to do & see
Amendments to the By-Laws of the
Property Owners Association
2010
Various revisions and updates
throughout
2008
Various revisions and updates
throughout
2007
ARTICLE I
Section
2. “Address. The address of the
corporation’s principal business office is 114
ARTICLE
II
Section
1(a): The following text is deleted:
“…
2005
ARTICLE X
Section 4. All
off-road and all-terrain vehicles (ATVs) are prohibited from use and operation
within the entire community of Wallenpaupack Lake Estates (“WLE”), including
its roads and common areas, except as may otherwise be allowed by vote of the
membership.”
ARTICLE III
Section 3. (a)
(ix) Capital Improvement Fee. The
assessments upon the transfers of the lots, according to such terms and
conditions, and subject to such exemptions, as has been authorized by the
membership. “
2003
ARTICLE III
Section 3. (a)
(i) Annual Assessments Dues and Sewer & Water fees combined into one Annual
Assessment for the calendar year.
1999
ARTICLE V
Section 2. (a)
To restrict certain members of the same family from service as Directors at the
same time.
1998
ARTICLE V
Section 1. (d)
Defining in greater detail the authority of the Board of Directors from making
capital expenditures and committing the Association to debt in certain
circumstances.
1997
ARTICLE IV
Section 3. Clarification to how the number of members
in good standing will be calculated.
ARTICLE V
Section 1. Limits
to capital spending by the Board of Directors a. long term borrowing b. new
capital projects in excess of $150,000.
1993
ARTICLE V
Section 13. All elections to the Board shall be made
on written mailed0in ballot only
ARTICLE VIII
Section 3. (b)
Annual Dues and Sewer & Water assessments will be combined and billed in
four equal payments due the first day of January, April, July and October.
1991
ARTICLE VIII
Section 3. Regarding
assessments for consolidation or subdivided lots.
ARTICLE VIII
Section 5. Collection
of legal fees for litigated matters involving property owners.
1989
June
ARTICLE IV
Sections 6&7 Designation of Directors in uncontested
elections
ARTICLEV
Sections 3&4 Designations of Directors in uncontested
elections
December
ARTICLE II
Sub (d) Limiting
members of Association to Active Members, Tenant Members and Developer Members.
ARTICLE III
Clarifies
powers of the Board. Clarifies the good standing required to use Common Areas.
Deletes special status of F/A. Provides other clarifying amendments.
ARTICLE V & VIII
Limit
power of the Board
Limit
power of Special assessments to general membership and to limit annual
assessment increases to a maximum of 10%
1987
ARTICLE IX
Section 1-10 Indemnification Article entirely rewritten
1986
ARTICLE V
Section 1(o) To stop services who fail to pay
assessments on each and every lot
1985
ARTICLE II
Section 1 Renumbering
subparagraphs from numbers to letters
ARTICLE III
Section 2 Renumbering
subparagraphs from numbers to letters
Section 4 Good
standing amended to include payment of special assessments. Multiple owner
designation
Section 7 Obligation
of membership added
ARTICLE IV
Section 3 Voting
at Special Meeting by Proxy
Section 6 Board
of election rules and ballots preserved
ARTICLE V
Section 3 Board
term commencement
Section 4 Vacancy
director serve balance of unexpired term
Section 5 Nominations
for the Board to be received by April 1st
Section 7 Board
– 2 consecutive term
Section 8 Organization
Meeting
Section 9 Regular
Meeting
Section 10 Special
Meetings
Section 11 Waiver
of Notice
Section 12 Quorum
ARTICLE VIII
Section 2 Liens
not extinguished
Section 3 Conveyances
ARTICLE X
Section 3 Rules
Available
ARTICLE XI
Section 1 Amendment
by proxy
ARTICLE XII
Section 1 Savings
Clause
1984
ARTICLE III
Section 6 Only
FACC may vote
ARTICLE V
Section 6 Meetings
by Conference Telephone added
Section 7 No
Director shall serve more than 2 consecutive terms
ARTICLE VIII
Section 1 Assessments
for constructing amenities, including S & W systems and roads. FACC added
as voting on special assessments
ARTICLE VIII
Section 2 Rate
of interest standard added; costs added
1982
ARTICLE III
Section 2(1) Changed
to “A Developer Member shall also include title for other than personal
residential or recreational use…”
ARTICLE V
Section 5 Added
“The 4th Friday in April will be the last day for receiving
nominations for the Board of Directors.”
Amendments from 2/5/84 to 6/10/89 taken from Attorney
Randle’s notes
1981
ARTICLE III
Section 3 Wording
change to membership fees (deleting reference to $72 per lot) and pro rating
from date of purchase
ARTICLE IV
Section 2 Change of day of week for annual
meeting
ARTICLE VIII
Section 1 Wording change as to assessments
1978
ARTICLE III
Sub. 1. Changed as to type of member
Sub. 2 Changed as to type of member
Sub. 3 Changed as to type of member
Section 3 Changed as to fees of developers
Section 4 Changed as to voting
ARTICLE V
Section 1(h) Added at end “as may be appropriate under
existing PA Non-Profit Corporation Law”
Section 2 Changed as to age of Board members
Section 3 Changed as to term of Board members
ARTICLE VIII
Section 1 Changed to exclude developer and to
include levy of special assessment
Section 2 Changed to include levy of special
assessment
Section 3 Costs of collection elaborated on
effect of sale on assessments owed
*Original By-Laws not dated
By-Laws of
Property Owners Association
As amended June 12, 2010
Index
Article I
Name & Address Page 1
Article II
Purpose Page 1
Article III
Membership & Definitions Page 1
Article IV
Meetings Page 4
Article V
Directors Page 5
Article VI
Duties of Officers Page 10
Article VII
Notice Page 11
Article VIII Power
and Assessments Page 11
Article IX
Indemnification Page 12
Article X
Miscellaneous Page 15
Article
XI
Amendments of By-Laws Page 15
Article XII Savings
Clause Page 16
ARTICLE I
Section 1. Name. The name of
this corporation shall be WALLENPAUPACK LAKE ESTATES PROPERTY OWNERS
ASSOCIATION.
Section 2. Address.
The address of the corporation’s principal business office is
ARTICLE II
Section 1. Purpose. The purpose or purposes of the corporation
are:
(a) To
insure the present and future residential living conditions relating to the
health, safety, public morals, convenience, comfort and beauty of lots in a
development of lands in Paupack Township, 114
Wallenpaupack Drive, Wallenpaupack Lake Estates, Lake Ariel, PA 18436 Wayne
County, Pennsylvania, known as Wallenpaupack Lake Estates WLE;
to regulate, inspect, administer, approve structures and plans for the same,
and obtain compliance generally with the restrictions and conditions as to the
use of all community property and amenities such as, but not limited to,
buildings, roads, rights-of-way, land, access areas, etc., when deeded to the
association by the developer, Wallenpaupack Lake Estates, its successors or
assigns, or any such property obtained by incidental and related activities so
as to carry out the general purposes first herein stated, that this corporation
does not contemplate pecuniary gain or profit, incidental or otherwise, to its
members.
(b) The
term of its existence is perpetual.
(c) That
this corporation is organized upon a non-stock basis.
ARTICLE III
Section 1. Membership. This association shall be owned and operated
by the members thereof, which members shall have and enjoy qualifications,
rights, and privileges as hereinafter set forth.
Section 2. Definition
& Privileges. Members shall be any person, organization, or entity owning a
residential lot of the WLE community.
Generally, members in good
standing shall have the privilege to attend, participate and vote at membership
meetings, and elect directors and otherwise vote as members of the association,
and to become and serve as an association director, officer or
committee-member, and to receive association services and participate in other
association affairs and events, and to use the common facilities and areas of
WLE, subject to criteria, standards, limitations, restrictions, and
qualifications as may be prescribed by law or the Association bylaws or
established by authority of the Board.
Section 3. Membership Fees, Annual Assessments,
and Special Assessments.
(a) Definitions. The following words and phrases, when used in
these By-Laws shall have, unless the context clearly indicates otherwise, the
meanings given to them in this section:
(i) "Annual
Assessments". The dues,
assessments, charges and fees as to each lot representing a share of the costs
(current and future) of operating, maintaining, repairing, constructing and
replacing the roads, clubhouses, community buildings, swimming pools,
Association land and property, the beaches, access areas, water and sewer
facilities/systems and other Association amenities and Common Areas, and for
the supply of water and sewer service, the provision of other services, and the
conduct of Association business and operations.
(ii) "Capital Expenses". Items of expenditure for
the purchase or improvement of real estate, construction, reconstruction or
improvement of Association buildings and structures, and the purchase of
machinery and equipment.
(iii) "Capital Project". A proposal to purchase or
construct a facility of the Association, or to improve or reconstruct
Association buildings or structures.
(iv) "Common Areas". All community property and amenities such as,
but not limited to, buildings, roads, rights-of-way, land, and parking and
access areas, transferred to or acquired or owned by the Association as set
forth in ARTICLE II, Section 1.(a), and the
clubhouses, swimming pools, beaches, water and sewer systems, and other
Association amenities and common elements and areas shown on the recorded PLANS
OF LOTS.
(v) "Covenants". The SCHEDULE "A"
Covenants, Conditions and Restrictions to which the lots in Wallenpaupack Lake
Estates are subject.
(vi) "Fees". The Fees charged to each Active Member,
Tenant Member, or Developer Member for the use of the Association's amenities
and Common Areas, or other purposes, which are in addition to the Annual
Assessments for each lot.
(vii) "Operating Expenses". All of the recurring expenses of the
Association, other than the Capital Expenses or the Capital Project costs.
(viii)
"Special Assessments". Assessments in addition to Fees and Annual
Assessments to meet unbudgeted Operating or Capital Expenses, for a Capital
Project, or for some other purpose approved by a majority of the members
entitled to vote in accordance with ARTICLE VIII.
(ix)
‘Capital Improvement Fee” The assessments upon the transfers of the lots,
according to such terms and conditions, and subject to such exemptions, as has
been authorized by the membership.
(x) “Good standing” in reference to members is that
status, at a given point in time, achieved by Members, whose
lot accounts with the Association (and all of them in the case of members with
multiple lots), are fully paid and whom have paid all current outstanding Fees,
Annual Assessments, and Special Assessments, and interest, late payment fees,
fines, and other charges or fees assessed, charged and imposed upon or to a
member or any of the members’ lots, and whom otherwise have not been
charged and determined responsible for violations of the Association’s rules
and by-laws, the Covenants, or breaches of such standards of conduct and
behavior of a civil society and detrimental to the WLE community.
(b) Membership
Fees and Annual Assessments shall be fixed by the Board of Directors, and the
Special Assessments shall be fixed by the Association in accordance with this ARTICLE,
ARTICLE V, and ARTICLE VII and may vary as to different classes
of members and as to improved and unimproved lots. The single statement of assessments will be
issued for each lot, each year, payable in four (4) equal or as near equal
installments due on January 1, April 1, July 1 and October 1 of that year. The Board may establish discounts or
incentives for full payment of the assessments earlier than due. As set forth in ARTICLE VIII, interest shall
accrue on assessments if not paid within thirty (30) days of the due date.
Section 4. Voting and Common
Area Use. Voting shall be restricted to the Members in good standing, whom may vote at any
membership meeting in person or by proxy, unless the bylaws otherwise provide.
Each Member in good standing shall have
one (1) vote per lot with a
maximum of two (2) votes, regardless of the number of lots owned in excess of
two. In case of joint or multiple owners of a lot
or lots, one owner shall be designated in writing to be the voting member by
the other co-owner(s). If no designation
of the voting member is made, then the first name in alphabetical order shall
be the voting member. The use of Common Areas (except roads & travel
rights-of-way) shall be restricted to Members in good standing, and members
lacking good-standing status may be removed from the Common Areas, cited and
fined and/or otherwise disciplined or sanctioned by the Association for the
violation of such restriction.
Section 5. “Lots” are defined as those real properties plotted
as numbered lots by the original subdivision plans or plats for WLE referred as
sections 1, 2, 3, 4, 5, & 7, as amended, on record with the Recorder's office
for Wayne County, Pennsylvania, as such plans/plats or plotting of lots may
have been altered by the Association or recognized and expressly approved as
such in writing by the Association, or which are subject to the Covenants
appertaining thereto and appurtenant rights of use of the WLE roads and common
areas/facilities, and are otherwise intended as residential lots (regardless
whether such lots are actually improved, developed or used as such); excepting,
however, any such lots owned by the Association and used, physically improved,
otherwise altered, or designated or converted for use other than as a
residential lot.
Section 6. Obligations. The obligation of membership shall be:
(a) To
comply at all times with the rules and regulations, policies, and By-Laws of
the Association, and with the Covenants; and to be responsible for like
compliance by family members, guests, tenants, and invitees.
(b) To
pay all Fees, Annual Assessments, Special Assessments, fines and other charges
levied pursuant to the authority granted in these By-Laws including interest.
(c) To
be responsible for all damages attributable to the member, his or her family,
his or her guests, tenants, and invitees.
ARTICLE IV
Section 1. Place of Meetings. Any meeting of the members of the Association
shall be held in the State of
Section 2. The Annual Meeting. The annual meeting of the Association shall
be held on the 2nd Saturday in June, commencing with the year 1982.
Section 3. Special Meetings of
the Association. Special meetings
of the Association may be called by the Board of Directors at any time in the
manner herein provided. A special
meeting shall be called upon the written signed petition of ten (10%) percent
of the members of the Association who would have the right to vote at such
special meeting. For purposes of
determining whether this 10% standard (ratio) has been achieved, the number of
eligible petitioners shall be proportioned to (divided by) the average number
of members entitled to vote as of the
day of each month of the year immediately preceding the date sixty (60) days
prior to receipt of the petition by the Association. Only those members (signatories to the petition)
entitled to vote as of the date of the Association's receipt
of the petition are eligible petitioners. Voting at a special meeting shall be in
person or by proxy unless these By-Laws provide otherwise.
Section 4. Notice of Meetings of the Association. Written notice of the place, date and hour of
the meeting, and, in the case of the special meeting, the person calling the
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days nor more than fifty (50) 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 published in the
County in the State in which the principal office of the corporation is
located, once a week for three (3) successive weeks next preceding the date of
the meeting.
Section 5. Quorum. A quorum at
either a special meeting or the annual meeting shall be a minimum of ten
percent (10%) of the members entitled to vote at such meeting in person
or by proxy. The vote of a majority of
the votes entitled to be cast at any meeting at which a quorum is present shall
be necessary for the adoption of any matter voted upon by the members, unless a
greater proportion is required hereunder or by law.
Section 6. Voting. Each unit of
membership shall be entitled to vote as provided above. The Board of Directors shall promulgate rules
and regulations governing conditions and administration of the election and the
graphic make up or design of the ballot.
All ballots and election records shall be preserved for a period of three
(3) years. If the number of qualified
nominations for a term of office of the Board of Directors, qualified and
received in accordance with ARTICLE V, Sections 2 and 5 of these
By-Laws, is equal to or less than the number of Directors to be elected or
designated to the term of office, then upon certification by the Secretary that
the nominees are qualified, the Secretary, upon motion of the Board of
Directors, shall designate those qualified nominees as Directors for the said
term of office. In such event, said
designation shall preclude ballots or an election.
Section 7. Order of Business.
(a)
Minutes of previous meeting.
(b)
Reports of Officers.
(c) Reports of Committees.
(d)
Unfinished business.
(e)
Fixing number of Directors to be elected or designated.
(f) Election or designation of Directors.
(g)
Other new business.
(h)
Adjournment.
ARTICLE V
The Directors
Section 1. Powers. The affairs of the Association shall be governed and
administered by the Board of Directors.
They shall have full power and it shall be their duty to carry out the
purpose of the Association, according to its Articles of Incorporation, By-Laws
and Rules. In addition to and not in
limitation of the powers granted the Board of Directors by law, they shall have
these powers:
(a) To sue or defend suit in the Association name.
(b) To have a seal, which
may be altered at pleasure, and to use the same in any proper manner.
(c) To purchase, take, receive, lease as lessee,
take by gift, or bequest, or by devise, or otherwise acquire and to own, hold,
use and otherwise deal with any real or personal property or any interest
therein, situated in or out of this Commonwealth, which may be necessary and
proper.
(d) To borrow money, enter into long
term contracts, issue its notes, bonds or other evidences of debt, for money or
labor done, or money or property actually received, and to secure any of its
obligations by mortgage, pledge, security agreement, or deed of Trust of any of
its property franchises and income. All
long term contracts, commitments or borrowings, both internal and external, of
$100,000.00 or more shall be approved by vote of the membership.
This
initial cap amount, and each successive adjusted cap amount, shall be annually adjusted upward based on the Social Security "Cost
of Living Adjustment" (COLA) index.
In any event, the cap amount in effect for any given transaction shall
not be less than $100,000.00 commencing in 1997.
As
used herein, "long term" means in excess of one year. These long term transactions shall be fulfilled
or terminated by the Association within one year and cannot be rolled over
annually to avoid the cap amount in effect for the transaction.
(e) To elect or appoint and remove officers and
agents of the Association, and to define their duties and fix their
compensation.
(f) To purchase, take by gift or bequest or
otherwise acquire and to hold shares, bonds, securities or other evidences of
debt of any other person or corporation and to exercise all rights and
privileges of such ownership, subject to limitations imposed by laws.
(g) To make transfers, in trust of its property and
assets, make contributions and donations for the public welfare, charity,
religious, scientific or educational purposes.
(h) To grant allowance, pensions and
death benefits to its officers, directors, or employees, as may be appropriate
under existing Pennsylvania Non-Profit Corporation Law.
(i) To appoint
policemen.
(j) To determine whether the conduct of any member
violates any rules or By-Laws of the Association, and if so, to fix the penalty
for such violation.
(k) To appoint committees and define
their duties.
(l) To promulgate rules and regulations for the
conduct of the affairs of the Board and of the Association and the activities
and conditions within the WLE community
(m)
To fix the time and place of all meetings of the membership.
(n)
To establish, levy, assess and enforce rates, membership Fees, Annual
Assessments, fines, and interest, for community services, including, but not
limited to, water or sewage systems, and other Common Areas, and for common
expenses and to enforce Special Assessments by the Association, but not for any
other purpose, except upon approval of a majority of the members in good
standing entitled to vote which approval to be at a meeting for which notice thereof had stated the
substance of the proposed levy, assessment, rate, charge, or Special
Assessment. The Board of Directors may
not increase the Annual Assessments in excess of ten (10%) percent of the
Annual Assessments assessed the previous year, or impose any new Fees except
upon approval of a majority of the members in good standing entitled to vote at a meeting for which notice
thereof had stated the substance of the proposed levy, assessment, rate,
charge, or Special Assessment
(o) To stop the services to any member,
including any member who owns more than one lot, who fails to pay the proper
rates or the proper levy or assessment set forth in ARTICLE III, ARTICLE V,
or ARTICLE VIII on each and every lot, and to suspend the membership
privileges of such member.
(p) All new capital projects (excluding
repair, including improvement, replacement or reconstruction of existing
Association buildings, structures, machinery and equipment) in excess of
$150,000.00 in direct costs shall be approved by vote of the membership. Bids
shall be solicited for such capital projects. The Board may refuse any and all
bids
This
initial cap amount, and each successive adjusted cap amount, shall be annually
adjusted upward based on the Social Security "Cost of Living
Adjustment"" (COLA) index. In
any event, the cap amount in effect for any given capital project shall not be
less than $150,000.00 commencing in 1997.
(q) The Board of Directors shall hire the General Manager. The Board of Directors shall not hire an outside managing agency or management agent, whatever the form, without the approval by a vote of the membership.
(r) A Finance Committee of three members shall be
appointed by the Board upon qualifications as determined by the Board in
its sole discretion, for a three year term
commencing from the time of the committee
member’s appointment following the annual reorganization of the Board. The committee members shall serve until their
successor is selected. The committee
members’ terms shall be staggered, so that only one committee member’s term commences and expires
in each year of the 3-year term --- the initial terms of the committee-members
shall commence in 2010 as follows: one committee
member shall be selected for a one-year term which expires in 2011; one committee
member shall be selected for a two-year term which expires in 2012, and the
other committee member shall be selected for a
three-year term which expires in 2013; successive terms . The Committee shall report
to and advise the Board, on such matters as is assigned within its purview by
the Board. The members of this committee must be
members in good standing of this Association. If a committee of qualified
appointed members can not be organized, the Board may operate without a Finance
Committee.
Section 2. Number and Qualification of Directors. The Board of Directors shall consist of
seven (7) natural persons at least eighteen (18) years of age who are also
Active Members in good standing of the Association at the time their candidacy
for the said Board is announced and thereafter.
(a)
Only one family member may serve on the Board
of Directors at any given time. No immediate family member is eligible for, or
to serve on, or be appointed to, the Board of Directors while a family member
is on the Board and/or will continue to be on the Board. Immediate family
includes: spouse, father, mother, brothers, sisters, sons, daughters, spouses and
domestic partners of the
immediate family.
(b) Director election
nominees shall be members in good standing.
(c) An Association member
shall not qualify for more then one nomination for any election of
directors,
regardless of the number of lots owned.
(d) Any member in good
standing shall be limited to nominating one directorial candidate per
election,
regardless of the number of lots owned.
(e) A nominating review
committee composed of three members shall be established for each
directorial election, which
shall ascertain the candidates’ acceptance of any nomination and their
good-standing membership status and to otherwise examine, vet and qualify
candidates for nomination. Resumes, which may consist of some educational and
work and civic experience, tributes and accomplishments, and skills, of the
nominees shall be presented to the nominating committee. The Board may
establish applications, authorizations, rules, regulations and procedures for
candidate qualification and confirmation of directorial nominations.
Section 3. The
initial Board of Directors shall serve for a term of three (3) years. From and after the annual meeting of June,
1980, all elected or designated Directors shall serve for a term of three (3)
years, which term shall commence immediately following the adjournment of the
annual meeting at which they were elected or designated.
Section 4. Vacancies
on the Board of Directors may be filled by a person elected by majority
of the remaining members, though less than a quorum; and each person so elected
shall serve until a successor is elected by the members at their next annual
meeting or at a special meeting called for that purpose, or designated in
accordance with ARTICLE IV, Section 6, and each person so elected or
designated shall be a director to serve for the balance of the unexpired term.
Section 5. The 1st
day of April at 4:30 p.m. shall be the last day for receiving nominations for
the Board of Directors. Any member in good standing seeking nomination or being
nominated shall submit a resume for their intent to seek election as a
director. The resumes shall be published by the Association. If the 1st day of April falls on a Sunday or a
holiday without mail delivery, then the following day of mail delivery at 4:30
p.m. shall be the last day for receiving nominations for the Board of
Directors.
Section 6. Meetings by Conference Telephone. One or more directors or the entire Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear and speak to each other.
Section 7. No
Director shall serve more than two (2) consecutive three (3) year terms,
however, after one (1) year two (2) years he/she may be elected and again serve two consecutive three
(3) year terms.
Section 8. 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 a President and such corporate officers as provided in the
By-Laws.
Section 9. Regular Meetings.
Regular meetings of the Board of Directors shall be held at
Wallenpaupack Lake Estates at such time 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 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
record of voting at such meetings.
Section 10.Special Meetings. Special meetings of the Board of Directors
may be called by the President or Secretary 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. If the President or Secretary determines that
immediate action is necessary, then the President or Secretary may call a
special meeting in like manner and upon immediate notice.
Section 11.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
said Director, of the time and place thereof.
If all Directors are present at any meeting of the Board, no notice
shall be required and any business may be transacted at such meeting.
Section 12.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 meeting 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. This
does not waive any requirement for a quorum to be present to conduct business
at any adjourned meeting.
Section 13. Election of Directors.
All elections to the Board shall be made on written ballot which shall:
(i)
Be delivered so
that they are received, at the Association’s primary administrative office, no
later than the end of the business day of the day before the Annual Meeting date,
for which the members are solely responsible;
(ii)
Describe the vacancy to be filled; and
(iii)
Set forth the names of those persons who have become candidates for the office
of Director.
(iv) In the event of a tie
vote amongst the candidates for the remaining undetermined seats eligible for
the election, such candidates will seek to resolve the election impasse among
themselves during the meeting, but the result must be that only one candidate
will accede to each of the eligible
elective positions. If an amicable solution between them is not attainable,
there will be a run-off election of only those candidates for the eligible
seats in dispute by re-vote of all members entitled to vote and present in
person or by proxy, at the Annual Meeting.
Such
ballots shall be issued by the Association, by mail or for delivery, to each member entitled to vote, at
their address then on record with the Association.
The
completed election ballots shall be returned to the Association as
follows: Each ballot shall be placed in
a sealed envelope 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 procedures hereinafter set forth, the
inclusion of more than one (1) ballot in any one "Ballot" envelope
shall disqualify the return. The
verification envelope shall bear on its reverse side the name of the member, the
lot and section number or WLE address for which the election ballot is
submitted, and such other information from the member as the Board may
determine will serve to establish the members’ right to cast votes presented by
the ballot contained therein. The
ballots shall be returned so that they are physically available to the Election
Committee at the Association's primary administrative office address no later
than the end of the business day of the day before the meeting date.
Upon
receipt of each return, the unopened verification envelope shall be marked on
the reverse thereof by a member of the Association's staff with the amounts
owed, if any, by the member, a notation made as to receipt of ballot from that
member on a Registration Sheet, and then immediately placed in a safe or locked
place until the day fixed by the Board for the counting of such ballots. On that day, the verification envelopes
containing the "Ballot" envelopes shall be turned over, unopened, to
the Election Committee consisting of the Election Chairperson and his
committee.
The
Election Committee shall be responsible for verifying:
(i) That the
information marked on the verification envelope is accurate; and
(ii)
That members for whom a voting ballot has been submitted are 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
opened and proxies, etc., tallied, without opening the ballot envelope at this
time, which ballot envelope shall be put to one side, not in any order. After the opening and counting necessary of
the contents of the verification envelopes, the Election Committee shall then
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 will 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.
All
ballots shall be retained for a period of three (3) years.
All election ballots shall be available for an
independent audit, by a certified public accounting firm or otherwise, upon
request of unsuccessful candidates or voting members. The results of all ballot
counts and vote tallies, if available, shall be published by the Association.
Section 14.
Directors shall not vote for or assent to any Association business,
contracts, or transactions in which they are interested, or have a direct or
indirect financial interest, or in which they have such interest or any
relationship with the person or organization that is a party to or beneficiary
of such business, contracts, or transactions. Directors shall fully
disclose all of such interests and relationships to the Board,
before Association business, contracts, or transactions are proposed for
Board consideration and action. A director's non-compliance with this provision
shall not operate to void, nullify, invalidate, negate, cancel, terminate, or
rescind the Association business, contract, or transaction, although the Board
may act to do so consistent with its power. If there is an insufficient number
of disinterested directors as declared by the directors, for a quorum or action
to be taken, in compliance with this bylaw and otherwise, then the Board may
delegate authority to a Conflict Committee comprised of five disinterested
members in good-standing of the Association to consider and approve the
subject business, contract, or transaction.
ARTICLE VI
Duties of Officers
Section 1. The
President shall be the chief executive officer; the president shall preside at all meetings of
the members and Directors; the president
shall have general and active management
of the business; the president shall see that all orders and resolutions of the
Board of Directors are carried out; the president shall execute all bonds,
mortgages, and all contracts, affixing the corporate seal thereto; the
president shall have general superintendence and the direction of all other
officers and see that their duties are properly performed; the president shall
submit a report of the operations of the Association for the fiscal year to the
Board of Directors and members at their annual meeting; and from time to time
shall report to the Board of Directors all matters within his knowledge that
may affect this Association; the president shall be ex officio a member of all
committees and shall have the powers and duties and management usually vested
in the office of President in a corporation; except for executive and other
committees of the Board, the president shall establish and appoint all
committees and appoint the chair of all committees, subject to the Board’s assent and unless herein otherwise
provided.
Section 2. The
Vice-President shall be vested with all the power and shall perform all the
duties of the President during the absence of the latter and shall have such
other duties as may, from time to time, be determined by the Board of
Directors. The Board may appoint
secondary Vice-Presidents. In the event that the President shall be absent for
an meeting (board or membership), or part thereof, the Vice-President and then
any subordinate Vice-Presidents in the order of their designated priority,
shall preside; and, in their absence then the Secretary shall preside, followed
by the Treasurer, and any present director as the Board then selects.
Section 3. The
Secretary shall attend all sessions of the Board of Directors and all meetings
of members and act as a clerk thereof; and shall record all votes and minutes
of all proceedings in a book to be kept for that purpose; shall, when required,
perform a like service for all standing committees; shall send notice of all
meetings to the members of Board of Directors; and shall perform such other
duties as may be prescribed by the Board of Directors or the President under whose
supervision he the Secretary shall be and the Secretary shall be the custodian
of the corporate seal and all of the books and records of the Association,
except as may be otherwise provided.
Section 4. The
Treasurer, under the direction of the Board of Directors, shall have charge of
the funds of this Association and shall deposit the same in the name of this
Association in depositories designated by the Board of Directors; the Treasurer
shall pay all the vouchers or orders properly attested by the President and
Secretary; and shall make a complete and accurate report of the finances of
this Association at each annual meeting of the members, or at any other time
upon request, to the Board of Directors, and shall be the Chairperson of
the Finance Committee
ARTICLE VII
Notice
Section 1. All
notices to members, members of the Board of Directors or committee members, shall be mailed by regular mail, to their addresses
as registered with the Association Office.
ARTICLE VIII
Powers and Assessments
Section 1. Power of Assessment and Amount Thereof. The Association by
the Board of Directors shall adopt and promulgate Annual Assessments against
the lots and the owners thereof, which assessment shall be used to defray the
costs of operating, maintaining, repairing, constructing and replacing the
amenities and Common Areas, including sewer and water systems and roads, and
other costs and expenses incurred by the Association including salaries; and,
in achieving and furthering its purpose, the Association may, by its Board of
Directors, increase the Annual Assessments, subject to the ten (10%) percent
limitation of ARTICLE V, Section 1.(n).
Section 2. Special Assessments by the Association. The Board of Directors shall, by majority
referendum of those Active Members in good standing entitled to vote, also be
empowered to levy a special assessment for a purpose to be approved by a
majority of the members voting.
Section 3. Payment of Annual Assessments and Special Assessments. The charges or assessments levied by the
Association as provided herein and in ARTICLE III and ARTICLE IV
shall be paid to it on or before the date fixed by resolution of the
Board. Written notice of the charge or
assessment and the date of payment shall be sent to the owner of each lot at
the address last given by such owner to the Association. If any charge or assessment levied against
any lot, or a fine, shall not be paid when due, the charge or assessment and
fine shall be of record as of such due date and shall remain a lien against the
lot until paid in full. The Board and the Association may bring such
action as it shall determine appropriate at law or in equity, by way of
foreclosure of such lien or otherwise, to collect the amount of said charge or
assessment, including interest at a rate fixed by resolution of the Board which
rate does not exceed 15%, costs of collection, including
court and sheriff's costs, administrative costs, and reasonable attorneys' fees
to be billed at current acceptable and reasonable rates, accepted by resolution
of the Board. The sale or transfer of
any lot either voluntarily or involuntarily, including Tax Sales or Judicial
Sales, shall not extinguish any lien for charges or assessments provided for
herein, except discharges of any lien pursuant to the bankruptcy laws of the
United States.
No
subdivision, re-subdivision, or consolidation of a lot or lots shall remove the
obligation and the responsibility for the payment of any dues, assessments,
fines or other charges levied by the Association or the Board of Directors, on
a per lot basis. Nothing in this
paragraph shall be construed to allow by implication or otherwise, the
subdivision, re-subdivision, or consolidation of any lot or lots.
Section 4. Voluntary and Involuntary Conveyances.
(a) The sale or conveyance of a property between
parties shall be recorded with the Association office together with a copy of
the Agreement of Sale prior to conveyance and the Deed of conveyance
thereafter, subject to the prior payment of all delinquent accounts,
assessments and other charges up to the date of transfer.
(b) The grantor and grantee of such
property in a voluntary conveyance and the previous owner and the grantee in an
involuntary conveyance, including Tax Sales or Judicial Sales, shall be jointly
and severally liable for all unpaid assessments and other charges pertaining to
said property up to the date of conveyance, and the grantee shall be solely
liable for all assessments and other charges after the date of conveyance.
Section 5. The Board
and the Association may bring such action against any member or lot owner as it
shall determine appropriate at law or equity to enforce any legal right or
power it may have, including but not limited to, those set forth within these
By-Laws and the Schedule "A" Covenants. The Board and the Association may defend any
action at law or equity brought by a member or lot owner against them. Should the Board or the Association be
successful in the prosecution or defense of any action set forth above, the Board
or Association shall collect, and the member or lot owner shall pay, all Court
costs and reasonable attorneys' fees incurred by the Board or Association for
such action.
ARTICLE IX
Indemnification
Section 1. Third Party Actions Indemnification. Pursuant to Title 15, Section 7741, of the
Pennsylvania "Nonprofit Corporation Law of l972", as amended, the
Association shall have power to indemnify any person who was or is a party to
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a representative
of the Association, or is or was serving at the request of the Association as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement, actually and reasonably incurred by him
or her in connection with such action, suit or proceeding, if he or she acted
in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Association, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Section 2. Derivative Actions Indemnification. Pursuant to Title 15 Section 7742, of the
Pennsylvania "Nonprofit Corporation Law of l972", as amended, the
Association shall have power to indemnify any person who was or is a party to,
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Association to procure a judgment in
its favor by reason of the fact that he or she is or was a representative of
the Association, or is or was serving at the request of the Association as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Association and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to
the Association unless and only to the extent that the Court of Common Pleas of
Wayne County or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Common Pleas of
Wayne County or such other court shall deem proper.
Section 3. Mandatory Indemnification.
To the extent that a representative of this Association has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 or Section 2 or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
Section 4. Standard of Care and Justifiable Reliance.
(a) Director as Fiduciary. A Director of the Association shall stand in
a fiduciary relation to the Association and shall perform his or her duties as
a Director, including his or her duties as a member of any committee of the
board upon which he or she may serve, in good faith, in a manner he or she
reasonably believes to be in the best interests of the Association, and with
such care, including reasonable inquiry, skill and diligence as a person of
ordinary prudence would use under similar circumstances. In performing his or her duties, a Director
shall be entitled to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by any of the following:
(1) One or more officers or employees of the
Association whom the Director reasonably believes to be reliable and competent
in the matters presented.
(2) Counsel, public accountants or other
persons as to matters which the Director reasonably believes to be within the
professional or expert competence of such person.
(3) A committee of the board upon which he
or she does not serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the Director reasonably
believes to merit confidence.
A
Director shall not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.
(b) Consideration of Factors. In discharging the duties of their respective
positions, the Board of Directors, committees of the board and individual
Directors may, considering the best interests of the Association, consider the
effects of any action upon employees, upon suppliers and customers of the
Association and upon communities in which offices or other establishments of
the Association are located, and all other pertinent factors. The consideration of those factors shall not
constitute a violation of subsection (a).
(c) Presumption.
Absent breach of fiduciary duty, lack of good faith or self-dealing,
actions taken as a Director or any failure to take any action shall be presumed
to be in the best interests of the Association.
Section 5.
Personal Liability of Directors:
(a) General Rule:
The Directors of the Association shall not be personally liable for
monetary damages as such for any action taken, or any failure to take any
action, unless:
(1) The Director has breached or failed to
perform the duties of his or her office under Section 4 hereinabove and Section
8363 (relating to director's standard of care and justifiable reliance) of the
Directors' Liability Act, Title 42, Judiciary and Judiciary Procedure, of the
Pennsylvania Consolidated Statutes, as amended; and
(2) the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.
(b) Exception: The provisions of Section 4 of this Article
shall not apply to:
(1) the responsibility
or liability of a Director pursuant to any criminal statute; or
(2) the liability
of a Director for the payment of taxes pursuant to Local, State, or Federal
law.
Section 6. Procedure for Effecting Indemnification. Pursuant to Title 15, Section 7744, of the
Pennsylvania "Nonprofit Corporation Law of l972", as amended, unless
ordered by a court, any indemnification under Section 1, Section 2, Section 4
and Section 5 of this ARTICLE IX shall be made by the Association only
as authorized in the specific case upon a determination that indemnification of
the representative is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in such sections. Such determination shall be made:
(a) by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding;
(b) if such a quorum is not obtainable,
or, even if obtainable[,] a
majority vote of a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion; or
(c) by members of this
Association.
Section 7. Non-exclusivity and Supplementary Coverage.
(a) General Rule.
The indemnification and advancement of expenses provided by or pursuant
to Section 1, Section 2, and Section 3, or any other provisions of law
providing for indemnification or advancement of expenses applicable to any
nonprofit corporation shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of members or Directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding that office.
The provisions of Title 15, Section 7728, of the Pennsylvania
"Nonprofit Corporation Law of 1972", as amended, (relating to
interested directors quorum) or corresponding provisions of law applicable to
any nonprofit corporation shall be applicable to any by-law, contract or
transaction authorized by the Directors under this section. This Association may create a fund of any
nature, which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification obligations,
whether arising under or pursuant to this section or otherwise.
(b) When Indemnification is not to be
made. Indemnification pursuant to
subsection (a) shall not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
(c) Grounds.
Indemnification pursuant to subsection (a) under any by-law, agreement,
vote of members or Directors or otherwise, may be granted for any action taken
or any failure to take any action and may be made whether or not the
Association would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the Association.
Section 8. Payment of Expenses.
Expenses incurred by an Officer, Director, employee or agent in
defending a civil or criminal action, suit or proceeding may be paid by the
Association in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Association.
Section 9. Rights to Indemnification.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this ARTICLE IX shall continue as to a person who has
ceased to be a Director, Officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such person.
Section 10. Power to Purchase Insurance.
Pursuant to Title 15, Section 7747, of the Pennsylvania "Nonprofit
Corporation Law of 1972", as amended, the Association shall have power to
purchase and maintain insurance on behalf of any person who is or was a
representative of the Association, or is or was serving at the request of the
Association as a representative of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Association would have the power to
indemnify him or her against such liability under the provisions of the said
Indemnification subchapter.
ARTICLE X
Miscellaneous
Section 1. A
member may not be privileged to resign or transfer his membership, so long as
he continues to own or control property in the community development.
Section 2. All rules
and regulations of the Association shall be published and made available to the
members of the Association upon request.
Section
3. All off-road and all-terrain vehicles
(ATVs) are prohibited from use and operation within the entire community of Wallenpaupack Lake Estates (“WLE”), including
its roads and common areas, except as may otherwise be allowed by vote of the
membership.
Section 4. The Wallenpaupack
Lake Estates Public Safety Department shall not be permitted to carry and/or
bear firearms on Wallenpaupack Lake Estates property while in performance of
their duties.
Section 5. No members,
without Association approval, shall use the Association logo, name or insignia,
or any duplication, facsimile or similarity thereof, for any deceptive purpose,
or commercial purposes, or other purpose not in the interest of the
Association’s membership, any such use shall conspicuously identify its users.
The Association’s office addresses shall not be used deceptively or for
deceptive purposes.
ARTICLE XI
Amendment
Section 1. These
By-Laws may be amended only by majority vote of the members present or by
proxy, at a regular or special meeting of the Association, provided notice of
the purpose of the proposed amendment has been stated in the call of the meeting.
ARTICLE XII
Savings Clause
Section 1. In the event that any section or
part thereof of these By-Laws shall be found by a court of competent
jurisdiction to be invalid or unconstitutional, all other remaining sections
shall remain in full force and effect.