BY-LAWS
OF
THE MAPLE HILL SUBDIVISION CORPORATION
ARTICLE I
NAME AND OFFICE
SECTION 1: The name of this corporation shall be The Maple Hill Subdivision Corporation.
SECTION 2: The principal office of the corporation shall be P.O Box 190957 Boise, ID 83709, but may be changed from time to time by action of the board of directors. The corporation may also have offices at such other places as the board of directors may from time to time determine.
ARTICLE II
PURPOSE
The purpose of this corporation shall be to own and provide for the care, maintenance, preservation and control of the common area and sewage system of The Maple Hill Subdivision, Ada County, Idaho, and to promote the recreation, health, safety and welfare of the stockholders thereof; and further to provide for the architectural control of improvements constructed with The Maple Hill Subdivision; and to perform any and all other functions delegated to it by the Declaration of Covenants, Conditions and Restrictions of The Maple Hill subdivision as Instrument No. 7734314, records of Ada County, Idaho, and any amendments thereto and any additions to the subdivision by annexation or otherwise.
ARTICLE III
STOCKHOLDER QUALIFICATIONS
SECTION 1: Every person or entity who is a record owner (including contract sellers) of a fee or undivided fee interest in any lot with improvements thereon located within said property shall, by virtue of such ownership, be a stockholder of the corporation. When more than one person holds sub-interest in any lot, all such persons shall be stockholders. The foregoing is not intended to include persons or entities that hold an interest merely as security for the performance of an obligation. Stock ownership shall be appurtenant to and may not be separated from ownership of any such lot subject to assessment by the corporation. Such ownership shall be the sole qualification for becoming a stockholder, and shall automatically commence upon a person becoming such owner, and shall automatically terminate and lapse when such ownership in said property shall terminate or be transferred. The corporation shall maintain a stockholder list and may require written proof of any stockholders’ lot ownership interest.
SECTION 2: Property Rights and Delegation. The property rights of each stockholder are defined in Article IV of the Declaration of Covenants, Conditions and Restrictions of The Maple Hills Subdivision and amendments thereto. Any stockholder may delegate his right of enjoyment to the common area and facilities to the members of his family, his tenants or contract purchasers who reside on the property by delivering written notice of such delegation to the secretary of the corporation. Such delegation may be cancelled by delivery or written notice of cancellation to the secretary.
SECTION 3: Certificates of Stocks. Certificates representing stock in the corporation shall be in such form as determined by the board of directors. Such certificates shall be signed by the president or a vice-president and by the secretary. The name and address of the person to whom the stock represented thereby is issued shall be entered on the books of the corporation. The board of directors shall determine the manner of, and documentation necessary to effect transfers of stock.
SECTION 4: Annual Meeting. The annual meeting of the stockholders shall be held each year beginning with the year 1977, as set by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.
SECTION 5: Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the board of directors.
SECTION 6: Voting Rights. Voting rights are defined in Article V of the Articles of Incorporation of The Maple Hill Subdivision Corporation.
SECTION 7: Place of Meeting. The board of directors may designate any place within the State of Idaho as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
SECTION 8: Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail.
SECTION 9: Quorum. A majority of the stockholders of the corporation entitled to vote, represented in person or by proxy shall constitute a quorum at a meeting of stockholders.
SECTION 10: Informal Action by Stockholders. Any action required to be taken at a meeting of the stockholders may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by a majority of the stockholders.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1: General Powers. The business and affairs of the corporation shall be managed by its board of directors. Rules and regulations governing use of common area and facilities shall be adopted by the board of directors in writing, a copy of which shall be delivered to each stockholder.
SECTION 2: Number. The number of directors shall be at least three (3). At the first meeting, the stockholders shall elect directors as prescribed in Article VI of the Articles of Incorporation. Said Article VI prescribes election format.
SECTION 3: Regular Meeting. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place and time as the annual meeting of stockholders. The board of directors may provide the time and place within the State of Idaho for the holding of additional regular meetings without other notice than such resolution.
SECTION 4: Special Meeting. Special meetings of the board of directors may be called by or at the request of the president or any two directors.
SECTION 5: Notice. Notice of any special meeting shall be given at least two (2) days previous thereto by written notice delivered personally or mailed to each director. Any director may waive notice of a meeting. Attendance by a director is waiver of notice.
SECTION 6: Quorum. A majority of the directors present in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the board of directors.
SECTION 7: Legal Action. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
SECTION 8: Vacancies. Vacancies during the term shall be filled by the remaining directors by majority vote.
ARTICLE V
OFFICERS
SECTION 1: Number. The officers of the corporation shall be a president, a secretary and a treasurer, each of whom shall be elected by the board of directors. Any two officers may be held by the same person except the offices of president and secretary
SECTION 2: Election and Term of Office. The officers of the corporation to be elected by the board of directors shall be elected annually at the first meeting of the board of directors held after each annual meeting of the stockholders or as soon after as convenient. Each officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed, whichever shall first occur.
SECTION 3: Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, the best interest of the corporation would be served thereby.
SECTION 4: Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
SECTION 5: President. The president shall be the principal executive offices of the corporation and, subject to the control of the board of directors, shall in general supervise and control all the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates of stock of the corporation, any deeds mortgages, bonds, contracts or other instruments which the board of directors have authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the board of directors or by the by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed and in general shall perform all duties instant to the office of president, and such other duties as may be prescribed by the board of directors from time to time.
SECTION 6: Vice-President. The corporation shall have one (1) vice-president. The vice-president shall, in the instance of absence, sickness or any other disability of the president, discharge the duties of the office of president of the corporation.
SECTION 7: Secretary. The secretary shall;
(a) keep the minutes of the stockholders and of the board of directors meetings in one or more books provided for that purpose;
(b) see that all the notices are duly given in accordance with the provisions of these by-laws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized;
(d) keep a register of post office addresses of each stockholder and delegate, which shall be furnished to the secretary by such stockholder;
(e) sign with the president certificates of stock of the corporation, the issuances of which have been authorized by resolution of the board of directors;
(f) have general charge of the stock books of the corporation;
(g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or by the board of directors; and
(h) preside at all meetings of the stockholders and board of directors in absence of the president or vice-president.
SECTION 8: The Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum with such surety or:
(a) receive and give receipts for moneys due and payable to the corporation from any source whatsoever;
(b) deposit all such moneys in the name of the corporation in such banks, trust accounts or other depositories as shall be selected in accordance with these by-laws; and
(c) in general, perform all duties incident to the office of the treasurer and such duties as from time to time may be assigned to him by the president or by the board of directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1: Contracts. The board of directors may by written resolution authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
SECTION 2: Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by written resolution of the board of directors. Such authority may be general or confined to specific instances.
SECTION 3: Checks, Drafts, etc. All checks, drafts or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation in such manner as shall from time to time be determined by written resolution board of directors.
SECTION 4: Deposit. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
ARTICLE VII
ASSESSMENT
The board of directors shall fix the annual assessment period, determine a reasonable operating budget for the forthcoming assessment period and fix the annual assessment in accordance therewith pursuant to, and in the manner provided in, Article V of the Declaration of Covenants, Conditions and Restrictions for The Maple Hill Subdivision. The board of directors shall maintain records of all assessments made, all assessment payment received and all delinquent assessments in accordance with generally accepted accounting principles.
ARTICLE VIII
INSURANCE
The board of directors shall obtain such insurance coverage as is provided for and required in Article VIII of the Declaration of Covenants, Conditions and Restrictions for The Maple Hill Subdivision.
ARTICLE IX
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be adopted in accordance with Article X of the Articles of Incorporation of The Maple Hill Subdivision Homeowners Corporation.
DATED this 27th day of September, 2006.
_____________ (Can’t Read)___________________
_____________Patrick K. Marsh_______________
_____________Shirley Peterson________________