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BY-LAWS
OF
QUEENLAND ACRES, INC.
ARTICLE I.
"Se'ction 1. Each shareholder of the corporation whose
stock has been paid for in full shall be entitled to a certificate,
or certificates, showing the amount of stock of the corporation
standing in the books in his name. Stock certificates shall be
issued in numerical order from the stock certificate book, bear
the serial number and date of issuance, shall be signed by the
President and the Secretary, shall have affixed thereto the seal
of the corporation, and subject to statutory requirements shall be
in the form prescribed by the Board of Directors. A full record
of each certificate of stock, as issued, shall be entered on the
corresponding stub of the stock certificate book.
Section 2. In case of loss or destruction of any cer-
tificate of stock, another may be issued in its place upon proof
of such loss or destruction and upon the giving of a satisfactory
bond of indemnity to the corporation in such sum as the directors
may provide, not exceeding double the value of the stock.
Section 1. All meetings of the shareholders shall be
held at the principal office of the corporation at Route #3,
Meridian, Ada County, Idaho, or at such other place as shall be
determined from time to time by the Board of Directors, and the
place at which such meeting shall be held shall be stated in the
notice and call of the meeting.
BY-LAWS - 1. ~
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Section 2. The annual ,meeting of the shareholders shall
be held, after the year 1971, at 2:00 o'clock P. M. on the second
Tuesday of January, of each year, or at such other time or place.
during the month of January as unanimously agreed upon by all of
the stockholders in writing; provided, however, that the first
meeting of incorporators held immediately upon incorporation shall
be and constitute the annual meeting of stockholders for the year
1971. At this meeting the directors for the ensuing year shall
be elected, the officers of the corporation shall present their
annual reports and such other business may be transacted as may
come before the meeting. If the annual meeting of the shareholders
be not held as herein provided, then election of directors may be
held at any meeting thereafter called pursuant to these By-Laws.
All elections for directors shall be by ballot and the
candidates, to the number~to be elected, receiving the highest
number of votes shall be declared elected.
"Section 3. At each regular or special shareholders'
meeting each shareholder shall be entitled to one vote, either in
person or by proxy, for each share of voting stock standing reg-
istered in his or her name at the time of the closing of the
transfer books for said meeting.
In voting for the election of directors, each share-
holder shall have the right to vote, in person or by proxy, the
number of shares of stock owned by him of record for each of the
vacancies on the Board of Directors to be filled by the election;
or to cumulate said shares and give one candidate as many votes
as the number of directors to be elected, multiplied by the number
of his shares of stock owned by him; or to distribute them on the
BY-LAWS - 2.
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same principal among as many candidates as he shall see fit;
and such directors shall not be elected in any other manner.
Section 4. Each shareholder entitled to vote may be
represented at any regular or special meeting of shareholders by
a duly executed proxy which shall be in writing and properly
signed, but shall require no other attestation. No proxy shall
be recognized unless executed within eleven months of the date
of the meeting at which it is presented.
Section 5. Special meetings of the shareholders may be
held whenever called by the Board of Directors, or by a majority
of the members thereof, or by the President, and shall be called
by the President upon the request in writing of shareholders
owning twenty-five percent (25~) of the outstanding shares of
stock of the corporation entitled to vote at such meeting. Calls
'for special meetings shall state the time, place and object or
objects thereof, and no business other than that specified in
the call shall be considered at any such meeting.
"Secti'on 6. A written or printed notice of every regu-
lar or special meeting of shareholders stating the time and place,
and in case of special meetings, the objects thereof, shall be
prepared and mailed by the Secretary, postage prepaid, to the last
known post office address of each shareholder at least ten days
before the date of any such meeting..
Notice of the time, place and purpose of any meeting
of the shareholders shall not be required to be given to any
shareholders who shall attend such meeting, in person or by proxy;
and if any shareholder, in writing or be telegraphic wire filed
with the records of the meeting, either before or after the holding
BY-LAWS - 3.
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thereof, shall waive notice of any. shareholders' meeting, notice
thereof need not be given to him. No notice of an adjourned
meeting of shareholders need be given.
'TOT'T f.'T 1T 'T'T'T
BOARD OF DIRECTORS
Section 1. The management of all the affairs, property
and interest of the corporation shall be vested in a Board of
Directors consisting of four (4) members, which number may be
increased or decreased from time to time by amendment of these
By-Laws, and which directors shall be elected at an annual meet-
ing of the shareholders by a plurality vote, for a term of one
year, and shall hold office until their successors are elected
and qualify. Directors need not be shareholders.
In addition to the powers and authorities of the By-
Laws and the Articles of Incorporation expressly conferred upon
them, the Board of Directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these By-Laws
directed or required to be exercised or done by the shareholders.
All actions by the Board of Directors shall be taken upon a majority
vote of the Board, and all members shall be entitled to vote on all
issues, including the member who may be acting as Chairman or
President of the meeting.
~ Section The number of directors may at any time be
increased or decreased by the shareholders at any regular or any
special meeting, if notice of such meeting contains a statement of
the proposed increase or decrease; and in case of any such increase,
the shareholders at any regular or special meeting shall have power
BY-LAWS - 4.
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to elect any additional directors to hold office until the
next annual meeting of the stockholders and until their suc-
cessors are elected and qualified; provided, however, that the
number of directors constituting a board shall not be less than
four (4) nor more than seven (7). ~
ection 3. All vacancies in the Board of Directors,
whether caused by resignation, death or otherwise, shall be
filled by an election held at a special meeting of the stock-
holders, which shall be called immediately upon such vacancy.
At such special meeting of the stockholders, the term of office
of all existing directors shall expire and an election held to
elect all of the members of the Board of Directors whose new
term shall expire at the next annual meeting of the stockholders.
"Section 4. The Board of Directors shall hold its
meetings at the principal office of the corporation at Meridian,
Ada County, Idaho, or such meetings may be held in such other
place or places, within or without the State of Idaho, as the
Board from time to time by resolution may determine. Meetings
of directors may be held at any time or place upon written or
telegraphic consent or waiver of notice from all directors.
"S'ecti'on 5. Special meetings of the Board of Directors
may be called at any time by the President or by any two directors,
such call stating the time and place of such meeting, and the pur-
poses for which it is to be held.
"Section 6. The Secretary shall notify each member of
the Board of all special meetings by mailing to each member's
last known post office address, postage prepaid, at least ten
days before any such meeting, a written or printed notice thereof
giving the time, place and objects thereof, or be telegraphing
BY-LAWS - 5.
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such notice not less than five days before the day of such
meeting, and no business shall be transacted at such special
meeting except such as shall be indicated in the notice thereof;
provided, however, that the notice for special meetings of the
directors, called by two of the directors as provided in Section
5 of this Article, may be issued by such directors.,
Notice of any meeting of the Board of Directors need
not be given to any director if he shall waive such notice in
writing, filed with the records of the meeting either before
or after the holding thereof; and any meeting of the Board of
Directors shall be a legal meeting without any notice thereof
having been given, if all the directors shall be present thereat.
Any business may be transacted at any meeting at which every
director may be present, though without any notice.
Section 7. A majority of the whole Board of Directors,
shall be necessary to constitute a quorum for the transaction of
business, and a majority of the members in attendance at any Board
meeting shall, in the presence of a quorum, decide its action,
except as otherwise provided in these By-Laws or in the Articles
of Incorporation, or as required by law.
OFFICERS
Section 1. The officers of the corporation shall be
a President, a Secretary and a Treasurer, who shall be elected
for one year by the directors at their first meeting after each
annual meeting of the shareholders and who shall hold office
until their successors are elected and qualify. The President
shall be elected from among the directors. At the discretion of
BY-LAWS - 6.
the Board, the office of Secretary may be united with that of
Treasurer and both held by the same person.
The Board of Directors may elect such other officers
and appoint such agents as it may deem necessary or expedient,
to hold office during its pleasure and to have such authority
and perform such duties as shall be prescribed from time to
time by the Board.
Section 2. President. The President shall preside
at all meetings of shareholders and directors and shall have
general supervision of the affairs of the corporation; he shall
sign all certificates of stock issued by the corporation; shall
sign or countersign, as may be necessary, all such bills, notes,
checks, contracts and other instruments as may pertain to the
ordinary course of the corporation's business and shall sign,
when duly authorized by the Board of Directors, all contracts,
deeds, bonds, mortgages and other instruments of a special
nature. He shall perform such other duties as may properly be
required of him by the Board of Directors.
Section 3.Secretary. The Secretary shall keep full
minutes of all meetings of tY-e shareholders and directors and
give the proper notices thereof as prescribed by these By-Laws;
he shall sign, with the President, all certificates of stock
issued by the corporation and be custodian of the corporate
seal and all records of the corporation.
Section 4.' Treasurer. The Treasurer shall have cus-
tody of and be responsible for all the moneys and securities of
the corporation and maintain a full and accurate record of the
.corporate accounts. He shall deposit in the name of the corpor-
BY-LAWS - 7.
ation all moneys, checks and obligations that may come into
his hands for the corporation's accounts in such depositories
as are designated by the Board of Directors and disburse funds
from said accounts for the obligations of the corporation in
accordance with general or special directions of the Board of
Directors.
The Treasurer shall submit a full report of the
financial condition of the corporation to the annual meeting
of shareholders and to the annual meeting of the Board of
Directors, and generally, shall perform all duties incident to
the position of Treasurer, subject to the control and direction
of the Board of Directors. The office of Secretary and Treasurer
may be combined and held by one person.
"Sect'ion 5. Vacancies in any office, arising from any
cause, may be filled by the directors at any regular meeting or
any special meeting called for that purpose.
ARTICLE V.
DIVIDENDS AND FINANCE
"Section 1. Fiscal Year. The fiscal year of the
corporation shall be from September 1 of a calendar year to and
including August 31 of the next calendar year, until changed or
modified by amendment of these By-Laws.
"Section 2. The Board of Directors, in its discretion,
may declare dividends upon the capital stock from time to time
from the surplus or net profits of the corporation in accordance
with the provisions of the Business Corporation Act of Idaho,
subject to the conditions and limitations imposed by the Articles
of Incorporation of this corporation.
The Board may fix a date on which any dividend so de-
BY-LAWS - 8.
Glared shall be payable and may fix a date, not exceeding twenty
days preceding any dividend payment date, as a record date for
the determination of the shareholders entitled to receive such
dividend.
BOOKS AND RECORDS
Section 1. The books, accounts and records of the
corporation, except as may be otherwise required by the laws
of the State of Idaho, may be kept at such place or places as
the Board of Directors from time to time may designate. The
Board of Directors shall determine whether and to what extent
the accounts, books and records of the corporation, or any of
them, shall be open to the inspection of the shareholders, and
no shareholder shall have any right to inspect any account, book.
or record of the corporation, except as conferred by law or by
resolution of the shareholders or directors.
SEAL
Section 1. The seal of the corporation shall consist
of two concentric circles, between which shall appear the name of
the corporation, plus the word "Idaho," and the
center shall be inscribed with the words "Corporate
Seal." An impression of said seal appears on the
margin hereof.
ARTICLE VIII.
"AMENDMENTS
Section 1. Any and all provisions of the By-Laws may
BY-LAWS - 9.
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be altered, amended or repealed, and new By-Laws adopted, by
unanimous vote of the members of the Board of Directors.
We, the undersigned, being a majority and all of the
directors in office of Queenland Acres, Inc., and the Secretary
of said corporation, do hereby certify that the above and fore-
going By-Laws were duly and regularly adopted as the Code of
By-Laws of said corporation by the written approval of all of
the members of the Board of Directors and the written assent of
the holders of all the allotted shares of said corporation on the
29th day of December, 1971, at a meeting for that purpose, and
that said By-Laws as copied and transcribed above are true and
correct.
Truman G. Scott
i L. ,
J ~„ ~ C ~~~ Cf.i ~ ~ ~C o-~/
Doris E. Scott
`.~.
/T eron Scott
` ~~
Caro Ann Burgess
Doris E. Scott - ~S-/e~cretary
BY-LAWS - 10.
DESCRIPTION FOR
BEAR CREEK SUBDIVISION NO. 1
June 5, 2000
A PARCEL OF LAND LYING IN THE E 1/2 OF SECTION 24, TOWNSHIP 3 NORTH, RANGE 1 WEST,
BOISE MERIDIAN, MERIDIAN, ADA COUNTY, IDAHO, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SECTION 24,
TOWNSHIP 3 NORTH, RANGE 1 WEST, BOISE MERIDIAN; THENCE S 00°51'53" W 753.52 FEET
ALONG THE WEST LINE OF SAID NORTHEAST QUARTER TO A POINT; THENCE S 89°46'45" E 25.00
FEET TO A POINT ON THE EAST RIGHT OF WAY OF S. STODDARD ROAD, THE REAL POINT OF
BEGINNING OF THIS SUBDIVISION;
THENCE CONTINUING S 89°46'45" E 171.96 FEET TO A POINT;
THENCE S 46°00'00" W 189.07 FEET TO A POINT;
THENCE S 00°51'45" W 69.80 FEET TO A POINT;
THENCE S 04°45'50" E 86.38 FEET TO A POINT;
THENCE N 90°00'00" E 109.67 FEET TO A POINT;
THENCE N 85°00'00" E 50.00 FEET TO A POINT;
THENCE N 89°49'05" E 92.89 FEET TO A POINT;
THENCE N 90°00'00" E 913.43 FEET TO A POINT;
THENCE S 00°00'00" W 82.00 FEET TO A POINT;
THENCE S 18°47'01" E 141.22 FEET TO A POINT;
THENCE S 16°03'37" E 87.59 FEET TO A POINT;
THENCE S 20°00'00" E 122.74 FEET TO A POINT;
THENCE S 00°00'00" W 38.29 FEET TO A POINT;
THENCE S 85°00'00" W 113.63 FEET TO A POINT ON A CURVE;
THENCE ALONG A CURVE TO THE RIGHT 45.62 FEET, SAID CURVE HAVING A RADIUS OF 325.00
FEET, DELTA ANGLE OF 08°02'30", TANGENTS OF 22.85 FEET, AND A LONG CHORD BEARING
S 04°01'15" E 45.58 FEET TO A POINT OF TANGENCY;
THENCE S 00°00'00" W 13.71 FEET TO A POINT;
THENCE N 90°00'00" W 50.00 FEET TO A POINT;
THENCE S 81°00'00" W 94.75 FEET TO A POINT;
THENCE S 59°24'25" W 30.23 FEET TO A POINT;
THENCE N 75°00'00" W 68.71 FEET TO A POINT;
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THENCE S 90°00'00" W 312.75 FEET TO A POINT;
THENCE S 62°40'57" W 21.78 FEET TO A POINT;
THENCE S 81°00'00" W 335.89 FEET TO A POINT;
THENCE S 00°00'00" E 131.02 FEET TO A POINT;
THENCE S 00°51'53" W 50.00 FEET TO A POINT;
THENCE N 89°08'07" W 9.95 FEET TO A POINT;
THENCE S 00°51'53" W 130.00 FEET TO A POINT;
THENCE S 86°52'05" E 85.22 FEET TO A POINT;
THENCE N 77°00'00" E 388.92 FEET TO A POINT;
THENCE S 15°00'00" E 192.20 FEET TO A POINT;
THENCE S 22°47'02" E 106.68 FEET TO A POINT;
THENCE S 37°00'00" E 167.88 FEET TO A POINT;
THENCE S 15°28'18" E 68.67 FEET TO A POINT;
THENCE S 00°00'00" E 158.77 FEET TO A POINT;
THENCE S 08°45'04" W 172.75 FEET TO A POINT;
THENCE N 90°00'00" E 130.86 FEET TO A PONT;
THENCE S 76°32'41" E 50.00 FEET TO A POINT;
THENCE N 90°00'00" E 136.16 FEET TO A POINT;
THENCE S 00°45'52" W 448.76 FEET TO A POINT;
THENCE N 90°00'00" W 532.72 FEET TO A POINT;
THENCE N 83°29'49" W 98.55 FEET TO A POINT;
THENCE S 06°08'05" E 162.73 FEET TO A POINT;
THENCE S 08°41'46" E 50.00 FEET TO A POINT;
THENCE S 04°16'52" E 145.43 FEET TO A POINT;
THENCE S 01°32'59" E 158.86 FEET TO A POINT;
THENCE S 05°17'48" W 274.82 FEET TO A POINT;
THENCE S 00°54'31" E 188.09 FEET TO A POINT ON A CURVE;
THENCE ALONG A CURVE TO THE RIGHT 15.07 FEET, SAID CURVE HAVING A RADIUS OF 1025.00
FEET, DELTA ANGLE OF 00°50'32", TANGENTS OF 7.53 FEET, AND A LONG CHORD BEARING
S 89°30'45" W 15.07 FEET TO A POINT;
990211\legal.des
THENCE S 00°03'59" E 28.60 FEET TO A POINT;
THENCE S 01°00'00" W 106.07 FEET TO A POINT;
THENCE S 85°50'29" W 180.17 FEET TO A POINT ON A CURVE;
THENCE ALONG A CURVE TO THE RIGHT 22.07 FEET, SAID CURVE HAVING A RADIUS OF 1025.00
FEET, DELTA ANGLE OF 01°14'01", TANGENTS OF 11.04 FEET, AND A LONG CHORD BEARING N
03°32'30" W 22.07 FEET TO A POINT;
THENCE S 87°04'31" W 120.20 FEET TO A POINT;
THENCE S 04°00'00" E 230.00 FEET TO A POINT;
THENCE S 54°00'00" W 98.78 FEET TO A POINT ON A CURVE;
THENCE ALONG A CURVE TO THE LEFT 275.94 FEET, SAID CURVE HAVING A RADIUS OF 270.03
FEET, DELTA ANGLE OF 58°33'00", TANGENTS OF 151.38 FEET, AND A LONG CHORD BEARING
S 86°30'42" W 264.09 FEET TO A POINT OF TANGENCY;
THENCE S 57°14'12" W 64.30 FEET TO A POINT ON THE EAST RIGHT OF WAY OF S. STODDARD
ROAD;
ALONG SAID EAST RIGHT OF WAY:
THENCE N 00°51'45" E 1937.70 FEET TO A POINT;
THENCE N 00°51'53" E 1881.57 FEET TO THE REAL POINT OF BEGINNING OF THIS SUBDIVISION,
SAID PARCEL COMPRISING 68.44 ACRES, MORE OR LESS.
MICHAEL E. MARKS, PLS, NO. 4998
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4doy9~~~~ ~f, ~~ ,
,~ RECDRDED-kEUUEST OF
ADA COUN7Y RECDROER
J. DAVID NAVARRO ~~
^!"`r.l^.1F±0 FEE OE
1999 HY 1 7 Ff~ 4~ 11 9 9 0 4 9 6 61
ALLIANCE Tli'LE
WARRANTY DEED
FOR VALUE RECEIVED, BOYACR, LTD. CO., an Idaho limited
liability company, hereinafter referred to as the Grantor, hereby
grants, bargains, sells and conveys unto sEAB CHS~, LLC an Idaho '
Baited liability coapany , whose address 8 6223 H. Discovery ; ; ~ .„
ii soise, ID 83713 ,hereinafter referred to as the Grantee, "
the follow ng described premises situated in Ada County, State of ",
Idaho, to-wit:
SE'~NE~, Section 24, T. 3N., R. 1W., B.M., Ada ,
County, Idaho ERCEPT any portion thereof located within the
Right-of-Way for Stoddard Road.
SUBJECT TO easements, reservations and restrictions of record '
or apparent and real property taxes and assessments for the '
year 1999 and thereafter. -
TOGETHER with all and singular the tenements, hereditaments,
and appurtenances thereunto belonging or in anyway appertaining,
the reversion and reversions, remainder and remainders, rents,
issues and profits thereof; and all estate, right, title and
interest in and to the property, as well in law as in equity. `
TO HAVE AND TO HOLD all and singular the property, together
with the appurtenances, unto the Grantee, Grantee's successors,
heirs and assigns forever. ,
AND Grantor shall and will warrant and by these presents ~ L
forever defend the premises in the quiet and peaceable possession
of Grantee, Grantee's successors, heirs and assigns against Grantor
and Grantor's successors, heirs and assigns and against all and
every person and persons whomsoever lawfully claiming the same. ~., '
IN WI~NESS WHEREOF,,GF~ntor has hereunto executed this Deed `
the 'f~ day of ~ , 1999.
BOYACR LTD., CO., an Idaho Limited ,
Liability Company
Georg D. Boya , Member •
By
Carol E. M the , Member - ~ ~ ,
WARRANTY DEED - 1
.m~eoy.~.sanwao~ios9
r~
By
R cha S. Boyack, plamber
STATfi OF IDAHO )
as.
County of Ads )
On this ~ day of ~.~.~. 1999, before me, the
undersignsd Notary Public in and for said 6tate, personally
appeared 6NOxaE D. 80YLCx, known or idsntified to me to be the
member o! the limited liability company that executed this
instrument on behal! of the limited liability oompany and
acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I hays hereunto set my hand and affixed my
official seal, u'~ nd year in this certificate first above
written. ,~a~R... f
i ~~+
PUBL~G ota Public r State of Idaho
p Rtsi ng at
~r.~~_ _ ,~,~~ KY Commission Expises:
STATE OF ZDAHO ~~
as.
County of Ada )
On this ~K day of ~A Y _, 1999, before me, the
undersigned Notary Publio in and for said state, personally
appeared C71ROL S. 1fITCSaLL, known or identifisd to ne to be the
member of the limited liability company that executed this
instrument on behalf of the limited liability company and
acknowledged to me that ghe executed the same.
IN WITNESS WHEREOF, I have hereunto •et my hand and affixed my
official seal, the and year in this certificate first above
written. ggti FR,~.f, ~,
~ ppr ~r~
.e ~' ~~ ota Public f r Stnte of Idaho
~' GBLIC '~ Resid q at ~
~~~~ ~. My Commission Expires:
WARRANTY DEED - 2
.wovor.d~.tset~wno»o~