Board of Directors of not less than three (3) members.
Section 3.03. Number of Directors: The minimum number of directors of this corporation shall be three (3). The authorized number of directors may be changed by amendment of the Articles of Incorporation, requiring a resolution of the Board of Directors, or by a motion, duly voted by a quorum of entitled voting members as set forth in Section 2.05(a).
Section 3.04. Term of Office: Each director shall assume office effective the date of his/her election by a quorum of the entitled voting members, as set forth in Section 2.05(a), and remain in office until the conclusion of the next annual meeting, or until said director resigns, dies, or is removed from office. Each director may be re-elected for any number of successive terms.
Section 3.05(a). Vacancies: Board vacancies shall exist in the cases of death, resignation, or removal of a board member; an increase in the authorized number of board members; or at any annual meeting whereupon the terms of existing board members have expired.
Section 3.05(b). Declaration of Vacancy: The board of directors may declare vacant the office of any director who has been judged by a court as being of unsound mind, or has been convicted of a felony, or if within sixty (60) days after notice of his/her election, he/she fails to accept office (either in writing or by attending a regular, annual, or special meeting).
Section 3.05c. Filling Vacancies: Vacancies may be filled by a vote of the majority of the remaining directors, or a majority vote of the members. No Quorum is needed, just a majority vote of those present in person or by proxy at a regular, annual, or special meeting wherein the vacancy vote is called. A new director may take office at the time of the resignation or otherwise noted departure of the previous director.
Section 3.06. Removal of Directors: The entire Board of Directors, or any single director(s) may be removed from office by a vote of members holding the majority of the votes entitled to vote at an election of directors. A quorum of members must exist, as defined by Section 2.05(a).
Section 3.07. Place of Meetings: Regular meetings of the Board of Directors shall be held at either the registered principal office of the corporation or any
other location designated by the Board of Directors that is reasonably accessible to all board members and not of an excessive distance from the locality which is served by the corporation. The above notwithstanding, any meeting place is valid if voted acceptable by written consent of all board members attending.
Section 3.08. Regular Meetings: Regular meetings of the board of directors shall be held no more frequently than once a month, and no less frequently than once a calendar quarter. Only business transacted at a regular, annual, or special meeting shall be deemed valid and enforceable. No business conducted at a defectively called meeting shall be deemed valid and enforceable.
Section 3.09. Special Meetings: Special meetings of the Board of Directors may only be called by 1.) the President, or if he/she is unwilling or unable to call a special meeting, then 2.) by any two directors acting together. Written notice of a special meeting must be delivered to all current board members in writing or in person at least seven (7) calendar days in advance of the meeting date. Failure to deliver notice to all existing board members renders the special meeting defective and invalid. Board Members do not have to be present at the special meeting for it to be valid, but they do have to receive notice of the meeting.
Section 3.10. Quorum: A simple majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business.
Section 3.11. Majority Action: Any and all actions taken by a quorum of the board of directors shall be deemed the action of the full Board of Directors.
Section 3.12 Action by Consent of the Board without a meeting: Action required under any provision of the Alaska Business Incorporation Act may be taken without a meeting if all members of the Board shall individually or collectively consent in writing, or verifiable electronic means. Such consents must be filed as addendums to the minutes of the next Board meeting held after the actions taken.
Section 3.13 Adjournment: In the absence of a quorum of the Board of Directors, a meeting shall be adjourned until such time as a quorum exists. No notice need be given to absent directors of the adjournment.
Section 3.14. Conduct of Meetings: The President shall preside at all regular and special meetings of the board of directors, or in his/her absence, the Vice President, or in his/her absence any board member chosen by a majority of those board members in attendance, so long as a quorum exists.
Section 3.15. Compensation: Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee, or otherwise and receive compensation therefore. Conditions for the payment of compensation, which shall be specifically known as “directors fees” are as follows:
1. Paid once a year at such time as each director’s term expires, provided said director has attended all regular, special, and annual meetings personally, or has been excused there from in part or entirely by a majority of a quorum of the board of directors.
2. The same fee amount must be paid to each director. No one director may receive a fee that is greater or lesser than any other director.
3. The amount of the directors fee shall be set by a majority of a quorum of the Board of Directors at it’s first meeting of each new annual term.
4. The amount of the individual directors fee cannot exceed five percent of the total annual gross revenue received by the corporation in the calendar year immediately preceding the new term for which the fee amount must be established.
5. The total amount of all directors fees combined cannot exceed twenty-five percent of the total gross revenue received by the corporation in the calendar year immediately preceding the new term for which the fee amount must be established.
6. Regardless of the number of positions held, only one directors fee shall be paid to any single director.
Section 3.16: Indemnification of Directors and Officers: The Board of Directors may authorize the corporation to pay the expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former director, officer, or employee of the corporation in any action brought by a third party against such person, whether or not the corporation is joined as a party defendant, provided that the Board of Directors determines in good faith that the director, officer, or employee acted in good faith and within the scope of his/her authority, and for a purpose reasonably believed to be in the best interests of the corporation and/or its members. Payments may include amounts necessary to settle an action prior to a judgment. This section does not apply to any action instituted or maintained in the right of the corporation by members.
ARTICLE IV. OFFICERS
Section 4.01. Number and Title: The officers of the corporation shall be President, Vice President, Secretary, and Treasurer. The positions of President and Secretary must be occupied by distinct individuals, pursuant to Title 10 of the Alaska Non Profit Corporations Act. With the exceptions of President and Secretary, the Board of Directors may leave unfilled any position for any period of time.
Section 4.02. Election: The officers of the corporation, except such officers that may be appointed in accordance with the provisions of Sections 4.03 and/or 4.05 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he/she shall resign, become disqualified, be removed, or at the time of the election of a successor.
Section 4.03. Subordinate Officers: The Board may appoint such other officers or agents as the business of the corporation may require, for a period of time to be determined by the Board.
Section 4.04. Removal and Resignation: Any officer may be removed with or without cause by a majority of the directors currently in office at any regular or special meeting of the Board of Directors. Any officer or director who, without notice, fails to attend three successive regular meeting of the Board of Directors, shall be removed from the Board automatically. A reinstatement shall require a majority vote of a quorum of the Board of Directors. Any officer or director may resign at any time by conveying written notice to the President, or to the Board itself. Resignation shall become effective upon receipt of the notice by the President and/or the Board, or at such time specified in the notice.
Section 4.05. Vacancies: If the office of President, Vice President, Secretary, or Treasurer become vacant for any reason, the Board of Directors shall elect a successor to serve out the remainder of the unexpired term.
Section 4.06: Chairman of the Board: Repealed as of the date of ratification of these bylaws.
Section 4.07: President: The President shall be the chief executive officer of the corporation and shall , subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within this authority and in the course of his/her duties, the President shall:
· Conduct annual, regular, and special meetings
· Execute Instruments
· Hire and terminate employees
· Attend meetings
· Vote in matters requiring the breaking of a tie vote of the Board of Directors (in the absence of a tie, the President does not vote)
Section 4.08. Vice President: In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of the President.
Section 4.09. Secretary: The Secretary shall be responsible for the following specific duties:
· Certifying the Bylaws
· Recording meeting minutes
· Maintenance and exhibition of corporate records
· Maintenance of the membership register
· Seeing that all notices are duly given
· Serving as custodian of Records and Seal
· Any other duties conferred by the Board of Directors
Section 4.10. Treasurer: The Treasurer shall be responsible for the following specific duties, and shall serve the corporation under the auspices of a surety bond in the amount of no less than $50,000:
· Maintenance of all the corporation’s accounts
· Collection and disbursement of corporate funds
· Deposit of corporate funds to corporate accounts
· Exhibition of financial records
· Production of financial statements, annual reports, balance sheets, annual budgets, and other financial disclosures
· Financial reports to members
· Annual income tax returns
Section 4.11. Executive Committees: The Board of Directors may, by resolution passed a majority thereof, designate two or more of its members to constitute an executive committee and delegate to such committee, subject to the control of the Board, any of the powers and authority of the corporation except the power to repeal or amend the bylaws, or provisions of the article of incorporation. The Board of Directors may at any time modify, limit, or revoke all powers delegated to the executive committee and may, at any time, dissolve the executive committee.
Section 4.12. Other Committees: The Board of Directors may, by resolution passed by a majority thereof, designate two or more of its members to constitute a committee whose purpose shall be limited in scope and authority, and whose binding decision making authority shall be restricted to the scope of its defined purpose only. The Board of Directors may at any time modify, limit, or revoke all powers delegated to the committee and may, at any time, dissolve the committee.
Section 4.13. Salaries: No salaries, wages, or cash or non-cash direct compensation shall be paid to any Board Member and/or Officer of the corporation for any reason with the exception of annual directors fees as permitted under Section 3.15.
ARTICLE V. EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS
Section 5.01. Authority for Execution of Contracts and Instruments: The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances. Unless specifically so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 5.02. Instruments Containing Corporate Seal: Unless otherwise required by law, all contracts, promissory notes, deeds of trust, mortgages, security agreements, and/or any other corporate instruments or documents requiring the Corporate Seal shall be executed, and signed or endorsed by the President or Vice President AND by the Secretary or Treasurer.
Section 5.03(a). Bank Accounts and Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with a bank, credit union, or other federally insured financial institution as may be selected by a resolution of the Board of Directors. The Board of Directors may NOT delegate the selection of this financial institution/depository to anyone.
Section 5.03(b). Endorsements without Countersignature: Endorsements for deposit to the credit of the Corporation into any of its duly authorized depositories may be made without the countersignature of any board member or officer. Such endorsement may be made by hand stamped impression in the name of the Corporation, as undertaken by whatever third party has been duly authorized to do so by a resolution of the Board of Directors.
Section 5.03(c ). Signing of Checks, Drafts: All checks, drafts, or other forms of payment or evidences of indebtedness issued by the Corporation shall be signed by such person or persons and in such manner as shall be determined from time to time by a resolution of the Board of Directors.
ARTICLE VI. MEMBERSHIP RIGHTS.
Section 6.01. Establishment of Membership Rights: Membership in the Corporation is established with the creation of distinct and separately platted parcels of real property situated within the platted subdivisions known as Equestrian Acres, Phases I, II, IIIA-F, and Equestrian Glen, records of the Palmer Recording District (#311), Third Judicial District, State of Alaska.
Section 6.02. Restrictions on Membership Rights: Membership accrues only to those individuals, groups, or corporate entities who are entitled to the properties
described in Section 6.01 as evidenced by a valid warranty deed, quitclaim deed, or legally enforceable order of a court of the State of Alaska establishing ownership. Each discrete property entitles its owner(s) to one vote in the Corporation.
Section 6.03. Transfer of Membership Rights: Membership rights run with the properties so described in Section 6.01 and are not transferable under any circumstances. Only owners as defined in Section 6.02, or their legally designated agents may vote the membership rights established for the real property or properties owned.
ARTICLE VII. CORPORATE RECORDS, REPORTS, AND SEAL.
Section 7.01. Minutes of Corporate Meetings: The Corporation shall keep a record of minutes of all meetings of its directors and of its members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given thereof, the names of those present at directors meetings, the number of members present or represented at members meetings, and the proceedings thereof. Such record may be in written form, or may be stored on any electronic or data medium that allows for retrieval within a reasonable period of time.
Section 7.02. Records of Account: The Corporation shall keep and maintain adequate and correct account of its assets, liabilities, receipts, disbursements, gains, losses, properties, and business transactions. Such record may be in written form, or may be stored on any electronic or data medium that allows for retrieval within a reasonable period of time.
Section 7.03. Membership Register: The Corporation shall keep at the principle office, or at a place designated by a resolution of the Board of Directors, a membership register showing the names and addresses (both mailing and physical) of its members. Membership shall be established by proof of ownership of the property or properties, as defined in Section 6.01. Such record may be in written form, or may be stored on any electronic or data medium that allows for retrieval within a reasonable period of time for purposes of inspection, as provided in Section 7.04 of these bylaws.
Section 7.04. Annual Report: An annual report shall be prepared covering the financial activities of the Corporation that occurred from October 1 through September 30 of the year for which the report is prepared. This time period shall be known as the Corporation’s “fiscal year.” The report shall include the following financial statements which shall be formatted to Generally Accepted Accounting Principles (GAAP), and may be produced by a qualified 3rd party as chosen by a resolution of the Board of Directors:
· Balance Sheet – A listing of all assets and liabilities of the Corporation as of the the closing date of September 30 of the year.
· Income Statement – A report summarizing all of the income and all of the expenses of the Corporation ended September 30 of the year.
· Budget – A summary of the Corporation’s plan for income production and expenditures for the upcoming fiscal year, as defined as October 1 through September 30 of the year following that covered in the annual report.
Section 7.05. Inspection of Records by Members: All records hereinabove identified in Sections 7.01, 7.02, 7.03, and 7.04 shall be made available for inspection upon the written request of any member or members within a reasonable period of time from the date of the request. In the case of records identified in Section 7.04, such documents must be made available for inspection at all Annual Meetings of Members.
Section 7.06. Corporate Seal: The Board of Directors may adopt, use, and at will alter a corporate seal. Failure to affix the corporate seal upon any document or instrument does not affect the validity of the document or instrument.
ARTICLE VIII. CERTIFICATION, INSPECTION, AND AMENDMENT OF BYLAWS
Section 8.01. Certification and Inspection of Bylaws: The Corporation shall keep at its principal office for the transaction of its business the original or certified copy of these BYLAWS, as amended to date, certified by the SECRETARY of the Corporation. A valid copy of the bylaws shall be made available to any member(s) for inspection at such time as written request for inspection is received by any Director or Officer of the Corporation.
Section 8.02. Amendment of Bylaws: Except as prohibited by law, the Board of Directors may amend or repeal any portion of these bylaws. The Board may repeal these bylaws in their entirety and adopt new bylaws. In order for any amendment,
repeal, or adoption to take place, a motion must be made, seconded, and passed unanimously by a quorum of the Board of Directors.
Section 8.03 – Procedures Relating to Bylaws: Any amendment, or action of repeal to the bylaws, including adoption of new bylaws, must be entered into the meeting minutes of that meeting wherein the change to the bylaws was made. All amendments, acts of repeal, or adoptions of new bylaws must be documented in recordable form and publicly recorded with the Palmer Recording District, Third Judicial District, State of Alaska.
ARTICLE IX. CERTIFICATES OF MEMBERSHIP
Section 9.01. This section has been repealed and replaced with the following definition:
Evidence of membership shall no longer be a “certificate of membership” but shall be the same documentation of ownership required by the State of Alaska for the acquisition of real property. Such documentation may include, but is not limited to, a warranty deed, a quitclaim deed, an order of the court, a patent issued by the United States of America.
ARTICLE X. PROHIBITED ACTS BY CORPORATION
Section 10.01. Prohibited Acts of a Non-Profit Corporation: Pursuant to Section 509 of the IRS Code of 1954, this Corporation is barred from engaging in the following acts:
1. Self-dealing, as defined in Sec.4941(d) of IRS Code of 1954 which would give rise to liability for taxes imposed by Sec.4941(a) of the IRS Code of 1954.
2. Retaining excess business holdings, as defined in Sec.4943(c) of the IRS Code of 1954 which would give rise to liability for taxes imposed by Sec.4943(a) of the IRS Code of 1954.
3. Investments which imperil the exempt purposes of the Corporation, as defined in Sec.4944 of IRS Code of 1954, which would give rise to liability for taxes imposed by Sec.4944(a) of the IRS Code of 1954.
4. Making taxable expenditures, as defined in Sec.4945(d) of the IRS Code of 1954 which would give rise to liability for taxes imposed by Sec.4945(a) of the IRS Code of 1954.
ARTICLE XI. MANDATORY ACTS OF CORPORATION
Section 11.01. Mandatory Distributions: The Corporation shall distribute for each taxable year an amount sufficient to avoid liability for the taxes imposed by Sec.4942(a) of the IRS Code of 1954.
Section 11.02. Section 501(c), IRS 1954: The Corporation shall operate in accordance with all the provisions of this federal code.
Section 11.03. Dissolution: Corporate dissolution shall be in accordance with the provisions of Alaska Statute, specifically AS 10.20.005 and its amendments. Upon dissolution, and after the payment of all debts of the Corporation, the remaining property of the Corporation and its assets shall be disposed of by the Board of Directors in existence at the time of dissolution to a successor non-profit organization which in the judgment of the Board of Directors will best continue the objectives of the Corporation.
ARTICLE XII. INCORPORATION BY REFERENCE OF COVENANTS,
CONDITIONS, AND RESTRICTIONS.
Section 12.01. Covenants, Conditions, and Restrictions (CC&R’s): The covenants, conditions, and restrictions of Equestrian Acres, Phases I, II, IIIA-F, and Equestrian Glen are incorporated by reference in their entirety. In the event a provision of said covenants, conditions, and restrictions is in conflict with a provision of these bylaws, the provision found in the covenants, conditions, and restrictions shall take precedence.