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TROTTERS LEA HOMEOWNERS ASSOCIATION BY-LAWS
Article I Name and Address
SECTION 1.01. Name. The name of this association shall be Trotters Lea Homeowners
Association (the “Community Association”).
SECTION 1.02. Address. The office of the Association shall be at the place to be designated by
the Board of Directors, subject to transfer upon notice to the Members.
Article II Applicability
SECTION 2.01. Applicability. These By-Laws shall be applicable to the Community
Association. In accordance with the terms of the Declaration of Covenants, Conditions and
Restrictions of Trotters Lea Homeowners Association (the “Declaration”), all present and future
Owners shall be Members of the Community Association and all Owners, tenants, occupants,
their guests, licensees, servants, agents, employees and any other person or persons who shall be
permitted to use the Community Facilities (hereinafter defined) shall be subject to these By-
Laws and to any rules and regulations adopted from time to time by the Board of Directors.
Ownership, rental or occupancy of any Lot in the Property subjected to the Declaration shall be
conclusively deemed to mean that the Owner, tenant or occupant has accepted, ratified and will
comply with these By-Laws and any rules and regulations of the Community Association.
Article III Purpose
SECTION 3.01. Association Purposes. The purpose of the Community Association is to
maintain, regulate and administer the common areas and all property and improvements owned
by the Community Association or otherwise under the control and direction of the Community
Association, (collectively, “Community Facilities”) for the use, benefit and enjoyment of the
Members and lawful occupiers of the dwellings in the Community. In addition thereto, the
Community Association shall provide for the orderly and economical regulation, management
and maintenance of the Community Facilities and for the collection of any revenues necessary to
effectuate the management and maintenance of these and other facilities which may be
established for the use and enjoyment of Owners. This Community Association does not
contemplate pecuniary gain or profit to its Members.
Article IV Definitions and Interpretation
SECTION 4.01. Definitions. Unless it is plainly evident from the context that a different
meaning is intended, the terms used herein shall have the same meanings as provided in the
Declaration.
SECTION 4.02. Interpretation. In the event of a conflict of interpretation between the provisions
set forth in these By-Laws and the Declaration, the Declaration shall govern. In the event of any
conflict between these By-Laws and the Articles of Incorporation of the Community
Association, the Articles of Incorporation shall control. In the event that the Internal Revenue
Code is hereafter amended or changed, both the Declaration and these By-Laws shall be
interpreted in a manner which conforms to the provisions of the Internal Revenue Code with
respect to non-profit entities, it being the intention to preserve the lawful status of the
Association as a bona-fide non- profit entity.
Article V Membership
SECTION 5.01. Membership. Membership in the Community Association is automatic upon a
person or entity owning a Lot or Living Unit in the Community. A Member shall be deemed to
be “in good standing” if, and only if, he or she shall have fully paid all Assessments, Community
Association dues, and all fines levied against the Member and against his or her Lot or Living
Unit by the Board, together with all interest, costs, attorney.s fees, penalties and other expenses,
if any, chargeable to the Member and against his or her Lot or Living Unit.
SECTION 5.02. Affirmative Vote. Except as otherwise provided herein or in the Declaration, the
passage of any decision or resolution shall occur upon the affirmative vote of at least a majority
of Members, either in person or by proxy, who are in good standing and entitled to vote, which
vote shall be taken at a meeting in which the quorum required in Section 5.05 of these By-Laws
is present, either in person or by proxy. Cumulative voting shall not be permitted.
SECTION 5.03. Membership List. Not less than thirty (30) days prior to the date of any annual
or special meeting of the Community Association, the Secretary shall compile and maintain at
the principal office of the Community Association, an updated list of Members and their last
known post office addresses. These lists shall also show opposite each Member.s name the
address of the Lot(s) that he or she owns. The list shall be revised by the Secretary to reflect
changes in the ownership of Lots occurring prior to the date of the annual or special meeting.
These lists shall be open to inspection by all Members and other persons lawfully entitled to
inspect the lists during regular business hours up to the date of the annual or special meeting. The
Secretary shall also keep current and retain custody of the minute book of the Community
Association which shall contain the minutes of all annual and special meetings of the
Community Association and the Board of Directors and all resolutions of the Board of Directors
(the “Minute Book”).
SECTION 5.04. Proxies. Votes may be cast in person or by written proxy. Written proxies may
be submitted by United States mail, by electronic mail (“Email”), or delivered to the Office of
the Community Association or delivered directly to the Secretary of the Association. A proxy
vote shall be defined as a written vote submitted by the Member in good standing which either
states the specific vote of the Member with respect to the issues, resolutions and/or elections
being voted on by the Members at the annual or special meeting or which is written permission
for the Board of Directors or a specific Director to exercise the Member.s vote(s) as the Board of
Directors or the specific Director sees fit. To be valid, proxies must be duly executed by the
Member or the appropriate person whose name appears on a certificate on file with the
Community Association and must be received by the secretary no later than fifteen (15) minutes
prior to the meeting for which the proxy is specified to be effective.
SECTION 5.05. Quorum. Except as otherwise provided in these By-Laws, the presence, either in
person or by proxy, of ten (10%) percent of Members at the beginning of any annual or special
meeting shall constitute a quorum. If any meeting of Members cannot be organized because a
quorum has not attended, the Members present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, to a time not less than forty-eight (48)
hours from the time the original meeting was called until a quorum as aforesaid shall be present
or represented.
Article VI Meetings of Members
SECTION 6.01. Place of Annual and Special Meetings. All annual and special meetings of the
Community Association shall be held at the principal office of the Community Association or at
another suitable and convenient place permitted by law and fixed by the Board of Directors from
time to time and designated in the notices of the meetings.
SECTION 6.02. Date of Annual Meetings. Annual meetings of the Members shall be held in
April of each year or at the time set by the Board of Directors; provided that there shall be at
least one (1) annual meeting of the Association within each fifteen (15) month period. At each
annual meeting, the Directors whose terms have expired shall be re-elected by the Members
present at the meeting, either in person or by proxy, and entitled to vote, in accordance with the
provisions of Article VII of these By-Laws. The Members may also transact any other business
which may properly come before the meeting including, but not limited to, the revision or
replacement of the By-Laws.
SECTION 6.03. Notice of Annual Meetings. The Secretary shall mail notices of each annual
meeting of the Community Association to each Member directed to their last known post office
addresses, as shown on the records of the Community Association, by regular mail, postage
prepaid or by Email. This notice shall be mailed not less than ten (10) nor more than sixty (60)
days before the date of the meeting and shall state the date, time and place of the meeting, the
purpose or purposes thereof and the items on the agenda, including the general nature of any
proposed amendment to the Declaration or these By-laws. In lieu of mailing or Emailing notice
as herein provided, notice may be delivered by hand to the Members or left at their residence in
their absence.
SECTION 6.04. Special Meeting. It shall be the duty of the President to call a special meeting of
the Members in the following situations: (a) for the purpose of holding elections of Directors
pursuant to the terms of the Declaration; (b) whenever he/she is directed to do so by resolution of
the Board of Directors; or (c) upon presentation of a petition to the Secretary, stating the specific
purpose or purposes of a special meeting, signed by thirty (30%) percent of the Members in good
standing entitled to vote at the meeting.
SECTION 6.05. Notice of Special Meetings. The Secretary shall mail or deliver notice of the
special meeting to each Member in the manner provided in Section 6.03 of these By-Laws. The
notice shall state the same items required by Section 6.03 of these By-Laws for notices of annual
meetings. No business shall be transacted at any special meeting except as stated in the notice
thereof unless by consent of two-thirds (2/3) of the Members present at the special meeting, either in person or by proxy. Members not in good standing shall not be permitted to vote
SECTION 6.06. Order of Business. The order of business at all meetings of the Members shall
be as follows:
(a) Roll call;
(b) Proof of notice of meeting or waiver of notice;
(c) Approval of the minutes of the preceding meeting;
(d) Reports of officers and committees;
(e) Election of Directors, if applicable;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
SECTION 6.07. Voting. The voting rights of the Members shall be non-cumulative, with a
member of a Lot or Living Unit in good standing having one (1) vote for each owned Lot or
Living Unit. A Lot or Living Unit with multiple owners shall only vote one (1) vote.
SECTION 6.08. Action without a Meeting. Any action which may be taken by the vote of
members at a regular or special meeting, except the election of Board members, may be taken
without a meeting if done in compliance with the Pennsylvania Nonprofit Corporation Law
which requires a written consent to action to be signed unanimously by all members in good
standing approving the action(s) stated in the consent.
Article VII Board of Directors
SECTION 7.01. Number of Directors. The affairs of the Community Association shall be
governed by a Board of Directors consisting of five (5) Directors. The Board of Directors shall
be comprised of five (5) Directors who shall be Owners of Lots, elected by the Members present,
either in person or by proxy, at a special or annual meeting of the Community Association. Each
Director shall be an Owner of a Lot, or in the case of a corporate or partnership Owner, a duly
authorized agent or representative of the corporate or partnership Owner. The corporate or
partnership Owner shall be designated as the Director in all correspondence or other
documentation setting forth the names of the Directors. In any election of Directors, the
nominees receiving the highest number of votes, either in person or by proxy at any special or
annual meeting, shall be the Owners elected to the Board of Directors. The Directors shall be
members or spouses of members. No person and his or her spouse may serve on the Board at the
same time.
SECTION 7.02. Term of Directors and Compensation. The Owners who are elected to be
Directors shall all serve two (2) year terms with two (2) Directors being reelected or replaced in
one year and three (3) Directors being reelected or replaced in the next year. Each Director shall
continue to hold office until his successor is elected. The Directors shall serve without
compensation.
SECTION 7.03. Nominations to Board of Directors. Except as provided for in Section 7.01,
Owners may be nominated for election to the Board of Directors in one of the following ways:
(a) A Director shall be deemed to have been nominated for re-election to the position he
holds by signifying his intention to seek re-election in a writing addressed to the Board of
Directors.
(b) An Owner who is not a Director and who desires to run for election to that position shall
be deemed to have been nominated for election upon his filing with the Board of Directors a
written notice of his intention to run for a position as a Director bearing his genuine signature.
SECTION 7.04. Vacancy on Board of Directors. If the office of any Director shall become
vacant by reason of his death, resignation, retirement, disqualification, removal from office or
otherwise, the remaining Directors, at a special meeting duly called for this purpose, shall choose
a successor who shall serve for the unexpired term of the Director he/she is replacing. In the
event that there shall be a deadlock in the voting for a successor by the remaining Directors, the
three (3) Directors with the longest continuous terms on the Board shall select a successor. At the
expiration of the term of this position on the Board of Directors, the replacement Director shall
be re-elected or his successor shall be elected in accordance with Section 7.01 of these By-Laws.
SECTION 7.05. Removal of Directors. Directors may be removed, with or without cause, by a
majority vote of the Members at any special meeting of the Members of which notice has been
properly given as provided in these By-Laws; provided the same notice of this special meeting
has also been given to the entire Board of Directors, including any individual Director whose
removal is to be considered at this special meeting.
SECTION 7.06. Organizational Meeting of the Board of Directors. No later than twenty (20)
days following each annual meeting of the Community Association, the Board of Directors shall
hold a regular meeting for the purposes of organization, election of officers and transaction of
other business. Notice of this meeting shall be given to all Directors in accordance with Section
7.08 of these By-Laws, except for the meeting following the First Election Meeting which shall
be called by the Director receiving the highest number of votes.
SECTION 7.07. Place of Meetings. All meetings of the Board of Directors shall be held at the
principal office of the Community Association or at any other place or places designated at any
time by resolution of the Board of Directors or by written consent of a majority of the Directors.
SECTION 7.08. Regular Board of Directors Meetings. Regular meetings of the Board of
Directors shall be called by the President of the Community Association and may be held at any
time and place permitted by law and determined by the Board of Directors. However, at least
Four (4) meetings shall be held during each fiscal year at least one (1) meeting per quarter. Notice
of regular meetings of the Board of Directors shall be given to each Director personally, by
telegram, by Email, telephone or by United States mail, with postage prepaid, directed to him at
his last known post office address, as the same appears on the records of the Community
Association, at least five (5) but not more than thirty (30) days before the date of the meeting.
This notice shall state the date, time, place and purpose(s) of the meeting.
SECTION 7.09. Special Board of Directors Meetings. Special meetings of the Board of Directors
may be called by the President of the Community Association with three (3) days written notice
to each Director, given in the same manner as provided in Section 7.08 of these By Laws.
Special meetings of the Board of Directors shall be called by the President or the Secretary of the
Association in like manner upon the written request of any three (3) Directors.
SECTION 7.10. Waiver of Notice. Before any meeting of the Board of Directors, whether
regular or special, any Director may, in writing, waive notice of this meeting; this waiver shall be
deemed equivalent to giving the required notice. All written waivers shall be filed in the Minute
Book of the Community Association or made a part of the minutes of the meeting. Attendance
by a Director at any meeting of the Board of Directors shall likewise constitute a waiver by him
of the required notice. If all Directors are present at any meeting of the Board of Directors, no
notice of the meeting shall be required and any business may be transacted at the meeting except
as prohibited by law or these By-Laws.
SECTION 7.11. Quorum. At all duly convened meetings of the Board of Directors, a majority of
the Directors shall constitute a quorum for the transaction of business, except as otherwise
expressly provided in these By-Laws or by law. The acts of a majority of the Directors present at
the meeting at which a quorum is present shall be the acts of the Board of Directors. If at any
meeting of the Board of Directors there shall be less than a quorum present, the Director or
Directors present may adjourn the meeting from time to time and, at the adjourned meeting at
which a quorum is present, any business which might have been transacted at the meeting as
originally called may be transacted without further notice to any Director.
SECTION 7.12. Consent in Writing. Any action by the Board of Directors may be taken without
a meeting if all of the Directors shall individually or collectively consent in writing to the action.
This written consent shall be filed in the Minute Book. Any action taken upon this written
consent shall have the same force and effect as a unanimous vote of the Directors.
SECTION 7.13. Records. The Board of Directors shall cause a complete record of all of its acts
and the corporate affairs of the Association to be kept and to present a general report thereof to
the Members at the annual meetings of the Community Association or at any special meeting
where a general report is requested in writing by one-fourth (1/4) of the Members entitled to
vote.
SECTION 7.14. Powers and Duties. The Board of Directors shall have and exercise all lawful
powers and duties necessary for the proper conduct and administration of the affairs of the
Community Association and the operation, maintenance and repair of the Community Facilities,
and may do or cause to be done all other lawful acts and things as are now by law, these By-
Laws or the Declaration directed or required to be done by the Community Association. In the
performance of its duties as the administering body of the Community Association, in addition to
those powers and duties set forth in the Declaration or given by law, the Board of Directors shall
have the powers and duties, including, but not limited to, the following:
(a) The duty of each Director individually and the Board of Directors collectively to
perform the duties of the Board in good faith, as a fiduciary of the Association, in
a manner which the Director believes to be in the best interests of the Association
and to perform these duties with the care of a person of ordinary prudence under
similar circumstances, including, but not limited to, reasonable inquiry, skill and
diligence.
(b) The duty to provide for the operation, administration, maintenance, renewal,
replacement, care, repair, management, upkeep and insurance of the Community
Facilities and all property, real or personal, of the Community Association as well
as certain aspects of the Community Facilities and the Lots as provided in the
Declaration;
(c) The duty, consistent with law, to determine the Common Expenses, and assess the
same against the Owners in accordance with the provisions of the Declaration and
these By-Laws;
(d) The duty to levy and collect, in addition to regular Dues and Assessments for
Common Expenses and special Assessments in amounts which the Board of
Directors deems proper, whenever the Board of Directors is of the opinion it is
necessary to do so in order to meet increased operating or maintenance costs, or
additional capital expenses or because of emergencies.
(e) The duty to use and expend any sums collected from regular and special
Assessments for the operation, administration, management, maintenance,
renewal, care, upkeep, repair, replacement and insurance of the Community
Facilities.
(f) The duty to use and expend Assessments collected from the Owners for the
provision of maintenance, repair and replacement of the areas of the community
for which it is responsible.
(g) The Board of Directors shall maintain a reserve fund adequate for the periodic
maintenance, repair and replacement of the Community Facilities. The reserve
fund shall be maintained out of regular Assessments for Common Expenses.
(h) The duty to use any non-refundable contributions of Owners who have purchased
Lots as reserves of the Association to offset operating expenses deficits, and the
duty to use any surplus as revenues or for those purposes which the Board of
Directors may deem reasonable and necessary pursuant to its powers under the
Declaration and these By-Laws.
(i) The duty to maintain blanket fidelity bonds for all Directors, officers and
employees of the Community Association and all other persons who handle or are
responsible for funds of or administered by the Community Association. The total
amount of fidelity bond coverage shall be in an amount, as determined by the best
business judgment of the Board of Directors, adequate to protect the Community
Association but not less than the estimated maximum of funds, including reserve
funds, in the custody of the Community Association or the management agent
employed by the Community Association, as the case may be, at any given time
during the term of each bond. However, in no event may the aggregate amount of
these bonds be less than a sum equal to three months aggregate Assessments of
the Community Association on all Lots plus the reserve funds of the Community
Association. These fidelity bonds shall name the Community Association as an
obligee, contain waivers by the issuers of all defenses based upon the exclusion of
persons serving without compensation from the definition of “employees”, or
similar terms or expressions and provide that they may not be cancelled or
substantially modified (including cancellation for non-payment of premium)
without at least ten (10) days prior written notice to the Community Association,
to any insurance trustee and to any servicer on behalf of the Federal National
Mortgage Association. The premiums for these fidelity bonds shall be paid by the
Community Association as part of the Common Expenses.
(j) The duty to pay all taxes and assessments levied or assessed against any property
that may be owned by the Community Association, exclusive of any taxes or
assessments levied against any Owner or otherwise properly chargeable to the
Owner.
(k) The power to employ and dismiss personnel of the Community Association,
including, but not limited to a paid manager or management company, and to
purchase or arrange for those services, machinery, equipment, tools, materials and
supplies as, in the opinion of the Board of Directors, may from time to time be
necessary for the proper operation and maintenance of the Community Facilities.
(1) The Board of Directors may enter into a contract for professional management of
the Property and the Community Association at a price and upon the terms
determined by the Board of Directors, to perform those duties and services which
the Board of Directors may lawfully delegate. However, any management
contract shall not be for a term in excess of two (2) years and shall provide for
termination by either party with or without cause on ninety (90) days written
notice thereof to the other.
(m) The duty to collect delinquent Assessments and other charges made by the
Community Association through the Board of Directors against any Lots and the
Owner thereof, together with the costs and expenses incurred in connection
therewith, including, but not limited to, actual court costs and actual attorneys.
fees, whether by suit or otherwise, to abate nuisance and enforce the terms of the
Declaration and the observance of the rules and regulations relating to the
Property, by injunction or other legal action or means which the Board of
Directors may deem necessary or appropriate.
(n) The power to employ or retain and receive advice from professional counsel and
consultants, including, but not limited to, landscape architects, recreation experts,
architects, engineers, planners, biologists, lawyers and accountants, which the
Board of Directors may deem necessary for any proper purposes of the
Community Association, and to fix the compensation for professional advice or
services, including, but not limited to, those hereinbefore or hereinafter referred to
in these By-Laws. The Board of Directors shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by any of the following:
(i) one or more officers or employees of the Association whom the Board
reasonably believes to be reliable and competent in the matter presented; (ii)
counsel, public accountants or other persons as to the matters which the Board
reasonably believes to be within the professional or expert competence of this
person; and (iii) a committee of the Board duly designated in accordance with
law, as to matters within its designated authority, which committee the Board
reasonably believes to merit confidence. The Board shall not be considered to be
acting in good faith if it or any Director has actual verifiable, knowledge
concerning the matter in question that would cause this reliance to be
unwarranted.
(o) The duty to cause operating, escrow and other accounts, if any, to be established
and opened from time to time by the Board of Directors when deemed appropriate
and when consistent with generally accepted accounting practices.
(p) The duty to adopt a budget for each fiscal year which shall contain estimates of
the costs and expenses of the Community Association, including, but not limited
to, the following items:
(i) Common Expenses which shall include, without limiting
the generality of the foregoing, the estimated amounts necessary for
maintenance and operation of the Community Facilities and any and all
other expenses related to the operations thereof, including, but not limited
to, common utility services, casualty and liability insurance, professional
management expenses, administrative and office expenses, reserves and
the costs associated with the administration of the Community
Association;
(ii) Reasonable amounts to be credited, allocated or
accumulated for reserves for replacements of those Community Facilities
which require replacement, renovation or rehabilitation periodically; and
(iii) Proposed dues, fees and Assessments against each Lot for the
fiscal year.
Copies of the proposed budget and proposed Assessments shall be distributed to all
Members at least thirty (30) days prior to the beginning of each fiscal year and shall be available
to all Members for inspection during regular business hours at the Community Association.s
office. If the budget is subsequently amended before the Assessments are made, a copy of the
amended budget shall also be distributed and made available for inspection. Subject to the
provisions of Section 7.14(d), nothing herein contained shall be construed as restricting the right
of the Board of Directors, at any time and in its sole discretion, to levy a special Assessment in
the event that the budget as originally adopted shall appear to be insufficient to pay the costs of
the operation or management of the Property or in the event of emergencies.
(q) The duty to cause a complete audit of the books and accounts of the Community
Association to be made by a competent independent public accountant, chosen by
the vote of a majority of the Directors at a meeting at which a quorum is present,
at the end of each third fiscal year, and at any other time or times deemed
necessary by a majority of the Directors at a meeting at which a quorum is
present.
(r) The duty to maintain accounting records in accordance with generally accepted
account principles.
(s) The power to make and enforce compliance with any reasonable rules and
regulations relative to the operation, use and occupancy of the Property,
including, but not limited to, penalties and fines to be levied for violations of
these By-Laws, the Declaration and any rules and regulations which the Board of
Directors shall adopt, and to amend the same from time to time as and when
approved by appropriate resolutions which shall be binding on the Owners,
tenants and occupants of Lots, their successors in title and assigns. A copy of
these rules and regulations and copies of any amendments thereto shall be
delivered or mailed to each Owner and any tenant or occupant of a Lot promptly
upon the adoption thereof.
(t) The duty to keep the Community Facilities, fixtures, equipment and personal
property owned by the Community Association, as provided in the Declaration,
for the benefit and protection of the Community Association and the Owners. The
Board of Directors shall have the power to name as an insured, on behalf of the
Community Association, the Community Association.s authorized representative,
including any trustee with whom the Community Association may enter into any
insurance trust agreement or any successor to this trustee (each of whom shall be
referred to herein as the “Insurance Trustee”), who shall be given exclusive
authority to negotiate losses under any policy providing property or liability
insurance. The Community Association, by its Board of Directors, shall be
required to receive, hold or otherwise properly dispose of any proceeds of
insurance in accordance with the Declaration. The Community Association, or
any Insurance Trustee or substitute Insurance Trustee designated by the
Community Association, shall have the power to act as attorney-in-fact for the
purpose of purchasing and maintaining this insurance; these powers shall include
the collection and appropriate disposition of the proceeds of this insurance policy,
the negotiation of losses and execution of releases of liability, the execution of all
documents, and the performance of all other acts necessary to accomplish these
purposes.
(u) The duty to establish depositories for the funds of the Community Association
with the bank or banks as shall be designated from time to time by the Board of
Directors and in which monies of the Community Association shall be deposited.
Withdrawal of monies shall be only by check signed by those persons who are
authorized by the Board of Directors to sign checks on behalf of the Community
Association. The Board of Directors shall have the power to invest monies of the
Community Association in any investments which the Board of Directors deems
to be reasonably prudent.
(v) The power to borrow and repay monies and give notes, mortgages or other
security upon the term or terms which are deemed necessary by the Board of
Directors with the approval of at least sixty- seven (67%) percent of the Members
entitled to vote at a meeting of the Members at which a quorum is present.
(w) The power to sell, transfer or otherwise convey real and personal property owned
by the Community Association by deed or bill of sale executed by the appropriate
officers of the Community Association, with the approval of at least sixty-seven
(67%) percent of the Members entitled to vote; provided that the Board of
Directors may sell any Lot it purchases at sheriff.s sale pursuant to the
Declaration without the approval of the Members.
(x) The power to acquire by purchase, annexation, or lease real property, if, at any
time in the future, the Board of Directors deems it to be proper and not
inconsistent with the terms hereof to do so, with the approval of at least sixty-
seven (67%) percent of the Members entitled to vote; provided that the Board of
Directors may purchase a Lot at sheriff.s sale pursuant to the Declaration without
the approval of the Members.
(y) The power to acquire by purchase, gift, bequest, devise, sale or lease additional
real or personal property upon the term or terms which the Board of Directors
deems necessary and proper, with the approval of at least sixty-seven (67%)
percent of the Members entitled to vote.
(z) The power to take all steps necessary to effectuate any merger of the Community
Association with any other association if approved by the vote of at least sixty-
seven (67%) percent of the Members and sixty-seven (67%) percent of the
members of the other association entitled to vote.
(aa) The power to do all things incidental and necessary to the accomplishment of the
above.
(bb) In the event of a taking in condemnation of Community Facilities or any portion
thereof, the duty to use the award payable to the Community Association for the
taking to defray costs and expenses of the operation, maintenance and
replacement of Community Facilities.
The duties and powers imposed on the Board of Directors by this Section 7.14 shall not
be amended so as to reduce or eliminate any duties or powers of the Board of Directors without
the affirmative vote of at least eighty (80%) percent of all Members entitled to vote.
SECTION 7.15. Conduct of Meetings. The President shall preside over all meetings of the Board
of Directors, and the Secretary shall keep a minute book of the Board of Directors, recording all
resolutions adopted by the Board of Directors and a record of all other transactions and
proceedings occurring at all meetings.
SECTION 7.16. Open Meetings. All meetings of the Board shall be open to all members in good
standing, but members other than Directors may not participate in any discussion or deliberation
unless expressly authorized by a majority of a quorum of the Board.
SECTION 7.17. Executive Session. The Board may, with approval of a majority of a quorum,
adjourn a meeting and reconvene in executive session to discuss and vote upon personnel
matters, litigation in which the Association is or may become involved, and other orders of
business of a similar nature. The general nature of any and all business to be considered in
executive session shall first be announced in open session.
Article VIII Officers
SECTION 8.01. Officers. The officers of the Community Association shall be a President, Vice-
President, Secretary and Treasurer. The Secretary may be eligible to hold the office of Treasurer.
All officers shall be elected by the Directors by and from the Directors validly elected to office
by the Members.
SECTION 8.02. Election. The officers of the Community Association shall be elected annually
by the Board of Directors at the organizational meeting held pursuant to Section 7.06 of these
By-Laws and shall hold office until their successors are elected or appointed by the Board of
Directors; provided that each officer shall hold office at the pleasure of the Board of Directors
and may be removed, either with or without cause, and his successor elected by the affirmative
vote of a majority of the Directors at any annual or special meeting of the Board of Directors
called for that purpose. The Board of Directors may, from time to time, appoint other officers
which, in its judgment, are necessary. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or Secretary of the Community Association.
Any resignation shall take effect as of the date of the receipt of this notice or any later time
specified therein; unless specified therein, the acceptance of this written resignation shall not be
necessary to make it effective.
SECTION 8.03. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for
regular appointments to that office.
SECTION 8.04. President. The President shall be the chief executive officer of the Community
Association and shall preside at all meetings of the Community Association and the Board of
Directors. He/she shall have the general powers and duties usually vested in the office of the
President of the Community Association, including, but not limited to, the power to appoint ad
hoc committees from among the Members, from time to time, as he/she may deem appropriate to
assist in the conduct of the affairs of the Community Association. The President shall be an ex-
officio member of all standing committees, if any. He shall execute deeds, contracts and other
instruments, in the name and on behalf of the Community Association and under its corporate
seal when a seal is required, except when these documents are required or permitted by law to be
otherwise executed, and except when the signing and execution thereof shall be delegated by
resolution by the Board of Directors to another officer or agent of the Community Association.
SECTION 8.05. Vice-President. The Vice President shall take the place of the President and
perform his duties whenever the President shall be absent or unable to act. If neither the
President nor the Vice-President is able to act, the Board of Directors shall appoint some other
Director by resolution to do so on an interim basis. The Vice- President shall also perform any
other duties which shall be imposed upon him from time to time by the Board of Directors or
these By-Laws.
SECTION 8.06. Secretary. The Secretary shall attend all meetings of the Board of Directors and
all meetings of the Members and record all votes and the minutes of all meetings and
proceedings, including resolutions, in the Minute Book. He shall perform the same duties for any
committees when required. He shall have charge of the Minute Book, the records of the
Association and any papers which the Board of Directors shall direct him to keep, shall perform
all duties incident to the office of Secretary, including, but not limited to, the sending of notice of
meetings to the Members, the Directors and members of any committees, and shall perform any
other duties which may be prescribed by these By-Laws or by the Board of Directors or the
President. He shall also have custody of the corporate seal and shall affix the same to any
instrument requiring it when authorized by the Board of Directors and shall attest the same when
appropriate. The Secretary shall keep, or cause to be kept, at the principal office of the
Community Association, a membership register showing the following: (a) the names and
addresses of all Directors; (b) the names and address of all Members; (c) the Lot as to which
each membership relates; and (d) the number of memberships held by each Member.
SECTION 8.07. Treasurer. The Treasurer shall have the responsibility for the Community
Association.s funds and securities, shall keep or shall cause to be kept full and accurate accounts
of receipts and disbursements in books belonging to the Community Association, and shall
deposit all monies, checks and other valuable effects in the name of and to the credit of the
Community Association in those depositories which may from time to time be designated by the
Board of Directors. He shall disburse the funds of the Community Association, as may be
ordered from time to time by the Board of Directors or by the President, and shall render to the
President and the Directors at the regular meetings of the Board of Directors, or whenever they
or either of them shall require, an account of his transactions as Treasurer and of the financial
condition of the Community Association. Nothing shall prohibit the functions of the Treasurer to
be delegated to a management firm, manager or agent of the Community Association provided
this delegation is approved by resolution of the Board of Directors. The delegation of the duties
of the Treasurer shall not relieve the Treasurer from any responsibilities related to overseeing
and reviewing any duties performed by the agent.
SECTION 8.08. Compensation. The officers of the Community Association shall serve without
compensation except that they be entitled to reimbursement for all expenses reasonably incurred
in the discharge of their duties.
Article IX Committees
SECTION 9.01. Committees. The Board of Directors shall have the right to create and terminate
any committees from time to time as the Board of Directors shall deem appropriate and to
delegate to those committees various duties and powers subject to the ultimate responsibility and
authority of the Board of Directors. Unless otherwise provided herein, each committee formed
by the Board of Directors shall consist of a chairman and two (2) or more members, one (1) of
whom shall also be a Director, in addition to the President as ex-officio member, for contact with
the Board of Directors. Other than ad hoc committees formed by the Board of Directors for
limited purposes and to serve for limited periods of time, the committees shall be appointed by
the Board of Directors within forty-five (45) days after each annual meeting to serve for a term
of one (1) year or until new members are appointed. Appointments of all committees and their
members shall be announced by publication to the Members. All members of any committee
shall be Owners.
SECTION 9.02. Architectural Review Committee. An Architectural Review Committee (the
“Committee”) may be established by resolution of the Board of Directors or at any annual or
special meeting of the Members. In the event that the Committee denies an Owner.s request to
perform an architectural change, the Owner may appeal the decision within twenty (20) days
from the date of the decision by the Committee to the Board of Directors or a committee
designated by the Board of Directors to hear these appeals. Only Members shall be members of
the Committee.
Article X Association Books and Records
SECTION 10.01. Association Books and Records. The Board of Directors shall make available
to the Members current copies of the Declaration, these By-Laws, any rules and regulations and
the books, records and financial statements of the Community Association. For purposes of this
paragraph, “available” shall mean available for inspection, upon request after having made an
appointment at least twenty-four (24) hours in advance, during normal business hours at the
office of the Community Association or the office of the manager of the Community
Association.
Article XI Obsolescence
SECTION 11.01. Obsolescence. In the event that the Board of Directors shall determine that any
Community Facilities or any other real or personal property of the Community Association are
obsolete, the Board of Directors may call for a vote by the Members to determine whether or not
the property should be demolished and/or replaced. In the event eighty (80%) percent of the
Members entitled to vote shall determine that the property should be demolished and/or replaced,
the costs thereof shall be assessed equally against all of the Members.
Article XII Dissolution and Termination
SECTION 12.01. Distribution of Assets Upon Dissolution and Termination of the Association.
Upon dissolution of the Association and termination of the Declaration, as provided in the
Declaration, the real and personal property of the Association shall become the assets of the
Members, who are Members at the time of the dissolution, as tenants-in-common.
Article XIII Indemnification
SECTION 13.01. Third Party Indemnification. The Community Association shall have power to
indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a representative of the Community
Association, or is or was serving at the request of the Community Association directly or as
representative of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including actual attorneys. fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him or her in connection with the action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Community Association, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
SECTION 13.02. Derivative Action Indemnification. The Community Association shall have
power to indemnify any person who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Community Association
to procure a judgment in its favor by reason of the fact that he or she is or was a representative of
the Community Association or is or was serving at the request of the Community Association
directly or as a representative of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including actual attorneys. fees), actually and reasonably incurred
by him or her in connection with the defense or settlement of the action or suit if he or she acted
in good faith. and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Community Association. No indemnification shall be made in respect of any
claim, issue or matter, however, as to which a person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the Community Association
unless and only to the extent that the court in which the action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses
which the court shall deem proper.
SECTION 13.03. Mandatory Indemnification. To the extent that a representative of this
Community Association has been successful on the merits or otherwise in defense of any action,
suit or proceeding or in defense of any other claim, issue or matter in the action, he or she shall
be indemnified against expenses (including attorneys. fees) actually and reasonably incurred by
him or her in connection with the action.
SECTION 13.04. Standard of Care and Justifiable Reliance.
(1) Director as Fiduciary. A Director of the Community Association shall stand in a fiduciary
relation to the Community Association and shall perform his or her duties as a Director,
including his or her duties as a member of any committee of the Board upon which he or she
may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of
the Community Association, and with the care, including reasonable inquiry, skill and diligence
as a person of ordinary prudence would use under similar circumstances. In performing his or her
duties, a Director shall be entitled to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial data, in each case prepared or
presented by any of the following:
(a) one or more officers or employees of the Community Association whom the
Director reasonably believes to be reliable and competent in the matters presented;
(b) counsel, public accountants or other persons as to matters which the Director
reasonably believes to be within the professional or expert competence of that .person
(c) a committee of the Board, upon which be or she does not serve, duly designated
in accordance with law, as to matters within its designated authority, which committee
the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if he or she has knowledge
concerning the matter in question that would cause his or her reliance to be unwarranted.
(2) Consideration of Factors. In discharging the duties of their respective positions, the Board
of Directors, committees of the Board and individual Directors may, in considering the best
interests of the Community Association, consider the effects of any action upon employees, upon
suppliers and customers of the Community Association and upon communities in which offices
or other establishments of the Community Association are located, and all other pertinent factors.
The consideration of those factors shall not constitute a violation of fiduciary duty.
(3) Presumption. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a Director or any failure to take any action shall be presumed to be in the best interests
of the Community Association.
SECTION 13.05. Personal Liability of Directors.
(1) General Rule. The Directors of the Community Association shall not be personally liable
for monetary damages as Directors for any action taken, or any failure to take any action, unless:
(a) the Director has breached or failed to perform the duties of his or her office stated
above; and
(b) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.
(2) Exception. The provisions of this Article shall not apply to:
(a) the responsibility or liability of a Director pursuant to any criminal statute; or
(b) the liability of a Director for the payment of taxes pursuant to Local, State, or
Federal law.
SECTION 13.06. Procedure for Effecting Indemnification. Unless ordered by a court, any
indemnification under this Article shall be made by the Community Association only as
authorized in the specific case upon a determination that indemnification of the representative is
proper in the circumstances because he or she has met the applicable standard of conduct set
forth above. That determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting of Directors who
were not parties to the action, suit or proceeding;
(2) if a quorum is not obtainable, or, even if obtainable, when „a majority vote of a quorum
of disinterested Directors so directs, by independent legal counsel in a written opinion; or
(3) by the Members of this Community Association.
SECTION 13.07. Non-exclusivity and Supplementary Coverage.
(1) General Rule. The indemnification and advancement of expenses provided above, or by
any other provisions of law providing for indemnification or advancement of expenses applicable
to any nonprofit corporation, shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement vote of members or Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding that office. The Community
Association may create a fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its indemnification obligations, whether
arising under or pursuant to this section or otherwise.
(2) When Indemnification is not to be Made. Indemnification shall not be made in any case
where the act or failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
(3) Grounds. Indemnification under any bylaw, agreement, vote of members or Directors or
otherwise, may be granted for any action taken or any failure to take any action and may be
made whether or not the Community Association would have the power to indemnify the person
under any other provision or law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed action by or in
the right of the Community Association.
SECTION 13.08. Payment of Expenses. Expenses incurred by an Officer, Director, employee or
agent in defending a civil or criminal action, suit or proceeding may be paid by the Community
Association in advance of the final disposition of the action, suit or proceeding upon the receipt
of a written obligation satisfactory to the Board by or on behalf of that person to repay these
amounts if it shall ultimately be determined that he or she is not entitled to be indemnified by the
Community Association.
SECTION 13.09. Rights to Indemnification. The indemnification and advancement of expenses
provided by or granted pursuant to this Article shall continue as to a person who has ceased to be
a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of that person.
SECTION 13.10. Power to Purchase Insurance. The Community Association shall have power to
purchase and maintain insurance on behalf of any person who is or was a representative of the
Community Association, or is or was serving at the request of the Community Association
directly or as a representative of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred that capacity, or arising
out of that status, whether or not the Community Association would have the power to indemnify
him or her against that liability.
Article XIV Miscellaneous
SECTION 14.01. Fiscal Year. The fiscal year of the Association shall be the calendar year unless
the Board of Directors shall determine otherwise.
SECTION 14.02. Amendments to By-Laws. These By-Laws may be amended from time to time
by the affirmative vote, in person or by proxy, of at least fifty-one (51%) percent of Members
entitled to vote at any annual or special meeting of the Members at which a quorum is present.
SECTION 14.03. Inspection of By-Laws. The Community Association shall keep in its principal
office the original or a copy of these By-Laws, as amended or otherwise altered to date, certified
by the Secretary, which shall be open to inspection by the Members during normal business
hours.
SECTION 14.04. Membership Minutes. The membership register and the Minute Book shall be
open to inspection upon demand of any Member during the normal business hours of the
Community Association, for a purpose reasonably related to his interest as a Member.
SECTION 14.05. Construction. Number and gender as used in these By-Laws shall extend to
and include both singular and plural and all genders as the context and construction require.
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