Section 7. Officers of the Association
7.1. Executive officers of the Association shall be the President, who shall be: Director, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected annually by the Board. Any officer may be removed without cause from office by vote of the Directors at any meeting of the Board. The Board may, from time to time, elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. One person may hold any two office~ simultaneously, except when the functions of such offices are incompatible, but no person shall hold the office of President and any of the following offices simultaneously: Vice President Secretary or Assistant Secretary.
7.2. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of the President o1 an association or a corporation not for profit, including, but not limited to, the power to appoint such committees from among the Members at such times as he may, in his discretion, determine appropriate to assist in the conduct of the affairs of the Association. If in attendance, the President (“Chairman”) shall preside at all meetings of the Board and the Members; provided, however, that the President may appoint a substitute.
7.3. In the absence or disability of the President, a Vice President shall exercise the powers and perform the duties of the President. If there is more than one (1) Vice President, the Board sha11 designate which Vice President is to perform which duties. The Vice President(s) shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board. In the event there shall be more than one Vice President elected by the Board, then they shall be designated “First,” “Second,” etc., and shall exercise the powers and perform the duties of the presidency in such order.
7.4. The Secretary shall keep the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. The Secretary shall have custody of the seal of the Association and affix the same to instruments requiring such seal when duly authorized and directed to do so. The Secretary shall be custodian for the corporate records of the Association, except those of the Treasurer, and shall perform all of the duties incident to the office of Secretary of the Association as may be required by the Board or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent and shall assist the Secretary under the supervision of the Secretary.
7.5. The Treasurer shall has custody of all of the monies of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep the assessment ro1ls and accounts of the Members and shall keep the books of the Association in accordance with good accounting practices and he shall perform all of the duties incident to the office of the Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent and shall assist the Treasurer under the supervision of the Treasurer.
7.6. The compensation, if any, of the officers and other employees of the Association shall be fixed by the Board. This provision shall not preclude the Board from hiring a Director as an employee of the Association or preclude contracting with a Director or a party affiliated with a Director for the management or performance of contract services for all or any part of Bella Collina.
Section 8. Resignations
Any Director or officer may resign his post at any time by a written resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all Lots owned by any Director or officer (other than appointees of Declarant) shall constitute a written resignation of such Director or officer.
Section 9. Accounting Records; Fiscal Management
9.1. The Association shall prepare an annual financial report within sixty (60) days after the close of the fiscal year. The financial report of the Association shall be prepared as follows:
(a) If the Association meets the criteria of this subparagraph the Association shall prepare or cause to be prepared a complete set of financial statements in accordance with Generally Accepted Accounting Principles. The financial statements shall be based upon the Association’s total annual revenues, as follows:
- If the Association has total annual revenues of $100,000.00 or more, but less than $200,000.00, the Association shall prepare compiled financial statements.
- If the Association has total annual revenues of at least $200,000.00, but Jess than $400,000.00, the Association shall prepare reviewed financial statements.
- If the Association has total annual revenues of $400,000.00, or more, the Association shall prepare audited financial statements. The auditor of the Association’s financial statements shall be determined by a vote of the Board.
(b) If the Association meets the criteria of this paragraph the Association shall prepare or cause to be prepared a complete set of financial statements in accordance with the following provisions:
- If the Association has total annual revenues of less than $100,000.00, the Association shall prepare a report of cash receipts and expenditures.
- The report of cash receipts and expenditures must disclose the amount of receipts by accounts and receipt classifications and the amount of expenses by accounts and expense classifications, including, but not limited to, the following, as applicable: costs for security, professional, and management fees and expenses; taxes; costs for recreation facilities; expenses for refuse co11ection and utility services; expenses for lawn care; costs for building maintenance and repair; insurance costs; administration and salary expenses; and reserves if maintained by the association.
(c) If twenty percent (20%) of the total number of votes of the Members petition the Board for a level of financial reporting higher than that required by this Section 9, the Association shall duly notice and hold a meeting of Members within thirty (30) days of receipt of the petition for the purpose of voting on raising the level of reporting for that fiscal year. Upon approval of a majority of the number of votes of the Members, the Association shall prepare or cause to be prepared, shall amend the budget, or adopt a Special Assessment to pay for the financial report regardless of any provision to the contrary in the governing documents, and shall provide within ninety (90) days of the meeting or the end of the fiscal year, whichever occurs later:
- Compiled, reviewed, or audited financial statements, if the Association is otherwise required to prepare a report of cash receipts and expenditures;
- Reviewed or audited financial statements, if the Association is otherwise required to prepare compiled financial statements; or
- Audited financial statements if the Association is otherwise required to prepare reviewed financial statements.
(d) If approved by a majority of the Members present at a properly called meeting of the Association, the Association may prepare or cause to be prepared:
- A report of cash receipts and expenditures in lieu of a compiled, reviewed, or audited financial statement;
- A report of cash receipts and expenditures or a compiled financial statement in lieu of a reviewed or audited financial statement; or
- A report of cash receipts and expenditures, a compiled financial statement, or a reviewed financial statement in lieu of an audited financial statement.
9.2 The Association’s accounting records shall be open to inspection by Members and Institutional Mortgagees or their respective authorized representatives at reasonable times. Such authorization as a representative of a Member must be in writing and signed by the person giving the authorization and dated within sixty ( 60) days of the date of the inspection. Such records shall include, but not be limited to: (i) a record of all receipts and expenditures; (ii) an account for each Lot within Bella Collina which shall designate the name and address of the owner thereof, the number of individual Lot Assessments and all other Assessments, if any, charged to the Lot, the amounts and due dates for payment of same, the amounts paid upon the account and the dates paid, and the balance due; (iii) any tax returns, financial statements and financial reports of the Association; and (iv) any other records that identify, measure, record or communicate financial information.