Section 1. Membership. Pursuant to the terms of the Articles of Incorporation, any person who is a resident of or any homeowner’s association which has its principal office or primary activity in Brown and/or Lincoln Township, Hendricks County, Indiana, may become a member of the Corporation upon the acceptance of his or its application for membership by either the Board of Directors or a designated committee thereof.

Section 2. Membership Applications. Membership applications must be written and the Board of Directors shall determine the form thereof.

Section 3. Dues. The membership dues will be $10 per individual member per year, or (in the case of organizations or associations) $25 per year, payable when and as directed by the Board of Directors. The membership year will be from March 1 to the last day of February of the following year.

Section 4. Term of Membership. Any person who becomes a member of the Corporation shall continue as such so long as that person continues to be qualified to become a member of this Corporation.

Section 5. Membership Certificates. As provided by law, each member of the Corporation shall be entitled to receive a membership certificate. Upon receipt of a properly completed application form and the payment of dues, the member’s certificate will be issued by the Treasurer. Only certificates bearing the Treasurer’s initials shall be valid. The form of such certificate shall be prescribed by resolution of the Board of Directors.

Section 6. Transfer of Membership Certificates. Membership certificates of the Corporation shall not, after issuance, be transferable or assignable in any manner.

Section 1. Place of Meetings. Meetings of the members of the Corporation shall be held at such place as shall be specified in the notices thereof.

Section 2. Annual Meeting. The annual meeting of the members of the Corporation shall be held at the principal office of the Corporation in the City of Brownsburg, Indiana, on the Second Wednesday in March of each year unless the Board of Directors or Executive Committee shall determine otherwise by resolution not less than fifteen (15) days prior to the date of any such meeting. The notice of this meeting may take the form of e-mail, telephone call, telegram, or notification via the United States Postal Service.

Section 3. Special Meetings. Special meetings of the members may be called by the President, by a majority of the Board of Directors or by written petition signed by not less than one-tenth (1/10th) of all members of the Corporation.

Section 4. Notice of Special Meetings. At least ten (10) days before the date of any special meeting of members a notice stating the place, day, and hour of such meeting and the purposes for which it is called shall be communicated to each member by the Secretary of the Corporation, or by the officer or person calling the meeting. This communication may take the form of e-mail, telephone call, telegram, or notification via the United States Postal Service.

Section 5. Quorum. One-fourth (1/4th) of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of business, and 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, unless the act of a greater number is required by law, the Articles of Incorporation, or this Code of By-Laws.

Section l. Duties and Qualifications. The Board of Directors, all of whom shall be residents of Brown and Lincoln Township, shall arrange the business affairs of the Corporation. In addition to all other qualifications, not less than one Director shall be chosen from each of the election districts designated by the Board before each annual meeting of members.

Section 2. Number and Terms of Office. There shall be forty (40) members of the Board of Directors of the Corporation who shall be elected at the annual meeting of members for a term of two years (or a lesser term in the case of vacancies) and until their successors are elected and qualified.

In addition to the foregoing members, there shall be ex-officio members of the Board of Directors who represent the various appointed and elected officials of the Town of Brownsburg and Hendricks County. The ex-officio members of the Board of Directors do not have voting privileges, as such privileges are generally precluded by their other positions.

If any member of the Board of Directors, other than ex-officio members, is absent for three (3) consecutive regular meetings of the Board, without an acceptable explanation therefor presented to either the President or Secretary, such member may be asked whether he/she desires to serve and the Board may then determine whether he/she should be removed so that a more active member may be elected in his/her place.

Section 3. Vacancies. Any vacancy on the Board of Directors may be filled by a majority vote of the remaining members of the Board of Directors (acting in their capacities as Directors or active members) present at any meeting in which there is a quorum, and any such successor Director shall hold office until the next annual meeting of members and until his successor is elected and qualified.

Section 4. Compensation. Members of the Board of Directors shall receive no compensation for service as Directors of the Corporation.

Section 1. Standing Committees. The standing committees of the Corporation shall consist of the Executive Committee, Membership Committee, and such other standing committees as the Board of Directors may from time to time create. The Board of Directors shall at all times be entitled to exercise any powers delegated to any standing committee by this Code of By-Laws or otherwise.

Section 2. Chair of Standing Committees. If the Board of Directors does not designate and appoint the chair of the standing committees at the annual meeting of the Board, within thirty (30) days after such annual meeting, the President shall appoint the chair of each standing committee who shall serve for a term of one (1) year commencing with the date of such annual meeting or the date of appointment and continuing until the next succeeding annual meeting or until his successor is appointed and takes office. The President may at any time remove any chair of a standing or special committee.

Section 3. Members of Standing Committees. Each standing committee shall have such members as are specified in Article V of this Code of By-Laws. The President shall be an ex-officio member with full voting rights on each standing committee. Each standing committee shall elect, at its first meeting, one of its members as its vice-chair and one of its members as its secretary to record the minutes of all its meetings.

Section 4. Meetings of Standing Committees. Meetings of each standing committee may be called by its chair or by the President of the Corporation. Subject to the provisions of this Code of By-Laws, each committee shall hold its meetings in accordance with such rules of procedure and at such place as shall be fixed by a majority of the members of such committee.

Section 5. Special Committees. The President may appoint special committees with the concurrence of the Board of Directors for such special purposes as circumstances warrant. Any such special committee shall limit its activities to the accomplishment of the purposes for which created and shall have no power to act except such as is specifically conferred upon it by action of the Board of Directors of the final report of any such committee, such committee shall stand discharged.

Section 6. Operating Procedures. Each committee, whether standing or special, shall submit to the Board of Directors a written report of its activities at least once annually, or more often when requested by the President or the Board of Directors.

Section 1. Executive Committee. The Executive Committee shall consist of the President and other officers who are also Directors and, in addition, such other members of the Board of Directors as the Board may designate. The President shall act as chair of the Executive Committee and the Secretary of the Corporation shall act as the secretary of the Executive Committee. No member of the Committee shall continue as such after he/she ceases to be a member of the Board of Directors. During the intervals between meetings of the Board of Directors and subject to such limitations as may be imposed by law, the Articles of Incorporation or this Code of By-Laws, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the Corporation, except that no action shall be taken which shall conflict with the expressed policies of the Board of Directors.

Section 2. Membership Committee. The Membership Committee shall be composed of three (3) or more members of the Corporation. The Membership Committee shall be responsible for the recruitment of members of the Corporation.

Section 1. Number and Qualifications. The Officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such assistant or subordinate Officers, as the Board of Directors shall deem necessary.

Section 2. Election of Officers. Each Officer of the Corporation shall be elected annually by the Board of Directors at its annual meeting to hold office for a minimum term of one (1) year, commencing on the date of his election and continuing until his successor is duly elected and takes office.

Section 3. Vacancies. Whenever any vacancies shall occur in any of the offices of the Corporation by reason of death, resignation, removal or otherwise, the same shall be filled by the Board of Directors, and any officer so elected shall hold office until the next annual meeting of the Board of Directors and until his successor shall be duly elected and qualified.

Section 4. Removal. The Board of Directors may remove any Officer of the Corporation from office whenever, in its judgment, the best interests of the Corporation will be served thereby.

Section 5. Delegation of Official Authority. In case of the absence or disability of any Officer of the Corporation, the Board of Directors may delegate the powers or duties of such Officer or any other qualified person for a specified period.

Section 1. President. The President shall preside at meetings of the Directors or members and shall be an ex-officio member of all standing and special committees. The President shall discharge all the usual functions of the chief executive officer of a corporation, including the execution on behalf of the corporation of all Board-authorized leases, contracts, and other official documents, and shall perform such other duties as this Code of By-Laws or the Board of Directors may prescribe.

Section 2. Executive Vice President. In the absence or upon the request of the President, the Executive Vice President shall assume and perform the duties of the President. In the absence of an elected Executive Vice President, the Secretary will assume these duties.

Section 3. Vice Presidents. Brown and Lincoln Townships have been divided into 8 districts of approximately equal geographic size. Each district is to have a Vice President. The Vice President will be responsible for communicating with the residents and any homeowner’s associations within his/her district. In the event of a Plan Commission or Zoning Board matter within this district, the Association will set up a subcommittee meeting with the petitioner to determine the details of the hearing. The Vice President of the district will communicate with those affected by the hearing and invite them to this meeting. Additionally, the district Vice Presidents will serve as the eyes and ears of the Association by keeping tabs on unofficial or rumored proposals within their districts as they develop, and collect information that otherwise might not be available to the Officers of the Association. The Vice Presidents shall perform other such duties as the Board of Directors may prescribe.

Section 4. Secretary. The Secretary shall attend all meetings of the members and Directors and shall keep, or cause to be kept, in a book provided for the purpose, a true and complete record of the proceedings of such meetings. The Secretary also shall attest the execution by the Corporation of all Board-authorized leases, contracts, and other official documents. He/she shall attend to the giving and serving of all notices of Corporate meetings pursuant to this Code of By-Laws, shall have custody of the books (except books of account) and records of the Corporation and in general shall perform all duties pertaining to the office of Secretary and such other duties as this Code of By-Laws or the Board of Directors may prescribe. In the case of absence or illness of the Secretary, these duties shall be assigned to a Vice President by the President.

Section 5. Treasurer. The Treasurer shall keep, or cause to be kept, correct and complete records of account, showing accurately at all times the financial condition of the Corporation. Subject to the direction of the Board of Directors, the Treasurer shall be responsible for all funds and monies which may from time to time come into the possession of the Corporation, and shall deposit, or cause to be deposited, the funds of the Corporation with such depositaries as the Board of Directors shall designate. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested by the Board, a statement of the financial condition of the Corporation, and he/she shall perform such other duties as this Code of By-Laws or the Board of Directors may prescribe.

Section 6. Assistant Officers. Such Assistant Officers as the Board of Directors may from time to time designate and elect shall have such powers and duties as the Officers whom they are elected to assist shall specify and delegate to them and such other powers and duties as this Code of By-Laws or the Board of Directors may prescribe. An Assistant Secretary may, in the event of the absence or disability of the Secretary, attest the execution of documents by the Corporation.

Section 1. Rules of Order. Meetings of members and meetings of the Board of Directors shall be governed by the rules contained in Robert’s Rules of Order. Revised in all cases in which such rules are applicable and in which they are not inconsistent with the Articles of Incorporation, this Code of By-Laws or any special rules of order of the Corporation.

Section 2. Banking Procedures. With respect to the withdrawal of funds of the Corporation from any depository, the signature of any one (1) of the Officers of the Corporation shall be required.

Section 3. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year and end on the thirty-first day of December.

Section 4. Membership Year. The membership year shall be from March 1 until the last day of February of the following year.

Section 5. Abbreviation of Name. The abbreviated name of the Brown/Lincoln Township Residents Association shall be BLTRA. This abbreviated name may be used in lieu of the full name on all correspondence, checking accounts, and press releases.

Section 1. Amendments to By-Laws. Subject to law and the Articles of Incorporation, the power to make, alter, amend or repeal all or any part of this Code of By-Laws is vested in the Board of Directors. The affirmative vote of a majority of all the members of the Board of Directors shall be necessary to effect any such change in this Code of By-Laws.