Hideout Bylaws
The Hideout POA Bylaws
Approved December 29, 1979
with revisions through March 2004
ARTICLE 1 Name and Address
ARTICLE II Definitions
ARTICLE III Purposes
ARTICLE IV Association
Membership
ARTICLE V Membership Fees & Assessments
ARTICLE VI Evidence of Membership and Transfer
ARTICLE VII Meeting of Members
ARTICLE VIII Association Records, Inspection
ARTICLE IX Financial Management
ARTICLE XII Rules and Regulations
ARTICLE XV Amendment 1 MEMBERSHIP IN COOPERATIVE.
ARTICLE 1
Name and Address
Section 1. Name
The name of the corporation is “The Association of Property Owners
of The Hideout, Inc.” a Pennsyl
ania Non-Profit Corporation.
Section 2. Location of Offices
The location of the registered office of the Corporation is as stated
in the Articles of Incorporation. The principal place of business is
located at P.O.Box 6, RFD#1, Lake Ariel, Wayne County, Pennsylvania,
18436.
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ARTICLE II
Definitions
The following terms as used in these Bylaws are defined as follows:
a) “Association” means The Association of Property Owners
of The Hideout, Inc., a Pennsylvania not-for-profit corporation.
b) The “Board of Directors” or “Board” is the group
of persons vested with the management of the business and affairs of
the Association as is more fully set forth in these Bylaws, as amended
December 29, 1979.
c) “Bylaws” means the written code or codes of rules for the
regulation or management of the business and affairs of the Association
as adopted from time to time, as amended December 29, 1979.
d) “Common Areas” means all property included, from time to
time, within the definition of “Common Areas” set forth in
the Declaration.
e) “Declaration” means the Declaration of Protective Covenants
of the Developer dated as of May 11, 1970, as the same may be supplemented
or amended from time to time.
f) “Policy” refers to the written regulations or course of
conduct adopted and followed by the Board of Directors in the governing
and operation of The Hideout.
g) “Developer” means Boise Cascade Recreation Communities
and its successors and assigns.
h) “Development” means all of the real property known as The
Hideout, a subdivision, situated in the Townships of Lake and Salem,
Wayne County, Pennsylvania, as the same is referred to in the Declaration
of Protective Covenants, which is duly recorded in the Recorder of Deeds
Office in and for Wayne County, Pennsylvania.
i) “Lot” means any lot in the Development included from time
to time within the definition of “Residential Lot” set forth
in the Declaration.
j) “Owner” means:
i) Any natural person, firm, corporation, trust or other entity who
holds fee title to a lot or an undivided interest in fee title to a
lot.
ii) Any person who has contracted to purchase fee title to a lot or
an undivided interest in fee title to a lot under written agreement,
in which case the seller under said agreement shall cease to be the
“Owner” while said agreement is in effect; or
iii) Any lessee of a lot under a recorded lease from the owner of fee
title to said lot for a term of not less than fifty (50) years, in which
case the lessor under said lease shall cease to be the “Owner”
while said lease is in effect.
k) “Member” means those persons having membership rights in
the Association in accordance with the provisions of these Bylaws.
l) “Tenant” means a person or persons entering into a lease
of a private home of a member.
One couple and dependents, OR not more than three unrelated adults,
are considered “renters” for amenity use purposes. All others
are considered “guests of renters”.
m) “Single Family Dwelling” means a residential dwelling for
one or more persons each related to the other by blood, marriage or
legal adoption, or a group of not more than three (3) persons not so
related, together with his or her domestic servants, maintaining a common
household in such dwelling.
n) “Guest” means all spouses, dependent children and legal
dependents of Class B & C Associate Members; invitees of: (a) Members,
(b) Class A Associate Members and (c) Tenants.
The use of any particular genders herein shall be deemed to include
all genders. As amended October 6, 1991.
o)"Member in Good Standing"means a member who has not defaulted
on any financial obligations to the Association for all lots owned and
has not breached any other obligations under the community legal documents.
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ARTICLE III
Purposes
Section 1
This Corporation shall have the purposes or powers as may be stated
in its Articles of Incorporation, and such powers as are now, or may
be granted hereafter by the Non-Profit Corporation Law of 1972 of the
Commonwealth of Pennsylvania, or any successor legislation. The primary
purposes of this Corporation are:
a) To assist in the establishment and promotion of a planned unit residential
development designed for healthful and harmonious living.
b) To promote, assist, and encourage the collective interest of all
members in the Development.
c) To promote and assist in the establishment, care and maintenance
of improvements to the common property and any facilities of any kind
dedicated to the use and enjoyment of the Development which now exists
or which may hereafter be installed or constructed.
d) To regulate the use, maintenance, repair, restoration, replacement
and modification of common property in the Development.
e) To assist and cooperate with the members of all lots, improved and
unimproved, for the purpose of promoting and maintaining the natural
beauty of the physical environment in the Development so that the value
of property will not be impaired or adversely affected by nuisances
or other property conditions detrimental to the health and welfare of
the members, and to take
such action as may be desirable and necessary to prevent or abate such
conditions as may be consistent with the Bylaws, the Declaration of
Protective Covenants, and the applicable law.
f) To aid and cooperate with members of the Association in the Development,
in the enforcement of such conditions, covenants, and restrictions on
and appurtenant to their property as are now in existence, as well as
any other conditions, and restrictions as shall hereafter may be approved
and adopted.
g) To exercise any and all rights, privileges and authority that may
be delegated to it from time to time by the members of the Association.
h) In general to do everything necessary and proper for the accomplishment
of the purposes hereinabove set forth.
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ARTICLE IV
Association Membership
Section 1. Classes of Members
This Association will have two classes of members which are designated
as follows:
a) Members
b) Associate Members
Section 2. Members
a) A person shall become a member with such rights and privileges
as are set forth or referred to in the Charter, Bylaws and Declaration
of Protective Covenant if:
i) He/she holds title in fee to a lot in his/her own name; OR
ii) In the case of multiple owners of a lot, he/she is designated
in writing to be the voting member by the other co-owner(s).
b) There shall be one voting member for each lot regardless of the
number of persons who may have an ownership interest in such lot.
If more than one person shall have an ownership interest in any lot,
then all such co-owners must designate in writing to the Association
the member who is
authorized on their behalf to cast the vote for that lot for all co-owners,
and receive official publications and notices including all assessments
and charges. In the event that all of the co-owners fail to designate
in writing the member who is authorized on their behalf to cast the
vote for all co-owners then and in such an event the Association shall
be free to recognize the person
whose name appears on the Association’s membership list as the
person authorized to cast the vote for all co-owners.
Section 3. Associate Members
The following shall be entitled to Associate Membership” in the
Association, by classes:
Class A. The spouse, dependent children and legal dependents of a
member who are part of the same household as the voting member; OR
Class B. All non-voting co-owners of lots; OR
Class C. Persons who by virtue of contractual agreements with the
Developer are entitled to membership in the Association.
Associate members shall have no vote or right to notice of any regular
or special meeting of members. The privileges and duties of Class
A, Class B and Class C Associate Member shall be established from
time to time by the Board by resolution. The privileges and duties
of Associate Members need not be the same of those of Members.
Section 4. Notice of Meeting of the Association
Written notice of the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than thirty (30) days
nor more than forty (40) days before the date of the meeting, either
personally or by mail, to each member entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the member at his address
as it appears on the records of the Association, with postage prepaid,
or such notice may be published in any newspaper or publication printed
under the auspices of the Association and distributed generally among
members of the Association. At a special meeting, no business shall
be conducted except that stated in the notice of said meeting.
Section 5. - Privileges of Membership
The privileges of membership shall include:
a) The right of access to the lot or lots owned by the respective
members over and across the roads owned or maintained by the Association
b) The use of such facilities as the Association may establish for
the health and safety of its members.
c) The use of such facilities as the Association may establish for
the convenience and recreation of its members.
d) The right to petition and to vote with respect to all matters that
may be referred to the vote of the members by law or by their Bylaws.
e) The right to attend all open Board meetings, hearings and meetings
of the membership.
Section 6. Associate Members Privileges
An Associate Member who complies with these Bylaws acquires the membership
privileges referred to in Section 5 (a), (b) & (c). He shall not
be entitled to notice of membership meetings, although he may attend
such meetings. The Rules and Regulations of the Association shall
specify from time to time the privileges of the Associate Members.
Section 7. Obligations of all Classes of Membership
The obligation of membership shall be:
a) To comply at all times with The Rules and Regulations, policies,
and Bylaws of the Association and to be responsible for like compliance
by family members, guests, tenants and invitees.
b) To pay all assessments, fines and other charges levied pursuant
to the authority granted in these Bylaws including interest.
c) To be responsible for all damages attributable to the member, his
or her family, his or her guests, tenants and invitees.
d) Associate Members obligations include all obligations of membership
provided, however, that Class A Associate Members who are not co-owners
have no obligation to pay dues.
e)Permits No permits shall be issued to any member that has
failed to fully pay all outstanding dues, special assessments and/or
fines assessed against them by the Hideout POA on any property owned
by such member within the Hideout. Notwithstanding the foregoing,
the Public Works Director shall be authorized to issue permits in
such instances where the failure to do so shall constitute an imminent
danger to the membership or to repair damage to the property for which
the permit is being sought.
Section 8. Tenant Privileges
The Owner in good standing who leases his residential unit for occupancy
shall be deemed to have assigned limited membership privileges to
the tenant provided, however, that a copy of the lease or Association
rental form shall be filed in the Office of the Secretary of the Association.
By the mere acceptance of the lease and act of occupancy, the Tenant
shall be deemed bound and shall abide by all guest, rental and other
rules, regulations, Bylaws and policies of the Association relating
hereto. Once membership rights are assigned by the owner, the owner
shall not have privileges of use of the amenities or facilities. The
privileges are reinstated upon expiration of the Lease. Neither the
Lease nor the Association rental form shall relieve or release the
Owner from their obligations and responsibilities incident to their
membership. If an owner rents to another member in good standing,
then the owner need not assign their membership rights and privileges.
a) A tenant who complies with these Bylaws acquires the membership
privileges referred to in Section 5(a), (b) & (c) above.
Section 9. Suspension and Disciplinary Measures
The Board may suspend the voting privileges of any Member or Associate
Member and their use of the Common Areas as follows:
a) The rights conferred by Section 5(b), (c), (d) and (e) may be suspended
or revoked by the Board of Directors if the member is in default of
his annual assessment, fines or charges, including interest, levied
pursuant to these Bylaws or the Declaration of Protective Covenants.
b) The voting privileges and the use of Common Areas by Members or
Associate Members may be suspended by the Board for:
i) The period of any continuing violation by such member or associate
member of the provisions of the Declaration after the existence thereof
shall have been declared by the Board; and
ii) A period to be determined by the Board, not to exceed twelve (12)
months, for repeated violations of the Bylaws or the rules and regulations
of the Association. The rights granted in Section 5 (a) of these Bylaws
shall be absolute and may not be withdrawn by the Association.
Section 10. Disciplinary Procedures
A Disciplinary Committee made up of not more than nine (9) members
including at least one (1) Board member may be established by the
Board of Directors to conduct hearings and make recommendations, advise
on disciplinary matters and to administer sanctions or discipline.
A majority of the Committee members shall constitute a quorum. The
Committee shall operate and act as provided hereunder only by a majority
vote of the members present at any hearing at which a quorum has been
established.
The procedure to be followed by the said Committee is as follows:
a) If a complaint against any party shall be signed by a member, or
the Chief of Security of The Hideout as a result of investigations
made by the said Chief of Security of, and filed with the Secretary
or Assistant Secretary of the Association, the latter shall refer
the matter to the Chairman of the Disciplinary Committee within five
(5) days thereafter.
b) If the nature of the complaint or charges are, in the Committee’s
sole discretion, such that it may be informally administered through
warnings or admonitions, then the Committee shall so informally administer
such discipline without a hearing.
c) If the complaint involves:
i) Misconduct of a nature that requires a hearing of all involved
parties.
ii) Such conduct that is contrary to the interest, health, safety,
welfare or character of the Association or the Development, or
iii) Repeated violations or infractions of the Association’s
Bylaws, Rules and Regulations, or the Declaration of Protective Covenants;
then the Committee shall set a date for a hearing on the complaint
or charges, with notice of same to the accused. The accused shall
have an opportunity to be heard, the right to be represented by counsel
(if any) and to present evidence on the accused behalf at the hearing.
d) The accused shall have the opportunity to attend the hearing and
enter such defense as he may deem relevant. In the event the accused
does not attend the hearing, the same shall proceed in his absence
unless previously excused by the Committee in advance for good cause
shown.
e) After consideration of all the evidence presented, the Committee
shall render its judgment and may impose any or all of the following
sanctions as it, in its sole discretion, deems just and warranted:
i. Admit of an apology and/or reparation.
ii. Imposition of a fine in an amount to be determinded depending
on the severity and gravity of the charge and or whether the accused
has been involved in repeated violations as here in referred to.
iii. Suspension of privileges for a period of time as the Committee
may deem just, but not to exceed twelve (12) months, where the misconduct
is of a repeated nature and is such as to be considered disorderly,
injurious or hostile and against the better interest or objectives
of the Association and its members.
f) There shall be a ten (10) day grace period, from the date of the
Committee’s Notice of Judgment, for the accused to pay the fine
imposed (if any), or to make reparation or furnish an apology before
such person may be declared “not in good standing” by the
Committee.
g) When “suspension of privileges” is invoked by the Committee,
the Board of Directors shall first approve such a suspension before
it becomes effective. The Board may approve or disapprove the suspension
of privileges or impose an alternative sanction or remand the matter
back to the Committee with such directives as the Board may deem fit
and proper.
h) The accused shall have the right, within ten (10) days of the receipt
of notice of the decision of the Committee to appeal in writing to
the Board for review of the matter on the following grounds only:
i) On the appeal, the Board shall limit its inquiry to a review of
the regularity of the proceedings, whether the proceedings were conducted
in good faith, and whether or not the accused was accorded a full
and fair hearing.
ii) The Board will not entertain any appeal that does not specifically
comply with its appellate procedures on forms provided for this purpose,
or that involves or seeks reconsideration of the charges, the evidence
or the Committee’s decision or its findings on the merits. However,
reconsideration may be allowed where the Board determines that new
material evidence, which appellant proves to the Board’s sole
satisfaction, was not previously available for the hearing and has
since been made available to the accused.
iii) In its sole and absolute discretion the Board may, for good cause
shown for the above-stated reasons on such appeal, modify the judgment
or sanctions previously rendered.
i) The taking or acceptance of an appeal shall not operate to stay
or suspend the effect of any sanctions or judgment imposed.
j) Unless the Association is otherwise notified, all notices of the
charges or complaint referred to in Section 10(c) and of the Committee’s
judgment referred to in Section 10(e) shall be transmitted personally
or by certified U.S. mail, return receipt. All other correspondence
shall be sent by ordinary U.S. mail.
k) If the mail is returned unclaimed or with a notation by the postal
authorities that the addressee used to accept the mail, then the Committee
shall send notice to the same address by ordinarymail with the return
address of the Committee appearing thereon. Notice by ordinary mail
is then deemed complete if the mail is not returned to the Committee
within fifteen (15) days after mailing.
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ARTICLE V
Membership Fees & Assessments
Section 1. General Rule
The Association through its Board of Directors as hereafter set
forth, may levy assessments, fines and other charges on members.
Section 2. Amount and Method of Collection
The amount of the levy and method of same shall be
fixed by the Board subject, however, to and taking into consideration
adoption of the budgets as hereinafter set forth. There shall be
sent to each member at the address last given by such member to
the Association, notice of any assessment which shall be paid on
or before the date fixed by resolution of the Board. The Board may
set a discount period for payment and an interest charge for late
payment. The Board may proceed at law in the collection of any assessments,
fines or other charges that are delinquent after ninety (90) days
from their due date.
Section 3. Enforcement of Payment
The Board may bring such actions as it shall determine appropriate
at law or in equity necessary to enforce the collection of delinquent
assessments, fines, or other charges including, but not limited
to, provisions for the suspension of membership and privileges and
the imposition of a lien or liens upon a members property. In all
such cases, however, reasonable notice shall be given to such members
with respect to any such non-payment and there shall be given to
such member an opportunity for reinstatement of membership privileges
upon satisfactory proof that such delinquency has been corrected.
Section 4. Voluntary Conveyance
All voluntary transfer and conveyances of a property between parties
shall be recorded with the Association Office and no transfers will
be accepted unless all delinquent accounts, assessments and other
charges are paid at or before the time of the transfer, subject
to prior agreements by contract with others by the Association.
The grantor and grantee of such property shall be jointly and severally
liable for all unpaid assessments and other charges pertaining to
said property up to the date of conveyance.
Section 5. Guest Fees
The Board may levy such guest fee as it may determine necessary
from time to time.
Section 6 Personal Liability of Stockholders in Corporation
All lots purchased by a corporate entity must have a principal
of the corporation holding more than 50% of the issued stock sign
a personal guarantee of all POA debts. In the instance when no one
party holds more than 50% of the issued stock then an aggregate
of principals that own more than 50% of the issued stock must execute
a personal guarantee of all POA debts. On January 30th of each year
every, corporate owner of lots within the Hideout must file, under
Oath with the POA, a current list of all stockholders, their number
of issued shares and the total number of all issued shares of the
corporation.
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ARTICLE VI
Evidence of Membership and Transfer
Section 1. Membership Certificates
“Certificates of Membership” in the Association may
be issued to Members and Associate Members. Such certificates
shall be in such form as the Board shall, from time to time, designate
and shall be issued over the signature of the President or other
officers of the Association. Such certificate shall indicate whether
or not the holder is a Member or an Associate Member and shall
also indicate the lot, the ownership of which gives rise to membership.
Such certificate shall also clearly state on its face that the
Association is a not-for-profit corporation. Adequate records
shall be maintained at the registered office of the Association
showing the names of the Members and Associate Members of the
Association, the type of membership and the date of membership.
Section 2. Transfer
When a member ceases to be an Owner, such person’s membership
and those associate memberships existing through relationships
to such person, shall cease, but such person shall remain liable
for all Association assessments and other charges incurred prior
to the giving of written notice to the Association that such person
is no longer an owner.
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ARTICLE VII
Meeting of Members
Section 1. Place of Meetings
Any meeting of the members of the Association shall be held
in the State of Pennsylvania at such place therein as may be
stated in the notice of such meeting.
Section 2. The Annual Meeting
The annual meeting of the Association shall be held on any Sunday
in October of each year commencing with the year 1970.
Section 3. Special Meeting of the Association
Special meetings of the Association may be called by the President
and the Board of Directors by resolution of the Board. A special
meeting may also be called upon the written petition of 15%
of the voting members of the Association in good standing. Such
petition shall be presented to the Secretary and shall set forth
the purpose of the special meeting. Upon receipt of the petition
it shall be the duty of the Secretary to verify the signatures
to the petition and if satisfied of the authenticity, he shall
forthwith fix a weekend date of Saturday or Sunday.
Date for such meeting and notify the membership of the time,
place and purpose of the meeting within twenty (20) days of
the receipt of the petition. The meeting shall be held no sooner
than thirty (30) days and not more than sixty (60) days after
receipt of the request. If the Secretary shall neglect or refuse
to fix the time and place of the meeting, the persons calling
the meeting may fix the time and place in compliance with this
section.
Section 4. Adjournments
Adjournments of any regular or special meeting may be taken,
but any
meeting at which directors are to be elected shall be adjourned
only from day to day, or for such longer period not exceeding
fifteen (15) days each, as the members present entitled to cast
at least a majority of the votes which all members present and
voting are entitled to cast shall direct, until such directors
have been elected.
Section 5. Quorum
A meeting of the members duly called shall not be organized
for the transaction of business unless a quorum is present.
The presence in person or by proxy of 10% of the members entitled
to vote on the matter to be acted upon shall constitute a quorum.
The members present at a duly organized meeting can continue
to do business until adjourn-ment, not withstanding the withdrawal
of enough members to leave less than a quorum. If a meeting
can not be organized because a quorum has not attended, those
present may, except as otherwise provided in this article, adjourn
the meeting to such time and place as they may determine.
a) In the case of any meeting called for the election of directors,
those who attended the second of such adjourned meetings, although
less than a quorum is present, shall nevertheless constitute
a quorum for the purpose of election of directors.
i) In case of any meeting called for any other purpose, those
who attended the second of such adjourned meetings, although
less than a quorum, shall nevertheless constitute a quorum for
the purpose of acting, upon any resolution or other matter set
forth in the notice of the meeting if written notice of such
second adjourned meeting, stating that those members who attend
shall constitute a quorum for the purpose of acting upon such
resolution or other matter, is given to each member of record
entitled to vote at such adjourned meeting at least ten (10)
days prior to the day named for the second adjourned meeting.
Section 6. Proxies
At any meeting of members, a member entitled to vote may do
so by proxy executed in writing by the member or by his duly
authorized attorney-in-fact and filed with the Secretary of
the Association. A proxy shall be revocable at will, notwithstanding
any other agreement or any provision in the proxy to the contrary
but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation.
A proxy shall not be revoked by the death or incapacity of the
maker unless before the vote is counted or the authority is
exercised, written notice of such death or incapacity is given
to the Secretary of the Corporation. No proxy shall be valid
after the expiration of eleven (11) months from the date of
its execution, unless the person executing it specifies therein
the length of time for which such proxy is to continue in force,
which in no event shall exceed three (3) years from the date
of its execution.
Section 7. Order of Business
All meetings of the membership shall be conducted according
to Roberts Rules of Order unless a different procedure is called
for in these Bylaws.
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ARTICLE VIII
Association Records, Inspection
Section 1. Required Records
The Association shall keep an original or duplicate record
of written minutes of the members and the directors and of
any other body exercising powers or performing duties which
under this Article may be exercised or performed by such other
body, the original or a copy of its Bylaws, including all
amendments thereto to date, certified by the Secretary of
the Association, and an original or a duplicate membership
register, giving the names of members, and showing their respective
addresses and the class and other details of the membership
of each. The Association shall also keep appropriate, complete
and accurate books or records of account. The records provided
for in this sub-section shall be kept at either the registered
office of the Association in this Commonwealth or at its principle
place of business wherever situated.
Section 2. Right of Inspection
Every member shall, upon written demand under oath stating
the purpose thereof, have a right to examine, in person or
by agent or attorney, during the usual hours for business
for any proper purpose as prescribed by the Pennsylvania Statutes.
Section 3. Proceedings for the Enforcement of Inspection
If the Association, or an officer or agent thereof, refuses
to permit an inspection sought by a member or attorney or
other agent acting for the member pursuant to Section 2 of
this Article, or does not reply to the demands within five
(5) business days after the demand has been made, the members
may apply to the proper court for an order to compel such
inspection. The court shall determine whether or not the person
seeking inspection is entitled to the inspection sought. The
court may summarily order the Association, officer, or agent
thereof, to permit the member to inspect the membership register
and the other books and records of the Association and to
make copies or extracts therefrom; or the court may order
the Association to furnish to a member a list of its members
as of a specific date on conditions that the member first
pay to the Association the reasonable cost of obtaining and
furnishing such list and on such other conditions as the court
deems appropriate. Where the member seeks to inspect the books
and records of the Association, other than its membership
register or list of members, he shall first establish:
a) That he has complied with the provisions of this Section
respecting the form and manner of making demand for inspection
of such document; and
b) That the inspection he seeks is for a proper purpose. Where
the member seeks to inspect the membership register or list
of members of the Association and he has complied with the
provisions of this Section respecting the form and manner
of making demand for inspection of such documents, the burden
of proof shall be upon the Association to establish that the
inspection he seeks is for an improper purpose. The court
may in its discretion, prescribe any limitations or conditions
with reference to the inspection, or award such other or further
relief as the court may deem just and proper. The court may
order books, documents and records, pertinent extracts therefrom,
or duly authenticated copies thereof, to be brought within
this Commonwealth and kept in the Commonwealth upon such terms
and conditions as the order may prescribe.
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ARTICLE IX
Financial Management
Section 1. Accounting Period
The Association’s fiscal management shall operate within
the year. The calendar year herein established however,
shall be subject to change by a majority vote of the Board
of Directors.
Section 2. Books and Accounts
Books and accounts of the Association shall be kept under
the direction of the Treasurer subject to the member’s
right of inspection pursuant to Article VIII herein.
Section 3. Preliminary Budget
Each calendar year the Association’s Community Manager
shall prepare preliminary budgets, as designated below,
for the next succeeding calendar year, to be presented to
a Budget Committee for its review, modifications and recommendations
on or by September 15th of each year;
a) Annual Operating Expense Budget
b) Annual Capital Expense Budget
c) Annual Revenue Budget
d) Annual Reserve Fund Budget
The Budget Committee shall consist of not less than five
(5) and not more than nine (9) members appointed by the
board plus any current Board Candidates who shall be appointed
to serve on said Budget Committee by the Association’s
Board of Directors. The Budget Committee shall review each
of the preliminary budgets as submitted and make such additions,
deletions, modifications or corrections to them as it deems
necessary and in the best interest of the Association, so
that each of the preliminary budgets shall be available
for submission to the Board, as proposed by the Budget Committee
with its recommendations, if any, on or by October 15 of
each calendar year. The proposed budgets, after submission
to the Board for review, modification and approval, and
prior to being adopted and accepted as final budgets by
the Board, shall be published for a period of not less than
thirty (30) days prior to the first day of the next succeeding
calendar year to allow the members of the Association an
opportunity to review same and to comment thereon, either
at hearings held thereon or through such other means as
the Board may determine. (As amended October 1989)
Section 4. Publications of Proposed Budgets
Prior to the budgets being approved and acted upon by the
Board, they shall be published by posting copies of the
proposed budgets in five (5) previously announced conspicuous
locations in the Development. In addition, the proposed
budget shall be published in the Association newspaper or
a copy thereof sent to each member of the Association entitled
to vote.
Section 5. Adoption of Budgets
After the proposed budgets have been published for
not less than thirty (30) days and prior to the first day
of the calendar year to which the proposed budgets apply,
the Board by majority vote, shall adopt the final budgets
which shall be itemized with particularity and which may
contain such changes, additions, deletions, or corrections
as the Board deems appropriate and in the best interest
of the Association. These adopted budgets shall then be
effective for the calendar year to which they apply. After
the proposed budgets have been adopted by the Board, the
Board shall, taking into consideration other sources of
income that the Association may have, levy the annual assessment
for each lot for the following year in accordance with the
terms and conditions of the Bylaws and Declaration.
Section 6. Variation From Budget
Upon adoption of the budget the Board shall be bound by
the same. The Board may not, over the calendar year period,
vary from the budgets by more than 15% without following
the budgeting procedures. Variation is defined as a 15%
or greater difference from plan for the capital expense
budget and for the net combined operating expense budget
and the revenue budget. It shall be the responsibility of
the Treasurer and the Budget Review Committee in conjunction
with the Community Manager and the Association’s accounting
personnel to make quarterly reviews of actual budget performance
and to advise the Board if the budget will vary by greater
than 15% over the calendar year. The Board of Directors
shall make such changes as the Board deems necessary to
assure expenses do not exceed income for any given year.
Section 7. Auditing
At the close of each calendar year, the books and records
of the Association shall be audited by a certified public
accounting firm whose report shall be prepared and certified
in accordance with generally accepted accounting principles.
Based on such reports, the Association will print and mail
a copy of same to each member entitled to vote herein or
a copy of such report shall be published in the Association
newspaper. In addition, the books and records herein may
be inspected as prescribed in Article VIII.
Prior Years Surplus/Deficit - The surplus or deficit (excluding
depreciation) resulting each year from the budgeted operations,
including Board directed funds, shall be identified. The
Accounting firm performing annual audited statements shall
provide a separate schedule listing by department, including
Board Budgeted Operations, listing budgeted income/expenses
versus actual income/expenses producing an annual surplus
or deficit. This schedule shall be separate and included
as part of the final audited financial statement provided
for membership distribution. The surplus or deficit identified
will become a line item entry under the ³Revenue Section²
of the following years"Annual Fee Schedule"to
return surpluses or collect deficits from the members resulting
in operations actual versus budget performance.
Section 8. Maximum Annual Charge (As amended by October
6, 1991)
Not withstanding anything in these By Laws to the contrary,
the maximum annual charge for each lot for each year shall
be determined as follows:
a) The maximum annual charge for the fiscal year 1991 shall
be $468.00.
b) Each fiscal year commencing from any fiscal year after
1991, the maximum annual charge may be increased or decreased
each year without a vote of the members by:
i) A majority vote of the Board, not in excess of ten percent
(10%) above or below the maximum annual charge for the previous
year.
c) The maximum annual charge may be increased or decreased
above or below the maximum annual charge for the previous
year of the amounts set forth in subparagraph
i) above, upon written consent of a majority of the members
by referendum or at a regular or special meeting of members
as provided herein by majority vote of the members voting
in person or by proxy and otherwise in the manner and in
accordance with the quorum and other provisions of these
Bylaws.
Section 9. Capital Reserve Fund Assessment
a) The annual charge levied by the Board for the Capital
Reserve Fund shall not be used to meet anticipated operating
expenses for the ensuing year, but will be transferred by
the Board to the Capital Reserve Fund for major repair and
capital replacement of the Common Area.
b) Capital Reserve Fund amounts shall be in accordance with
the annual updated schedule of reserves certified as part
of the annual budget of the Association provided in this
ARTICLE IX. The said Capital Reserve Fund amounts shall
cover, without limitation, all real property and improvements
thereon, furniture, fixtures, roads, vehicles and equipment
owned by the Association. Said schedule shall include, without
limitation, all fixed asset items of or over Five Hundred
($500.00) Dollars in value or items of or over an aggregate
value of Two Thousand Five Hundred ($2500.00) Dollars.
c) The Treasurer of the Association shall place all such
Capital Reserve Fund amounts to capital and transfer all
monies presently held in reserve to one or more interest
bearing accounts, which accounts shall be accounted for
separately.
d) Withdrawals from the Capital Reserve Fund shall be authorized
by an affirmative vote of the majority of the Board as part
of the annual budget process or in a “declared emergency”,
which shall be defined in a policy statement of the Board
before funds may be expended.
e) Withdrawals from the Capital Reserve Fund shall be only
for restoration, repair and replacement of existing capital
improvements, not for new facilities or additions or improvements
to existing facilities or property.
f) Upon authorization of the Board, the Capital Reserve
Fund may be used as collateral for loans or projects for
the purposes set forth in Section 9.e) above, so long as
the unencumbered portion remaining in the Capital Reserve
Fund is sufficient to meet One Hundred Twenty (120%) Percent
of the reserve requirements during the period of the loans
or projects.
g) So long as the portion remaining in the Capital Reserve
Fund is sufficient to meet One Hundred Twenty (120%) Percent
of the reserve requirements during the period of the loan,
the Board may borrow against the Capital Reserve Fund for
current operations, provided such loans are repaid to the
Capital Reserve Fund within two (2) years with interest
at the then current rate of interest in the interest bearing
account set forth in Section 9.c) hereinabove.
h) Authorized signatories for the Capital Reserve Fund shall
be those designated by Resolution of the Board of Directors.
(As amended March 18,1984)
Section 10. New Capital Reserve Fund
The Association shall maintain a "New Capital Reserve
Fund". All revenues budgeted for "new capital
reserves"annually by the Board of Directors shall be
collected in this fund. All new capital expenditures shall
be charged against this fund. The budget for new capital
expenditures in any year must not exceed 80% of the total
of the prior year¹s year-end balance and the new capital
reserve fund balance. New capital reserve funds must be
used to fund new capital assets or for additions to or improvements
of existing capital assets of the Association. The Association
shall not incur new capital expenditures totaling more than
80% of new capital reserves without the majority approval
of the Membership.
Section 11. Limited New Capital Expenditures
The Association shall not incur any new Capital expenditures
totaling more than 80% of all capital reserves without the
approval by majority vote (either at a membership meeting
or by referendum without a meeting) of the members voting.
All elements of an expenditure, in excess of this 80% figure,
will count toward that dollar limitation, and may not be
fragmented into separate projects for the purpose of avoiding
the spending cap. These elements will include, but not be
limited to, items such as planning costs, site surveys,
architectural fees, taxes, material costs, delivery costs,
labor costs, etc. After membership approval of new capital
expenditure project, if additional, reasonable capital expenses
are still needed to complete the project, the Board may
approve those funds without another membership vote. After
a project has been approved by the membership, the Board
will decide on the most prudent method of financing the
project (i.e., dues increase, loan, special assessment,
etc.). After the membership approves a project, the board
may exercise its exclusive right to begin, postpone or cancel
the project without seeking further membership approval.
(As amended Dec. 1999)
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ARTICLE X
Board of Directors
Section 1. Number and Qualifications
The affairs of the Association shall be governed by a
Board of Directors composed of seven (7) persons, all
of whom must be members in good standing of the Association.
Section 2. Powers and Duties
The Board of Directors shall have the powers and duties
necessary for the administration of the affairs of the
Association and may do all such acts and things as are
not by law or by these Bylaws directed to be exercised
and done by the members. In addition thereto, the Board
shall have the following powers:
a) The power to adopt a corporate seal as the Seal of
the Association.
b) The power to designate a banking institution as depository
for the Association’s funds; and the officer or officers
authorized to make withdrawals there from and to execute
obligations on behalf of the Association.
c) The power to borrow money for the Association.
d) The power to assign, mortgage, pledge or encumber any
Association property for such borrowings.
e) The power to employ a sufficient number of persons
to adequately maintain Association property. The salaries
of such persons shall be within budgetary limits set in
Article IX.
Section 3. Other Duties
In Addition to duties imposed by these Bylaws or by resolution
of the Association, the Board of Directors shall have,
without limitations, the following additional powers:
a) Care, upkeep and surveillance of the Development and
the Common Areas and facilities.
b) Collection of special assessments and/or other charges
from the members.
c) Designation and dismissal of the personnel necessary
for the accomplishment of purposes of the Association.
d) Promulgation of such rules and regulations necessary
for the effective administration of Article IX of these
Bylaws.
e) The power to adopt reasonable rules and regulations
as it may deem advisable for the use, operation, maintenance,
conservation and beautification of the “Common Areas”
and for the health, comfort, safety and general welfare
of the members and associate members.
Section 4. Term of Office
The term of office of Directors shall be fixed at three
(3) years with staggered terms. Beginning in October 1978,
two (2) directors appointed serve a two (2) year term
expiring October, 1980. Three (3) existing directors will
complete their term in 1979 and two (2) directors elected
in 1978 will serve full three (3) year terms until October
1981; and thereafter the term of such directors shall
be three (3) years as set forth in Article X., Section
5, and commence at the close of the annual meeting at
which they are elected.
Section 5. Election of Directors
a) Election of Directors shall be by written ballot as
hereinafter provided. In all elections of directors, each
member entitled to vote shall be entitled to as many votes
as shall equal the number of votes which he is entitled
to cast on any matter other than election of directors
multiplied by the number of directors to be elected and
he may distribute such votes among the number of directors
to be voted for, but he may not cast more than one (1)
vote for a single director. A member is not required to
cast all of the votes allocated to him for his ballot
to be valid. The person or persons receiving the largest
number of votes shall be elected to the vacant position
or positions. (As amended December 1996)
b) The Nominating Committee shall consist of five (5)
members; two (2) members in good standing elected by the
membership at the Annual Meeting, two (2) chosen from
the membership of the Board of Directors and one (1) member
in good standing appointed from the membership by the
President of the Association and this member shall not
be a current member of the Board of Directors. The Board
of Directors and the President shall make their appointments
within sixty (60) days of the Annual Meeting. The Nominating
Committee shall select its Chairman.
c) Candidates for election to the Board of Directors shall
be nominated:
i) By the Nominating Committee and/or
ii) By petition signed by fifty (50) voting members and
delivered to the Secretary of the Association between
the first and fifteenth of July each year.
d) Commencing with year 1981 between the first and fifteenth
day of July
of each year, the Nominating Committee shall nominate
for election at least two (2) more candidates than are
necessary to fill the prospective vacancies on the Board
of Directors. The Nominating Committee may include the
names of candidates nominated by petition to fill this
quota if they choose to give them their endorsement.
e) The qualifications of the candidates nominated by the
Nominating Committee and those nominated by petition shall
be printed and distributed at the same time or prior to
distribution of election ballots.
f) By April 15 of each year, any member in good standing
seeking a nomination by the Nominating Committee shall
file with the Secretary of the Association a personal
statement of candidacy for election as a Director for
the term beginning after the first annual meeting held
after the filing of such statement, together with a brief
biographical statement.
By May 1 of each year, any member in good standing who
desires to seek election to the Board of Directors and
who has signed a sworn, notarized affidavit that they
will not solicit funds for, or accept funds for, a private
mailing, telephone campaign or Internet web site, may
submit to the Nominating Committee a campaign letter that
they wish to have published in the July and August issue
of the P.O.A. newsletter (The Hideabout).
By May 15 of each year, the Nominating Committee shall
nominate for election at least two (2) more candidates
than are necessary to fill the prospective vacancies on
the Board of Directors, and shall notify each applicant
of the Committee¹s decision immediately by regular
mail. The Nominating Committee may include the names of
candidates nominated by petition to fill this quota if
they choose to give them their endorsement.
g) All votes in board elections shall be cast on written
ballot, which shall:
i. Describe the vacancy to be filled, and ii. Set forth
the names of those persons who have become candidates
for the office of director in the order in which they
filed their statements of candidacy with the Secretary
of the Association.
The ballots shall be prepared and mailed by the Secretary
to each member entitled to vote, simultaneously with the
mailing of the notice of the Annual Meeting of the Association.
The mailing of the ballots and Annual Meeting notice shall
occur not less than 31 days prior to the Annual Meeting.
Any member in good standing may file with the Secretary
of the Association an endorsement of personal candidacy
signed by not less than fifty (50) voting members (one
per lot) in good standing. All endorsements or petitions
must be filed with the Secretary no later than July 15
of the year immediately preceding the next Annual Meeting
of the membership. The Secretary of the Association shall
certify to the validity of all signatures. Should any
candidate¹s petition be found to have an insufficient
number of valid signatures, then that candidate shall
not be placed on the ballot. All candidates by petition
shall be given the opportunity to sign the affidavit and
shall be accorded the same privileges as those candidates
nominated by the Nominating Committee.
(h) Each member entitled to vote shall receive one (1)
ballot for each lot for which he is a voting member.
i) The completed ballots shall be returned as follows:
Each ballot shall be placed in a sealed marked “Ballot”,
but not marked in any other way. Each such “Ballot”
envelope shall contain only one (1) ballot, and each voting
member shall be advised that because of the verification
procedure hereinafter set forth, the inclusion of more
than one (1) ballot in any one (1) “Ballot”
envelope shall disqualify the return. Such ‘Ballot”
envelope shall be placed in another sealed envelope which
shall bear on its face the name and signature of the member,
his lot number, and such other information as the Board
may determine will serve to establish his right to cast
the vote or votes presented in the ballot or ballots contained
therein. The ballots shall be returned to the Secretary
of the Association at such address as the Board may from
time to time determine no later than ten (10) days prior
to the annual meeting.
j) Upon receipt of each return the Secretary shall immediately
place it in a safe or locked place until the day fixed
by the Board for the counting of such ballots. On that
day, the external envelope containing “Ballot”
envelopes shall be turned over, unopened, to the Election
Committee consisting of the Secretary and the then existing
Board. A representative of each candidate for the office
of director may also be present and if present serve on
the committee. The Election Committee shall then adopt
a procedure which shall establish:
i) That the signature of the member on the outside is
genuine; and
ii) That such member is a member in good standing.
Such procedure shall be taken in such manner that the
vote of any member shall not be disclosed to anyone, including
the Election Committee. The outside envelopes shall thereupon
be placed in a safe or other locked place and the Election
Committee shall proceed to the opening of the “Ballot”
envelopes and the counting of the votes. If any “Ballot”
envelope is found to contain
more than one (1) ballot, all ballots contained in such
envelope shall be disqualified. The Election Committee
shall certify the results of the count at the Annual Meeting
and the terms of office of the directors so elected shall
commence immediately following such Annual Meeting.
k) All outside envelopes, ballots and statements of candidacy
shall be retained by the Secretary for a period of one
(1) year.
l) All ballots shall be subject to audit by a certified
public accounting firm and the results of all ballot counts
shall be published in the Association newspaper.
Section. 6. Vacancies
Vacancies in the Board of Directors caused by any reason
shall be filled by vote of the majority of the remaining
directors, even though they may constitute less than a
quorum, and each person so elected shall be a director
and serve to complete the term of that director whose
vacancy is being filled. The Board of Directors may request
recommendations from the Nominating Committee to fill
such vacancies.
Section 7. Removal of Directors
a) By the Membership. Upon the written petition of 15%
of the voting members of the Association in good standing
filed
no later than sixty (60) days before any annual or special
meeting duly called, any one (1) or more of the directors
may be proposed to be removed for cause (including without
limitation, for fraudulent or dishonest acts) by the vote
of members entitled to cast at least a majority of votes
which all members present would be entitled to cast at
any annual election of the directors and a
successor may then and there be elected to fill the vacancy
thus created. Any director whose removal has been proposed
by the members shall be given an opportunity to be heard
at the meeting.
b) By the Board of Directors.
The Board of Directors may declare vacant the office of
a director if he is declared of unsound mind by an order
of court or is convicted of a felony, or fails to attend
three (3) consecutive regular, special or workshop meetings
of the Board as provided hereinbelow.
i) Upon the second consecutive failure of any Board member
to attend a regular, special or workshop meeting of the
Board, the Board shall send to said Board member a warning
letter that ARTICLE X, Section 7.b) ii) and iii) of these
By Laws shall be upon the third consecutive failure to
attend.
ii) Upon the third consecutive failure of any Board member
to attend regular, special or workshop meetings of the
Board, the Board shall give written Notice to said Board
member of a hearing and shall hold a hearing to determine
whether there are reasonable excuses for the three (3)
absences.
iii) If the Board of Directors finds no reasonable excuses
for the three (3) consecutive absences, then the Board
by vote of the majority of the remaining directors may
declare vacant the office of the director and shall fill
said vacancy in accordance with Article X, Section 6 of
these Bylaws.
Section 8. Removal of Directors by Court
The proper court, in jurisdiction may upon petition of
any member or director, remove from office any director
in case of fraudulent or dishonest acts or gross abuse
of authority or discretion with reference to the Association,
or for any other proper cause, and may bar from office
any director so removed for a period prescribed by court.
The Association shall be made a party to such action.
Section 9. Organization Meeting
The first meeting of a newly elected Board of Directors
shall be held within ten (10) days of election at such
place as shall be fixed by the directors at the meeting
at which such directors were elected, and no notice shall
be necessary to the newly elected directors in order legally
to constitute such meeting, providing a quorum of the
Board shall be present. The intent is to allow newly elected
members to participate in any Board meeting called immediately
after election. At this meeting the Board shall elect,
by majority vote of all directors then in office, not
just those present, the Chairman and such corporate officers
as provided in Article XI, Section 1 of the Bylaws. (As
amended December 1999)
Section 10. Regular Meetings
Regular meetings of the Board of Directors may be held
at such time and place as shall be determined, from time
to time, by a majority of the directors, but at least
four (4) such meetings shall be held during each fiscal
year. Notice of regular meetings of the Board of Directors
shall be given to each director, personally or by mail,
telephone or by telegraph, at least three (3) days prior
to the day named for such meeting. There shall be kept
minutes of all meetings conducted by the Board, together
with the record of voting at such meetings. These minutes
shall be subject to inspection by any member of the Association
in manner prescribed in Article VIII.
Section 11. Special Meetings
Special meetings of the Board of Directors may be called
by the President on three (3) days notice to each director,
given personally or by mail, telephone or telegraph, which
notice shall state the time, place and purpose of the
meeting. Special meetings of the Board of Directors shall
be called by the President or Secretary in like manner
and on like notice on the written request of at least
three (3) directors
Section 12. Waiver of Notice
Before or at any meeting of the Board of Directors, any
director may, in writing, waive notice of such meeting
and such waiver shall be deemed equivalent to the giving
of such notice. Attendance by a director at any meeting
of the Board of Directors, shall be a waiver of notice
by, of the time and place thereof. If all the directors
are present at any meeting of the Board, no notice shall
be required and any business may be transacted as such
meeting.
Section 13. Quorum
At all meetings of the Board of Directors, a majority
of the directors shall constitute a quorum for the transaction
of business, and the acts of the majority of the directors
present at a meeting at which a quorum is present shall
be the acts of the Board of Directors. If, at any meet-
ing of the Board of Directors, there be less than a quorum
present, the majority of those present may adjourn the
meeting from time to time. At any such adjourned meeting,
any business which might have been transacted at the original
meeting may be transacted without further notice.
Section 14. Executive and other Committees of the Board
a) Establishment and Powers – Unless otherwise restricted
in the Bylaws:
1) The Board of Directors may, by resolution adopted by
a majority of the directors in office, establish one (1)
or more committees to consist of one (1) or more directors
of the corporation, any such committee, to the extent
provided in the resolution of the Board of Directors,
shall have and may exercise all of the powers and the
authority of the Board of Directors, except that no such
committee shall have any power or authority as to the
following:
i) The submission to members of any action requiring approval
of members under
these Bylaws.
ii) The filling of vacancies in the Board of Directors.
iii) The adoption, amendment or repeal of the By Laws.
iv) The amendment or repeal of any resolution of the Board.
v) Action on matters committed by the Bylaws or resolution
of the Boards of
Directors to another committee of the Board.
2) The Board may designate one (1) or more directors as
alternate members of any committee who may replace an
absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent
or disqualified member.
b) Term - Each committee of the Board shall serve at the
pleasure of the Board.
c) Effect on Responsibility of Board - The establishment
of any committee of the
Board of Directors and the delegation thereto of power
and authority shall not alone relieve any director of
his duty to the Association under Section 14 of this Article.
Section 15. Interested Directors
a) General Rule - No contract or transaction between the
Association and one (1) or more of
its members, Directors or officers or between the Association
and any other corporation, partnership, association, or
other organization in which one (1) or more of its directors
or officers are directors or officers, or have a financial
interest, shall be void or voidable solely because the
member, director or officer is present at or participates
in the meeting of the directors which authorizes the contract
or transaction, or solely because his or their votes are
counted for such purpose, if:
1) The material facts as to his relationship interest
and as to the contract or transaction are disclosed or
are known to the Board and are in good faith authorizes
the contract or transaction by the affirmative votes of
a majority of the disinterested Directors even though
they are less than a quorum.
2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed and
are known to the members entitled to vote thereon, and
the contract or transaction is specifically approved in
good faith by vote of such members; or
3) The contract or transaction is fair as to the Association
as of the time it is authorized, approved or ratified
by the Board of Directors or the members.
b) Quorum - Common or interested directors may be counted
in determining the presence of a quorum at a meeting of
the Board which authorizes a contract or transaction specified
in subsection a) of this Section.
Section 16. Fidelity Bonds
The Board of Directors shall require that all officers
and employees of the Association handling or responsible
for Association funds shall furnish adequate fidelity
bonds. The premiums on such bonds shall be paid by the
Association.
Section 17. Directors Fiduciary Relationship to Association
Directors shall be deemed to stand in fiduciary relation
to the Association, and shall discharge the duties of
their respective positions in good faith and with that
diligence, care and skill which ordinarily prudent men
would exercise under similar circumstances.
Section 18. Participation in Meeting by Conference Telephone
One (1) or more Directors may participate in a meeting
of the Board by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
Section 19. Compensation
The Directors shall not receive compensation for their
official services for the Association; however, reimbursement
for reasonable expenses incurred for their official duties
may be allowed with the approval of the Controller and
the Treasurer. The Directors shall not be employees of
the Association. (As amended December 1999)
Section 20 - Openness of Board Meetings
All Board Meetings will be open to all members in good
standing, except those meetings, or portions thereof,
involving any of the following Association matter of business:
a) To discuss the reputation, character, physical condition,
mental health, or professional competence of any individual.
b) To consider and discuss the discipline of, removal
of, or hear complaints or charges brought against Association
employees, staff or members.
c) To Discuss labor, employment, personnel, and litigation
and legal matters, and legal advice and attorney-client
communications.
d) To discuss deployment of security personnel or devices.
e) To negotiate, discuss, or consider any contracts, bids
or proposals if a public discussion is determined by the
Board, in its discretion, to have a detrimental effect
on the negotiation power of the Association. (As amended
December 1999)
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ARTICLE XI
THE OFFICERS
Section 1. Officers
The officers of the Association shall be Chairman of
the Board, President, and one (1) or more Vice Presidents,
Secretary, Treasurer and such other officers and assistant
officers, as the Board may, from time to time, elect.
All Officers, except for the Secretary of the Corporation
and the Assistant Secretaries, must be members in good
standing of the Association. Except for the positions
of Secretary and Assistant Secretaries of the Corporation,
no Officer may be an employee of the Association. Association
Officers who are also employees may receive compensation
for their employment, but not for their duties and services
as Officers. No Officer may hold more than on office,
except in a situation whereby no other Directors were
willing to serve in the vacant office. In any event,
the President and the Secretary may not hold any other
office. Selection of Association Officers shall be by
majority vote of the Directors then in office. (As amended
December 1999)
Section 2. Chairman
The Chairman shall preside over all special and regular
meetings of the Board as well as meetings of membership.
The Chairman shall act in the absence of the President,
or in the event of his inability or refusal to act.
Section 3. President
The President shall be the General Managerial officer
of the Association, and shall be vested with the powers
and duties generally incident to the office of President
of a non-profit corporation, or as may be otherwise
set forth in these Bylaws. The President must be a Director.
(As amended December 1999)
Section 4. Vice President
In the absence of the President or the Chairmen, or
in the event of their inability or refusal to act, the
Vice President designated by the Board of Directors
is empowered to act and shall thereupon be vested with
the powers and duties of the President.
Section 5. Secretary
The Secretary of the Association shall keep the minutes
of the business and other matters transacted at the
meeting of the members and of the Board. He shall mail
or cause to be mailed, all notices required in the Bylaws.
He shall have the custody of the corporate seal and
records and maintain a list of the members and their
addresses and perform all other duties incident to the
office of Secretary.
Section 6. Treasurer
The Treasurer shall have custody of the funds of the
Association, collect monies due, pay the obligations
of the Association out of its funds, and perform such
other duties as are incident to the office of Treasurer.
The Board shall require that the Treasurer be bonded
for such amount and under such conditions as the Board
shall require.
Section 7. Removal of Officers
Any officer may be removed when, in the judgment of
the majority of the Board, the best interest of the
Association will be served by such removal. The officer
will be notified of his removal by Certified Mail.
Section 8. Officers Fiduciary Relation to Association
Officers shall be deemed to stand in a fiduciary relation
to the Association, and shall discharge the duties of
their respective position in good faith and with that
diligence, care and skill which ordinary prudent men
would exercise under similar circumstances.
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ARTICLE XII
Rules and Regulations
The Board of Directors shall adopt such rules and
regulations as may be necessary or appropriate for
the accomplishment of the purposes of the Association.
Such rules and regulations shall become effective
when approved by a majority vote of the Board of Directors.
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ARTICLE XIII
Saving Clause
These Bylaws shall replace any and all previous
existing Bylaws of the Association of Property Owners
of the Hideout, Inc., and shall not impair or affect
any act done, offense committed, or substantial
right accruing, accrued, or acquired, or liability,
duty, obligation, penalty, judgment or punishment
incurred prior to the time these Bylaws or any subsequent
Bylaws or amendment thereto takes effect, but the
same may be enjoyed, asserted, enforced, or prosecuted
as fully and to the same extent as if these Bylaws
or any amendments thereto had not been enacted.
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ARTICLE XIV
Amendments
These Bylaws may only be amended upon the written
consent of a majority of the members by referendum,
or at a regular or special meeting of the members
by majority vote of the members present and voting
in person or by proxy and otherwise in the manner
and in accordance with the quorum and other provisions
of these Bylaws.
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ARTICLE XV
Amendment 1
MEMBERSHIP IN COOPERATIVE.
The Association of Property Owners of the Hideout,
Inc. (the “Association”), and all
other owners of property at The Hideout development
as defined in Article II, Subsection (j) of
these Bylaws, shall automatically become members
of ROAMINGWOOD SEWER & WATER ASSOCIATION,
a non-profit co-operative corporation organized
by the Association, pursuant to a Plan of Division
of The Association, for the purpose of owning
and operating the sewer and water systems at
The Hideout development as defined in these
Bylaws and Declaration of Protective Covenants.
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Section 1.
Personal Liability of Directors - A Director
of the Association shall not be personally
liable, as such, for monetary damages for
any action taken, or failure to take any action,
unless:
i) The Director has breached or failed to
perform the duties of his or her office under
Title 42 PA Consolidated Statutes 8363 (relating
to Standard of Care and Justifiable Reliance),
and
ii) The breach or failure to perform constitutes
self-dealing, willful misconduct, or recklessness.
The provision of this Section shall not apply
to the responsibility or liability of a Director,
pursuant to any criminal statue, or the liability
of a Director for the payment of taxes pursuant
to local, state, or
federal law. Any repeal or modification of
this Section by the Board of Directors of
the Association shall be prospective only,
and shall not affect, to the detriment of
any Trustee, any limitation on the personal
liability of a Trustee of the Association,
existing at the time such repeal or modification.
Section 2.
Indemnification of Directors and Officers
- The Association shall indemnify any Director
or Officer of the Association who was, or
is a party, or is threatened to be made a
party, to any threatened, pending or completed
action, suit or other proceeding, if such
person is:
i) A Director or Officer of the Association,
OR
ii) Was serving in the capacity of Director
or Officer at the request of the Association.
Such indemnification shall be against all
expenses (including attorney’s fees),
monetary penalties and damages (including
settlements arising from such action), unless:
a) The behavior which gave rise to such action
is deemed by the Board to constitute self-dealing,
willful misconduct, or recklessness, OR
h) Applicable laws expressly prohibit such
indemnification.
Section 3.Indemnification of Committee Members
The Association shall indemnify any member
of a Board-Sanctioned committee who was, or
is, a party, or is threatened to be made a
party, to any threatened, pending or completed
action, suit or other proceeding arising from
their membership on the committee. This indemnification
shall include all expenses (including attorney's
fees), monetary penalties and damages (including
settlements arising from such action), unless:
a) The behavior which gave rise to such action
is deemed by the Board to constitute self-dealing,
willful misconduct, or recklessness, OR
b) Applicable laws expressly prohibit such
indemnification.
Section 4. Payment of Indemnification
A Director, Officer or Board-Sanctioned Committee
Member entitled to indemnification under these
Sections of the Bylaws shall submit to the
Secretary of the Corporation a written request
for such indemnification within thirty (30)
days of receiving notice of legal action being
brought against him. A Director, Officer or
Board-Sanctioned Committee Member whom the
Board deems to be entitled to indemnification
under these Sections shall be indemnified
within thirty (30) days of the Board’s
receipt of his or her written request.
Section 5.
Proceedings Initiated by Indemnified Individuals
- Unless specifically authorized by the Resolution
of the Board of Directors of the Association
and directed to do so, a Director or Officer
who initiates legal action shall not be indemnified
by the Association.
Section 6. Insurance
The Board of Directors shall have the power
to purchase, satisfy and maintain, at the
Association’s expense, insurance on behalf
of the Association, and on behalf of others,
to the extent that power to do so has been,
or may be granted, by the statute to insure
the obligations provided herein or otherwise.
Section 7. Indemnification Not Exclusive
The foregoing indemnification shall not be
deemed exclusive of any other right to which
one indemnified may be entitled, both as to
action in one’s official capacity and
as to action in another capacity while holding
such office, and shall insure to the benefit
of the heirs, executors and administrators
of any such person.
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ARTICLE XVII
MISCELLANEOUS
Section 1. Personal Service Restrictions
The Association cannot hire the spouse,
life partner or other members of the household
of a Director or of any Candidate for Director
as an employee of the Association, other
than as a temporary seasonal Association
employee.
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