VILLAGE HOMES ASSOCIATION, INC. BY-LAWS
Article 1 - Membership
Every owner of a lot in Wexford Village, in the city of Madison
and the Town of Middleton, Dane County, Wisconsin, shall be a member
of the corporation including the owners of any future subdivisions
of property in Section 14 of the City of Madison and Town of Middleton,
owned by Westaire, Inc. and Robert C. Voss, Trustee, provided, however,
that Westaire, Inc. and Robert C. Voss Trustee have attached the
future developments to this association. Each owner shall be entitled
to one vote for each lot owned and where there is more than one
owner or co-owner, the person whose name first appears as grantee
shall he entitled to vote. Those people owning a security interest
only in property shall not be members and shall have no right to
vote but a land contract vendee, in good standing, shall have the
voting rights rather than the vendor of the land contract.
Article II - Directors
The affairs of the corporation shall be managed by the directors
of the corporation who shall initially be three (3) in number and
may be increased by a majority vote of the directors at any regular
or special meeting called for that purpose (amended to 11 effective
when the control of Wexford is turned over to Wexford Village October
1985). The initial directors shall be Robert C. Voss, Charleen A.
Hermanson and Norma L. Romes, and their initial term of office shall
be for a period of two years or until new directors are elected
to succeed them.
Article III - Meetings
Meetings of the members shall be in November of each year at a
date set by the Board of Directors and the meeting shall be held
in Dane County, Wisconsin. Special meetings may be called at any
time by the board of directors, which meetings shall also be held
in Dane County.
Article IV - Notice
Written notice stating the place, day and hour of the meetings
and in the case of a special meeting, the purpose or purposes for
the which the meeting is called which notices shall be delivered
not less than three nor more than thirty days before the date of
the meeting, delivered either personally or by mail to each member
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the member at his last known address as appears on
the records of the corporation with postage thereon prepaid. In
lieu of such notice, notice may he given by publishing the same
each week for two consecutive weeks in a newspaper published in
Article V - Voting
A member may vote in person or by proxy executed in writing by
the member or his duly authorized attorney in fact. No proxy shall
be valid after eleven months from the date of its execution unless
otherwise specifically provided in the proxy.
Article VI - Quorum
Members holding one-tenth of the votes entitled to be cast, present
in person, or represented by proxy shall constitute a quorum at
a meeting of the members. A majority of the votes entitled to be
cast by the members present in person or represented by proxy at
a meeting at which a quorum is present shall be necessary for the
adoption of any matter voted upon by the members.
Article VII - Corporate Records of Members
For the purpose of giving notice to the members, the owner of record
as of January 1 of the year of the meeting shall be considered to
be the member unless the corporation has received written notice
of a change of ownership at least fifteen days prior to the date
of sending out the notice of annual or special meetings. Such record
of membership shall be continued in the case of any adjournment
of an initial meeting.
Article VIII - Meetings of Board of Directors
Meetings of board of directors may be called by or at the request
of the president or any two directors at such place as the person
or persons calling the meeting shall designate and if no place is
designated the meeting shall be held at the registered office of
the association. Notice of any meeting shall be given by oral or
written notice delivered personally or mailed to each director at
his home office at least three days previous thereto. The attendance
of a director at a meeting shall constitute a waiver of notice of
such meeting except where a director attends a meeting and objects
thereat to the transaction of any business because the meeting is
not lawfully called or convened.
The board of directors may by resolution, adopted by a majority
thereof, designate one or more committees, each committee to consist
of at least one director and as many other members of the association
as the board of directors provides in such resolution. The directors
may act in consent as provided in Section 181.72 of the Wisconsin
Article IX - Officers
The officers of the association shall consist of a president, one
or more vice-presidents, a secretary, a treasurer and other officers
and assistant officers as the board of directors may deem necessary.
All officers shall be elected or appointed annually by the hoard
of directors. Any two or more offices may be held by the same person,
except the offices of president and secretary and the offices of
president and vice-president.
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 association shall be served thereby, but
such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment shall
not of itself create contract rights.
All directors and officers of the association shall be members
of the association. Officers of corporations owning title to any
lot in Wexford Village or its further subdivisions shall he entitled
to be officers and directors of this association. 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.
The president shall be the principal executive officer of the corporation
and, subject to the control of the board of directors, shall in
general supervise and control all business and affairs of the corporation.
He shall, when present, preside at all meetings.
The officers shall have such duties and functions as are generally
held or performed by such officers of business corporations, and
such additional duties and functions as may be established by the
board of directors. Additional officers and assistant officers shall
have charge of and shall perform such duties as may be authorized
by the board of directors and assigned to them by the president.
The board of directors shall have the absolute right to establish
rules and regulations with respect to the use of the property owned
by the association, including hours of the day that it may be used,
numbers of people and any other matters. It shall also make decisions
with respect to maintenance, improvements and the hiring and firing
of any employees.
Article X - Charges and Special Assessments
(Ammended October 1985 by Board of Directors)
Such lot in Wexford Village shall be subject to an annual assessment
not to exceed Forty Dollars ($40.00) per lot as determined solely
by the board of directors of the corporation for the purpose of
deferring the cost of improving, maintaining and administering the
open space, landscaped circles, walkways, lighting and recreational
facilities. Such $40.00 maximum charge shall not be increased without
fifty percent (50%) vote of the membership entitled to vote at any
annual meeting or special meeting called for the purpose of increasing
such annual maximum charge. A reasonable allowance for administrative
expenses, contingencies and expenses of enforcing the recorded declaration
of conditions, covenants, restrictions and easements affecting Wexford
Village or any subsequent additions may he included in such budget.
Any budgeted funds which shall not have been expended during a given
calendar year shall be deducted from the aggregate maintenance charge
to be levied in the following year provided, however, that a reasonable
reserve for future capital improvements may be maintained. The owners
of record on January 1 of any year shall be charged for the anticipated
cost during that year. The annual assessment to each lot owner shall
be paid on or before February 1 of each year and if not paid on
or before such date shall bear interest at the highest rate permitted
by law from or after February 1 of such year until paid in full.
In the event the assessment is not paid by April 1 of each year
together with the delinquent interest, a judgment may be taken against
the owner of such property or any subsequent purchaser thereof together
with a reasonable cost of collection.
Article XI - Architectural Control Committee
At such time as the developer, Robert C. Voss, Trustee, relinquishes
control of construction as set forth in the recorded restrictions,
the board of directors shall appoint an architectural control committee.
The committee shall consist of three (3) persons. A majority of
the committee may designate one of its members to act for it in
approving building plans but only a majority of the committee may
disapprove such plans. The members of the committee shall not be
entitled to any compensation for services performed as a member
of the committee. The committee shall carry out the intents and
purposes of the declaration of the conditions, covenants, restrictions
and easements affecting the property with which the association
is concerned. One member of the board of directors shall be a member
of such committee and shall act as its chairman.
Article XII - Amendment
These by-laws may be amended by two-thirds (2/3) vote of the directors
then in existence as provided for above, except that amendments
that affect the relationship between the association and the City
of Madison relative to the use of the property owned by the association
shall be subject to approval by the Common Council of the City of
Article XIII - Deposits
All funds of the association shall be deposited in a bank in Dane
County, Wisconsin, and withdrawals only be made on the signatures
of the President and Treasurer.
Article XIV - Salaries
No salaries shall he paid to any officer of the association unless
approved by fifty (50%) percent of the members voting at an annual
meeting or any special meeting called for that purpose.
Article XV - Rules and Regulations
The board of directors shall from time to time promulgate rules
and regulations covering the use and activities of the common areas
and shall furnish any member with a copy of such rules. Dog walking
shall be prohibited in the areas which are designated as tot lots
or children play areas.
Article XVI - Indemnification of Directors and Officers
Each director and officer of the corporation now or hereafter serving
as such, shall he indemnified by the corporation against any and
all claims and liabilities to which he has or shall become subject
by reason of serving or having served as such director or officer,
or by reason of any action alleged to have been taken, omitted,
or neglected by him as such director or officer; and the corporation
shall reimburse each such person for all legal expenses reasonably
incurred by him in connection with any such claim or liability,
provided, however, that no such person shall be indemnified against,
or be reimbursed for any expense incurred in connection with, any
claim or liability arising our of his own willful misconduct or
The amount paid to any officer or director by way of indemnification
shall not exceed his actual, reasonable and necessary expenses incurred
in connection with the matter involved.
The right of indemnification hereinabove provided for shall not
be exclusive of any rights to which any director or officer of the
corporation may otherwise be entitled by law.
Article XVII - Wexford Rules and Regulations for the use of
1. The planting of trees, shrubs, etc. or the placing of swings,
fences, etc. on property under the control of Wexford Village are
prohibited unless authorized in writing by the Wexford Board of
Directors. This includes but is not limited to greenways, including
paths and lot 400 ("park" in the Drumhill Addition).
2. The use of motorized vehicles such as mopeds, motorbikes, motorcycles,
all-terrain vehicles (ATVs), snowmobiles, autos, trucks, etc. is
prohibited on property under the control of the Wexford Board of
Directors. This includes but is not limited to greenways, including
the paths and lot 400 in the Drumhill Addition.
(Rules were published in Wexford Watch on August 1, 1990)