Bylaws

BYLAWS  

OF  

CHARTWOOD MANOR HOMEOWNERS ASSOCIATION  

(as last amended November 6, 2014)  

ARTICLE I NAME AND LOCATION  

The name of the corporation is CHARTWOOD MANOR HOMEOWNERS ASSOCIATION, a  Pennsylvania non-profit corporation (the "Association" or “CMHA”). The registered office and  mailing address of the Association shall be CMHA, P.O. Box 4361, Harrisburg, Pennsylvania,  17111.  

ARTICLE II DEFINITIONS  

Capitalized terms set forth herein shall have the following meanings or the meanings set forth  in the Declaration or the Pennsylvania Uniform Planned Community Act, 68 Pa. C.S.A. §§ 5101- 5414 (as amended, the “Act”), as applicable.  

2.01. "Association" shall mean and refer to Chartwood Manor Homeowners Association, its  successors and assigns.  

2.02. "Properties" shall mean and refer to the Properties described in the Declaration and such  additions thereto as may hereafter be brought within the jurisdiction of the Association.  

2.03. "Common Area" shall mean all real property owned by the Association for the common  use and enjoyment of the Owners and shall include the following areas:  

1. Lot 32-A as shown on the Subdivision Plan.  

2. Lot 138-A as shown on the Subdivision Plan.  

3. Lot 138 as shown on the Subdivision Plan.  

2.04. "Lot" shall mean and refer to any plot of land shown on any recorded subdivision map of  the Properties with the exception of the Common Area.  

2.05. "Owner" shall mean and refer to the record title owner (pursuant to the current deed  filed with the Dauphin County Recorder of Deeds Office), whether one or more persons or  entities, of the fee simple title to any Lot which is a part of the Properties, but excluding those  having such interest merely as security for the performance of an obligation. Each Owner shall  be a “Member” of the Association. 

2.06. "Non-Resident Owner" shall mean and refer to an Owner of a Lot who is not a resident of  the Chartwood Manor development.  

2.07. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and  Restrictions dated November 25, 1985 and recorded in the Office of the Recorder of Deeds for  the County of Dauphin, State of Pennsylvania on November 29, 1985 in Record Book 690, Page  473-488, as amended from time to time.  

2.08. “Subdivision Plan” shall mean and refer to that certain Final Resubdivision Plan dated  6/23/94 and recorded in the Office of the Recorder of Deeds for the County of Dauphin, State  of Pennsylvania on August 19, 1994 in Plan Book V, Volume 5, Page 8  

ARTICLE III MEETINGS OF MEMBERS  

3.01. Annual Meetings: There shall be two annual meetings of the Members of the Association.  One meeting shall occur in October of each year, which October meeting shall be  comprehensive to discuss all issues of the Association. A second meeting shall occur in February  of each year for the sole purpose of discussing financial issues of the Association. Such meetings  shall take place at a date, time and place as set by the Board of Directors of the Association  upon notice to the Members as required by Section 3.03 hereof.  

3.02. Special Meetings: Special meetings of the Members may be called at any time by: (1) the  President of the Association; (2) the Board of Directors; or (3) on written request of the  Members who are entitled to cast at least twenty-five (25%) percent of all votes of the  Membership. A written request for a special meeting shall be delivered to the Secretary of the  Association, who shall then have the obligation to call the meeting and give notice pursuant to  the provisions of Section 3.03 hereof. Only such purpose as contained in the notice of the  special meeting shall be conducted at such special meeting.  

3.03. Notice of Meetings: Written notice of each meeting of the Members shall be given by, or  at the direction of, the Secretary or person authorized to call the meeting. A copy of such notice  must be mailed, postage prepaid, at least fifteen (15) days before the scheduled date for 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 such 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. If requested by a Member in  writing, notice of each meeting shall also be given by email to the address provided by the  Member.  

3.04. Quorum: The presence at the meeting of Members representing at least one-tenth (1/10)  of the votes of the Membership of the Association, in person or by proxy shall constitute a  quorum for any action except as otherwise provided in the Articles of Incorporation, the  Declaration, or these Bylaws. 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.  

3.05. Proxies: At all meetings of Members, each Member may vote in person or by proxy. All  proxies shall be in writing on a form substantially as provided by the Board and filed with the  Secretary prior to the commencement of the meeting at which such proxy shall be effective.  Unless otherwise specifically stated in the proxy itself, each proxy shall be effective only for the  

meeting at which it is delivered and shall automatically terminate upon the conclusion of such  meeting, or such adjourned meeting as provided in Section 3.04 hereof. Every proxy shall be  revocable and shall automatically cease on conveyance by the Member of such Member’s Lot.  

ARTICLE IV BOARD OF DIRECTORS  

4.01. Number/Qualifications: The affairs of this Association shall be managed by a board of five  (5) directors (the “Board”), each of who shall be Members of the Association. No Directors may  be Non-Resident Owners and all Directors shall be of legal age and Members in good standing  with the Association.  

4.02. Term of Office: The members of the Board (each a “Director”) shall be for terms of three  (3) years each and the terms of the Directors shall be staggered such that the term for two  Directors shall be for two (2) years and the term of the fifth Director shall be for one (1) year  and that Director’s seat shall be filled by election of the Members at the October annual  meeting.  

4.03. Removal: 

(1) Any Director may be removed from the Board, with or without cause, by a majority  vote of the Members of the Association taken at a special meeting called specifically for  that purpose. The Director whose removal is proposed shall have the right to at least  ten (10) days’ prior written notice of the meeting and such Director shall be given the  opportunity to be heard at such meeting prior to any vote being taken. If such Director  is removed, the Membership shall immediately elect a replacement member to serve  the remaining portion of such removed Director’s term.  

(2) In the event of death, resignation, or removal of a Director other than by the  Members pursuant to paragraph 4.03.a. above, his or her successor shall be selected by  the remaining Directors and shall serve for the unexpired term of his or her predecessor.  

4.04. Compensation: No Directors shall receive compensation for any service rendered to or on  behalf of the Association. However, any Director may be reimbursed for actual and necessary  expenses incurred in the performance of his or her duties. 

4.05. Action Taken Without a Meeting: The Board 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 of the Directors. Any action so approved shall have the same effect as though taken at a  meeting of the Board.  

4.06. Multiple Offices: To eliminate conflict of interest with committees, no Director shall be an  Officer of the Association and simultaneously serve on a committee of the Board unless  otherwise specifically provided herein.  

ARTICLE V NOMINATION AND ELECTION OF DIRECTORS  

5.01. Nomination: Nomination for election to the Board may be made by a Nominating  Committee formed by the Board. Nominations may also be made from the floor at the October  annual meeting or by any other method selected by the Board. The Nominating Committee  shall consist of a Chairman, who shall be a Director whose term is not about to expire, and two  or more Members of the Association, who may not be Non Resident Owners, appointed by the  Board (by a vote of the Board including that of the Director whose term is about to expire). The  Nominating Committee shall be appointed by the Board at least two (2) months prior to the  October annual meeting of the Members, to serve from the time of appointment until the  appointment of the replacement Director(s). The Nominating Committee shall make as many  nominations for election to the Board as it shall in its discretion determine, but not less than  the number of vacancies that are to be filled. Such nominations shall be made only from  Members and Non-Resident Owners may not serve on the Nominating Committee or the  Board.  

5.02. Election: Election of the member(s) of the Board shall be by secret written ballot. At such  election, each Member, either in person or by proxy (including directed proxies) shall be  entitled to cast one vote for each Lot owned. If a Lot is owned by more than one person, those  owners shall decide among themselves how their vote is to be cast. The person(s) receiving the  largest number of votes shall be elected. In the event of a tie, there shall be a second and  subsequent votes among those who have tied for the highest number of votes until one person  is eventually elected by the most votes. Cumulative voting is not permitted.  

ARTICLE VI MEETINGS OF DIRECTORS  

6.01. Regular Meetings: Regular meetings of the Board shall be held at least monthly and may  occur without notice to the Members, but with at least two (2) weeks’ notice to all of the  Directors, at such place and hour as may be fixed from time to time by resolution of the Board.  Directors may participate at any meeting by phone or other electronic method that allows for  such Directors to actively participate at the meeting. The President shall preside over all Board  meetings. 

6.02. Special Meetings: Special meetings of the Board shall be held when called by the  President of the Association, or by any two Directors, after not less than three (3) days' notice  to each Director.  

6.03. Quorum: A majority of the number of Directors shall constitute a quorum for the  transaction of business. Every act or decision done or made by a majority of the Directors  present at a duly called and held meeting at which a quorum is present shall be regarded as the  act of the Board.  

ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS  

7.01. Powers: The Board shall have power to:  

(1) Adopt and publish rules and regulations governing the use of the Common Area and  facilities, and the personal conduct of the Members and their guests thereon, and to  establish penalties for the infraction thereof;  

(2) Suspend the voting rights and right to use the Common Area of a Member during any  period in which such Member shall be in default in the payment of any assessment  levied by the Association. Such rights may also be suspended after notice and hearing,  for a period not to exceed sixty (60) days for infraction of any provisions of the  Declaration, the Bylaws or any published rules and regulations;  

(3) Exercise for the Association all powers, duties, and authority vested in or delegated  to this Association and not reserved to the Membership by other provisions of these  Bylaws, the Articles of Incorporation, or the Declaration;  

(4) Declare the office of a Director to be vacant in the event such Director shall be  absent without valid excuse (as determined by a majority of the other Directors) from  two (2) consecutive regular meetings of the Board; and  

(5) Employ a manager, management company, an independent contractor, or such  other employees as they deem necessary, and to prescribe their duties.  

7.02. Duties: It shall be the duty of the Board to:  

(1) Cause to be kept a complete record of all of its monthly meetings, acts and corporate  affairs and to present a statement thereof to the Members at the October annual  meeting of the Members, and to include the minutes and statements in their entirety in  the published minutes from the annual meetings, or at any special meeting when such  statement is requested in writing by at least one-tenth (1/10) of the Members who are  entitled to vote; 

(2) Supervise all officers, agents, and employees of this Association, and to see that their  duties are properly performed;  

(3) As more fully provided in the Declaration, to:  

(a) Fix the amount of the annual assessment against each Lot at least ninety (90)  days in advance of each annual assessment period;  

(b) Send written notice of each assessment to every Owner subject thereto at  least sixty (60) days in advance of each annual assessment period; and  

(c) Take such action as the Board shall deem reasonable, including, but not  limited to the imposition of late fees, interest and the cost of collection for which  assessments are not paid within thirty (30) days after due date, including but not  limited to bringing an action at law against the Owner(s) personally obligated to  pay the same. The Board may, but shall not be obligated to bring an action  against the Owner(s) personally or to foreclose on the lien against the Lot for  which assessments are more than thirty (30) days past due.  

(4) Issue, or to cause an appropriate Officer or agent of the Association to issue, on  request and the payment of any applicable fee, a resale certificate as set forth in the  Act. A reasonable charge may be made by the Board for the issuance of these  certificates. If a certificate states an assessment has been paid, such certificate shall be  conclusive evidence of such payment;  

(5) Procure and maintain adequate liability and hazard insurance on property owned by  the Association;  

(6) Cause all Directors, Officers and employees of the Association having fiscal  responsibilities to be bonded or insured by appropriate errors and omissions insurance,  as the Board may deem appropriate;  

(7) Cause the Common Area and retention pond to be maintained.  

ARTICLE VIII OFFICERS AND THEIR DUTIES  

8.01. Enumeration of Officers: The officers of this Association (each an “Officer”) shall be a  president, a vice president, a secretary , a treasurer, and Chairperson of the Architectural  Control Committee, who shall at all times be Members of the Board, and such other officers as  the Board may from time to time by resolution create. All Officers shall be Members of the  Association and shall reside within Chartwood Manor. 

8.02. Election of Officers: The Officers shall be elected by the Board at the first meeting of the  Board of Directors following each annual meeting of the Members or during the annual  meeting if deemed appropriate by the Board.  

8.03. Term: The Officers of this Association shall be elected annually by the Board and each  shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed, or  otherwise be disqualified to serve.  

8.04. 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.  

8.05. Resignation and Removal: Any Officer may be removed from office with or without 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, and unless other-wise specified therein, the  acceptance of such resignation shall not be necessary to make it effective.  

8.06. Vacancies: A vacancy in any office shall be filled by appointment by the Board. The Officer  appointed to such a vacancy shall serve for the remainder of the term of the Officer he or she  replaces.  

8.07. Multiple Offices: The offices of secretary and treasurer may not be held by the same  person. No person shall simultaneously hold more than one of any of the offices.  

8.08. Duties: The duties of the Officers are as follows:  

(1) The president shall preside at all meetings of the Board of Directors and of the  annual and special meetings of the Members; shall see that orders and resolutions of  the Board are carried out; shall sign all leases, mortgages, deeds, and other written  instruments and shall cause to be kept a file containing all books, records, papers, and  minutes of meetings, from past and present Boards of Directors and Committees.  

(2) The vice president shall act in the place and stead of the president in the event of the  president’s absence, inability, or refusal to act, and shall exercise and discharge such  other duties as may be required of the vice president by the Board.  

(3) The secretary shall record the votes and keep the minutes of all meetings and  proceedings of the Board and of the Members; record exact wording of all motions  made, the Member making the motion, and the disposition; cause the minutes of the  annual meetings to be published in their entirety; and shall perform such other duties as  required by the Board. 

(4) The treasurer shall receive and deposit in appropriate bank accounts all moneys of  the Association and shall disburse such funds as directed by resolution of the Board;  shall, unless otherwise directed by the Board, co-sign all checks and promissory notes of  the Association; keep proper books of account; cause an audit, review or compilation of  the Association’s financial books to be made by a certified public accountant upon  direction from the Board, provided however, that an audit, review or compilation shall  be conducted at least every four (4) years; and shall prepare an annual budget and a  statement of income and expenditures to be presented to the Membership at its regular  annual meeting, and deliver a copy of each to the Members within thirty (30) days of  completion; keep the corporate seal of the Association and affix it on all papers  requiring said seal; 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. If the  Board chooses to use an electronic check disbursement program offered by the financial  institution, the Treasurer will be responsible for signing and securing a signature from a  second Board Member on all incoming invoices BEFORE scheduling disbursement.  

(5) The Chairman of the Architectural Control Committee shall be an elected Board  Member. The Board of Directors shall appoint three (3) or more nominees to serve on  the Architectural Control Committee, as provided in the Declaration. The Architectural  Control Committee will administer and enforce the restrictions set forth in the  Declaration or any special rules the Association shall adopt.  

ARTICLE IX COMMITTEES  

9.01. Architectural Control Committee: The Association shall appoint an Architectural Control  Committee, whose Chairman shall be a member of the Board.  

9.02. Other Committees: In addition, the Board of Directors shall appoint other committees  appropriate in carrying out its purposes from nominees selected by Board based on volunteers  and suggestions from the Members at an annual meeting.  

ARTICLE X BOOKS AND RECORDS  

The books, records, and papers of the Association shall at all times, during reasonable business  hours, be subject to inspection by any Member, provided however, that any personal  information (such as social security numbers, telephone numbers, email addresses and the like)  shall be redacted from any documents prior to inspection by any Member. The Declaration, the  Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by  any Member at a location chosen by the Board. Copies may be purchased at reasonable cost.  All Landlords must provide all tenants with copies of the Declaration, Bylaws and any rules and 

regulations to facilitate compliance; but such shall not absolve or relieve the Member from  primary responsibility for the tenant’s action.  

ARTICLE XI ASSESSMENTS  

As more fully provided in the Declaration, each Member is obligated to pay to the Association  annual and special assessments which are secured by a continuing lien on the Lot against which  the assessment is made. Any assessments which are not paid when due shall be delinquent. If  the assessment is not paid within thirty (30) days after the due date, the assessment shall bear  a late fee of $5.00 from the date of delinquency and a like amount for each thirty (30) days  thereafter that any assessment remains unpaid and the arrears shall bear interest retroactive to  the due date at a rate determined by the Board from time to time. In addition, the Board may  engage legal counsel to collect on any delinquencies and the cost and expenses incurred by the  Board shall be added to the Member’s assessment. The Association may bring an action at law  against the Owner personally obligated to pay all amounts owing from a Member and/or may  foreclose the lien against the property. No Owner may waive or otherwise escape liability for  the assessments provided for herein by non-use of the Common Area or abandonment of his  Lot.  

ARTICLE XII AMENDMENTS  

12.01. Meetings: These Bylaws may be amended, at a regular or special meeting of the  Members, by a vote of a majority of a quorum of Members present in person or by proxy.  

12.02. Conflicts: In the case of any conflict between the Articles of Incorporation and these  Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and  these Bylaws, the Declaration shall control.  

ARTICLE XIII MISCELLANEOUS  

13.01. Fiscal Year: The fiscal year of the Association shall begin on the first day of January and  end on the thirty-first day of December of every year.  

13.02. Redress: Any Member who disagrees with any decision of an Officer or Committee of  the Association shall have the right to appeal such decision to the Board, provided that such  appeal is made in writing within thirty (30) days of the date of such decision. All appeals shall be  determined by the Board as the Board shall determine and all decisions of the Board shall be  final and subject only to any legal action that the Member would otherwise have. 

13.03. Parliamentary Authority: The rules contained in current versions of Robert’s Rules of  Order shall govern the Association in all instances when they are applicable and not  inconsistent with these Bylaws, the Declaration, or any special rules the Association shall adopt.  

13.04. Architectural Control Guidelines: The Board shall have the right to enact such policies,  guidelines, procedures and rules and regulations as it deems to be appropriate for the purposes  of assisting the Architectural Control Committee in the performance of its duties.