This is an amended copy of the By-Laws. It is not recorded and therefore did not come up in the title search.
Copies of the original By-Laws and all amendments with voting records were not supplied by WEHOA in the ReSale Book.
AMENDED SEPTEMBER 7, 2006
The principal office of Wood's Edge Homeowner's Association, Inc. (the "Corporation") shall be located at such place in Lancaster County, Pennsylvania as may be selected by the Board of Directors from time to time.
In amplification of the purposes for which the Corporation has been formed as set forth in the Articles of Incorporation, the purposes and objects are as follows:
(a) To develop a community designed for safe, healthful, and harmonious living.
(b) To promote the collective and individual property and civic interests and rights of an members who own property in the residential-townhouse and multi-family section of Wood's Edge (the "Development").
(c) To care for the improvements and maintenance of the easements, parkways, grass plots, parking areas, common areas, and any facilities of any kind dedicated to the community use and other open spaces and other features of the Development which now exist or which may hereafter be installed or constructed therein.
(d) To cooperate with the Owners of all Lots (as those terms are defined in the Declaration) that exist or that hereafter shall exist in the Development in keeping them in good order and condition and in preventing them from becoming nuisances and detriments to the beauty of the Development and to the value of the improved property therein.
(e) To aid and cooperate with the members of this Corporation in the enforcement of such conditions, covenants, and restrictions on the appurtenant to their property as are now in existence, as well as any other conditions, covenants, and restrictions as shall hereafter apply, and to counsel with the Supervisors of Manor Township, Pennsylvania.
(f) In general, but in connection with the foregoing, to do any and all things necessary to promote the general welfare of the residents and Owners of any portions of the Development and their property interests therein.
(g) To acquire, own, or lease such real and personal property as may be necessary or convenient for the transaction of its business and the fulfillment of its purposes and objects, and to exercise all rights, powers, and privileges of ownership to the same extent as natural persons might or could do.
(h) To exercise any and all powers that may be delegated to it from time to time by the members.
(i) This Corporation shall not engage in political activity or pursue political purposes of any kind or character.
Membership in the Corporation shall be as set forth in the Declaration of Covenants, Conditions and Restrictions for Wood's Edge (Residential-Townhouse and Multi-Family) as heretofore or hereafter amended (the "Declaration"). A copy of the Declaration and all amendments shall remain on file in the offices of the Corporation.
(a) Annual Meeting. An annual meeting of the members for the purpose of hearing reports from all officers and standing committees and for electing directors shall be held in Lancaster County, Pennsylvania in December of each year, beginning with the year 1992. The time and place shall be fixed by the directors.
(b) Special Meetings. A special meeting of the members may be called by the Board of Directors. A special meeting of the members must be caned within sixty (60) days by the president, or the Board of Directors, if requested by two (2) directors or by members entitled to cast not less than thirty per cent (30%) of all votes.
(c) Notice of Meetings. Written notice stating the place and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting not less than thirty (30) nor more than sixty (60) days before the date of such meeting. The date of notice if such notice is mailed shall be the date such notice is deposited in the United States mail.
(d) Quorum. The presence of at least fifty (50) members of the Association at any meeting, either in person or by proxy, shall constitute a quorum at any meeting of the members. For the above purpose, "member" shall mean collectively all joint owners of a single property as set forth on page 3 of the Second Amendment to the Declaration, Book 3094, Page 215. In the absence of a quorum, the rules for establishment of a quorum at a subsequent meeting shall be as set forth in the Declaration. [This By-Law 4 (d) revised prior language, and was adopted at a meeting of the Association members held September 7, 2006.]
(e) Proxies. At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member. No proxy shall be valid after twenty-four (24) months from the date of its execution, unless otherwise provided in the proxy.
(a) General Powers. Except as required by the Declaration or by these By-Laws or by law, the business and affairs of the Corporation shall be managed by the Board of Directors.
(b) Number, Tenure and Qualifications. The number of directors shall be three. Each director shall hold office until the second annual meeting of the member's term, following his/her original qualification and until his/her successor shall have been elected and qualified. Exceptions to the provision for two-year tenure shall be in the case of the first directors taking office following the organizational meeting of the Corporation. Of the first three directors, one shall hold office until the next annual meeting, and two shall hold office until the second annual meeting. The determination of the respective terms shall be by lot. Any increase in the number of directors shall be in units of two and their initial terms shall be one for one year and the other for two years, with the determination to be by lot.
(c) Regular Meetings. The Board of Directors shall meet regularly, at least quarterly, at a time and place it shall select.
(d) Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the president or of any two directors.
(e) Notices. Notice of any special meeting of the. Board of Directors shall be given at least ten days prior thereto, by written notice delivered personally or sent by mail to each director. The date of notice if such notice is mailed shall be the date such notice is deposited in the United States mail. Any director may waiver notice of any meeting. Any director who attends any meeting (except for the sole purpose of objecting to the lack of notice of said meeting) shall be deemed to have waived notice thereof.
(f) Quorum. Except as otherwise required by the Declaration, by these By-Laws or by law, a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
(g) Manner of Acting. The act of a 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 law or by these By-Laws or by the Declaration.
(h) Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of the increase in the number of directors, shall be filled by election by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
(i) Removal. Any director may be removed from the Board for just cause upon a vote of a majority of all members of the Association voting in person or by proxy. The unexpired term of a removed director shall be filled as a vacancy as set forth above.
(a) Officers. The officers of the Corporation shall be a president, a secretary, a treasurer and such other officers as may be appointed by the Board of Directors.
(b) Qualifications and Method of Election. The officers shall be elected by the Board of Directors, and shall serve for a term of one year. The president and vice-president shall be members of the Board of Directors.
(c) President. The president shall preside at all meetings of the members and of the Board of Directors at which be/she is present, shall exercise general supervision of the affairs and activities of the Corporation, and shan serve as an ex-officio member of all standing committees.
(d) Vice-President. If there is a vice-president, the vice-president shall assume the duties of the president during hislher absence. Otherwise, the treasurer shall succeed as to the president.
(e) Secretary. The secretary shall keep the minutes of all of the meetings of the Corporation and of the Board of Directors, which shall be an accurate and official record of all business transacted. The secretary shall be custodian of all corporate records.
(f) Treasurer. The treasurer shall receive all corporate funds, keep them in a bank approved by the Board of Directors, and payout funds only- on notice signed by the treasurer and by one other officer. With Board of Director approval, these functions can be delegated to a management company with proper controls of funds and Board of Director oversight of the management company. The treasurer shall be an ex-officio member of the finance committee if established by the Board of Directors.
(g) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by any member of the Board of Directors for the unexpired portion of the term.
SPECIAL PROVISIONS RELATING TO CERTAIN ACTIONS
(a) Except as set forth in subparagraph (c) below, fees, dues and assessments shall be established by the directors or the members as set forth in the Declaration.
(b) Notwithstanding any other provisions of the Articles of Incorporation or these By-Laws the following actions are subject to the following provisions:
(i) any transfer, sale, conveyance or mortgage of any Common Area shall not be effective unless such transfer, sale, conveyance or mortgage is approved by (I) a majority of directors then in office and (II) Owners (as defined in the Declaration) who own two-thirds (2/3) of the Lots (as defined in the Declaration); and
(ii) so long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties; mergers and consolidations; mortgaging of Common Area; dedication of Common Area; amendment of the Declaration; dissolution of the Corporation; amendment of the Articles oflncorporation; and amendments of the By-Laws.
(c) So long as the annual assessments of the Association are not increased by more than ten per cent (10%) in anyone calendar year, the approval of the membership shall not be required. However any increase in annual assessments that exceeds ten per cent (10%) over the previous calendar year shall require the approval of a majority of the membership in attendance or voting by proxy at any meeting duly convened upon appropriate notice.
(a) Director's Personal Liability. A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania is now or hereafter in effect.
(b) Modification or Repeal. Any modification or repeal of this By-Law Eight shall not have any effect upon the liability of a director relating to any action taken, any failure to take an action, or events which occurred prior to the effective date of such modification or repeal.
(a) Indemnification. The Corporation shall indemnify to the fullest extent now or hereafter permitted by Law, any person who was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, by reason of the fact that such person is or was a director or officer of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines and amounts paid in settlement actually and reasonably incurred by each person in connection with such action, suit or proceeding provided that the Board of Directors determines that the person seeking indemnification acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation.
(b) Successful Defense. Notwithstanding any other provision of this By-Law Nine, to the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) of this By-Law Nine, or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against all expenses (inc1uding attorneys' fees and disbursements) actually and reasonably incurred by such person in connection therewith.
(c) Preservation of Rights. The rights of indemnification provided by this By-Law Nine shall continue as to any person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Any modification or repeal of this By-Law Nine shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification or repeal.
(a) The fiscal year of the Corporation shall be the calendar year.
(b) No compensation shall be paid to officers or directors of the Corporation for their service as officers or directors.
(c) Upon dissolution of the Corporation, all assets of the Corporation shall be conveyed to a nonprofit corporation (or other nonprofit organization) with the same or substantially similar purposes and objects as the Corporation.
(d) All contracts for services to the Association, including but not limited to management services, lawn maintenance, snow removal, insurance, fertilization, etc. shall be selected by the directors, where possible, from more than one proposal. The directors shall not be required to select the lowest proposal, but shall select the proposal that is in the best interests of the Association.
(e) The most current edition of Robert's Rules of Order shall govern the conduct of all meetings of the Association, to the extent they are not in conflict with these By-Laws or the Declaration, as amended from time to time.
Any proposed amendment to these By-Laws may be submitted in writing at any meeting of the members of the Corporation. Any proposed amendments shall be included in the notice of the meeting.
A proposed amendment shall become effective if approved by members entitled to cast not less than a majority of all votes except that the Articles of Incorporation of the Corporation shall not be amended unless such amendment is approved by (a) a majority of the directors then in office and (b) Owners (as defined in the Declaration) who own two-thirds (2/3) of the Lots (as defined in the Declaration).
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