Summary
The By-Laws of the Prestonfield Homeowners Association were drafted April 13, 2004 — the same date as the Declaration. They govern the internal operations of the HOA corporation: Board structure, officer roles, member and Board meeting procedures, fiscal management, and amendment. The By-Laws are subordinate to the Declaration; no By-Law may conflict with the Declaration.
The By-Laws establish a 5-Director Board as the operating default (changeable by 50% of Voting Members), require at least 4 Board meetings per fiscal year, and grant owners the right to inspect all Association books and records. Notably, the By-Laws can be amended by a 2/3 vote of Directors alone — no owner vote required — making them significantly easier to change than the Declaration (which requires 75% of owners).
Article 2.01 contains blank fields for the Declaration’s recording date and document number, indicating the By-Laws were finalized before the Declaration was recorded and the blanks were never filled in on this copy. From context, the referenced Declaration is the one recorded April 20, 2004 (DuPage County Doc. No. R2004-101596).
Key Provisions
- Board size: Default 5 Directors; changeable by 50% Voting Member vote; minimum 3 (per Declaration/Articles)
- Director eligibility: Must be an Owner or Voting Member
- Director terms: 2-year terms (at initial election: top 3 get 2-year, next 2 get 1-year for staggering)
- Director removal: 2/3 vote of Directors then serving; no owner vote required
- Vacancy fill: Majority of remaining Directors appoints successor for balance of term
- Officer roles: President (CEO), Vice President, Secretary, Treasurer — all must be Directors
- Director/officer compensation: None, except by resolution of 75% of Voting Members
- Member meeting quorum: 20% of Voting Members (≈43 of 217)
- Board quorum: Majority of Directors serving
- Regular Board meetings: At least 4 per fiscal year; notice posted conspicuously on Premises
- By-Laws amendment: 2/3 vote of Directors (no owner vote required); cannot conflict with Declaration
- Owner inspection rights: All books and records open to any Owner, mortgagee, agent, or attorney at reasonable times
- Special statement: Board must provide owner account status + capital reserves within 10 days of written request
Topics Covered
board-elections-and-terms, meeting-procedures, officer-roles, owner-financial-rights, hoa-legal-structure, board-of-directors, amendment-process, voting-rights-and-membership
Notable Details
- Article 2.01 has blank fields for Declaration recording date and document number — never filled in on this copy. Substantively harmless; the Declaration is clearly the one recorded April 20, 2004.
- By-Laws amendment requires only 2/3 Director vote — much lower bar than Declaration amendment (75% of owners). The Board can significantly change HOA procedures without any owner vote.
- Board posting requirement (§5.06): Regular Board meeting notices must be posted conspicuously on the Premises, not just mailed to Directors. If API is not doing this, the HOA may have a procedural compliance gap.
- The Declarant had 3 votes per Lot during the developer-control period (§4.01), giving Prestonfield L.L.C. disproportionate voting power before Turnover. This is now historical only.