Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the corporation, and that authority may be general or confined to specific instances. A director or officer of the corporation shall not be disqualified by his office from dealing or contracting with the corporation either as a vendor, purchaser, creditor, debtor or otherwise. The fact that any director or officer, or any firm of which any director of the corporation is a member, officer or director, is in any way interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the director or officer of the corporation to account to the corporation for any profits therefrom if the transaction or contract is or shall be authorized, ratified or approved by vote of a majority of a quorum of the board of directors excluding the interested director.

 

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. That authority may be general or confined to specific instances. No loans shall be made by the corporation to its members, officers or directors.

 

Section 3. Checks, Drafts, Deposits, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation and in the manner as shall from time to time be determined by resolution of the board of directors. All funds of the corporation not otherwise employed shall be deposited from time to time to accounts in the name of the corporation in the banks, trust companies or other depositories as the board of directors may select. Corporation funds shall not be commingled with the funds of any other community organization, nor with the funds of any manager of the corporation or any other person responsible for the custody of such funds.

 

Section 4. Officer and Director Compensation. No officer or director shall receive any compensation for acting or serving as a director or officer of this corporation, provided that nothing herein shall prevent the corporation from reimbursing an officer or director for reasonable and necessary expenses incurred in the business and affairs of the corporation.

 

Section 5. Financial and Other Records. Sufficiently detailed financial and other records shall be kept by the corporation to enable the corporation to fully declare to each member the true statement of the corporation's financial status. All records of the corporation, including the names and addresses of the members and occupants of the Lots, shall be available for examination by all members, holders of mortgages on the Lots, and their respective authorized agents on reasonable advance notice during normal working hours at the offices of the corporation or its managing agent, if any. The corporation shall not release the unlisted telephone number of any member. The corporation may impose and collect a reasonable charge for copies of records and any reasonable costs incurred by the corporation in providing access to records. At least annually, the corporation shall prepare, or cause to be prepared, a financial statement of the corporation. If the corporation has annual assessments of fifty thousand dollars or more, the financial statement of the corporation for such years shall be audited by an independent certified public accountant unless waived by sixty-seven percent of the votes cast by the membership at a meeting of the membership at which a quorum is present. The vote shall be taken each year to waive the audit for the year.

 

Section 6. Budget. The directors shall prepare an annual budget which contains the estimated cost of providing the corporation's services required or permitted by the Declaration of Protective Covenants for Woodbrook, together with reasonable reserves. The total amount of the budget amount shall be an assessment levied among and against the memberships in monthly or less frequent installments. The budget may be revised from time to time as the directors deem advisable. Within thirty (30) days after the board of directors adopts any proposed regular or special budget, it shall mail a summary of the budget to each membership with a notice of a meeting of membership for the purpose of considering ratification of the proposed budget, which meeting shall be not less than fourteen (14) nor more than sixty (60) days after mailing of the summary of the budget to the membership. Unless at that meeting a majority of the memberships vote to reject the proposed budget, the proposed budget is ratified whether or not a quorum was present at the meeting. If the proposed budget is rejected by a majority vote of the membership at the meeting, or if the required notice is not given, the periodic budget last ratified by the membership shall be continued until such time as the membership ratify a subsequent budget proposed by the board of directors.