By-Laws

Why do we need by-laws?

It’s important to be familiar with your community’s governing documents—which include the by-laws, CC&Rs (Covenants, Conditions, and Restrictions), and rules and regulations—because they contain frequently asked questions and can save everyone in the community a lot of time and conflict.

These governing documents establish how our association is run and set expectations for you as a homeowner living in the community, as well as the expectations you can have for your association. When these expectations are met, communities are in a better position to function more efficiently.

What’s the purpose of by-laws?

SCCE by-laws establish the structure of day-to-day governance of the HOA. This includes things like:

  • Frequency of HOA board elections

  • Process for nominating and electing new board members

  • Number of members that serve at one time

  • Length of board member service terms

  • Meeting frequency and quorum requirements

  • Duties and responsibilities of board members

Similar to covenants, by-laws also require a vote by the membership to amend.

By-Laws of South Canyon Country Estates (SCCE)

The SCCE Homeowners Association (HOA) is a non-profit corporation. 

This page updated 10/24/2021

Article I: Identification
Article II: Membership, Hook-ups, Voting Rights & Certificates
Article III: Meetings
Article IV: The Board of Directors
Article V: The Officers
Article VI: Duties of the Board of Directors
Article VII: Duties of Corporation & Members
Article VIII: Distribution of Surplus Funds
Article IX: Contracts, Loans, Check & Deposits
Article X: Dissolution
Article XI: Amendments
Article XII: Bond Requirements
Article XIII: Non-Discrimination
Article XIV: Water Meters
Article XV: Rates for service other than water

Article I. Identification

  • The name of the corporation is South Canyon Country Estates Homeowners Association.

  • The address of the registered office of the Corporation is:

    P.0. Box 8147
    816 St. Joe Street
    Rapid City, SD 57709

    The name of the registered agent at this address is Mitchell C. Lafleur.

  • The seal of the Corporation shall be circular in form and mounted upon a metal die, suitable for impressing the name upon paper. On the seal shall appear the words “South Canyon Country Estates Homeowners Association.” In the center of the seal shall appear the words “Corporate Seal.”

  • The fiscal year of the Corporation shall begin on the first day of July in each year and end on the 30th day of June one year later.

Article II. Membership, Hook-Ups, Voting Rights, and Certificates

  • Membership in the Corporation shall consist of every person or group of persons, or entity, which is the record owner of a lot within South Canyon Country Estates, which development is hereinafter referred to as "Service area.”

  • Membership voting rights are pertinent to each lot within the service area, and each such lot shall be entitled to one vote. No fraction of one vote may be cast by any member. If co-owners of a lot are unable to agree on the manner in which the vote shall be cast, then such vote shall not be an eligible vote and shall not be counted.

  • The rights of members to water are pertinent to each lot within the service area, and each lot shall be entitled to one water service hook-up. Provided, however, all costs of hook-up shall be borne by owner and the use of service is contingent upon timely payment of the monthly service charge as set by the Corporation, full compliance with the rules and regulations as established by the Board of Directors, and the execution receipt of the certificate of general membership.

  • Owner refers to the owner as shown on the books of the Register of Deeds, Pennington County, South Dakota. The term 'owner' shall include purchaser under contract.

  • The Board of Directors is authorized and directed to:

    (a) Issue appropriate certificates of membership in the corporation to each of the aforesaid members who shall thereafter be entitled to all the privileges and benefits contemplated by the Articles of Incorporation by signing such agreements for the purchase of water for domestic use as are required by the Corporation. Additional members may be added who are qualified by reason of location and ownership of property or Directors as members of the Corporation, if facilities and sufficiency of water is available upon the usual agreement for purchases of water and paying the required fee, and otherwise complying with Articles of the Corporation and Bylaws. No person otherwise eligible shall be permitted to subscribe for or, otherwise acquire membership in the Corporation if the capacity of the Corporation is inadequate to supply the water to an additional member without jeopardizing the necessary supply of water, for the existing members.

    (b) Each certificate of general membership in the Corporation shall be in substantially the following form, and shall carry the conditions set forth thereon, which shall be binding upon the holder thereunder, to-wit:

    CERTIFICATE OF GENERAL MEMBERSHIP

    This is to certify that ____________________(as joint tenants with right of survivorship and not as tenants in common), of Rapid City, South Dakota, are general voting members of the South Canyon Country Estates Homeowners Association, Inc., a non-profit South Dakota corporation, of Rapid City, South Dakota, and entitled to all of the rights and privileges accorded such members by the Articles of Incorporation and By-Laws of said Corporation. This certificate of membership is issued and accepted by the holders hereof in accordance with and subject to the conditions and restrictions set forth in the Articles of Incorporation and By-Laws of said Corporation, as amended. The holders, upon acceptance of this certificate, herewith agreeing to contractually bind themselves to said conditions and restrictions.

    Dated at Rapid City, South Dakota, this ___ day of _______, 20_

    SOUTH CANYON COUNTRY ESTATES HOMEOWNERS ASSOCIATION, INC. ATTEST:

    Secretary-Treasurer __________________________

    By: It's President _____________________________

    (SEAL)

    (c) Transfers of membership certificates shall be made only upon the books of the Corporation, to persons eligible to become members, and only with the approval of the Board of Directors, and only when the member transferring is free from indebtedness to the Corporation.

    (d) Each member shall be entitled to have one service connection installed at a point which may conveniently be tapped for the supply of water to the premises occupied by him, and upon payment of recurring water charges and other such assessments, including but not limited to maintenance of the commons area, as may be from time to time raised, shall be entitled to a supply of water as may be available from the system operated and maintained by the Corporation together with such utility Services as may be then furnished by the Corporation. Any person desiring more than one service connection shall be required to apply for and pay such charge therefore as may be established by the corporation; provided, however, no person shall be entitled to more than one membership by reason of such additional service connections.

Article III.
Meetings

  • Meetings of the members of the Corporation shall be held at the office of the Corporation or another appropriate place.

  • The annual meeting of the members of this Corporation shall be held at Rapid City, Pennington County, South Dakota, at a time and date not to exceed 13 months since the last annual meeting established by the Board of Directors.

  • Special meetings of the members may be called at any time by the action of the Board of Directors and such meetings must be called whenever a petition requesting such meeting is signed by at least three of the members and presented to the Secretary, or to the Board of Directors. The purpose of every special meeting shall be stated in the notice thereof, and no business shall be transacted, thereat except such as is specified in the notice.

  • Notice of meetings of members of the Corporation may be given by a notice mailed to each member of record, directed to the address shown upon the books of the Corporation, at least fifteen days prior to the meeting. Such a notice shall state 'the nature, time, place and purpose of the meeting, but no failure or irregularity of notice of any annual meeting, regularly held, shall affect any proceedings taken thereat. Notice of such meeting may, however, be waived in writing, which waiver must be placed on file in the Corporation's official minute book.

  • Ten persons, either in person or by, proxy, shall constitute a quorum for the transaction of business at any meeting. Unless such quorum is present, no business shall be transacted. If, however, such quorum shall not be present at any regular or special meeting, the members present shall have power to adjust the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present. Any business may be transacted which might have been transacted at the meeting as originally called.

  • The Secretary of the Corporation shall make from the membership transfer books a complete record of the members entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of votes entitled to be cast by the membership. The list shall contain the mailing address and legal description by Lot and Black of each member Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purpose thereof. Failure to comply with the requirements of this section shall not affect the validity of any action taken at the meeting.

Article IV.
The Board of Directors

  • The business and affairs of the Corporation shall be managed by a Board of Directors who must be members of the Corporation. The number of Directors may be increased or decreased to not less than five (5), from time to time by amendment of this section; but no decrease shall have the effect of shortening the term of any incumbent Director.

  • Members of the initial Board of Directors shall hold office until the first annual meeting of the membership and until their successors shall have been elected and qualified. At the first annual meeting of membership, the member-ship shall elect one-half of the total number of directors, or one-half plus one if an odd number of directors, for an initial term of one (1) year, and the balance of the directors shall be elected for an initial term of two (2) years. Thereafter, each director elected shall hold office for a term of two (2) years and until their successor shall be elected and qualified. There shall be no restriction on the number of terms that a director may hold office, and any change in the number of directors shall be instituted so that not more than one-half plus one of the total number of directors shall be elected annually by the membership.

  • Any vacancy occurring in the Board of Directors may be filled the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, annual, regular, or special, may be held either within or without the State of South Dakota.

  • Meetings of the Board of Directors, annual, regular, or special, may be held either within or without the State of South Dakota.

  • The Board of Directors shall meet each year immediately after the annual meeting of the members, for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary.

  • Other meetings of the Board of Directors may be held upon notice by letter, telegram, cable or radiogram, delivered for transmission not later than during the third day immediately preceding the day for the meeting, upon the call of the President or Secretary of the Corporation at any place within or without the State of South Dakota. Notice of any meeting of the Board of Directors may be waived in writing, signed by the person or persons entitled to the notice, whether before or after the time of the meeting. Neither the business to be transacted at nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of the meeting.

  • A majority of the number of Directors fixed by the Bylaws shall constitute a quorum for the transaction of business. 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 statute; the Articles of Incorporation, or the Bylaws.

  • Any action that maybe taken at a meeting of the Board of Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before the action by all of the Directors or all of the members of the committee, as the case may be.

Article V.
The Officers

  • The officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors, each of whom shall be elected by the Board of Directors at the annual meeting. Each of the officers shall serve at the pleasure of the membership for a term, of one (1) year, for such compensation as may be fixed by such membership. Any two or more offices may be held by the same person, except the offices of the President and Secretary Officers need not be Directors of the Corporation. The President, if not a Director, shall be an exofficio member of the Board of Directors.

  • Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the Officer so elected shall hold office until his successor is chosen and qualified.

  • The President shall have active executive management of the operations of the Corporation, subject, however, to the control of the Board of Directors. He shall preside at all- meetings of the members and Directors, discharge all the duties that devolve upon a presiding officer, and perform other duties as the Bylaws provide or the Board of Directors may prescribe. The President shall have full authority to execute powers of attorney appointing other corporations, partnerships, or individuals the agent of the Corporation.

  • The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as the Bylaws may provide or the Board of Directors may prescribe.

  • The Secretary shall attend all meetings of the shareholders and of the Board of 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 these minutes. He shall be custodian of the records and the seal of the Corporation and see that this seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized. He shall attend to the giving of all notices and shall perform such other duties as the Bylaws may provide or the Board of Directors may prescribe.

  • In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that office to any other officer or to any director or employee of the Corporation, provided a majority of the full Board of Directors concurs.

Article VI.
Duties of the Board of Directors

  • The Board of Directors, subject to the restrictions of the law, the Articles of Incorporation, and the Bylaws, shall exercise all of the powers of the association; and, without prejudice to or limitation upon their general powers, it is hereby expressly provided that the Board of Directors shall have, and are hereby given, full power and authority (to be exercised by resolution by a majority vote of all the members) in respect the matters and as hereinafter set forth.

    (a) To pass upon the qualifications of members and to cause to be issued appropriate certificates of membership.

    (b) To select and appoint all officers, agents, or employees of the Corporation or remove such agents or employees of the Corporation for just cause, prescribe such duties and designate such powers as may not be inconsistent with these Bylaws, fix their compensation and pay for faithful services.

    (c) To borrow from any source, money, goods, or services and to make and issue notes and other negotiable and transferable instruments, mortgages, deeds of trust, and trust-agreements and to do every act and thing necessary to effectuate the same.

    (d) To prescribe, adopt and amend, from time to time such equitable uniform rules and regulations as, in their discretion, may be deemed essential or convenient for the conduct of the business and affairs of the Corporation and the guidance and control of its officers and employees, and to prescribe adequate penalties for the breach thereof.

    (e) To maintain books and records of account and to order, at least once a year, an audit of the books and records of account by a competent public auditor or accountant or, in the alternative, by a committee consisting of 3 members of the Homeowners Association to be appointed by the Board of Directors.

    (f) To fix the charges to be paid by each member for-services rendered by the Corporation to him, the time of payment, and the manner of collection.

    (g) To require all officers, agents, and employees charged with responsibility for the custody of any of the funds of the corporation to give adequate bonds, the cost thereof to be paid by the Corporation and it shall be mandatory upon the trustees to so require.

    (h) To select one or more banks to act as depositories of the funds of the corporation and to determine the manner of receiving, depositing, and disbursing the funds of the Corporation and the form of checks and the person or persons by whom the same shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.

    (i) To levy assessments upon the members of the Corporation. Notice of assessments so levied by the Board of Directors shall be mailed to each member at the address shown in the books of the Corporation, at least thirty days prior to the final due date for payment thereof. In the event any assessment is not paid when due, the Board of Directors shall have the option to either declare the delinquent membership forfeited, or to bring suit in a court of competent jurisdiction for recovery of the amount of the delinquent member thirty days written notice by mail at the address as shown in the books of the Corporation, of the intended action if payment is not made prior to that time.

  • If, at any time during the fiscal year, it appears in the judgment of the Board of Directors that the amount to be derived from the collection of water and other utility service charges during such fiscal year will be insufficient for the payment of all costs incident to the operation and maintenance of the Corporation's system and payment of the corporation's current indebtedness, the Board shall make and levy an assessment upon each member so that the total of such assessment is sufficient, with the amount of water charges collected and reasonably anticipated to be collected, to fully pay the costs of operation and payments on said current indebtedness. A proportionate amount of the total of such assessment levied in any year shall be levied against each member in an amount equal to that portion which the number of service connections served by the system of the Corporation.

  • The Board of Directors shall, prior to the beginning of each calendar year, determine the flat minimum monthly rate to be charged each member during the following calendar year for a specified quantity of water and other Corporate services, such flat minimum monthly rate to be payable irrespective of whether any water is used by a member during any month, and the amount of additional charges, if any, for additional water which may be supplied and the members shall fix the date for the payment of such charges, and shall notify each member of the amount of such charges and the dates for the payment thereof. Also if deemed necessary, the Board of Directors may adjust the HOA dues at any time during the calendar year. A member to be entitled to the delivery of water shall pay such charges at the office of the Corporation at or prior to the dates fixed by the Board of Directors.A member to be entitled to the delivery of water shall pay such charges at the office of the Corporation at or prior to the dates fixed by the Board of Directors. The failure to pay water charges duly imposed shall result in the automatic imposition of the following penalties:

    (a) Non-payment for thirty days after due. The water and other utility service shall be cut off from the delinquent member's property.

    (b) Non-payment for sixty days. The Board of Directors shall have the option to terminate and purchase the membership for the fair book value or bring suit to collect the charges for water service rendered, as a matter of contract, as provided for in Article 6, Section 6.01, i. of these Bylaws.

Article VII.
Duties of the Corporation and Members

  • Each member shall pay the cost of installation of his service line from the point at which the Corporation pipeline contacts his property line to the point where it is connected with the member's water distribution.

  • If additional service lines are desired by a member, he shall be required to pay such fee as the Board of Directors may hereafter establish for each additional service line, in excess of one. The water delivered through such service lines will be metered, and charges for such water shall be determined on the same basis as applies to the basic service line. No new service line or change in an existing service line may be made which will interfere with an existing service line or the delivery of water therein. Each service line shall connect with the Corporation's water system at the nearest available place to the place of desired use by the member if the Corporation's water system shall be of sufficient capacity to permit the delivery of water through a service line at that place without interfering with the delivery of water through a prior service line. If the Corporation's, water system shall be inadequate to permit the delivery through a service line installed at such place without interfering with the delivery of water through a prior service line, then such service line shall be installed at such place as may be designated by the Corporation. Each member will be required to dig or have dug a ditch for the connection of the service line or lines from the property line of the member to his dwelling or other portion of his premises and will also be required to purchase and install the portion of the service line or lines from his property line to the place of use on his premises and to maintain such portion of such service line or lines which shall be owned by the member, at his own expense, provided that the Corporation may, if the Board of Directors so determines, purchase the pipe for and install such portion of such service line or lines, the cost of which will, however, be paid by the individual members.

  • The Board of Directors shall be authorized to require each member to enter into water users agreements, which shall embody the principles set forth in the foregoing sections of this article.

Article VIII.
Distribution of Surplus Funds

  • It is not anticipated that there will be any net income. If there should be any, then at the end of the fiscal year, after paying the expenses of the Corporation for operation and otherwise, and after setting aside reserves for depreciation on all buildings, equipment and office fixtures and such other reserves as the Board of Directors may deem proper and after providing for payments on interest and principal of obligations and amortized debts of the Corporation, and after providing for the purchase of proper supplies and equipment, the net earning shall be accumulated in a surplus fund for the purpose of replacing, enlarging, extending and repairing the system and property of the Corporation and for such other purposes as the Board of Directors may determine to be for the best interests of the Corporation.

  • In the event any surplus fund is created from the operation of said Corporation, the Board of Directors may, at its discretion, utilize such surplus funds, or a portion thereof, to prepay any indebtedness of the Corporation; otherwise, said surplus funds may be utilized only for the purpose of contributions to such charitable or non-profit organizations or associations as the general members of the Corporation may from time determine.

Article IX.
Contracts, Loans, Check and Deposits

  • The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of the Corporation, and on behalf of the Corporation, and such authority may be general or confined to specific instances.

  • 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. Such authority may be general or confined to specific instances.

  • 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 such officer or officers, agent or agents, of the Corporation and in such 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 the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Article X.
Dissolution

  • Upon the dissolution, merger, or liquidation of this Corporation, whether voluntary or involuntary, all remaining assets of the Corporation, after the payment of all just indebtedness, must and shall be donated to a charitable or non-profit corporation or association, which charitable or non-profit corporation or association shall then be selected by the remaining members of the Corporation at the time of such dissolution, merger, or liquidation.

Article XI.
Amendments

  • These Bylaws may be repealed or amended by a vote of a majority of the members present at any regular meeting of the Corporation, or at any special meeting of the Corporation called for that purpose, except that the members shall not have the power to change the purposes of the Corporation so as to decrease its rights and powers under the laws of the state, or to waive any requirement of bond or other provision for the safety and security of the property and funds of the Corporation or its members or to deprive any members of rights and privileges then existing, or so to amend the Bylaws as to effect a fundamental change in the policies of the Corporation. Notice of any amendment to be made at a special meeting of the members must be given at least sixty (60) days before such meeting and must set forth the amendments to be considered.

Article XII.
Bond Requirement

  • In the event the Board of Directors deems it necessary, said Board of Directors may set a deposit or bond requirement for each water user obtaining any water, water distribution, or service from the Corporation, which bond or deposit requirement shall not, however, discriminate against any class of water service or utility users, such requirement to be equal as to any given member or user within a given class of users.

  • In the event the Board of Directors shall require bonds or deposits, said Board of Directors shall adopt a schedule of required bonds or deposits of each Class of water service or utility users which schedule may, from time to time, be amended.

Article XIII.
Nondiscrimination

  • Neither this Corporation, nor its Board of Directors, or members shall discriminate against any prospective member, water user, or person obtaining any water service or other service or utility, or lawfully using any service facility, of the Corporation by reason of said person's race, color, or natural origin.

Article XIV.
Water Meters

  • In the event the Board of Directors deem it necessary, said Board of Directors may require the installation of water, meters as covered in the in the covenants of the South Canyon Country Estates development, Section IV, Paragraph 2.

Article XV.
Rates for Service Other Than Water

  • The Board of Directors shall have the power to establish rules and regulations for the determination of rate and fee charges for all service other than water rendered by the Corporation to the members.