BY-LAWS OF WAGON WHEEL RANCH RECREATION CORPORATION
ARTICLE I
SHAREHOLDERS MEETING
Section 1. Place of Meeting. All meetings of the stockholders of this company shall be held at the principal office or place of business of the company in Donnelly, Valley County, Idaho, or at such other place or places, either within or without the State of Idaho a the Board of Directors may order or direct before the call of the meeting, and the place of meeting shall be stated in the notice or call for the meeting.
Section 2. Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other lawful business as may come before the meeting shall be held on the 3rd Saturday in May each calendar year; if a legal holiday then on the next Saturday thereafter. All business may be transacted at any annual stockholders meeting without further notice or special notice.
Section 3. Notice of Meetings.
Notice of all stockholders meetings shall be given to all stockholders entitled to vote at such meeting in the manner required by the laws of the State of Idaho, but such notice may be waved either before or after holding the meeting.
Section 4. Deferred Annual Meetings.
If for any reason the annual meeting of the stockholders is not held as hereinbefore provided, such annual meeting shall be called by the
President or by the Directors as soon as it conveniently may be. It shall be the duty of the Secretary, upon the request of the stockholders holding not less than twenty percent (20%) of the issued stock, if the election of directors had not been held as hereinbefore provided, to call a meeting of the stockholders as provided in Section 3 of this Article for the election of Directors and for the transaction of any business that may be considered at an annual meeting.
Section 5. Special Meetings.
Special meetings of the shareholders may be called at any time upon the conditions and in the manner provided by law. If the Secretary shall neglect or refuse to issue a call for special meeting within ten (10) days after being duly requested to do so, the Director or shareholder or shareholders making the request may issue the call for such meeting. Notice of such special meeting shall be given as provided in Section 3 of this Article.
Section 6. Consent Meetings.
Whenever all parties entitled to vote at any meeting, whether Directors or shareholders, consent either by writing on the records of the meeting filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doing of such meeting shall be a valid as if at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not expected from the written consent, or to the consideration of which no objection for want of notice is made at the time, and if any meeting being irregular for want of notice or such consent, provided a quorum was present at such meeting, the proceedings of such meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waved by a writing signed by all parties having the write to vote at such meeting; such consent or approval of shareholders may be by proxy or power of attorney in writing.
Section 7. Quorum. The provisions of the laws of the State of Idaho in affect at the time of the holding of any meeting, as to what shall continue a quorum, shall govern and control in all cases.
Section 8. Voting, Proxies. At all meetings of stockholders, each owner of stock shall be entitled to cast one (1) vote for each share of stock held by him that is not delinquent in payment of assessment as hereafter provided. Such vote may be cast in person or by proxy, but all proxies shall be in writing and signed by the stockholder, and shall designate the lot(s) to which the share is attached.
Section 9. Officers. The President of the company, or his designee, shall preside at all meetings of the stockholders. In the absence of the President or his designee, the Vice-President shall preside. In the absence of the officers, any stockholder may call the meeting to order and a chairman shall be elected from among the stockholders present. The Secretary of the company shall act as Secretary at all meetings of the stockholders, but in his absence, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 10. Order of Business. At all meetings of stockholders, the following order of business shall be observed, as far as consistent with the purpose of the meeting, viz..
(1) Call the roll to determine the stock represented at the meeting.
(2) Report of notice and proof of calling a meeting.
(3) Reports of officers.
(4) Reports of committees.
(5) Unfinished business.
(6) New business.
(7) Election of directors.
(8) Miscellaneous business.
ARTICLE II
DIRECTORS
Section 1. Number. The property, business, and affairs of the corporation shall be controlled and managed by the Board of Directors. This Board shall be (5) in number. The Directors shall be elected annually and shall continue in office until their successors are elected and qualified. The number of the first Board or Directors shall be three (3). The number of Directors shall be fixed by majority vote of the shareholders at any annual meeting, or at any special meeting thereof called for such purpose.
Section 2. Quorum. A majority of the duly elected directors shall constitute a quorum, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except in cases where the status of the State of Idaho otherwise provide.
Section 3. Place and Time of Meeting. The directors may hold their meetings at such place or places in the State of Idaho or outside the State of Idaho as the Board may from time to time determine. Directors meetings may be held telephonically, or electronically over the internet. Unless otherwise ordered by the Board of Directors, a regular meeting of the Board shall be held immediately following the annual meeting of the stockholders in Donnelly, Idaho. No notice need be given any director of the regular meeting of the Board.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be held whenever called by the President or by two (2) of the Directors at the time being in office. The Secretary shall give notice of any special meeting by mailing such notice at least five (5) days before the meeting to each director, but such notice may be waived by any director. At any meeting at which every director shall be present, even though without any notice, any business may be transacted.
ARTICLE III
OFFICERS
Section 1. Executive Officers.
The executive officers of the company shall be a President, a Vice-President, a Treasurer, and a Secretary, and a Sergeant of Arms. They shall be elected by the stockholders and shall hold office for one (1) year and until their successors are elected and qualified, and shall, except as herein after provided, perform the usual duties pertaining to their respective offices. These officers shall be made up of one (1) stockholder from each of the five (5) Wagon Wheel Ranch Subdivisions or a representative.
Section 2. Additional Officers and Agents. The Board of Directors may appoint such other officers or agents as they shall be deemed necessary who shall perform such duties as from time to time may be prescribed by the Board of Directors, and the Board may vest the power to appoint subordinate officers or agents in the President, or in any other officer of the company, or in any committee of the Board.
Section 3. Removal. All officers and agents of the company shall be subjected to removal at any time by the affirmative of a majority of the whole Board of Directors. All officers, agents and employees other than officers appointed by the Board of Directors, shall hold office at the discretion of the committee or of the officer appointing them. Vacancies in the Board of Directors may be filled by majority vote of the remaining Board of Directors.
ARTICLE IV
POWERS OF OFFICERS
Section 1. The President The President shall be the chief executive officer of the corporation. He shall have general management of the business of the company and general supervision of the other officers. He shall preside at all meetings of the stockholders and of the Board of Directors and see that all orders and resolutions of the Board are carries into effect; subject, however, to the right of the Board to delegate to any other officers of the company any specific powers, other than those that may be by law conferred only upon the President. He shall execute in the name of the
company all deeds, bonds, mortgages, contracts, and other documents authorized by the Board of Directors, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the company. He shall be ex-officio a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.
Section 2. Vice-President. A Vice-President shall perform the duties and exercise the powers of the President in case of illness, disability, or temporary absence from the office of the company, and shall perform such other duties as may from time to time be granted or imposed by the Board of Directors.
Section 3. Secretary. The Secretary shall attend all sessions of the Board and all meetings of stockholders held at the office of the corporation and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of the meetings of the stockholders and of the Board of Directors when notice is required to be given under these By-Laws or any resolutions of the Board. He shall have custody of the seal of the company and affix and attest the seal to all authorized documents requiring a seal. He shall keep the stock ledger of the company, and in general, perform such duties usually incident to the office of the Secretary, and such further duties as shall from time to time be prescribed by the Board of Directors or the President.
Section 4. The Treasurer.
The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in such banks and depository as may be designated by the Board of Directors. He shall disburse the funds of the company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meeting of the Board, and whenever they may require, accounts of all his transactions as Treasurer and of the financial condition of the company. He shall perform the duties usually incident to the office of the Treasurer and such other duties as may be prescribed from time to time by the Board of Directors or the President.
Section 5. Sergeant of Arms. The duties of the sergeant-at-arms is to enforce the rules & regulations of the corporation and to oversee the protection of corporate officers, and stockholders during meetings. The sergeant-at-arms shall also oversee the protocol of meetings, adhering to Robert's Rules of Order.
Section 6. Delegating Powers to Other Officers. In case of the absence of any officer, or for any other reason that may seem sufficient to the Board, the Board of Directors may delegate his duties and powers for the time being to any other officer or to any director.
Section 6. Bonds of Officers. The directors may, by resolution, require any or all of the officers of the company to give bond with surety, conditioned upon the faithful performance of the duties of their respective offices.
ARTICLE V
SEAL
Section 1. Seal. The Board of Directors may provide a suitable seal, with the name of the corporation, and the word "Idaho" in circular form about the outer edge, and the words "Corporate Seal" in the center thereof, so mounted as to be capable to impress said words on paper in raised letters, which seal shall be in charge of the Secretary.
ARTICLE VI
AMENDMENT OF BY-LAWS
Section 1. Amendment of By-Laws. The By-Laws of the company may be amended or repealed and new By-Laws may be adopted at any annual shareholder's meeting, or at any special meeting of shareholders called for such purpose, by an affirmative vote of the holders of two thirds of the outstanding and issued stock in said corporation. The By-Laws may also be amended or repealed and new by-laws adopted by the Board of Directors by the vote of two thirds of Directors.
ARTICLE VII
STOCK
Section 1. Ownership Record. All the shares of the capital stock of the corporation not previously issued by stock certificates shall be issued without certificates as provided in these By-Laws, and as approved by the Board of Directors. Any already issued certificates which are outstanding shall be surrendered to the Board, and ownership of shares shall be recorded as provided in Section 2.
Section 2. Registration and Transfer. Ownership of the shares of stock in this corporation shall be limited to the owners of land in the subdivisions known as Wagon Wheel Ranch Subdivision 1 through 5, and such other subdivisions as the Board of Directors may provide by written agreement with the owner or developer of such additional subdivisions. One share of stock [without certificate] shall be allocated to each lot in any of the above subdivisions, and said share of stock shall be appurtenant to said lot and shall not be transferable separately from said lot, and any conveyance of any of the lots above described by owners of said lots shall carry with it the ownership of the stock which was originally issued. The lot number, block number (if any) and Subdivision number shall be the ownership number for the stock. The records of the Valley County Assessor's Office issued within 30 days of any stockholder's meeting shall be the presumptive ownership of the stock of the corporation. Any dispute in the ownership of stock, for purposes of voting, paying assessments, terminating the ownership for failure to pay assessments, shall be resolved by the Board of
Directors.
Any certificates of stock in the corporation which have previously been issued shall carry upon the face thereof, or if issued without certificate shall be subject to the following declaration:
This share of stock is issued pursuant to Article VII, Section 2, of the By-Laws of the corporation, and its transfer is prohibited except in conjunction with the transfer of Lot No. _____ of Wagon Wheel Ranch Subdivision No. _____, or as otherwise provided in the By-Laws.
Section 3. Assessment of Stock.
(a) All the shares of stock in this corporation are subject to assessment, as provided in Article Five of the Articles of Incorporation, in order to pay for the obligations of the corporation. The Board of Directors shall have authority to issue calls for assessments. Notice of a call for assessment
shall be given by U.S. mail to each shareholder listed on the 30 day current list of Valley County Assessor's Office, and to any other person show to
the Board to be claiming ownership of a share of stock. Any assessment not paid within 30 days of making the notice shall be in default, and shall
cause the right to vote the share of stock to be suspended.
(b) The Board of Directors may further enforce the assessment by giving notice by U.S. mail and/or e-mail of default in payment to any shareholder in default. Failure to remedy the default within 30 days shall authorize the Board to terminate the ownership of the stock by giving written notice by U.S. mail and/or e-mail to the shareholder(s) who have failed to remedy the default, that their ownership of the stock has been terminated.
(c) Any shareholder whose stock ownership has been terminated may redeem his stock ownership within one year of the mailing of the notice of termination provided in 3(b) by paying the assessment, plus $10.00, to the corporation to cover the default/termination expenses for each delinquent year. After the one year redemption period any terminated stock shall become treasury stock of the corporation, and subject to disposition as provided by the Board of Directors. Such treasury stock(s) shall have not vote, until reissued.
ARTICLE VIII
USE OF RECREATIONAL GROUND
Section 1 The use of the recreational ground owned by this corporation may be reserved to the stockholders of the subdivision for all purposes not prohibited wither by the restrictive covenants or directives of the Board of Directors. Any use of the recreational ground owned by the corporation which requires construction or any alteration of the physical ground is prohibited without first having obtained the approval of the Board of Directors of the corporation.
Section 2. The right to use the recreational ground for any of the purposes provided in Section 1 of Article VIII shall be limited to those lot owners who hold a share of stock in this corporation which has paid all assessments levied against the stock, and any other persons authorized by the Board of Directors. In the event that any lot owner fails or refuses to pay any assessment levied by the corporation within the time set out in the notice of levy, then that lot owner's right to use the recreational ground for any purpose shall cease. The directors are authorized to take any lawful action to enforce and collect assessments and to prevent the use of the recreational ground owned by the corporation by those whose assessments are in default.
DATED this 3 day of April, 2015
/s/ Rebecca Barton-Wagner - Director
/s/ Ken Campbell - Director
/s/ Brent Emler- Director
s/ Brandi Moore - Director
s/ Daren Coon - Director
ARTICLE I
SHAREHOLDERS MEETING
Section 1. Place of Meeting. All meetings of the stockholders of this company shall be held at the principal office or place of business of the company in Donnelly, Valley County, Idaho, or at such other place or places, either within or without the State of Idaho a the Board of Directors may order or direct before the call of the meeting, and the place of meeting shall be stated in the notice or call for the meeting.
Section 2. Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other lawful business as may come before the meeting shall be held on the 3rd Saturday in May each calendar year; if a legal holiday then on the next Saturday thereafter. All business may be transacted at any annual stockholders meeting without further notice or special notice.
Section 3. Notice of Meetings.
Notice of all stockholders meetings shall be given to all stockholders entitled to vote at such meeting in the manner required by the laws of the State of Idaho, but such notice may be waved either before or after holding the meeting.
Section 4. Deferred Annual Meetings.
If for any reason the annual meeting of the stockholders is not held as hereinbefore provided, such annual meeting shall be called by the
President or by the Directors as soon as it conveniently may be. It shall be the duty of the Secretary, upon the request of the stockholders holding not less than twenty percent (20%) of the issued stock, if the election of directors had not been held as hereinbefore provided, to call a meeting of the stockholders as provided in Section 3 of this Article for the election of Directors and for the transaction of any business that may be considered at an annual meeting.
Section 5. Special Meetings.
Special meetings of the shareholders may be called at any time upon the conditions and in the manner provided by law. If the Secretary shall neglect or refuse to issue a call for special meeting within ten (10) days after being duly requested to do so, the Director or shareholder or shareholders making the request may issue the call for such meeting. Notice of such special meeting shall be given as provided in Section 3 of this Article.
Section 6. Consent Meetings.
Whenever all parties entitled to vote at any meeting, whether Directors or shareholders, consent either by writing on the records of the meeting filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doing of such meeting shall be a valid as if at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not expected from the written consent, or to the consideration of which no objection for want of notice is made at the time, and if any meeting being irregular for want of notice or such consent, provided a quorum was present at such meeting, the proceedings of such meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waved by a writing signed by all parties having the write to vote at such meeting; such consent or approval of shareholders may be by proxy or power of attorney in writing.
Section 7. Quorum. The provisions of the laws of the State of Idaho in affect at the time of the holding of any meeting, as to what shall continue a quorum, shall govern and control in all cases.
Section 8. Voting, Proxies. At all meetings of stockholders, each owner of stock shall be entitled to cast one (1) vote for each share of stock held by him that is not delinquent in payment of assessment as hereafter provided. Such vote may be cast in person or by proxy, but all proxies shall be in writing and signed by the stockholder, and shall designate the lot(s) to which the share is attached.
Section 9. Officers. The President of the company, or his designee, shall preside at all meetings of the stockholders. In the absence of the President or his designee, the Vice-President shall preside. In the absence of the officers, any stockholder may call the meeting to order and a chairman shall be elected from among the stockholders present. The Secretary of the company shall act as Secretary at all meetings of the stockholders, but in his absence, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 10. Order of Business. At all meetings of stockholders, the following order of business shall be observed, as far as consistent with the purpose of the meeting, viz..
(1) Call the roll to determine the stock represented at the meeting.
(2) Report of notice and proof of calling a meeting.
(3) Reports of officers.
(4) Reports of committees.
(5) Unfinished business.
(6) New business.
(7) Election of directors.
(8) Miscellaneous business.
ARTICLE II
DIRECTORS
Section 1. Number. The property, business, and affairs of the corporation shall be controlled and managed by the Board of Directors. This Board shall be (5) in number. The Directors shall be elected annually and shall continue in office until their successors are elected and qualified. The number of the first Board or Directors shall be three (3). The number of Directors shall be fixed by majority vote of the shareholders at any annual meeting, or at any special meeting thereof called for such purpose.
Section 2. Quorum. A majority of the duly elected directors shall constitute a quorum, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except in cases where the status of the State of Idaho otherwise provide.
Section 3. Place and Time of Meeting. The directors may hold their meetings at such place or places in the State of Idaho or outside the State of Idaho as the Board may from time to time determine. Directors meetings may be held telephonically, or electronically over the internet. Unless otherwise ordered by the Board of Directors, a regular meeting of the Board shall be held immediately following the annual meeting of the stockholders in Donnelly, Idaho. No notice need be given any director of the regular meeting of the Board.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be held whenever called by the President or by two (2) of the Directors at the time being in office. The Secretary shall give notice of any special meeting by mailing such notice at least five (5) days before the meeting to each director, but such notice may be waived by any director. At any meeting at which every director shall be present, even though without any notice, any business may be transacted.
ARTICLE III
OFFICERS
Section 1. Executive Officers.
The executive officers of the company shall be a President, a Vice-President, a Treasurer, and a Secretary, and a Sergeant of Arms. They shall be elected by the stockholders and shall hold office for one (1) year and until their successors are elected and qualified, and shall, except as herein after provided, perform the usual duties pertaining to their respective offices. These officers shall be made up of one (1) stockholder from each of the five (5) Wagon Wheel Ranch Subdivisions or a representative.
Section 2. Additional Officers and Agents. The Board of Directors may appoint such other officers or agents as they shall be deemed necessary who shall perform such duties as from time to time may be prescribed by the Board of Directors, and the Board may vest the power to appoint subordinate officers or agents in the President, or in any other officer of the company, or in any committee of the Board.
Section 3. Removal. All officers and agents of the company shall be subjected to removal at any time by the affirmative of a majority of the whole Board of Directors. All officers, agents and employees other than officers appointed by the Board of Directors, shall hold office at the discretion of the committee or of the officer appointing them. Vacancies in the Board of Directors may be filled by majority vote of the remaining Board of Directors.
ARTICLE IV
POWERS OF OFFICERS
Section 1. The President The President shall be the chief executive officer of the corporation. He shall have general management of the business of the company and general supervision of the other officers. He shall preside at all meetings of the stockholders and of the Board of Directors and see that all orders and resolutions of the Board are carries into effect; subject, however, to the right of the Board to delegate to any other officers of the company any specific powers, other than those that may be by law conferred only upon the President. He shall execute in the name of the
company all deeds, bonds, mortgages, contracts, and other documents authorized by the Board of Directors, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the company. He shall be ex-officio a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.
Section 2. Vice-President. A Vice-President shall perform the duties and exercise the powers of the President in case of illness, disability, or temporary absence from the office of the company, and shall perform such other duties as may from time to time be granted or imposed by the Board of Directors.
Section 3. Secretary. The Secretary shall attend all sessions of the Board and all meetings of stockholders held at the office of the corporation and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of the meetings of the stockholders and of the Board of Directors when notice is required to be given under these By-Laws or any resolutions of the Board. He shall have custody of the seal of the company and affix and attest the seal to all authorized documents requiring a seal. He shall keep the stock ledger of the company, and in general, perform such duties usually incident to the office of the Secretary, and such further duties as shall from time to time be prescribed by the Board of Directors or the President.
Section 4. The Treasurer.
The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in such banks and depository as may be designated by the Board of Directors. He shall disburse the funds of the company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meeting of the Board, and whenever they may require, accounts of all his transactions as Treasurer and of the financial condition of the company. He shall perform the duties usually incident to the office of the Treasurer and such other duties as may be prescribed from time to time by the Board of Directors or the President.
Section 5. Sergeant of Arms. The duties of the sergeant-at-arms is to enforce the rules & regulations of the corporation and to oversee the protection of corporate officers, and stockholders during meetings. The sergeant-at-arms shall also oversee the protocol of meetings, adhering to Robert's Rules of Order.
Section 6. Delegating Powers to Other Officers. In case of the absence of any officer, or for any other reason that may seem sufficient to the Board, the Board of Directors may delegate his duties and powers for the time being to any other officer or to any director.
Section 6. Bonds of Officers. The directors may, by resolution, require any or all of the officers of the company to give bond with surety, conditioned upon the faithful performance of the duties of their respective offices.
ARTICLE V
SEAL
Section 1. Seal. The Board of Directors may provide a suitable seal, with the name of the corporation, and the word "Idaho" in circular form about the outer edge, and the words "Corporate Seal" in the center thereof, so mounted as to be capable to impress said words on paper in raised letters, which seal shall be in charge of the Secretary.
ARTICLE VI
AMENDMENT OF BY-LAWS
Section 1. Amendment of By-Laws. The By-Laws of the company may be amended or repealed and new By-Laws may be adopted at any annual shareholder's meeting, or at any special meeting of shareholders called for such purpose, by an affirmative vote of the holders of two thirds of the outstanding and issued stock in said corporation. The By-Laws may also be amended or repealed and new by-laws adopted by the Board of Directors by the vote of two thirds of Directors.
ARTICLE VII
STOCK
Section 1. Ownership Record. All the shares of the capital stock of the corporation not previously issued by stock certificates shall be issued without certificates as provided in these By-Laws, and as approved by the Board of Directors. Any already issued certificates which are outstanding shall be surrendered to the Board, and ownership of shares shall be recorded as provided in Section 2.
Section 2. Registration and Transfer. Ownership of the shares of stock in this corporation shall be limited to the owners of land in the subdivisions known as Wagon Wheel Ranch Subdivision 1 through 5, and such other subdivisions as the Board of Directors may provide by written agreement with the owner or developer of such additional subdivisions. One share of stock [without certificate] shall be allocated to each lot in any of the above subdivisions, and said share of stock shall be appurtenant to said lot and shall not be transferable separately from said lot, and any conveyance of any of the lots above described by owners of said lots shall carry with it the ownership of the stock which was originally issued. The lot number, block number (if any) and Subdivision number shall be the ownership number for the stock. The records of the Valley County Assessor's Office issued within 30 days of any stockholder's meeting shall be the presumptive ownership of the stock of the corporation. Any dispute in the ownership of stock, for purposes of voting, paying assessments, terminating the ownership for failure to pay assessments, shall be resolved by the Board of
Directors.
Any certificates of stock in the corporation which have previously been issued shall carry upon the face thereof, or if issued without certificate shall be subject to the following declaration:
This share of stock is issued pursuant to Article VII, Section 2, of the By-Laws of the corporation, and its transfer is prohibited except in conjunction with the transfer of Lot No. _____ of Wagon Wheel Ranch Subdivision No. _____, or as otherwise provided in the By-Laws.
Section 3. Assessment of Stock.
(a) All the shares of stock in this corporation are subject to assessment, as provided in Article Five of the Articles of Incorporation, in order to pay for the obligations of the corporation. The Board of Directors shall have authority to issue calls for assessments. Notice of a call for assessment
shall be given by U.S. mail to each shareholder listed on the 30 day current list of Valley County Assessor's Office, and to any other person show to
the Board to be claiming ownership of a share of stock. Any assessment not paid within 30 days of making the notice shall be in default, and shall
cause the right to vote the share of stock to be suspended.
(b) The Board of Directors may further enforce the assessment by giving notice by U.S. mail and/or e-mail of default in payment to any shareholder in default. Failure to remedy the default within 30 days shall authorize the Board to terminate the ownership of the stock by giving written notice by U.S. mail and/or e-mail to the shareholder(s) who have failed to remedy the default, that their ownership of the stock has been terminated.
(c) Any shareholder whose stock ownership has been terminated may redeem his stock ownership within one year of the mailing of the notice of termination provided in 3(b) by paying the assessment, plus $10.00, to the corporation to cover the default/termination expenses for each delinquent year. After the one year redemption period any terminated stock shall become treasury stock of the corporation, and subject to disposition as provided by the Board of Directors. Such treasury stock(s) shall have not vote, until reissued.
ARTICLE VIII
USE OF RECREATIONAL GROUND
Section 1 The use of the recreational ground owned by this corporation may be reserved to the stockholders of the subdivision for all purposes not prohibited wither by the restrictive covenants or directives of the Board of Directors. Any use of the recreational ground owned by the corporation which requires construction or any alteration of the physical ground is prohibited without first having obtained the approval of the Board of Directors of the corporation.
Section 2. The right to use the recreational ground for any of the purposes provided in Section 1 of Article VIII shall be limited to those lot owners who hold a share of stock in this corporation which has paid all assessments levied against the stock, and any other persons authorized by the Board of Directors. In the event that any lot owner fails or refuses to pay any assessment levied by the corporation within the time set out in the notice of levy, then that lot owner's right to use the recreational ground for any purpose shall cease. The directors are authorized to take any lawful action to enforce and collect assessments and to prevent the use of the recreational ground owned by the corporation by those whose assessments are in default.
DATED this 3 day of April, 2015
/s/ Rebecca Barton-Wagner - Director
/s/ Ken Campbell - Director
/s/ Brent Emler- Director
s/ Brandi Moore - Director
s/ Daren Coon - Director
