Article 4
Board of Trustees
4.1 General Powers. The board of Trustees shall have authority to manage and control the property and affairs of the Association. The Board of Trustees may exercise all powers conferred upon them by law, by the Articles of Incorporation, by these By-Laws, or the Declaration for the Project, provided however that those powers which are specifically reserved to the Members by law or by the Articles of Incorporation shall be exercised only by the Members, The Board of Trustees may delegate its powers to officers, managers, or others such of its powers as are appropriately delegated.
4.2 Assessment: Budget. The Trustees will annually adopt a budget for the operation of the Association and the maintenance of any facilities owned by the Association. A copy of the budget will be sent out with the notice of annual meeting. Special assessments require the approval of the Owners as set forth in the Declaration.
4.3 Number and Tenure. There shall be at least there (3) and not more than ten (10) board members of the Board of Trustees. They shall serve until the next annual meeting in which Trustees are elected, and shall continue to serve until their successors have been elected and assumed office. Immediately after the election of the first Board of Trustees by the Members, the Trustees shall, by drawing Lots, divide themselves into their terms of one, two and three years. Thereafter, at each annual meeting, only the Trustee whose term has expired will stand for election. Trustees need to be residents of the State of Utah.
4.4 Qualifications. Trustees must be Owners of Lots and Members of the Association. Any Trustee who ceases to be an Owner is deemed to have resigned as a Trustee, and a replacement will be appointed by the remaining Trustees.
4.5 Initial Trustees. Until such time as five years have passed since the filing of the Declaration or ninety percent (90%) of the Lots in the Bailey Acres Project have been sold to third persons by the Declarant as referenced in Declaration, whichever occurs first, the Board of Trustees may be appointed by the Declarant.
4.6 Board Meetings. The Board of Trustees shall have at least one meeting per year, which shall be within the ninety (90) days preceding the annual meeting of Members for the purpose of setting the agenda for that meeting. The Trustees may meet as often as they see fit and as required by law or the Articles of Incorporation for purposes of approving annual reports, tax returns, and similar matters. Special meetings may be called by the president or the chairman or by a majority of the Board of Trustees by giving notice to the other board Members. Notice of meeting will be given in writing or by telephone not more than fifteen (15) days and not less than five (5) days prior to the date of the meeting.
4.7 Quorum. A Quorum at the Board meeting will consist of a simple majority of the Board. Board Members may be counted as present if they are participating in the meeting by telephone or electronic means. No proxies will be given among Board Members. Action of the Board may only be taken by formal action of the Board, and no individual Trustee shall have the authority to act on behalf of the Association.
4.8 Deadlock. In the event of a deadlock on the Board, the Board shall immediately call for a special meeting of the Members and, at the direction of the Chairman of the Board, either call for the election of a new Board, or submit the matter to the Members for determination.
4.9 Compensation. The Board of Trustees shall serve without compensation, provided that their reasonable out of pocket expenses for the Association business may be reimbursed by the Association.
4.10 Resignation or Removal. Any Trustee may resign at any time by written notice to the remaining Trustees. A Trustee is deemed to have resigned when he or she sells (or otherwise is divested of) his or her Lot and therefore ceases to be a Member of the Association. Any Trustee may be removed prior to the end of his or her term of office by an affirmative vote of sixty percent (60%) of the Members of the Association at a regular or special meeting called for that purpose.
4.11 Vacancies. Vacancies on the Board of Trustees will be filled by appointment or a successor by the remainder of the Board. Such appointee will serve out the remaining term of the resigning or removed Trustee and will stand for election at the expiration of that purpose.
4.12 Informal Action by Trustees. The Trustees may take any action they could take in a formal meeting without a formal meeting, provided that the action is authorized in advance in writing signed by a majority of the Board and further provided that all of the Trustees much have been given an opportunity to approve or reject the action. The Trustees may waive notice of meeting by signing written waivers at the time of the meeting. Minutes of all board meetings will be kept, and when a meeting is held without prior notice, the minutes will reflect the written waiver of notice. Informal action will be entered in the minutes of the Trustees.