WE, the undersigned, do hereby associate to form a corporation under the provisions of the Arkansas Non-Profit Corporation Act (Act 176 of 1963) and do certify as follows:
The name of the corporation is Holiday Island Homeowners Association, Inc. hereafter known as the Association.
Duration
The corporation shall exist perpetually.
Purposes, Powers
The corporation does not contemplate pecuniary gain or profit direct or indirect, to its members. The purposes for which it is formed are:
A. To promote the health, safety, welfare and recreation of the lot and living unit owners within the Holiday Island Development, lying and being situated in the County of Carroll, Western District, Arkansas. Said Development being made by the Cattlemen's Title Guarantee Company, an Arkansas Corporation, as Trustee for McCulloch Recreational Properties, Inc. hereinafter known as the Developer.
B. Insofar as permitted by law, to do any other thing that in the opinion of the Board of Trustees will promote the common benefit and enjoyment of the lot and living unit owners in the Development.
Membership
Every person who is the record owner of a fee, or undivided fee interest in any living unit which has been constructed or is then currently under construction on the Holiday Island Properties and who resides in said living unit or will reside within said living unit when completed either temporarily or permanently, shall be eligible to become a Class A member of the corporation, provided that any such person who holds any interest merely as security for the performance of an obligation, shall not be a member. Living units will include condominium units occupied by a person or persons.
Every person or entity who has entered into a contract of purchase with the Developer covering a Lot on which no living unit has been constructed shall be eligible to become a Class B Associate Member of the corporation. An Associate Member shall be entitled to all of the privileges of a member, except the right to vote in the election of Trustees or to amend the Articles of Incorporation or the By-Laws of the Association. Rescission of a contract of purchase by the Developer for any reason shall terminate the associate membership or memberships incident to the contract of purchase rescinded.
The classes of membership shall have the following voting privileges:
Class A: Class A Members shall be all those persons as defined in Article IV, Section 1. Each voting member shall be entitled to one vote, provided, however, when more than one person holds such interests in any living unit, all such persons may be members, and the vote for such living unit shall be exercised as they among themselves determine, but in no event shall more than one vote be cast per living unit.
Class B: Associate members are defined in Article IV, Section II and shall be all those persons or entities who own in fee simple or who are purchasing from the Developer under contract any Lot on which no living unit has been constructed or fully completed. Associate members shall not be entitled to vote in the election of Trustees or to change the articles of Incorporation or the By-Laws of the Association.
Amendments
These Articles may be amended by the two thirds (2/3rds) majority vote of class A members, provided the amendments are approved by the Circuit Court of Carroll County, Western District, Arkansas.
Dissolution
The corporation may be dissolved only with the assent given by at least two thirds (2/ 3rds) of the Class A members. Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets (which shall be consonant with Article VIII hereof) shall be mailed to every voting member at least 90 days in advance of any action taken.
Disposition of Assets Upon Dissolution
Upon dissolution of the corporation, the assets, both real and personal, of the corporation, shall be dedicated to an appropriate agency to be devoted in purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization, to be devoted to purposes as nearly as practicable the same as those to which they are required to be devoted by the corporation.
Principal Place of Business and Registered Agent
The address of the main office or principal place of business of the corporation is 104 Spring Street, Eureka Springs, Arkansas, 72632, and the name of its registered agent at such address is Lewis E. Epley, Jr.
Trustees
Section 1. The management of the affairs of the corporation shall be vested in the Board of Trustees one of which need not be a member. The number of Trustees shall be five (5) and a change in the number of trustees shall be made only by amendment to the Articles of Incorporation. The names and address of the persons constituting the initial Board of Trustees and the annual meeting to which their respective term shall be extended are as follows:
George A. Bromstad, Jr., P.O. Box 25, Holiday Island, Arkansas, term ends 1976.
S. Ewing Richardson, P.O. Box 261, Holiday Island, Arkansas, term ends 1976.
Louis D. DuMontier, P.O. Box 276, Holiday Island, Arkansas, term ends 1975.
Frank Horvath, P.O. Box 245, Holiday Island, Arkansas, term ends 1976
Lewis E. Epley, Jr., P.O. Box 470, Eureka Springs, Arkansas, term ends 1975.
Section 2. Thereafter, Trustees shall be elected for a term of two (2) years and until their respective successors are elected. Any vacancy occurring in the initial or subsequent Board of Trustees may be filled at any meeting of the Board of Trustees by the affirmative vote of a majority of the remaining Trustees, subject to confirmation by a majority vote of the Class A Members at the next regular or special meeting of the Class A Members. If not previously so filled, the vacancy shall be filled at the next succeeding meeting of members of the corporation. Any Trustee elected to fill a vacancy shall serve as such until the expiration of the term of the Trustee whose position he was elected to fill.
Policies
Section 1. This corporation is a nonprofit corporation organized for the purposes stated in Article 111, and is without stock and no part of its property whether income or principal, shall ever enure to the benefit of any officer, trustee or employee of the corporation, or of any individual having a personal or private interest in the activities of the corporation, nor shall any such officer, trustee, employee or individual receive or be lawfully entitled to receive any pecuniary profits from the operation of this corporation except reasonable compensation for services rendered in carrying out one or more of its said purposes. This corporation shall not engage in, and none of its funds or property shall be devoted to carrying on of propaganda or otherwise attempting to influence legislation.
Section 2. Anything to the contrary herein notwithstanding, the Trustees shall not:
a. Lend any part of the corporation assets to:
b. Pay any Compensation other than set forth in Section 1 above to:
c. Make any services, benefits or facilities of the corporation available on a preferential basis to:
d. Purchase any securities or other property for other than adequate consideration in money or money's worth from:
e. Sell any securities or other property for other than adequate consideration in money or money's worth to:
f. Engage in any other transaction which diverts any part of the corporate assets to: any person, association or corporation who has contributed property or money to the corporation nor shall the Trustees ever engage, participate or intervene in any activity or transaction which would cause the corporation to lose its status as an exempt organization under the provisions of the Internal Revenue Code, and the use, directly or indirectly, of any part of the corporation's funds or property in any such activity or transaction is hereby expressly prohibited.
Name and Addresses of Incorporators
The names and addresses of the incorporators of this corporation are as follows:
George A. Bromstad, Jr., P.O. Box 25, Holiday Island, Arkansas
Louis D. DuMontier, P.O. Box 216, Holiday Island, Arkansas
Frank Horvath, P.O. Box 245, Holiday Island, Arkansas
Lewis E. Epley, Jr., P.O. Box 470, Eureka Springs, Arkansas
S Ewing Richardson, P.O. Box 261, Holiday Island, Arkansas
IN WITNESS WHEREOF, we have hereunto set our hands this 12 day of April, 1974.
..
S. Ewing Richardson
..
George A. Bromstad, Jr.
..
Louis D. DuMontier
..
Frank Horvath
..
Lewis E. Epley, Jr.
STATE OF ARKANSAS)
COUNTY OF MADISON)
BE IT REMEMBERED, That on this day came before the undersigned, a Notary Public within and for the County aforesaid, duly commissioned and acting George A. Bromstad, Jr., Louis D. DuMontier, Frank Horvath and Lewis E. Epley, Jr. and S. Ewing Richardson, to me well known as the incorporators in the above Articles of Incorporation, and stated that they had executed the same for the consideration and purposes therein mentioned and set forth.
WITNESS my hand and seal as such Notary Public this 12th day of April, 1974.
Patsy Jones
Notary Public
My Commission Expires:
July 10, 1977
NAME AND LOCATION. The name of the corporation is the Holiday Island Homeowners Association, Inc. hereinafter referred to as the "Association." Meetings of members and trustees may be held at such places within the State of Arkansas, County of Carroll, as may be designated by the Board of Trustees.
DEFINITIONS
SECTION 1.
"Association" shall mean and refer to the Corporation known as the Holiday Island Homeowners Association, its successors and assigns.
SECTION 2.
"Articles of Incorporation" shall mean and refer to the document which establishes the Holiday Island Homeowners Association, Inc. as a non-profit corporation in accordance with the Arkansas Non-Profit Corporation Act.
SECTION 3.
"Holiday Island Development" is a development lying and being situated in the County of Carroll, Western District, Arkansas.
SECTION 4.
"Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties with the exception of the Common Area.
SECTION 5.
"Member" shall mean and refer to every person or entity who holds a membership in the Association. Classes of membership are as defined in the Articles of Incorporation.
SECTION 6.
"Owner" shall mean and refer to the sole owner or tenants in common, whether one or more persons or entities, of the fee simple title to any Lot or living unit which is a part of the Holiday Island Development, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
SECTION 7.
"Declaration" shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions applicable to the Holiday Island Development recorded in the Office of the County Clerk, Western District, Carroll County, Arkansas.
SECTION 8.
"Living Units" shall mean and refer to Condominium living units as well as single-family residences.
MEMBERSHIP
SECTION 1.
MEMBERSHIP. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot or living unit which is in the Holiday Island Development, including contract sellers, shall be eligible to be a member of the Association as defined in the Articles of Incorporation. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot or living unit in the Holiday Island Development. Ownership of such lot or living unit shall be the basic qualification for membership.
SECTION 2.
INITIATION FEE. Each person who is qualified to be a member of this Association as set out in Section 1 of this Article shall upon approval of application for membership pay to the Treasurer an initiation fee of $10.00.
SECTION 3.
SUSPENSION OF MEMBERSHIP
(a) Automatic suspension of a member is covered by Article XI Section 8.
(b) Rights of a member may also be suspended, after notice and hearing, for a period not to exceed 30 days, for violation of any rules and regulations established by the Board of Trustees.
SECTION 4.
MEMBERSHIP CERTIFICATES: Each member of the Association may be furnished with a certificate evidencing such membership. The Board of Trustees will be responsible for the development, production and distribution of such membership certificates.
BOARD OF TRUSTEES:
SELECTION: TERM OF OFFICE
SECTION 1.
NUMBER. The affairs of this Association shall be managed by a Board of five (5) Trustees.
SECTION 2:
ELECTION: At the first annual meeting the voting members shall elect two (2) Trustees for a term of one year and three (3) Trustees for a term of two years. At each 3rd Quarterly meeting thereafter, the voting members shall fill the vacancies created by expiration of term.
SECTION 3:
REMOVAL: Any Trustee may be removed from the Board, for cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a trustee, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of their predecessor subject to confirmation by a majority of Class A members voting at the next membership meeting.
SECTION 4:
COMPENSATION. No Trustee shall receive compensation for any services they may render to the Association. However, any Trustee may be reimbursed for their actual expenses incurred in the performance of their duties.
SECTION 5:
ACTION TAKEN WITHOUT A MEETING. The Trustees shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Trustees. Any action so approved shall have the same effect as though taken at a meeting of the Trustees.
MEETINGS OF TRUSTEES
SECTION 1.
REGULAR MEETINGS. Regular meetings of the Board of Trustees will convene at the same place as, and immediately following the annual meeting of the members as provided in Article X hereof, and, the Board shall have the authority to fix such other regular meetings as it may desire to be held with or without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
SECTION 2:
SPECIAL MEETINGS. Special meetings of the Board of Trustees shall be held when called by the Association, by the chairman or by any three Trustees, after not less than three (3) days notice to each Trustee.
SECTION 3:
QUORUM. A majority of the number of Trustees shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Trustees present at a duty held meeting at which a quorum is present shall be regarded as the act of the Board.
NOMINATION AND ELECTION OF TRUSTEES
SECTION 1.
NOMINATION. Nomination for election to the Board of Trustees shall be made by a Nominating Committee. Nominations may also be made from the floor at the 3rd Quarterly meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Trustees and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Trustees. Such appointments shall be announced at the 2nd Quarterly meeting. The Nominating Committee shall make as many nominations for election to the Board of Trustees as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members.
SECTION 2.
ELECTION. Election to the Board of Trustees shall be by secret written ballot, unless the majority of voting members present at said meeting shall vote otherwise. At such election the voting members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation. The persons receiving the largest number of votes shall be elected. Any voting member may vote by absentee ballot. Such ballot must be personally delivered or mailed in a sealed envelope to be received by the secretary a minimum of 24 hours before the election. Voting by proxy is prohibited.
POWERS AND DUTIES OF THE BOARD OF TRUSTEES
SECTION 1.
SPECIAL POWERS. The Board of Trustees shall have power:
(a) To adopt and publish rules and regulations governing the activities and functions of the Association and the personal conduct of the members and their guests therein, and to establish penalties for the infraction thereof;
(b) To exercise for the Association all powers, duties and authority vested in or delegated to this Association not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
(c) To declare the office of a member of the Board of Trustees to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Trustees; and
(d) To employ a manager, an independent contractor, or such other employees as they may deem necessary, and to prescribe their duties;
(e) To act as representative for the Association with all other agencies.
SECTION 2.
DUTIES. It shall be the duty of the Board of Trustees:
(a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the Class A members.
(b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
(c) As more fully provided herein:
(1) To fix the amount of the annual or periodic dues against lot or living unit owned by Association members as hereinafter provided in Article XI, and
(2) To send written notice of annual dues assessment to every Owner, subject thereto at least thirty (30) days in advance of each annual assessment period.
(d) To issue or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether dues have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of any dues assessment therein stated to have been paid.
(e) To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(f) To do each and every act necessary or advisable to carry out and effect any of the foregoing enumerated powers and in the furtherance of the purposes for which the Association is organized.
COMMITTEES
SECTION 1.
The Association shall appoint a Nominating Committee as provided in these By-Laws. In addition, the Board of Trustees shall appoint other committees as deemed appropriate in carrying out its purposes, such as:
1. SOCIAL COMMITTEE which shall advise the Board of Trustees on all matters pertaining to the social program and activities of the Association and shall perform such other functions as the Board in its discretion determines;
2. PUBLICITY COMMITTEE which shall inform the members of all activities and functions of the Association and shall, after consulting with the Board of Trustees make such public releases and announcements as are in the best interest of the Association.
SECTION 2.
It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such committee, trustee or officer of the Association as is further concerned with the matter presented.
MEETINGS OF MEMBERS
SECTION 1.
ANNUAL MEETING. The annual meeting of the members will be held concurrent with the January meeting.
SECTION 2.
QUARTERLY BUSINESS MEETINGS. A quarterly business meeting will be held at 7:30 P.M. on the second Thursday of January, April, July and October of each calendar year unless changed by the Board of Trustees. The annual meeting will be scheduled to coincide with one of these quarterly meetings.
SECTION 3.
SPECIAL MEETINGS. Special meetings of the members may be called at any time by the President or by the Board of Trustees, or upon written request of a quorum of the entire membership or one-third (1/3) of the Class A membership.
SECTION 4.
NOTICE OF MEETINGS. Written notice of each annual or special meeting of the members shall be given by, or at the direction of the Secretary or the person authorized to call the meeting by mailing a copy of such notice, first class at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting, the purpose of the meeting. Notice of quarterly meetings will be mailed by the Secretary and will be displayed in other prominent places in the development.
SECTION 5.
QUORUM. The presence at the meeting of members entitled to cast, one-fifth (1/5) of the votes shall constitute a quorum for action except as otherwise provided in the Articles of Incorporation or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
OFFICERS AND THEIR DUTIES
SECTION 1.
ENUMERATION OF OFFICES. The officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board of Trustees; a Secretary and a Treasurer, and such other officers as the Board or quorum of members may from time to time by Resolution create.
SECTION 2.
ELECTION OF OFFICERS. The election of officers shall take place at the first meeting of the Board of Trustees, following such annual meeting of the members.
SECTION 3.
TERM. The officers of this Association shall be elected annually by the Board and shall hold office for one (1) year unless he shall sooner resign, or shall be moved, or otherwise disqualified to serve.
SECTION 4.
SPECIAL APPOINTMENTS. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
SECTION 5.
RESIGNATION AND REMOVAL. Any officer may be removed from office with cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6.
VACANCIES. A vacancy in any office may be filled by the Board in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
SECTION 7.
MULTIPLE OFFICES. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
SECTION 8.
DUTIES. The duties of the officers are as follows:
PRESIDENT
(a) The President shall preside at all meetings of the Board of Trustees, shall see that orders and resolutions of the Board are carried out, shall sign all written instruments issued by the Association.
VICE-PRESIDENT
(b) The Vice-President shall act in the place and stead of the President in the event of the presidents absence, inability or refusal and shall exercise and discharge such other duties as may be required by the Board.
SECRETARY
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
TREASURER
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by Resolution of the Board of Trustees; sign all checks of the Association; keep proper books of account; cause an annual audit of the Association books to be made at the completion of each fiscal year; and shall cause an annual budget and a statement of income and expenditures to be presented to the membership at its regular January quarterly meeting.
DUES
SECTION 1.
PURPOSE OF DUES. The dues levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the lot or living unit owners within the Holiday Island Development and any other thing that, in the opinion of the Board of Trustees, will promote the common benefit and enjoyment of the members of the Association. Dues may be expended to defray the administrative and clerical costs of the Board of Trustees or Association Officers.
SECTION 2.
ASSESSMENT OF DUES. Dues will be assessed each member. Dues will not be assessed each person when more than one person is listed as the registered owner of a lot or living unit.
SECTION 3.
ANNUAL DUES. Annual dues will be established by the Board of Trustees based, insofar as practicable, on an annual budget prepared by the Board of Trustees. The proposed annual budget will be submitted to the members of the Association at the January quarterly meeting. A majority of the votes cast at such meeting shall be required to implement the proposed budget.
SECTION 4.
DUE DATE OF ANNUAL DUES. Upon the acceptance of the annual budget by the members, as provided in Section 3 above. Annual dues are due January 1. Dues shall be paid no later than May 31 of each year, and if not paid by that date, members will be declared delinquent and dropped from the rolls.
SECTION 5.
PERIODIC OR ADDITIONAL DUES. Periodic or additional dues may be levied by the Board of Trustees to provide for any unforeseen clerical or administrative expenditures necessary to sustain the business activities of the Association and which were not provided for in the annual budget. This levy is entirely within the discretion of the Board of Trustees. The date such dues become payable is within the sole discretion of the Board of Trustees, who will give reasonable written notification to each member. Said notification shall contain the amount payable, the due date, and an explanation of the unforeseen expenditure.
SECTION 6.
SPECIAL ASSESSMENTS. Special assessments shall be levied by the Board of Trustees to defray costs of selected Association activities or functions in which each member participates as an individual. Association parties, dinners or picnics are examples of such activities and are intended as a partial listing, not exclusive of any other activity selected by the Board of Trustees. This assessment will only be levied on those members who commit themselves to attend the activity or function and the amount of the assessment will normally be arrived at by dividing the total costs by the number of persons present. Each member will be responsible for the assessment levied on guests invited to the activity by a member.
SECTION 7.
UNIFORM RATE. Both annual and periodic or additional dues must be fixed by the Board of Trustees at a uniform rate for each membership class.
SECTION 8.
EFFECT OF NON-PAYMENT OF ANNUAL, PERIODIC OR ADDITIONAL DUES OR SPECIAL ASSESSMENT. Any dues or assessments which are not paid when due shall be delinquent.
Any member who is delinquent in the payment of his dues shall be barred from participation in any membership meeting, annual or special, or any function or activity of the Association until such time as the amount of the delinquency is paid to the Treasurer. Such individuals can only rejoin the Association in accordance with Article III, Section 2.
BOOKS AND RECORDS
SECTION 1.
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
CORPORATE SEAL
SECTION 1.
The association shall have a seal in circular form having within its circumference the words: Holiday Island Homeowners Association, Inc., the form of which seal is imprinted in the margin hereof.
AMENDMENTS
SECTION 1.
These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of Class A members present in person
SECTION 2.
In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
MISCELLANEOUS
SECTION 1.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
SECTION 2.
AUTHORIZATION FOR EXPENDITURE OF ASSOCIATION FUNDS.
(a) Approval of the annual budget will provide authorization to disburse funds for the operation of the Association. Expenditures in excess of the approved budget or for non-operating expenses are covered in the following:
- Amounts up to $500.00 may be approved by the Board of Trustees; at a regular, or special meeting or in writing by a majority of the Board.
- Amounts in excess of $500.00 must be submitted to the members at a regular quarterly meeting or special meeting and approved by a majority of those in attendance.
SECTION 3.
JOB DESCRIPTIONS.
The delineation of "Selection, Duties and Responsibilities of the Officers of the Board of Trustees" as approved by the Board of Trustees on October 8, 1998 shall serve as policy for the implementation of the stated job descriptions. Job descriptions maybe amended by Board approval without voting of the general membership of the Association.
President / Date
Secretary / Date