Revised November 2012 and January 2020
I. REGULAR MEETINGS: Regular meetings of the members of the Association shall be held in or around May and November. Notice of the time and place of said regular meetings shall be delivered, mailed or emailed to all members of the Association by the Corresponding Secretary. At each regular November meeting, there shall be an election of Officers and Directors of the Association. The names, addresses and any biographical data, if available, of any nominees for the position of Officer or Director shall be included in the notice of the regular November meeting, including a statement that additional nominations can be made from the floor by any member during the meeting.
II. SPECIAL MEETINGS: Special meetings of the members of the Association shall be called by a majority vote of the Board of Directors of the Association, or by the President upon the written request of ten percent (10%) of the membership. A call of a special meeting shall set forth in writing the purpose of said meeting, and no other business shall be transacted at any special meeting without the unanimous consent of the members present. A notice of any special meeting shall be delivered, mailed or emailed to all members of the Association by the Corresponding Secretary of the Association, said notice to contain the location, the date and time, and the purpose or purposes of said meeting.
III. NOTICES OF MEETINGS: Any notice of any Association meeting as required under these By-Laws shall be delivered, mailed or emailed to every member of the Association in good standing at the time of the notice, at least two (2) weeks in advance of the date of the meeting.
IV. MEMBERSHIP: Membership in the Association shall be extended to any home owner, property or business owner in geographical area of the Lansdowne Subdivision, as defined in Article XII of the By-Laws, upon payment of annual dues. The payment of dues affords membership for twelve (12) months. Memberships shall run for a calendar year for the year paid.
V. QUORUMS & VOTING: Any number of the members present shall constitute a quorum for any meeting of the Association, and a majority of the Directors shall constitute a quorum for the Board of directors meeting. A member in good standing may cast one (1) vote regardless of the number of homes or lots owned. Residents of the same household shall be entitled to one vote. A member in good standing is one whose dues were paid two weeks prior to any regular or special meeting in which a vote of the membership was taken.
VI. BOARD OF DIRECTORS: At the November meeting, the members of the Association shall elect a minimum of six (6) Directors at Large to serve terms beginning the next calendar year. The Board of Directors shall be composed of the Officers of the Association, the Directors at Large and the recent Past President, all of whom shall have full standing, rights and privileges on the Board of Directors.
Nominations for the Directors at Large shall be presented to the Association membership by a Nominating Committee of not less than three (3) individuals appointed by the President. No more than one member of the Nominating Committee shall be a member of the Board of Directors. Members of the Board of Directors shall not serve more than two consecutive terms, however the board may extend the number of terms served by any member with a majority vote. Any person nominated as an officer must have served at least one year as a Director.
At the November regular membership meeting, a minimum of six (6) Directors shall be elected. Directors are elected to serve a two (2) year term with approximately half of the directors starting their first term each year.
VII. DIRECTORS MEETING: The Board of Directors shall meet at least quarterly in Fayette County, Kentucky, at a place and hour designated by the President. The Directors shall also meet whenever called together by the President on due notice to each Director. The President shall call all meetings of the Board of Directors; if for any reason the President should fail to call a meeting when requested to do so by three (3) or more Directors or shall fail to call a regular meeting of the Board of Directors, the meeting may be called by any three (3) Directors in the same manner in which the President may call a meeting. Notice of any special meeting of the Board of Directors shall be given in writing, by email or by telephone at least one week in advance of such meeting. Such notice shall give the date, time and the place of the meeting. The Board of Directors may adopt such rules and regulations for the conduct of the business of the Association as are not inconsistent with the laws of the Commonwealth of Kentucky or the Association By-Laws.
VIII. OFFICERS: At the November meeting of the Association, the members shall elect a President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and Beautification Chair. The President shall be the Chief Executive Officer of the Association. The President shall preside at all meetings of the Board of Directors and at all membership meetings, shall appoint all standing and ad hoc committees, and shall ensure all legal and fiduciary responsibilities are discharged as required by law and as set out in the Officer and Director Roles and Responsibilities created in August 2007 and attached to these Bylaws. In the event of the absence or incapacity of the President, the Vice-President shall act as President. The Recording Secretary shall keep accurate minutes of all meetings. The Corresponding Secretary shall have charge of all correspondence of the Association. The Treasurer shall have supervision of all financial records of the Association. The Beautification Chair shall manage the beautification efforts of the association. Each of the officers named above shall be elected for a term of one (1) year, and shall serve until the expiration of the term or until a successor is elected
IX. VACANCIES: If a vacancy occurs on the Board of Directors or in any office before the expiration of the term, the Board of Directors of the Association may fill the vacancy for the unexpired term. If a Board member fails to attend three (3) consecutive Board meetings without excuse, that member’s seat shall be declared vacant and the vacancy shall be filled as described above.
X. AMENDMENTS: These By-Laws may be amended by a majority of the members of the Association present at a properly called meeting, provided, however, that no amendment thereto shall be acted upon at any such meeting unless the proposed amendment is set forth in the notice of such meeting. Any person desiring to submit any amendment to the By-Laws shall furnish a copy of the same to the Corresponding Secretary. The Board of Directors shall set a time and place for the amendment to be voted on by all the members. The Corresponding Secretary shall prepare copies of the proposed amendment, which shall, along with the notice of the meeting, be delivered, mailed or emailed to all members.
XI. DUES: Annual dues shall be fixed by a vote of the Board of Directors.
XII. ASSOCIATION BOUNDARIES: From a point on New Circle Road to Tates Creek Pike north on the west side of Tates Creek Road to the north side of Robin Road to the west of Starling Drive on Starling Drive crossing over Zandale Drive and then heading west on the north side of Melbourne Way to a point just west of Heather Way and straight south to New Circle Road.