Bylaws - Working Document 9/10/03

Sunset Ridge Homeowners Association, Inc.

Section 1: Reference is made for all purposes to the following:

a. Premises known as Sunset Ridge as recorded in the office of the Recorder of Deeds of Pike County, PA, in Plat Book 26, at Page 28.and premises known as Sunset Court as recorded in Plat Book 37, at Page 174 and 175.

Section 2: This corporation shall have all the right, powers, privileges and authority vested in it under said Articles of Incorporation and shall carry out all of the functions and responsibilities therein assigned and those which may hereafter be assigned to the corporation on connection with the operation of the Sunset Ridge Home Owners Association, Inc.

Section 3: The following terms, when used in these By-Laws, shall have the respective definitions set forth below:

a. The term "Sunset Ridge" shall mean the real property described in Section 1. and all improvements thereon which may exist from time to time.

b. The term "Lot" shall mean land occupied or to be occupied by a building or dwelling and constituting a home site together with such open space as may be required by the applicable restrictive covenants or state and local law.

c. The term " Recreational Facilities" means the improvements built upon the property for the use by the members of the corporation.

d. The term "Property" means the real property described in Section 1. above.

e. The term "Manager" means the entity (and the employees thereof), if any, with which this corporation has contracted for services involved in the day-to-day operation of Sunset Ridge.

Section 4: In the event of any conflict or inconsistency between the provisions of these By-Laws or the Rules promulgated hereunder, and the provisions of the Articles of Incorporation, the provisions of the Articles of Incorporation shall supersede, control and govern.

Section 1: Purposes. The corporation has been formed for the purposes of providing services and facilities to its members and managing its facilities for the mutual benefit and enjoyment of the members. To carry out the said purposes properly, the corporation may, at the discretion of its Board of Directors, perform the following acts or functions or such other acts or functions as are authorized by this Article of Incorporation:

a. The corporation, for the benefit of its members, may accept conveyances of and may own real property in Pike County, Pennsylvania.

b. The corporation may promulgate and enforce rules, regulations, restrictions and covenants upon the property (both real and personal) owned or leased by it or over which it has jurisdiction; may pay expenses incidental thereto; may enforce the decisions and rulings of the corporation and the Board of Directors may pay expenses in connection therewith.

c. The corporation may own, lease, provide, control, maintain and operate recreational facilities and park areas.

d. The corporation may arrange for and provide refuse collection.

e. The corporation may pay any ad valorem taxes and other assessments levied or imposed against the Property and Recreational Facilities.

f. The corporation may construct and maintain rights-of-way and easements.

g. The corporation may do all things necessary for the upkeep, repair and maintenance of all Recreational Facilities and the replacement of improvements, fixtures and equipment thereon, including the replacement of obsolete or damaged improvements, fixtures and equipment. The corporation will also be responsible for the upkeep, repair and maintenance of all the roadways.

h. The corporation may provide for the landscaping of the Property.

i. The corporation may pay legal and other expenses incurred in connection with the enforcement of all rules, charges, covenants, restrictions and conditions affecting Sunset Ridge.

j. The corporation may pay all reasonable and necessary expenses in connection with the collection and administration of dues of members.

k. The corporation may provide for the employment of policemen and watchmen.

l. The corporation may do any other thing necessary or desirable in the opinion of the corporation to keep the property of Sunset Ridge and Sunset Court in neat and good order, of which it considers of general benefit to the members, it being understood that the judgment of the corporation in the expenditure of said funds shall be final and conclusive so long as such judgment is exercised in good faith.

m. The corporation shall set and establish the amount of dues which may be imposed for each year; shall hold and administer the dues and expend such dues for the purposes contemplated by and in accordance with the terms and provisions of the Articles of Incorporation and these By-Laws; shall take such action as it deems appropriate, in its discretion, to enforce the collection of the dues. Further, the Board may set up a capital reserve fund(s) for the purpose of new facilities, extraordinary maintenance and repair to existing facilities and other projects not covered by the annual operating budget. The assessment(s) shall be determined by approval of the majority of the membership.

n. The corporation may acquire by gift, purchase or otherwise own, hold, enjoy, lease, operate, maintain and convey, sell, transfer, mortgage, or otherwise dispose of real or personal property in connection with the business of Sunset Ridge.

o. The corporation may borrow funds or purchase property on credit for the purpose of carrying out its affairs, if the Directors deem such advisable.

p. The corporation may contract with others corporations to collect fees for the use of recreational or social facilities and manage such facilities.

Section 2: Area. The powers set out above for the corporation shall apply to such other areas as may hereafter voluntarily be place under or submitted to the jurisdiction of the corporation and be accepted as within the jurisdiction of the corporation by Resolution of the Board of Directors of the corporation.

 

Section 1: Qualifications. The owner or owners of a lot at Sunset Ridge and Sunset Court shall automatically become members of the Association immediately upon purchase of same or upon formation of the Association whichever shall first occur. Each owner or group of owners shall have one vote regardless of the number of lots owned.

Section 2: Semi-Annual Meeting. Two meetings a year will be held, in the Spring and late Summer or Fall. The time and place of the meetings will be determined by the Board of Directors. Notice of such meetings will be mailed three (3) weeks in advance.

Section 3: Special Meetings. Special meetings of the members shall be held at such places as may be designated in the notice of waiver or waivers of notice of the respective meetings. Special meetings of the members may be called by the President or by the Vice-President or by the Board of Directors, or by a majority of the members eligible to vote. Written notice of such special meeting of the members, stating the time and place thereof and indicating briefly the purpose or purposes thereof, shall be sent by mail or e-mail, or be delivered by the Secretary, or in the event of his absence or failure, refusal, inability or omission to do so, by the President or a Vice-President or any Board member, to each of the members of the corporation at their respective addresses, as shown by the records of the corporation, at least two (2) weeks prior to the date set for the holding of the meeting. Unless otherwise indicated in the notice or waiver or waivers of notice thereof, any and all business may be transacted at any annual or special meeting of the members.

Section 4: Quorum. The attendance of twenty-five (25%) percent or more voting members of the Association scheduled semi-annual meeting shall constitute a quorum for all purposes. A quorum at any other meeting shall consist of a majority of all the members entitled to vote.

Section 5: Organization. The President of the corporation, and in the event of his absence a Vice-President of the corporation, shall call meetings of the members to order and shall act as Chairman of such meetings. In the absence of the President and the Vice-President of the corporation, the members present may appoint a Chairman. In the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.

Section 6: Voting. Members shall be entitled to the number of votes provided for in Section 1. The executor, administrator or legal representative of any deceased member shall be entitled to cast the vote of such deceased member at any meeting of members. Each member may vote in person or by proxy appointed by instrument in writing and subscribed by the member or by the duly authorized attorney of such member.

At all meetings of members all questions, except those the manner of which is otherwise expressly governed by statute, the Articles of Incorporation or by the By-Laws, shall be decided by the vote of the majority of the members of the corporation present in person or by proxy and entitled to vote, a quorum being present. All voting on any further question or questions shall at any meeting shall be by ballot. Each ballot shall be signed by the members voting or by his proxy.

Section 1: Number and Term of Office. The business and property of the corporation shall be managed and controlled by the Board of Directors and subject to the restrictions imposed by any law, by the Articles of Incorporation, or by these By-Laws, the Board of Directors may exercise all the powers of the corporation.

The number of Directors shall be five (5) and all actions to be taken by the Directors shall require a majority vote of approval. The number of Directors may be increased or decreased from time to time by the affirmative vote of a two-thirds majority of the members, present in person or by proxy, at any semi-annual meeting or special meeting of the members, provided that the number of Directors shall never be less than three (3). The Directors shall be elected every two years at the Late Summer or Fall meeting of the members or at the adjourned Late Summer or Fall meeting. If the same is not held when provided by these By-Laws, each Director shall be elected to hold the office and serve until the next annual meeting of the members after his election and until his successor shall be elected and shall qualify.

Any vacancy occurring in the Board of Directors shall be filled by vote of the members.

Section 2: Meeting of Directors. The Directors may hold their meetings and have officers and keep the books of the corporation except as otherwise provided by statute, in such place or places in or outside of the State of Pennsylvania as the Board of Directors may from time to time determine.

Section 3: First Meeting. Each newly elected Board of Directors may hold its first meeting for the purposes of organization and the transaction of business, if a quorum is present, immediately after the semi-annual meeting of the members, or adjourned semi-annual meeting of the members and no notice of such meeting shall be necessary.

Section 4: Election of Officers. At the first meeting of the Board of Directors in each year at which a quorum is present, the Board of Directors shall proceed to the election of the Officers of the corporation. No notice or waiver of notice of any such first meeting shall be required or necessary if it is held immediately after either the semi-annual meeting or the adjourned meeting of the members and any and all business of any nature or character may be transacted at such first meeting.

Section 5: Regular Meetings. Regular meetings of the Board of Directors shall be held at such time an place as shall be designated from time to time by Resolution of the Board of Directors. Notice of such regular meetings shall not be required.

Section 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, Vice-President, Secretary or a majority of the Directors then in office. Notice of each special meeting shall be given by any officer of the corporation by mail, e-mail, telephone or personal delivery to each Director at his residence or usual place of business at least two days prior to the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every Director shall be present, even though without notice, any business may be transacted.

Section 7. Quorum. The majority of the Directors then in office shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there is less than a quorum present, the majority of those present may adjourn the meeting from time to time without notice, other than by announcement at the meeting, until a quorum be present or in attendance. The act of majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, except as otherwise provided by law, the Articles of Corporation, or by these By-Laws.

Section 8: Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the President shall preside, and in the absence of the President, the Vice-President shall preside. The Secretary of the corporation shall act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary the presiding officer may appoint any Director to act as Secretary of the meeting.

Section 9: Services. No Director or officer of the corporation shall be required to devote his time or render services exclusively to the corporation. Each Director and officer of the corporation shall be free to engage in any and all other business and activities either similar or dissimilar to the business of the corporation without liability to the corporation. Likewise, each and every Director and officer of the corporation shall be free to act for and serve any other corporation or corporations, entity or entities, whether or not the purposes, business and activities thereof are similar or dissimilar to the purposes, business and activities to this corporation, without breach of duty to this corporation or its members and without liability of any character or description to this corporation or its members. No contract or other transaction of the corporation shall ever be affected by the fact that any Director or officer of the corporation is interested in, or connected with any party to such contract or transaction, provided that such contract or transaction shall be approved by a majority of the Directors present at a meeting of the board of Directors at which such contract or transaction shall be authorized or confirmed

It is provided further that an interested Director shall not cast a vote with regard to the contract or transaction in which he is interested.

Section 10: Committees and Delegations. The Board of Directors may appoint an executive committee or other committees and delegate to such committees any of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation except the power to establish dues or purchase or sell property of the corporation. The Board of Directors shall have the power to prescribe the manner in which the proceedings of the executive committee or other committees shall be conducted. ( ) Any such committee may act by unanimous consent, without a meeting, in the same manner provided by law or provided herein for the meetings of the full Board of Directors.

Section 1: Titles and Terms of Office. The officers of the corporation shall be, a President (who shall be a Director), one ( ) Vice-President, a Secretary, a Treasurer and such other officers. ( ). All officers shall be subject to removal, with or without cause, at any time, by vote of the majority of the whole Board of Directors. A vacancy in the office of any officer shall be filled by vote of the majority of the Directors then in office.

Section 2: Powers and Duties of the President. The President, ( who shall be a Director) subject to the control of the Board of Directors, shall be in general charge of the affairs of the corporation in the ordinary course of its business; he shall act as the Chairman of the Board of Directors, preside at all meetings of the Board of Directors; he may make, sign and execute all deeds, conveyances, assignments, bonds, contracts and other obligations and any and all other instruments and papers of any kind of character in the name of the corporation; and, he shall do and perform such other duties as may from time to time be assigned by the Board of Directors.

Section 3: Vice-Presidents. The Vice- President (who shall be a Director) shall have the usual powers and duties pertaining to his office together with such powers and duties as may be assigned to him by the Board of Directors, and the Vice-President shall have and exercise the powers of the President during that officer’s absence or inability to act. Any action taken by a Vice-President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken.

Section 4: Treasurer. The Treasurer (who shall be a Director) shall have custody of all funds and securities of the corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the corporation in such bank or banks or depositories as shall be designated in the manner described by the Board of Directors; he may sign all receipts and vouchers for payments made to the corporation, either alone or jointly with such officer as is designated by the Board of Directors; whenever required by the Board of directors he shall render a statement of his cash account; he shall at all reasonable times exhibit his books and accounts to any Director of the corporation during business hours; he shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.

Section 5: Assistant Treasurer (Deleted)

Section 6: Secretary. The Secretary (who shall be a Director) shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members in books provided for that purpose; he shall attend to the giving and serving of all notices; he may sign with the President or a Vice-President in the name of the corporation, all contracts, conveyances, transfers, assignments, authorizations and other instruments of the corporation. He shall have charge and maintain and keep such books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any Director upon request at the office of the corporation during business hours and he shall in general perform all the duties incident to the office of Secretary subject to the control of the Board of Directors.

Section 7: Assistant Secretaries. ( Deleted)

Section 8: Director at Large. The fifth member of the Board of Directors shall be elected from the general membership.

Section 1: Subject to the terms of these By-Laws, the Board of Directors shall, from time to time, determine the manner in which the Owners-Members of this corporation may use the facilities of the corporation. No Owner-Member shall be entitled to the exclusive use of any part of the property of the corporation, it being intended that all the members of the corporation have equal rights to use all of the corporation property.

Section 1: The Board of Directors, except as these By-Laws may otherwise provide, may authorize any officer of officers, agent or agents, in the name of and on behalf of the corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or expressly authorized by the By-Laws, no officer or agent or employee shall have any power or authority to bond the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any account.

Section 2: No loan shall be contracted on behalf of the corporation, and no negotiable papers shall be issued in its name unless authorized by the majority vote of the Board of Directors.

Section 3: All checks, drafts and other orders for the payment of money out of the funds of the corporation, and all notes or other evidence of indebtedness of the corporation shall be signed on behalf of the corporation and in such manner as shall from time to time be determined by Resolution of the Board of Directors. Two (2) authorized signatures shall be required for each check, draft or other notes of indebtedness.

Section 4: All funds of the corporation not otherwise employed shall be deposited promptly to an interest bearing account to the credit of the corporation in such banks or other depositories as the Board of Directors may select and for the purpose of such deposit the President, a Vice-President, the Treasurer, the Secretary or any other officer or agent or employee of the corporation to whom such power may be designated by the Board of Directors, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the corporation.

Section 1: Offices. The principal office of the corporation shall be at P.O. Box XXX, Hawley or Tafton, Pennsylvania 184XX (to be determined)

Section 2: Fiscal Year. The fiscal year of the corporation shall be the calendar year.

Section 3: Notice and Waiver of Notice. When ever any notice whatever is required to be given under the provisions of these By-Laws, said notice shall be deemed to be sufficient if given by depositing the same in a post office mail box in a sealed post-paid wrapper addressed to the person entitled thereto at the post office address, as it appears on the books of the corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 1: Adoption. The Board of Directors shall have the power to adopt reasonable rules and regulations for governing the conduct of the members and the use of the Property and Recreational Facilities. Such regulations may be adopted, amended or repealed at any time by the Board of Directors, with notice to the members.

Section 2: Publication. The rules and regulations as adopted, amended or repealed by the Board of Directors shall be mailed to each member and posted at conspicuous places at Sunset Ridge.

Section 3: Violation. Violation of the rules and regulations shall be grounds for temporary suspension of club membership and/or privileges by the Board of Directors after notice to the offending member and reasonable opportunity for the offending member to present any relevant material to the Board of Directors concerning the alleged violation of rules and regulations.

Section 1: Dues. From and after the date assessed by the Board of Directors, dues for each membership shall be payable for the period determined by the Board of Directors at such time or times and in such an amount as may be fixed by the Board of Directors to meet the reasonable needs of the corporation. The corporation shall have the power to levy uniformly annual and special dues as set forth herein. All dues shall be prepaid on an annual basis or paid to the corporation in installments, as may be determined by the Board. Dues shall be assessed on a per lot basis. Dues on unimproved lots shall be assessed at one half ( ½ ) that of an improved lot.

A: Annual Dues. Each year the Board shall consider the current and future needs of the corporation and, in light of such needs, fix by Resolution the amount of annual dues, for purposes other than capital improvements or acquisition, to be levied against each member. Each such annual assessment shall be a debt of the member at the time such levy is made.

B: Special Dues. Special dues may be assessed by the Board of Directors upon a determination of a majority of the Owners-Members that such dues are necessary for capital improvements of the corporation’s property; for purposes related to the health, safety, welfare and enjoyment of the members. No special dues shall be levied without a meeting of members, for which at least ten (10) days written notice shall be given to all members.

Section 2: Notice. The Secretary of the corporation shall mail to each member, at such person’s address of record, written notice of all annual or special dues and fees and the time and manner for payment thereof prescribed by the Board of Directors at least one ( 1) month prior to the time such dues shall become due and payable.

Section 3: Suspension. The corporation shall not be required to transfer a membership on its books, or to allow the exercise of any rights or privilege of membership on account thereof, by any member or any person claiming under him unless and until all dues and charges to which such membership is subject are paid.

Section 4: Enforcement. The amount of any dues and fees (general or special) including interest at ten percent (10%) per annum from the date of delinquency and cost of collection including reasonable attorney’s fees, if any, shall constitute a debt of the person against whom such dues and/or fees were assessed. The corporation may pursue any lawful remedy for the collection of debt against any person owing dues and other charges to it.

Section 1: Right to Transfer. No person shall be permitted to transfer his or her membership or to assign same to another individual, in whole or in part, except by sale of a lot or lots upon which the membership is based.

Section 2: This section is purposely left blank.

Section 1: The By-Laws may be amended by a three-fourths (3/4) vote of the membership.

Adopted this (date).

Code

Underline means a revision

( ) means a section was deleted