MASTER ASSOCIATION
ARTICLES OF INCORPORATION
Articles of Incorporation trump the by-laws (below)
Oklahoma Statutes trump both Articles of Incorporation and by-laws
However, the covenants trump the Articles of Incorporation and by-laws.
Oklahoma Statutes trump both Articles of Incorporation and by-laws
However, the covenants trump the Articles of Incorporation and by-laws.
Received December 1, 1975
Oklahoma Secretary of State
ARTICLES OF INCORPORATIONOklahoma Secretary of State
OF
BURNING TREE MASTER ASSOCIATION, INC
STATE OF OKLAHOMA )
COUNTY OF TULSA ) SS:
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
We, the undersigned,N.D. HENSHAW, 9511 E 46 Street Tulsa. Oklahoma 74145
HOWARD K EDWARDS, Skyline East Building Tulsa. Oklahoma 74135
LAWRENCE L. MILAM, 3100 S Jamestown Tulsa. Oklahoma 74135
LeROY BLACKSTOCK, 300 Petroleum Club Bldg Tulsa. Oklahoma 74119
JOHN T. FORSYTHE 2325 S Harvard Tulsa, Oklahoma 74110have, in compliance with the requirements of the Non-Profit Corporations Act of the State of Oklahoma, associated themselves together for the purpose of forming a corporation not for profit (This corporation might qualify as a non-profit but according to the IRS <—click none of the subdivisions qualify for non-profit status) and do hereby certify:
COUNTY OF TULSA ) SS:
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
We, the undersigned,N.D. HENSHAW, 9511 E 46 Street Tulsa. Oklahoma 74145
HOWARD K EDWARDS, Skyline East Building Tulsa. Oklahoma 74135
LAWRENCE L. MILAM, 3100 S Jamestown Tulsa. Oklahoma 74135
LeROY BLACKSTOCK, 300 Petroleum Club Bldg Tulsa. Oklahoma 74119
JOHN T. FORSYTHE 2325 S Harvard Tulsa, Oklahoma 74110have, in compliance with the requirements of the Non-Profit Corporations Act of the State of Oklahoma, associated themselves together for the purpose of forming a corporation not for profit (This corporation might qualify as a non-profit but according to the IRS <—click none of the subdivisions qualify for non-profit status) and do hereby certify:
ARTICLE I
The name of the corporation is BURNING TREE MASTER ASSOCIATION, INC.
ARTICLE II
The principal office of the corporation is located at Third Floor, Petroleum Club Building, Tulsa, Oklahoma 74119.
ARTICLE III
LeRoy Blackstock, whose address is Third Floor, Petroleum Building,
Tulsa, Oklahoma 74119, shall be the initial registered agent of the
corporation, and Third Floor, Petroleum Building, Tulsa, Oklahoma 74119,
shall be the initial designated registered office of the corporation.______________________________________________
A note here before you read Article IV, which will follow after the explanation in the blue.
The legal descriptions in the BTMA Articles of Incorporation in Article IV were included to show the location of the property owned by the BTMA. (BTMA owns land in Burning Tree One, Burning Tree East and in Burning Tree South.)
As you read Article IV of the BTMA Articles of Incorporation below you will see clearly that it does not tie any subdivision to BTMA. The BTMA corporation was formed to enhance and protect their properties located in these areas:
As you read Article IV of the BTMA Articles of Incorporation below you will see clearly that it does not tie any subdivision to BTMA. The BTMA corporation was formed to enhance and protect their properties located in these areas:
ARTICLE IV
PURPOSES AND POWERS OF THE ASSOCIATION
This association is formed for purposes not involving pecuniary gain
or profit to its members and shall have no capital stock. The
specific purposes for which this corporation is formed are to provide
for the development, maintenance, and improvements so as to enhance and
protect the value, desirability and attractiveness of certain real property within the tract of property described as follows:Burning Tree, an Addition to the City of Tulsa, Tulsa County, State of Oklahoma, specifically described as:
The Northwest Quarter (NW/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian;
The Northwest Quarter (NW/4) of the Southeast Quarter (SE/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian; and
The East Half (E/2) of the East Half (E/2) of the East Half (E/2) of the Northeast Quarter (NE/4) of the Southwest Quarter (SW/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian, in the City of Tulsa, County of Tulsa, State of Oklahoma
and to promote the health, safety, and welfare of the residents within the above described property or any additions to that property as may hereafter be brought within the jurisdiction of this association by annexation as provided in these articles, and for these purposes to:
(a) own, acquire, build, operate and maintain recreation facilities and structures of any or all kinds for the use and benefit of members of the association and their families and guests; (remember the members of the association, according to Article V below, are the Area Owners Associations)
(b) fix, levy, collect, and enforce payment by any lawful means, all charges or assessments made for construction, maintenance, and operation of recreational facilities; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the association, including all licenses, taxes or governmental charges levied or imposed against the property of the association;
(c) Acquire (by gift, purchase or otherwise) own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of, real or personal property in connection with the affairs of the association,
(d) Borrow money, to mortgage, pledge, deed in trust or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred, and
(e) Have and to exercise any and all powers, rights and privileges which a corporation organized under the Business Corporation Act of the State of Oklahoma by law may now or hereafter have or exercise.
Article V
MEMBERSHIP
Every Burning Tree Area Owners Association approved by Declarant shall be a member of this corporation. Membership in any Burning Tree Area Owners Association shall entitle the members of that organization (homeowners would be the members of that organization) to the rights of use and enjoyment of all facilities of the corporation. MEMBERSHIP
ARTICLE VI
VOTING RIGHTS
Each member of the corporation shall be entitled to one vote and, unless otherwise specified, a vote of a majority of the members shall control. (It does not say if you don't pay you can't vote. See also the Oklahoma statutes regarding this issue. They both trump what is in the by-laws, meaning something cannot be in the by-laws that conflict with the OK statutes and/or the Articles of Inc.)
ARTICLE VII
BOARD OF DIRECTORS
(a) The affairs of the corporation shall be managed by a Board of
Directors. The number of directors selected to serve until the first
annual meeting or until their successors are elected and qualified shall
be five (5). Thereafter, the number of directors shall be determined by the members present at each annual meeting. The number of directors elected shall be no fewer than three (3) and no more than forty-one (41). A director need not be a member of the corporation. BOARD OF DIRECTORS
(b) Each Burning Tree Area Owners Association may elect two directors at each annual meeting.
(c)The names and addresses of the persons who are to serve as initial directors for a term of one (1) year are:
N.D. HENSHAW, 9511 E 46th Street Tulsa, Oklahoma 74145
HOWARD K EDWARDS, Skyline East Building Tulsa, Oklahoma 74135
LAWRENCE L. MILAM, 3100 S Jamestown Tulsa, Oklahoma 74135
LeROY BLACKSTOCK, 300 Petroleum Club Bldg Tulsa, Oklahoma 74119
JOHN T. FORSYTHE 2325 S Harvard Tulsa, Oklahoma 74110
ARTICLE VIII
MERGERS AND CONSOLIDATIONS
To the extent permitted by law, the corporation may participate in mergers and consolidations with other non-profit corporations organized for the same purposes provided that such merger or consolidation shall have the assent of two thirds (2/3) if the votes of the entire membership.MERGERS AND CONSOLIDATIONS
But before there is a merger or consolidation there are other things required by the State of Oklahoma: http://www.oscn.net/applications/oscn/DeliverDocument.asp?CiteID=67156.
Where were the corporations for the subdivisions merged with the BTMA so the BTMA can assess? The Secretary of State's office does not show it. If it happened there is a paper trail of supporting documents, including but not limited to board minutes showing a vote would be taken and when it would be , the votes, the proxies, sign in sheets and the board minutes from that meeting to vote and then the filing with the Secretary of state which the SOS's office says they do not have. See XI below.
ARTICLE IX
DISSOLUTION
The corporation may be dissolved by resolution approved by not less
than two thirds (2/3) of the votes of the entire membership. Upon dissolution of the corporation, the assets both real and
personal, shall be dedicated to the appropriate agency to be devoted to
purposes as nearly as practicable the same as those to which they were
required to be devoted by the association. In the event that such
dedication is refused acceptance, such assets shall be granted, conveyed
and assigned to any non-profit corporation, association, trust or other
organization, to be devoted to purposes and uses that would most nearly
reflect the purposes and uses to which they were required to be devoted
by the corporation.DISSOLUTION
ARTICLE X
DURATION
The corporation shall be in duration for a period of fifty (50) years.DURATION
ARTICLE XI
AMENDMENTS
Amendment of these Articles shall require the assent of 75 percent (75%) of the entire membership of the corporation.AMENDMENTS
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Oklahoma, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation this 26th day of November, 1975.
Signatures show:
N.D. HENSHAW,
HOWARD K EDWARDS,
LAWRENCE L. MILAM,
LeROY BLACKSTOCK,
JOHN T. FORSYTHE,
STATE OF OKLAHOMA )
COUNTY OF TULSA ) ss:
The foregoing instrument was acknowledged before me this 26th day of November, 1975, N.D. HENSHAW, HOWARD K EDWARDS, LAWRENCE L. MILAM, LeROY BLACKSTOCK, JOHN T. FORSYTHE
Notary Public signature (Shirley Clark) and seal is on there showing her commission expires Sept 27, 1979.
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BURNING TREE
MASTER ASSOCIATION
BY-LAWS
BY-LAWS OF BURNING TREE MASTER ASSOCIATION, INC.
These are trumped by the Article of Incorporation and also by the individual HOAs covenants and the Oklahoma Statutes.
Notice that below it does mention the duplexes and apartments, just like the covenants do for the individual HOAs.
ARTICLE I
NAME AND LOCATION
The name of the corporation is BURNING TREE MASTER ASSOCIATION, INC.,
referred to in these bylaws as the Association. The principal office
of the corporation shall be located at ________________, Tulsa,
Oklahoma. The meetings of the members and board of directors shall be
held at such places within the State of Oklahoma, County of Tulsa, as
may be designated by the board of directors.
ARTICLE II
DEFINITIONS
1. “Association” shall mean and refer to Burning Tree Master Association, Inc., its successors and assigns.2. “Articles” shall mean and refer to the Articles of Incorporation of the corporation.
3. “Properties” shall mean and refer to the following described real property situated in Tulsa County , State of Oklahoma:
The Northwest Quarter (NW/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian;
The Northwest Quarter (NW/4) of the Southeast Quarter (SE/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian; and
The East Half (E/2) of the East Half (E/2) of the East Half (E/2) of the Northeast Quarter (NE/4) of the Southwest Quarter (SW/4) of Section 1, Township 18 North, Range 13 East of the Indian Base and Meridian, in the City of Tulsa, County of Tulsa, State of Oklahoma.
4. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association.
5. “Common Facilities” shall mean all recreational and social facilities owned and operated by the Association for the common use and enjoyment of the members of the Association.
6. “Declarant” is Sixty-First and Memorial Development Corporation, an Oklahoma corporation, its designated successors or assigns if designated declarant, for these purposes, by Sixty-First and Memorial Development Corporation in a duly recorded written instrument.
7. “Declaration” shall mean and refer to the certificate or certificates of dedication applicable to the properties recorded in the Office of the County Clerk of Tulsa County, Oklahoma.
8. “Lot” shall mean and refer to any separately numbered plot of land shown upon any recorded subdivision plat of the properties with the exception of the common areas owned by or dedicated to this corporation.
9. “Parcel” shall mean and refer to any separately numbered or designated tract of land not subdivided into lots but shown on the plat of the properties. “Lot” and “Parcel” shall not refer to any of the common areas owned by or dedicated to this corporation, the public or any political subdivision in the United States of America or the State of Oklahoma or any commercial or office areas.
For purposes of these bylaws, any lot or parcel upon which a multi-family structure is permitted and completed shall no longer be defined as a lot from the time a living unit is first sold or leased and continuing as long as a multi-family structure remains on that lot or parcel. See ARTICLE XI ASSESSMENTS 3 (e)
10. “Living Unit” shall mean and refer to any portion of a multi-family (DUPLEX) structure situated on the properties designed and intended for the use and occupancy as a residence by a single family.See ARTICLE XI ASSESSMENTS 3 (e)
11. “Multi-family Structure” shall mean and refer to any building designed and intended for use and occupancy as a residence by two or more families under one roof. (APARTMENTS ) See ARTICLE XI ASSESSMENTS 3 (e)
12. “Members” shall mean and refer to those persons or entities entitled to hold membership in the Association as provided in the Declaration and set forth in these bylaws. (By-Laws cannot contradict the Articles of Incorporation and the BTMA Article so Inc say very specifically that the members were to be the area owners associations, not the homeowners!) And then see for yourself...right here below in see for yourself under Article III under Membership who the members are!)
13. “Owner” shall mean and refer to the record owner, whether one or more persons or entities of a fee simple title to any lot or living unit situated upon the property and which is subject by covenants of record to assessment by the Association, including contract sellers but excluding those having such interest merely as security for the performance of an obligation. (Notice that this one in 13 is about the owner of the lot and the one in #12 refers to the member as the subdivision’s HOA. Why are owners even mentioned here? The homeowners are not tied in in any way with BTMA, due to flawed governing documents. The member was supposed to have been the subdivisions HOA–see for yourself under Article III under Membership! It was never the homeowner.
ARTICLE III
MEMBERSHIP
Every Burning Tree Area Owners Association approved by Declarant shall be a member of the corporation. (There it says the member is the owners association not the homeowner The office of the Secretary of State has advised
that none of the HOAs in the subdivisions are "under" the Burning Tree Master Association! They are all separate corporations. One cannot assume intent.) Membership in Burning Tree Area Owners Association shall entitle the members of those Associations to the right and use of enjoyment of the common areas and common facilities of the Association.
ARTICLE IV
PROPERTY RIGHTS
Each owner (refer to #13 above to see who the owner is) shall be entitled to the use and enjoyment of the common area and facilities as provided in the Declaration. (So
the BTMA is giving rights to property owners of the described lots, yet
there is no legal document that requires the owners to be assessed.…NICE!! and it gets even better….read the next sentence!) Any owner may delegate his rights of enjoyment of the common areas and facilities to members of his family, his tenants or contract purchasers who reside on the property. (In that sentence do you see where it states that it says grandkids who don’t reside on the property can have those rights given to them?) Each member shall notify the secretary of the corporation in writing of the name of any such delegatee.
The rights and privileges of such delegatee are subject to suspension
to the same extent as those of the member. Each owner’s right and
easement of enjoyment in and to the common area and the common
facilities shall be appurtenant to and shall pass with title to every
lot or parcel to the following provisions:(1) The right of the Association to limit the number of guests of members;
(2) The right of the Association to charge reasonable admission and other fees for the use of any common facilities situated upon the common areas; See Article VIII 1(b) below for more information on this. Wendy Berezowski, while President, 2010-2011 said this may give them the right; not that they SHOULD or HAVE to charge. She posted that she brings in 9 people. (See VIII (b) below.)
(3) The right of the Association in accordance with its Articles and Bylaws to borrow money for the purpose of improving the common area and facilities and in aid thereof to mortgage the same. The rights of the Association, however, shall be subordinate to the right of any mortgages made in good faith and for value prior to such mortgage by the Association;
(4) The right of the Association to suspend voting rights and the right to use of the recreational facilities of any owner ( why would the owner have voting rights hif they are not the member..but then you need to be aware of what Oklahoma statues and the BTMA articles of incorporation state about voting....and they both trump by-laws) for any period during which any assessment against his lot or parcel remains unpaid; (the owner is NOT the member. Look at the definitions above.
(5) The right of the Association upon the assent of two-thirds (2/3) of the members to dedicate, sell, or transfer all or any part of the common areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members; and
(6) The right of the Association to allow the limited use of the common areas and common facilities by the tenants of office and commercial lots and parcels to charge reasonable fees for such use.
ARTICLE V
MEETINGS OF MEMBERS
1. The first annual meeting of the members shall be on the ____ day
of ________, 1976, and each subsequent annual meeting f the members
shall be held on the same day of the same month each year thereafter at
7:30 p.m. If the day for the annual meeting of the members is a legal
holiday, then the meeting will be held at the same hour on the first day
following which is not a legal holiday. The board of directors, by
resolution, shall fix a date for the meeting no more than thirty (30)
days before or after that date.2. Special meetings of the members may be called at any time by the president or by the board of directors. A special meeting shall be called upon written request of twenty-five (25) of the members who are entitled to vote. (Where are the twenty-five members who signed a written request when Paula Hendrix quickly called a meeting for a day later to remove TeShauna Conrad when she started asking questions?? The letter we all got was signed by Paula Hendrix only. Why would she do this? Why would the BTMA board have ever allowed this to take place?) Then look at the next step that must be done….and of course the board did not do this either.)
3. Written notice of each meeting of the members shall be given by or at the direction of the secretary or person authorized to call the meeting by mailing a copy of such notice, postage prepaid, at least ten (10) days before the meeting to each member entitled to vote addressed to the member’s last address appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. The notice shall specify the place, day, hour and agenda of the meeting and in case of a special meeting, the purpose of the meeting.
4. The presence at the meeting of members entitled to vote or of proxies entitled to vote of one-half (1/2) of all the votes shall constitute a quorum (how many times has this not been done?) for any action except as otherwise provided in these bylaws, the Declaration, or the Articles. If such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting until a quorum shall be present or represented. The meeting may be adjourned to a date not less than forty-eight hours, no more than thirty (30) days after the original meeting date. At such reconvened meeting, the presence of members entitled to cast at least twenty-five percent (25%) of all the votes in person or by proxy shall constitute a quorum. A meeting may only be reconvened once. Thereafter, a new meeting must be called and the original quorum requirements shall be applicable.
5. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary prior to the beginning of any meeting where the proxy is to be exercised. Every proxy shall be revocable.
6. Wherever the Articles require the assent of the members, the assent shall be obtained at a meeting called for the purpose, pursuant to the notice, quorum and adjournment requirements applicable. In the event that a quorum is present but the required majority of each class of members is not present in person or by proxy, the members not present may thereafter give their written assent to the action taken.
ARTICLE VI
BOARD OF DIRECTORS
- The affairs of the Association shall be managed by a board of directors who need not be members of the corporation. (So anyone, living anywhere –even the homeless–could be on the BTMA board of directors??? Who exactly determined who could run –just whomever showed up at the annual meeting? And how exactly was it determined that some homeowners could vote and other homeowners could not vote??? The homeowners aren’t the members yet some were allowed to vote while others weren’t….hmmmmm.) The number elected to serve until the first annual meeting and until their successors are elected and qualified shall be five (5) directors, but in no case shall there be fewer than three (3). Thereafter, the number of directors shall be determined by the members (members maybe were supposed to have been the subdivisions, according to Article III However with no paperwork ever done the subdivisions are not the members either) present at each annual meeting. Each member may elect two (2) directors. To the extent directorships remain unfilled after each member has elected two directors, any such vacancy shall be filled by directors elected by majority vote of all the members.
3. No director shall receive compensation for any service he may render to the corporation; (This includes the concession money since that was to go back into the operating expenses.) however, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
4. Directors shall be elected by the members (subdivisions HOA) . Each member (see..when it says member it is talking about HOA, not the homeowner) may elect two (2) directors to represent it on the board of directors of the corporation (BTMA). The board of directors may appoint a Nominating Committee which shall make as many nominations for election to the board, in addition to those elected by the individual members (subdivisions) , as it shall in its discretion determine.
ARTICLE VII
MEETINGS OF DIRECTORS
1. Regular meetings of the board shall be held monthly without notice at such place and hour as may be fixed from time to time by resolution of the board.2. Special meetings of the board shall be held when called by the president of the corporation, or by any two (2) directors, after not less than three (3) days’ notice to each director.
3. A majority of the directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.
4. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. (Oklahoma statutes require this written approval must be filed with the minutes. And OK statutes allow for an inspection of the books and records just as the by-law allow.)
ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
1. The board of directors shall have power to:(a) adopt and publish rules and regulations governing the use of the common area and facilities, and the personal conduct of the members and their guests therein, and to establish penalties for the infraction thereof.
(b) determine a reasonable admission fee or charge for the use of recreational facilities situated upon the common area; (See Article IV 2 above.) Why are they not charging those who use the facility to swim instead of forcing all homeowners to carry those who actually use the facility???
(c ) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration; (just read the underlined words here)
(d) declare the office of a member of the board of directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the board of directors; and
(e) employ a manager, an independent contractor and such other employees as they deem necessary, and to prescribe their duties and compensation.
2. It shall be the duty of the board of directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) as more fully provided herein, and in the Declaration,
(1) fix (in legal talk “fix” means” to confirm”) the amount of the annual assessment against each lot and living unit (how is that when this states the member is the HOA?? not the homeowners! See Article III above) at least thirty (30) days in advance of each annual assessment period, as hereinafter provided in Article XI, and
(2) send written notice of each assessment to every owner (why would you send a notice to the owners? They are NOT the members according to the Article III above and the Articles of Incorporation!) subject thereto at least thirty (30) days in advance of each annual assessment period; Oh, and 30 days in advance, huh? The demand for payment from the homeowners in 2011 were postmarked May 3rd, 2011 and due May 15, 2011…(hhhmmmm....NOTED).
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (bonded is not the same as getting D&O insurance and according to the non-profits statute you don’t need it insurance, so why has money been used for it every year???? however the board uses assessments to buy it for themselves every single year) and
(g) cause the common areas to be maintained.
ARTICLE IX
OFFICERS AND THEIR DUTIES
1. The officers of this Association shall be a president, a vice president, a secretary, and a treasurer, who shall at all times be members of the board of directors, and such other officers as the board may from time to time by resolution create.2. The election of officers shall take place at the first meeting of the board of directors following each annual meeting of the members.
3. The officers of this Association shall be elected annually by the board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
4. The board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for one (1) year, have such authority, and perform such duties as the board may from time to time determine.
5. Any officer may be removed from office with or without cause by the board. (But should he be removed as an officer he still remains as a director, because it was not the board that voted him in as a director….it was the members….so only a majority of the members may remove a director) Any officer may resign at any time by giving written notice to the board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective
6. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
7. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. (So nobody but the Treasurer or a Secretary/Treasurer can sign checks or do any other task that the Treasurer is charged to do.)
8. The duties of the officers are as follows:
President
(a) The president shall preside at all meetings of the board of
directors; shall see that orders and resolutions of the board are
carried out; and shall sign all leases, mortgages, deeds, and other
written instruments.
Vice President
(b) The vice president shall act in the place of the president in
the event of his absence, inability or refusal to act and shall exercise
and discharge such other duties as may be required of him by the board.
Secretary
(c) The secretary shall record the votes and keep the minutes of all
the meetings and proceedings of the board and of the members; keep the
corporate seal of the Association and affix it on all papers requiring
said seal; serve notice of meetings of the board and of the members;
keep appropriate current records showing the name and address of the
members of the Association together with the number of votes to which
each member is entitled, and shall perform such other duties as required
by the board.
Treasurer
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the board of directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year.(Thus, it is VERY CLEAR that a Treasurer is an officer. Remember #3 above where it says: 3. The officers of this Association shall be elected annually by the board? This means unless someone is elected first to the board of directors, and then is voted in as an officer they are not to handle the work of the Treasurer.)
So where are the 30+ years of audits?
ARTICLE X
BOOKS AND RECORDS AND RECORDS
1. The books, records and papers of the corporation shall at all times during reasonable business hours, be subject to inspection by any member.
The Declaration, the Articles and these bylaws shall be available for
inspection by any member at the principal office of the corporation,
where copies may be purchased at reasonable cost.Oklahoma Statutes O.S.§, 22 1065 and O.S §18 1069, as well as the Oklahoma Constitution § 2 28 require compliance of the above, by all board members.
2. There shall be an annual audit of the books and records of the corporation by an independent public accountant and a copy thereof shall be sent to each member within thirty (30) day after completion thereof. (Did you notice that this recently past board (2010-2011) promised to have an audit but they aren’t doing it afterall? They show it on the budget for 2013, which is no surprise as it always gets put in the budget but is never done. And some of these very same people are right back on the board for 2011-2012!!)
ARTICLE XI
ASSESSMENTS
1. By the declaration each member (MEMBER,
NOT HOMEOWNER! See definitions at the beginning to understand the HUGE
difference between member and homeowner as you read through this
article) These are the by-laws....not the covenants. Covenants trump by-laws.... is deemed to covenant and agree to pay the Association:
(1) annual assessments or charges, and (2) special assessments for
capital improvements. The annual and special assessments, together with
such interest thereon and costs of collection thereof, as hereinafter
provided, shall be a charge on the land and shall be a continuing lien
upon the property against which each assessment is made. (As
the attorneys have advised the Burning Tree Master Association, that
putting a lien on the property of a homeowner may constitute “Slander of
Title” by the board members who can be held personally liable. ) Each such assessment,
together with such interest, costs, and reasonable attorney’s fees shall
also be the personal obligation of the person who was the owner of such
property (Why, if the member is NOT the
homeowner but the HOA ) at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them.2. The assessments levied by the Association shall be used exclusively for the purpose of promoting recreation, health, safety, and welfare of the residents in the properties (not grandchildren or anyone who does not live with you so why are homeowners forced to pay for the summer vacation of someone's grandkids) and in particular for the improvement and maintenance of the common area, services, and facilities devoted to this purpose and related to the use and enjoyment of the common area, and of the homes situated upon the properties.
3. Until January 1 of the year immediately following the conveyance of the first lot or living unit to an owner, the maximum annual assessment shall be $_____ per lot or living unit.
(a) From and after January 1 of the year immediately following the conveyance of the first lot or living unit to an owner, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D.C.) for the preceding month of July, computed pursuant to the provisions of Section 4 of this Article.
(b) From and after January 1 of the year immediately following the conveyance of the first lot or living unit to an owner, the maximum annual assessment may be increased above that established by the Consumer Price Index formula by a vote of the members for the next succeeding two years and at the end of each period of two years ; provided that any such assessment shall have the assent of the members entitled to cast two-thirds (2/3) of the votes eligible to be cast by each class of members at a meeting duly called for this purpose. Written notice of said meeting setting forth the purposes thereof shall be sent to all the members not less than 30 days nor more than sixty (60) days in advance of the meeting. In the event at any such meeting there are not sufficient members present or by proxy to cast two-thirds (2/3) of all those votes eligible to be cast by each class of members, but there are sufficient members present in person or by proxy to constitute a quorum as hereinafter defined, or in the event there are sufficient members present in person or by proxy to cast two-thirds (2/3) of said votes but such members fail to assent to such increased assessment by the vote required therefore, members not so present at such meeting may, within thirty (30) days thereafter, give their written assent to such assessment, and upon delivery of such written assents to the Secretary of the Association within such time, the votes of such members not so present at such meeting shall be deemed votes cast at such meeting in favor of such assessment. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.
(c) After consideration of current maintenance costs and future needs of the Association, the board of directors may fix (an attorney advised the word “fix” used hereto means “confirm”, after a vote by the members, as it says above) the annual assessment at an amount not in excess of the authorized maximum. But now that we all know the truth that homeowners are not the members, just who or what does the Burning Tree Master Association board of directors think they can assess?
(d) The annual assessment for an unimproved lot shall be 50% of the assessment for a lot on which a dwelling has been constructed. Beginning the first day of the month following the month in which a building permit is issued for the construction of a dwelling on an unimproved lot, the assessment shall be as provided in Paragraphs 3 (a) through 3 (c).
(e) The annual assessment for each living unit constructed on a multi-family lot (duplex) shall be the assessment fixed for a lot. The number of living units assessed shall be the number of allowable living units fixed by the Declarant. (apartment) Why have the duplexes and apartments not been assessed if it is in the covenants for those areas?
4. The Consumer Price Index establishes the United Sates City Average numerical rating for the month of July, 1967 as ________. This will be the base rating. To determine the percentage to be applied to the maximum annual assessment for each subsequent year, divide this base rating into the numerical rating established by the Consumer Price Index for the month of July preceding the proposed assessment year. This adjustment percentage, if in excess of 100 percentum, is multiplied by the original maximum annual assessments to obtain the maximum assessment for the subsequent year for each lot and living unit
5. In addition, to the assessments authorized above, the Association may levy in any assessment year, a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the common area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of the members entitled to cast two-thirds (2/3) of the votes eligible to be cast by each class of members at a meeting duly called for this purpose. Written notice of said meeting setting forth the purpose thereof shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. In the event at any such meeting there are not sufficient members present in person or by proxy to cast two-thirds (2/3) of all those votes eligible to be cast by each class of members, but there are sufficient members present in person or by proxy to cast two-thirds (2/3) of said votes but such members fail to assent to such special assessment by the vote required therefore, members not so present at such meeting may, within thirty (30) days thereafter, give their written assents to the Secretary of the Association within such time, the votes of such members not so present at such meeting shall be deemed votes cast at such meeting in favor of such assessment.
6. At the first meeting called, as provided in Sections 3 and 5 hereof, the presence at the meeting of members or of proxies entitled to cast two-thirds (2/3) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 3 and 5, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting
7. The annual assessments provided for herein shall commence as to all lots or living units on January 1, 1976. (It does not say "except the apartments and duplexes") The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. With the exception of the first annual assessment which may be fixed at any time prior to the assessment date, the board of directors of the Association shall fix the amt of the annual assessment against each lot or living unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto. The due dates of assessments shall be established by the board of directors. The Association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified or living unit have been paid. A reasonable charge may be made by the board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.
8. Any assessments which are not paid when due shall be delinquent and shall constitute a lien on the lot or living unit against which the assessment is made. (The members were supposed to have been the subdivision HOAs—-read the definitions at the top of this And read Article III on who the members are—-It is NOT the property owners and not the homeowners! Read the governing documents. The subdivisions HOAs do NOT own a single lot or a living unit and also the State of Oklahoma and Tulsa County do not show anything that gives the BTMA any authority to assess the subdivisions HOA. Additionally the HOAs aren’t assessing —so how is that going to work?) If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum, (THERE ARE LAWS AGAINST USURY found under the Oklahoma Statutes) and the Association may bring an action at law against the owner (Why the owner? The owner is not the member, according to the definitions above in this information. See Article III on who the member is ) personally obligated to pay the same, or foreclose its lien against the property (a couple of points incorrect in that sentence! Be careful as you could not foreclose on a home with homestead exemption, even if the homeowner was the member) , or both, and interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. (?) No owner may waive or otherwise escape liability for the assessments (no owner is a member! However, if it had been filed correctly with the Secretary of State that the member was the subdivision why is the member being referred to as the owner…What does the subdivision own?) provided for herein by non-use of the common area or abandonment of his lot or living unit.
When it was mentioned that BTMA also had no authority to tack on a late charge Ms. Berozowski actually stated that she and her board were not doing that. Yet, she and her board send out the invoices postmarked May 3, 2011 -we all have a copy–and right there it says: “Late Fee: A $25.00 late fee will be due for any assessment not paid in full by July 31.“
Assessment liens shall continue for a period of one (1) year from the date upon which an assessment becomes delinquent, and no longer; (look at that it says “for one year….and no longer”) provided that if, (there is the qualifier that they might be able to continue it for one year but only IF) within such period, proceedings shall have been instituted to enforce such lien in any court in Tulsa County, Oklahoma, having jurisdiction in suits for the enforcement of liens, such lien shall continue until the termination of the proceeding and until the sale of such lot or living unit under execution of the judgment establishing it. (it is NOT the homeowner who is the member….see Article III. So, let me get this straight….the BTMA has actually put liens on homeowners when the homeowners are not the members and this board of directors knows the truth–that the homeowners are not, and never were, members yet, they have left 22 homeowners with liens??
———> CLICK HERE TO SEE WHAT THE ATTORNEYS HAD TO SAY ABOUT IT
And remember it says in ARTICLE VII 3. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board. I hope all board members read and understand that.
9. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage now or hereafter placed upon any lot or living unit subject to assessment; provided, however, that such subordination shall apply only to the assessments or installments thereof which have become due and payable prior to the sale of such lot or living unit pursuant to a foreclosure of such mortgage or transfer or conveyance in lieu of such foreclosure. Such sale pursuant to such foreclosure or such transfer or conveyance in lieu of such foreclosure shall not relieve such lot or living unit from liability for any assessments or installments thereof thereafter becoming due nor from the lien of any such subsequent assessments or installments.
10. The following property subject to this Declaration shall be exempt from the assessments created herein: (a) all properties dedicated to and accepted by a local public authority or conveyed to a public utility; (b) the common area; and (c) all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Oklahoma, as long as such property is not used for residential purposes.
ARTICLE XII
ALLOCATION OF INCOME AND EXPENSES
1. The corporation shall apply all its revenue from whatever
sources derived to the payment of its operating expenses and to other
necessary items of disbursement, inclusive of but not limited to,
retirement of indebtedness, if any, and construction and improvement of
recreational facilities. In addition, the corporation may establish
reasonable cash reserves for anticipated future disbursements for
maintenance and operating expense, construction and improvement of
recreational facilities, and the retirement of debt not subject to
amortization. At the end of each fiscal year, any funds remaining after
such provisions for anticipated future disbursements shall, in the
discretion of the board of directors, be:(a) applied to the construction or improvement of additional recreational facilities for the benefit of all members of the corporation and the respective owners of each such member, (if member = subdivision, then would the “owners of each such member” be the homeowners) or
(b) distributed to members of the corporation in a reasonable manner. Any such funds so distributed to the members of the corporation shall be used in the discretion of each such member (subdivision) for the payment of operating expenses of such member (subdivision) or for construction or improvement of recreational facilities for the benefit of such member and its owners In no event shall a member of this corporation make a distribution to its owners (homeowners?) of any sums so distributed to it by this corporation;
provided, however, that the board of directors of this corporation shall not permit an unreasonable accumulation of undesignated funds of this corporation. It is the intention of this provision to impose an affirmative obligation of the board of directors to expend or establish cash reserves for future expenditures for the benefit of the homeowners in the Burning Tree area of any cash funds remaining after the payment of current operating expenses, <— So....Homeowners aren’t the members but the BTMA is going to establish cash reserves for future expenditures for the benefit of the homeowners in the Burning Tree area of any cash funds remaining after the payment of current operating expenses???, the establishment of reasonable cash reserves for anticipated future disbursements for maintenance and operating expenses, and the establishment of reserves for the construction of recreational facilities or the retirement of debt not subject to amortization.
2. In the event that the corporation has an operating deficit at the end of the its fiscal year, after having applied all prior years’ surplus earnings, such deficit shall be allocated to members on the following basis:
(a) Each member (again the member is the HOA, not the property owner or a homeowner…. If you are in Burning Tree East be sure to check your Covenants to see if your lot falls under the Area Owners Association #5 or #6. If you are in #6, be aware that your HOA wasn't even incorporated, and you do not, by default just fall under Area #5, no matter if someone did not tell you the truth. The Covenant is a contract -- go to the Tulsa County Assessor’s site to get your lot and block. Then simply check the covenants to see if your lot and block are in #6. ) shall pay that fractional part of the corporation’s deficit equal to the total amount of the deficit multiplied by a fraction, the numerator of which is the dollar amount total annual assessments levied by that member on its membership and the denominator of which is the dollar amount of the total annual assessments levied by all members on their memberships.
3. Each member shall treat any assessment against it by the corporation to cover an operating expense deficit as an operating expense of the member.
4. In the event a member (the subdivision’s HOA) fails to pay its share of the corporation’s operating expense within thirty (30) days after having been notified of the amount due, the member (the subdivision’s HOA) shall be suspended from participation in the affairs of the corporation, and the member’s (the subdivision’s HOA) membership (homeowners) shall be prohibited from using the facilities of the corporation until such time as the amount assessed is paid by the member.(the subdivision’s HOA)
ARTICLE XIII
CORPORATE SEAL
The corporation shall have a seal in circular form having within its
circumference the words: BURNING TREE MASTER ASSOCIATION, INC.
ARTICLE XIV
AMENDMENTS
These bylaws may be amended, at a regular or special
meeting of the members, by a vote of a seventy-five percent (75%)
majority of a quorum of members present in person or by proxy. If any amendments were made truly made then there should be board minutes showing when it was decided to send out the notice to homeowners that there would be a vote, then in the minutes of the meeting where the vote was taken the sign in sheets, the vote, who attended, the proxies that were counted and the actual proxies. There is a paper trail.
ARTICLE XV
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year. (When was this amended? )Adopted this ____ day of ________,1975
(corporate seal) BURNING TREE MASTER ASSOCIATION, INC.
An Oklahoma Corporation
ATTEST:
______________________________ By: _____________________________
Secretary President
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