AMENDED BY – LAWS OF VENETIAN GARDENS HOMES ASSOCIATION

JUNE 9, 2023

The April 17, 2013 Amended By-laws of Venetian Gardens Homes Association were revised on October 12, 2022, replacing ARTICLE I, SECTION 1; ARTICLE I, SECTION 2; ARTICLE II, SECTION 9; ARTICLE X, SECTIONS 1 & 2 of the prior By-laws of 2013. The attested and signed copy of this document is housed at City Hall.

ARTICLE I

SECTION 1. Any person who is the owner of the legal title to any lot or tract of ground within the boundary of Venetian Gardens Addition in Platte County, Missouri, is automatically a member in the Association.

In case a legal title is held by a minor, then the legal guardian may designate some person to become a member and such guardian or other persons will have the same rights and privileges as any other member. 

Whenever such lots or tracts of land owned in a joint tenancy or by tenants in common, the membership as to such lots shall be joint and the rights of such membership including the voting power, shall be exercised only the joint action of all owners of such lots or tracts respectively; provided, however, that such owners or tenants in common may designate in writing one of their members to as a member and when so designated, such member shall have the same rights and privileges as any other member. 

In the event any lot or tract is occupied by a non-member, the lot owner may designate the tenant to be a "Tenant Member" (of legal age according to Missouri state law) of the Venetian Gardens Homes Association for lake and property privileges only. The Tenant Member will have no voting rights with respect to Homes Association activities. 

SECTION 2. No charges shall be made for the privileges of membership except the Maintenance Charge or Assessment as set forth in the RESTRICTION AGREEMENT of 1964 (See Special Assessment) or in such subsequent AGREEMENTS as may hereinafter be entered into. 

Membership in this Association is non-transferable except on transfer of legal title to the lot or tract of land conveyed and then only when such transfer is made is in the office of the RECORDER OF PLATTE COUNTY, MISSOURI, and on the books or records of the ASSOCIATION. 

Member: A property owner who possesses legal TITLE to any LOT or TRACT of Ground. (Refer to ALL OF ARTICLE I.)

MEMBER IN GOOD STANDING: A member who has paid all annual assessments, special assessments, or installments of special assessments due for the current year(s) and who is not delinquent in payment for current and previous year(s) and whose use privilege has not been suspended by the Board of Directors. 


ARTICLE II. BOARD OF DIRECTORS AND ELECTION THEREOF:

SECTION 1. The corporate powers of the Association shall be vested in a Board of Directors consisting of FIVE (5) persons who shall be members of the Association; two (2) Directors and the President with the right to vote shall constitute a quorum for the transaction of business. 

SECTION 2. FIVE (5) members elected by the membership at the Annual Meeting to serve as Directors of the Venetian Gardens Homes Association for staggered terms of TWO (2) years.  

SECTION 3. All Directors shall be property owners of the addition as described in the RESTRICTION AGREEMENT. No member who is delinquent in the payment of the annual or special assessment shall be or remain a Director so long as such state of delinquency exists. 

SECTION 4. An election shall be held at the October General Meeting each year for the purpose of electing the Board of Directors. 

SECTION 5. All candidates for the Board of Directors shall file their announcements of candidacy with the Secretary of the Association at least twenty (20) days before the election. 

SECTION 6. The Secretary of the Association shall notify by mail, all membership of the association of such election not less that seven (7) days, nor more than twenty (20) days prior to the election day. Such notice shall state the purpose of the election, the date, the position(s) to be filled, the candidates, the term of office, the place and the time of election. 

SECTION 7. The Current Board of Directors shall appoint three qualified association members to Conduct and Judge the election. 

SECTION 8. All votes shall be counted and certified by the three judges showing the number of votes each candidate receives including write in’s and then entered into the minutes by the Secretary. 

SECTION 9. Absentee ballots will be furnished upon request to any association member in good standing from the Secretary these ballots must be returned to the Secretary by seven (7) O’clock in the evening on the day of the election in order for the ballot to be counted and valid. 

SECTION 10. All Directors shall be elected to serve a term of TWO (2) years or until their successors are elected and qualified. TWO (2) directors or THREE (3) directors as the case requires will be elected to fill the vacancies of the retiring directors. (REFER TO SECTION 12)

SECTION 11. After the directors have been elected, the general membership of the Homes Association will proceed under the outgoing Board to elect (1st) a President and (2nd) a Vice President from the incoming Board of Directors. These officers will serve until the next annual election or until their successors are duly elected or qualified. Nominations will be opened from the floor and the voting and certifying of the results will be conducted by the aforementioned election judges by secret ballot. In the event that one or both positions should not be filled, then the newly elected or incoming Board when duly convened shall ballot in secret to fill the position(s). 

SECTION 12. Vacancies in the Board of Directors caused by resignation, removal, death, delinquency in payment of annual assessment as described in the RESTRICTION AGREEMENT, shall be filled by the remaining directors (when assembled as a board), appointing a qualified association member(s). Such appointees shall hold office until the next annual election In case of an appointee serving as a director for an unexpired term, the qualified candidate at the annual election receiving the smallest number of votes from among the winning candidates shall be elected to fill the unexpired term(s). 

SECTION 13. In the event of a tie vote being cast between two (or more) candidates for one position, the voting membership shall secretly vote again to break the tie vote. 


ARTICLE III. POWERS AND DUTIES OF THE DIRECTORS: 

SECTION 1. The Directors shall conduct, manage, and control the affairs and business of the Association and shall make all necessary rules and regulations not inconsistent with the laws of the State of Missouri or those for guidance of officers and management of the affairs of the Association. They shall keep a complete record of all minutes, acts and proceedings of all Board Meetings, and they shall present a complete statement at the regular General Meetings of the Association, showing in detail the assets and liabilities and the condition in general of the Association’s affairs. They shall appoint and remove at will all agents, servants and employees of the Association, prescribe their duties, and require from the security for faithful service whenever they shall in the exercise of their discretion, believe the same necessary. The Directors shall have and exercise such other powers and duties as set forth in these by-laws. 

ARTICLE IV. THE ANNUAL BUDGET:

SECTION 1. The Board of Directors shall prepare an annual budget setting forth the following items:

SECTION 2. This budget shall be presented and discussed at the Annual General Meeting to be

held in October.

SECTION 3. The Board of Directors shall prepare a ballot presenting THREE (3) or more proposals, including the current and minimum assessment to be voted on by the Association Members at the regular election of the October General Meeting. Essentially those proposals shall state the assessment per tract (above) the minimum rate specified in the AGREEMENT built around the budget (SECTION 1- ARTICLE IV.) The Secretary of the Association shall notify, by mail, all members of the Association of the proposals to be voted on not less the SEVEN (7) days, nor more than TWENTY (20) days prior to the day of the Election. 

SECTION 4. In the event of a tie vote, the newly elected Board of Directors after being duly sworn into office and assembled in meeting, shall break the tie. 

SECTION 5. Should no proposal above the minimum assessment carry, the newly elected Board of Directors may call for a special election in accordance with the provisions of ARTICLE II, SECTION 5 of the Amended By-Laws. 

ARTICLE V. OFFICERS: 

SECTION 1. The Officers of the Association shall be the President, Vice President, Secretary and Treasurer. The Secretary and Treasurer will be appointed to these positions by the Board of Directors. The President and Vice President shall be elected and hold office at the will of the general membership. The tenure of office of all the officers of the Association, other than Directors shall be a term of ONE (1) year. The President and Vice President must be directors; the offices of the Secretary and Treasurer may be held by the same person. 


SECTION 2. The President shall preside over all meetings of the members and directors, shall sign all instruments of writing to be executed by the Association as directed by the Board of Directors, and shall perform such other duties as are usually performed by the Chief Executive Officer of a corporation, or as may be conferred upon him/her by the Board of Directors, but his/her authority shall at all times be subject to the control and direction of the Board of Directors. 

SECTION 3. It shall be the duty of the Secretary to keep a record of the proceedings of the Board of Directors and of the members. The Secretary shall keep the corporate seal and records of the Association and shall give all notices required by law or by the By-Laws of the Association, but in case of the Secretary’s absence, inability, refusal or failure so to do, then such notices shall be administrated by any person as directed by the President or Vice President of the Association. 

SECTION 4. The Treasurer shall receive and deposit in such bank(s) or savings association(s) as the Board of Directors may direct. Said accounts shall contain both signatures of the President and Treasurer. All funds of the Association will be available for review by the Board of Directors. 

SECTION 5. The Vice President shall have all the powers and perform all the duties of the President in case of death, removal, absence or inability of the President to serve. 

SECTION 6. No Officer or Director shall receive any salary or compensation for service or labor that may be rendered to the Association, however, may be reimbursed for any expenses incurred in performing the duties of their office. 

SECTION 7. Any Director may be removed from office when the Board of Directors acting as a Board of Impeachment with a majority vote for failure to attend THREE (3) consecutive meetings without just cause, or conduct detrimental to the office of the Association.  

ARTICLE VI. MEETINGS:

SECTION 1. The annual meeting of the members of the Association for the purpose of discussing the budget, hearing a report of the auditing committee, and for the transaction of such other business than may come before the meeting, shall be held in the vicinity of the Venetian Gardens Addition in Platte County, Missouri, during the month of October and shall be called by notice in writing and mailed at least SEVEN (7) days prior to the date of the meting to each member at his last known place of residence or business. 

SECTION 2. In addition to the annual meeting of the members of the Association, there shall be held one other regular meeting of the Association during the month(s) of MARCH or APRIL. Local flyers and/or posted notices at designated areas around the lake will be adequate notifications of such meetings. 

SECTION 3. Special meetings of the members may be called in a like manner by the President or the Board of Directors after FIVE (5) days’ notice, but the call for any such special meeting shall designate the purpose of the meeting. 

SECTION 4. Meetings involving major EXPENDITURES or changes in the RESTRICTION AGREEMENT, must have SEVEN (7) days written notice. (REFER to ARTICLE VI. SECTION 1.)

SECTION 5. At any General or Special meeting, FIFTEEN (15) members in good standing shall constitute a quorum for the transaction of any business and it will be necessary for a majority of the quorum to vote for any proposal(s), resolution(s), or other business before the same may be declared adopted, except as otherwise provided in these BY-LAWS or the agreement hereinbefore mentioned in SECTION 2 ARTICLE I. 

SECTION 6. If for want of a quorum or any other cause, annual and other meetings shall fail to complete such business as may be presented for their consideration, those present may adjourn from day to day until the same can be accomplished. 

SECTION 7. Regular meetings of the Board of Directors shall be held at such time and place as may be provided by the Board of Directors. No notice of the regular meetings of the Board of Directors need be given to members of the Association. 

SECTION 8. Notices specified in this ARTICLE for members need to be given only to members appearing as such on the books of the Association. 

ARTICLE VII. VOTING:

SECTION 1. At all Association meetings, each member in good standing may vote either in person or by proxy. All proxies shall be in writing and shall be presented an signed in the presence of and filed with the Secretary of the Association not later than the day before the meeting at which they are to be exercised and approved by the Board of Directors. 

SECTION 2. No Director shall be permitted to vote at any meeting of the Board of Directors unless he/she be present in person to cast his/her vote. 

ARTICLE VIII. AMENDING THE BY-LAWS:

SECTION 1. These BY-LAWS may be amended, repealed or new BY-LAWS adopted at any meeting of members in good standing by vote of TWO-THIRDS (2/3rds) of the membership of the Association present provided there is a quorum present. Voting shall be by secret ballot. 

ARTICLE IX. SEAL:

SECTION 1. The Association shall have a common seal, of which the following is a correct impression. 

ARTICLE X. AUDITING: 

SECTION 1. The Board of Directors shall appoint a three-member committee from among the Association members in good standing to audit the records of the Association. 

SECTION 2. The Auditing committee’s report(s) shall be read and made a part of the minutes at the ANNUAL OCTOBER meeting each year. 

A copy of the annual financial report shall be published in a local paper and made available to every Houston Lake property owner.  

These amended BY-LAWS are voted on and adopted for the BOARD OF DIRECTORS of this Corporation and executed on this 17th day of April, 2013, hereby repeal the prior BY-LAWS of 1964, the amended BY-LAWS of October 16, 1971 and July 11, 1989 or any previous BY-LAWS, heretofore adopted.