Note: The “Covenants” posted on these pages have been reformatted slightly to make the suitable for Internet posting. Although it is believed that the content is accurate, in any situation where there is discrepancy between this posted document and the official covenants filed with DuPage County, the legally filed document will take precedence.
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF THE ORCHARD BROOK HOME ASSOCIATION
ARTICLE VI: THE BOARD OF DIRECTORS
6.1 Management of the Association – Board of Directors: The Association shall be managed by a Board of nine (9) persons who shall constitute the Association’s Board of Directors. Directors must be Members. Each Director shall serve for a term of three years with one third of the Board to be elected at each annual meeting of the Association. The Board of Directors shall have the exclusive authority to exercise for the Association all powers, duties and authority vested in the Association by law or this Amended Declaration, except for such powers, duties and authority reserved by law or this Amended Declaration to the Members.
6.2 Nomination: Nomination for election to the Board shall be made by the Board of Directors or by written petition containing the names of not less than ten (10) Members. Nominations may be made at any time prior to the election held at the annual meeting of the Association, including at the annual meeting.
6.3 Election: Election to the Board shall be by secret written ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as there are Directors to be elected. Cumulative voting shall be permitted. The persons receiving the largest number of votes shall be elected.
6.4 Removal and Successor Directors: Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association or the unanimous vote of the remaining members of the Board of Directors. In the event of the death, resignation or removal of a Director, his or her successor shall be selected by the remaining members of the Board, provided that no Director removed by majority vote of the Members or by unanimous vote of the remaining members of the Board of Directors shall be reelected by the Board. The successor of a Director whose term in office is terminated by death, resignation or removal shall serve for the unexpired term of his or her predecessor.
6.5 Compensation: No Director shall receive compensation for any service he or she may render to the Association as a Director, officer or committee member. A Director shall be reimbursed for actual expenses incurred in the performance of his or her duties.
6.6 Meetings of the Board: The Board shall meet promptly after the annual meeting of the Members of the Association for the purpose of electing officers and transacting any other business that may properly come before it. In addition to the annual meeting, the Board shall hold not less than eight (8) regularly-scheduled meetings each year at the Clubhouse, or at such other place as may be fixed from time to time by resolution of the Board. Special meetings of the Board shall be held when called by the president of the Association, or by any two Directors, after not less than three (3) days’ notice to each Director. Special meetings of the Board of Directors may also be held on the written request of not less than one-fourth (1/4) of all of the votes of the entire Membership of the Association, delivered to the Secretary of the Association. Requests for special meetings shall state the purpose of the meeting. In response to such a request by the Members or Owners for a special meeting of the Board of Directors the Board shall set a suitable date and time for a special meeting as soon as practicable. Meetings of the Board of Directors to adopt Rules and Regulations shall be called for that specific purpose and the notice of the meeting to the Members shall contain the full text of the proposed Rules and Regulations or changes thereto. Notice of the date and time of meetings of the Board of Directors for the purpose of adopting the proposed annual budget shall be given to the Members not more than thirty (30) or less than ten (10) days in advance to the Members. Notice of meetings of the Board of Directors may be given by writing, including, but not limited to, publication in the Association’s newsletter mailed or delivered to the Members. In addition, notice of meetings of the Board of Directors shall be posted outside adjacent to the entrance to the Clubhouse or in such other conspicuous place as may be from time to time determined by the Board of Directors after giving not less than fifteen (15) days advance notice to the Members. No more than one notice of a meeting of the Board need be mailed or delivered to any one Lot
6.7 Action Taken Without A Meeting: The Directors shall have the right to waive notice and to take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of all Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
6.8 Quorum: A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
6.9 Open Meetings: Meetings of the Board shall be open to any and all Members of the Association (including Owners), except for that portion of any meeting held:
a. to discuss arbitration, mediation or litigation when an action against or on behalf of the Association has been filed and is pending in a court, administrative tribunal or before an arbitrator or mediator or when the Board of Directors finds that such action is probable or imminent;
b. to consider information regarding appointment, employment or dismissal of an employee, or
c. to discuss violations of Rules and Regulations of the Association or unpaid common expenses owed to the Association. Any vote on the foregoing matters shall be taken at a meeting or portion of a meeting which is open to any Member. Any Member may record by tape, film or other means the proceedings at any meetings required by this Amended Declaration to be open. The Board of Directors may prescribe reasonable Rules and Regulations to govern the right to make such recordings.
6.10 Duties of the Board of Directors:
6.10.1 The powers and duties of the Board of Directors shall include, but shall not be limited to, the following:
a. Determine policy, manage and administer the Association;
b. Cause the Association to perform its functions and obligations in accordance with this Amended Declaration and the Association’s By-laws;
c. Adopt and from time to time amend the By-laws of the Association which shall compliment and be consistent with this Amended Declaration; 14
d. Administer the Architectural Control provisions of this Amended Declaration;
e. Employ and supervise all officers, committees, agents, consultants and employees of the Association, and to ensure that their duties are properly performed;
f. Adopt the annual budget for the Association;
g. Act in a representative capacity in relation to matters involving the Common Areas;
h. Perform those other duties as are set forth in this Amended Declaration.
6.10.2 The Board of Directors may also act in a representative capacity in relation to matters involving more than one Lot unless the Member notifies the Board of Directors otherwise;
6.11 Duty of Care: In the performance of their duties, the officers and members of the Board of Directors shall exercise the care required of a fiduciary of the Owners.
6.12 Employment of Professional Management: The administrative duties of the Board, including the keeping of records, may be performed by a manager (which may be a professional management firm) employed by the Association. The Association shall have the right to pay reasonable compensation to a manager so employed.