Voting & Proxy

Eligibility to Vote

Membership in Association

Definition

Every Record Owner of a Lot that is subject to assessment shall become and be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot that is subject to assessment.

See Declaration of Covenants: Section 4.1

One Lot - One Vote

If more than one (1) person, firm, corporation, trustee, or other legal entity, or any combination thereof, holds the record title to any Lot, all of the same, as a unit, and not otherwise, shall be deemed a single Member of the Association. The vote of any Member comprised of two (2) or more persons, firms, corporation, trustees, or other legal entities, or any other combination thereof, shall be cast in the manner provided for in the Articles of Incorporation and/or By-Laws of the Association, or as the several constituents may determine, but in no event shall all such constituents cast more than one (1) vote per Lot for each Lot owned by them.

See Declaration of Covenants: Section 4.2(b)

What Does / Does Not Require a Vote

Annual Assessment: BOD-only vote if not in excess of Maximum Assesment

The Board of Directors of the Association may fix the Annual Assessment or charges against each Lot at any amount not in excess of the maximum.

See Declaration of Covenants: Section 8.3(d)

Maximum Annual Assessment

Subject to the limitations set forth in this Section 8.3, and for the periods therein specified, the Association may change the maximum and the basis of the Assessments fixed by Section 8.3 hereof prospectively for any period provided that any such change shall have the assent of two-thirds (2/3) of each class of Members of the Association, voting in person or by proxy, at a meeting duly called for such purposes.

See Declaration of Covenants: Section 8.3(d)

Maximum Annual Assessment : Non-Vote Increase

From and after such date [Until January 1 of the year immediately following the conveyance of the first Lot to a Record Owner], the maximum Annual Assessment may be increased each year by not more than twenty percent (20%) of the maximum Annual Assessment for the previous year without a vote of the membership of the Association.

See Declaration of Covenants: Section 8.3(b)

Maximum Annual Assessment : Vote Increase

From and after such date [Until January 1 of the year immediately following the conveyance of the first Lot to a Record Owner], the maximum Annual Assessment may be increased above the twenty percent (20%) limitation specified in the preceding sentence only by a vote of two-thirds (2/3) of each class of Members of the Association, voting in person or by proxy, at a meeting duly called for such purpose.

See Declaration of Covenants: Section 8.3(c)

Emergency Expenditures

Any expenditure made, other than those made because of conditions which, if not corrected, could reasonably result in a threat to the health or safety of the Owners or a significant risk of damage to the Community, that would result in an increase in the Annual Assessments for the current fiscal year of the Association in excess of fifteen percent (15%) of the budgeted amount previously adopted, shall be approved by an amendment to the Budget adopted at a special meeting of the Board, upon not less than ten (10) days written notice to the Owners.

See Declaration of Covenants: Section 8.3(e)

Special Assessments

In addition to the Annual Assessments authorized above, the Association may levy in any assessment year, a Special Assessment, applicable for that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any capital improvement located on the Common Areas, including fixtures and personal property related thereto, and/or to meet any other deficit of the Association or any emergency or unforeseen expenses of the Association; provided that such Assessment shall first be approved by two-thirds (2/3) of the votes of each class of the Members of the Association, voting in person or by proxy at a meeting duly called for such purpose.

See Declaration of Covenants: Section 8.4

Repair and Reconstruction of Common Areas

If any improvements on the Common Areas are damaged or destroyed, and the proceeds of insurance received by the Association are not sufficient to pay in full the cost of the repair and reconstruction of the improvements, the Board of Directors shall, without the necessity of a vote of the Members, levy a Special Assessment against all Record Owners in order to cover the deficiency in the manner provided in Article VIII hereof. If the proceeds of insurance exceed the cost of repair, such excess shall be retained by the Association and used for such purposes as the Board of Directors shall determine.

See Declaration of Covenants: Section 9.4

Enforcement

(a) Enforcement of this Declaration [of Covenents] shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any covenant, either to restrain the violation or to recover damages, or both. In acquiring title to any Lot in the Community, the purchaser or purchasers violating or attempting to violate any covenant, agree to reimburse the Association and/or any Record Owners for all costs and expenses for which it or they may incur as a result of the said violation or attempted violation, including but not limited to, court costs and attorneys’ fees.

(b) These Covenants shall inure to the benefit of and be enforceable by the Association or by the Record Owner(s) of any land included in the Community and their respective legal representatives, successors and assigns, and all persons claiming by, through or under them. Further, the Covenants shall bind every Lot and Owner thereof and successors in interest of each such Owner.

(c) Notwithstanding the foregoing, neither the Association nor any person acting or purporting to act on its behalf shall (a) file or otherwise commence, or prosecute, in any jurisdiction whatsoever, any (i) civil, criminal or administrative proceeding in or with any court or administrative body or officer, or (ii) appeal of or objection to any decision or other action made or taken by any court or administrative body or officer, in any judicial or administrative proceeding, or (b) testify or submit evidence (except where required by law, subpoena or formal order of such court, administrative body or officer), or otherwise take a formal position on any issue under consideration, in any such proceeding or appeal, in all cases until such action is approved in writing by, or by the vote of, both (i) Members entitled to cast at least seventy-five percent (75%) of the votes held by all Owners other than the Class B Members, and (ii) (if such action would be taken during the Development Period), the votes of the Class B Members holding at least seventy-five percent (75%) of the votes. Nothing in this subsection shall apply to a civil or administrative proceeding which the Association commences or prosecutes with a court or administrative body or officer (a) to collect an Assessment, or enforce or foreclose a lien securing an Assessment, (b) otherwise to enforce the Association’s rights or another person’s obligations under the Declaration, By-Laws or Articles of Incorporation on account of a default or under any other provision of such documents, or (c) any action taken by the Declarant at any time or action undertaken by the Architectural Review Committee during the Development Period.

See Declaration of Covenants: Section 11.2

Amendment of Declaration of Covenants

(a) While there is a Class B membership of the Association, this Declaration may be amended by an instrument in writing, signed and acknowledged by the Declarant and by the President or Vice-President and Secretary or Assistant Secretary of the Association after approval of the amendment at a meeting of the Association duly called for such purpose; provided, however, that Declarant shall have the right, power and authority to amend, modify, revise or change any of the terms or provisions of this Declaration, the Association’s By-Laws, or the Association’s Articles of Incorporation during the Development Period and in order to accomplish any such amendment, each Owner and any lienholder(s) of a Lot (other than a lienholder of a Lot owned by Declarant) appoint Declarant as their power of attorney to execute any such amendment. THIS SPECIAL POWER OF ATTORNEY SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST.

(b) Other than as set forth in Section 11.9 (a) above, the vote (in person or by proxy) or written consent of (i) at least two-thirds (2/3) of the Class A Members of the Association, if any, and (ii) the Declarant, shall be required to add to, amend, revise or modify this Declaration. Following the lapse of the Class B membership in the Association, as provided in Article IV hereof, this Declaration may be amended by an instrument in writing, signed and acknowledged by the President or Vice-President and Secretary or Assistant Secretary of the Association with the approval, in the manner set forth above, of at least two-thirds (2/3) of the Class A Members of the Association at a meeting of the Association duly called for such purpose.

(c) An amendment or modification shall be effective when executed by the President or Vice-President and Secretary or Assistant Secretary of the Association who shall certify that the amendment or modification has been approved as herein above provided. The amendment shall be recorded in the Land Records of the County. Unless a later date is specified in any such instrument, any amendment to this Declaration shall become effective on the date of recording. For the purpose of recording such instrument, each Record Owner, other than the Declarant, hereby grants to the President or Vice-President and Secretary or Assistant Secretary of the Association an irrevocable power of attorney to act for and on behalf of each and every Record Owner in certifying, executing and recording said instrument. Notwithstanding anything to the contrary contained herein, in no event may any of Declarant’s rights or privileges under the Articles of Incorporation, By-Laws of the Association, or this Declaration be terminated, altered or amended without Declarant’s prior written consent during the Development Period.

(d) No amendment to this Declaration or action or resolution of the Board of Directors may remove, revoke or modify any right, reservation or privilege of the Declarant herein without the prior written consent of such Declarant. In addition, notwithstanding the foregoing or any other contrary provision of this Declaration, any amendment shall require the prior written consent of Builder, not to be unreasonably withheld, while Builder owns any Lots, has any Lots under contract, or has any outstanding warranty or bond obligations for Lots.

See Declaration of Covenants: Section 11.2

Rules and Regulations - BOD-only vote

(a) The Board of Directors shall have the power to adopt and amend rules and regulations (“Rules and Regulations”) regarding the use of the Common Areas or regarding other matters as to which the Board of Directors is expressly granted such power by this Declaration, which shall be binding on each Owner, provided such Rules and Regulations are adopted in accordance with the provisions of this Article.

(b) The Board of Directors shall mail written notice to each of the Members of the Association setting forth the proposed Rules or Regulation at least twenty (20) days prior to its adoption. Such notices shall be mailed to the address of each Member as shown on the most current membership roster of the Association.

(c) The adoption or amendment of Rules and Regulations shall require the vote of two-thirds (2/3) of the directors present at a meeting of the Board of Directors.

See Declaration of Covenants: Section 11.10

Request for Special Meetings

Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are (1) entitled to vote one-third (a) of all of the votes of the Class A membership, or (in) entitled to vote one-third (a) of all of the votes of the Class B membership.

See By-Laws: Article IV Section 2

Election of Directors

Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

See By-Laws: Article V Section 1

Removal of Director

Any director may be removed from the Board of Directors, with or without cause, by a majority vote of the Members of the Association or solely by Declarant if during the Development Period. In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board of Directors (or by Declarant if during the Development Period) and shall serve for the unexpired term of his or her predecessor.

See By-Laws: Article IV Section 3

BOD Action Taken Without A Meeting

The directors shall have the right to take any action in the absence of a meeting which they could take under Maryland law at a closed meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a closed meeting of the directors.

See By-Laws: Article IV Section 5

Proxy

At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

See By-Laws: Article II Section 5

All Class A members may assign their vote to a proxy, provided said proxy is another Class A member who is entitled to full voting rights. In no circumstance may a Class A member give its vote to a renter or lease or any other agent who is not a Class A member.

See Declaration of Covenants: Section 4.4

Blank Proxy

The following is an example of an accectable Proxy form: MRHOA Blank Proxy

Please submit your completed and signed proxy electronic form to BODMRHOA@googlegroups.com or deliver a hardcopy to the BOD Secretary.

Please follow the same process for recissions of your proxy.

Architectural Review Committee Voting

All questions shall be decided by a majority of the members of the Architectural Review Committee, and such majority shall be necessary and sufficient to act in each instance and on all matters.

See Declaration of Covenants: Section 2.1