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(as amended through 9/2004)
ARTICLE 1. NAME, PRINCIPLE OFFICE AND POWERS
The Name of the corporation is CONASHAUGH LAKES COMMUNITY
ASSOCIATION (hereinafter, “Association”)
SECTION 1.2 – Principle Office – The Principle office of the “Association” shall be located in the development known as Conashaugh Lakes, Dingmans Township, Pike County, Pennsylvania.
SECTION 1.3 – Purpose and Powers – The purposes and powers of the Association shall be defined by its Certificate of Incorporation, as amended from time to time, in addition to the powers granted to non-profit corporations by the laws of Pennsylvania.
ARTICLE 2 - MEMBERSHIP
2.1 – Lot Ownership –
All persons/corporations who are owners of lots located in Conashaugh Lakes, as
described in deeds recorded in the Record Office of Pike County, Pennsylvania,
shall be members of the Association. A
Member who is a corporate entity must disclose this fact prior to being placed
on a Committee or the Board of Directors. A
Member shall not resign membership while owning a lot in the development. Membership shall automatically cease when ownership in
Conashaugh Lakes ceases to exist. (9\22\91)
SECTION 2.2 – Membership Privileges – Privileges of Membership shall include:
(a) the right of access to the lots owned by the respective Members over the roads maintained by the Association.
(b) use of the facilities established by the Association for the convenience of its Members.
(c) the use of any recreational facilities owned and maintained by the Association.
(d) the right to petition and vote on all matters requiring Membership vote by law or by these By Laws; and
the right to attend all open meetings of the Association. (9\23\90)
(a) comply at all times with the Rules and Regulations of the Association and these By Laws and to be responsible for the like compliance by all family Members, guests, tenants and invitees.
(b) be responsible for all damages attributable to the Member, his/her immediate family, guests, tenants and invitees, and,
pay all dues, assessments, fines and user fees levied under these By Laws
in a timely manner. (9\23\90)
SECTION 2.4 – Disciplinary Measures
The privileges conferred
in (b), (c), and (d)
of Section 2.2 shall be
revoked automatically if the Member has failed to pay the annual dues and all
prior dues in full. Current
year’s dues must be paid on or before December 1st in any year,
unless the Member is registered in approved payment plan 1-93
by December 1st and currently in accordance with that plan.
Any lawful assessment must be current in accordance with the term of that
assessment. All rights shall be
restored after all defaults have been cured. (9\94)
If a Member, or guest, tenant, or member of the immediate family of a
Member, is determined to have created a nuisance upon any Association property,
or if any intentional action or omission of such individual of such individual
which causes damage or expense to the Association, or if the Rules and
Regulations of the Association are violated by such individual, he/she shall be
subject to the disciplinary measures provided for in the Association’s Rules
and Regulations. (9\23\90)
(c) The remedies provided for in this SECTION 2.4 shall not prevent the Association from exercising any other rights it may have at Law or otherwise.
ARTICLE 3 – MEETINGS
SECTION 3.1 – Annual Meeting – The Annual Meeting of the Association shall be held on the last weekend day in September each year, at a location within Pike County, fixed by the Board of Directors.(9\98) Notice of the Meeting shall be sent via the Association’s official publication. Such publication shall be mailed at least 30 days prior to the Meeting. The business of the Annual Meeting shall consist of:
(a) approval or disapproval of the Board of Directors report for the preceding year, a copy of which shall be mailed to members at least 30 days prior to the Meeting;
(b) the election of Directors;
(c) adoption of the annual budget; and,(d) such other business as may properly come before the Meeting shall be considered upon 30 days written notification to the Membership. (9\94)
SECTION 3.2 – Special Meetings – Special Meetings may be called at any time by the Board of Directors, or by ten percent (10%) of the Members eligible to vote, by their written request to the Secretary stating the purpose of the Meeting and asking the Secretary to set a weekend date for such Meeting no later than 40 days after receipt of such request. (9\23\90)
of Petitions for Special Meetings – Printed names, signatures, lot and
section numbers, and date signed must
be on the Petition. A Petition
shall not be circulated in excess of ninety (90) days: That is, there will be a
ninety day time limit from the date of the earliest signature to the date of
submission of the Petition to the Board of Directors.
Names on petitions must follow standard procedures of one name per lot as
the name appears on the deed. The
status of each petition must be acknowledged within thirty (30) days.
Any person who files a defective petition must be notified within thirty
(30) working days. (9\98).
3.3 – Voting Rights –
All property owners shall be entitled to only one vote whether the property is
owned solely or jointly. All owners may cast only one vote regardless of the number of
lots owned. The property owner
entitled to vote is the property owner whose name appears on the registered deed.
(a) The presence of Members, either in person or by proxy, consisting of 10% of the total number eligible to vote shall constitute a quorum for all purposes.
(b) the majority of the votes cast, in person or by proxy, shall be sufficient to adopt any resolution except as provided in Article 10 for the amendment of these By Laws.
(c) the Board of Directors shall provide proper forms, to be sent with the notice of each Meeting, to permit any Member unable to attend said Meeting to designate a person to exercise his/her proxy.
The proxy shall name a natural person to cast a vote.
A proxy is void if it does not name a natural person. If the proxy is void, the voting rights shall return to the
original party entitled to a vote, and not to the COCA Secretary. (9\98)
(a) hire the Community Manager to whom it shall delegate such duties and responsibilities as it deems necessary;
(b) manage the business and affairs of the Association in trust for the Members;
(c) promulgate Rules and Regulations for the general welfare, health and safety of the Members of the Community;
(d) levy dues, fines, fees and special assessments authorized in the budget and the Rules and
Regulations adopted by the Annual, or a General Meeting (no special assessment being levied unless approved by the Membership at a General Meeting); and,
(e) adopt appropriate procedures to put into effect the provisions of these By Laws.
SECTION 4.2 – Number, Term, Elections –
(a) There shall be 9 Directors who shall constitute the Board of Directors. At each Annual Meeting three Directors shall be elected to serve for a three year term.
(b) Only a Member, or the spouse of a Member, who is entitled to vote and whose name is listed on the registered deed, shall be eligible for election as a Director. Only one member of a household may serve as Director at any one time. (9\98)
(c) If any vacancy shall occur between Annual Meetings, the vacancy shall be filled by the Board of Directors within sixty (60) days. The Director so chosen shall serve until the next Annual Meeting at which time any un-exposed term shall be filled by the general election.
No Director shall serve or be elected to more than six consecutive years
with the exception of the
time appointed to fill a partial term preceding the start of the six years. Those Members may serve
six consecutive years in addition to the appointed term. (9\94)
(e) Any Director ineligible for re-election under (d) of this Section 4.2, shall again be eligible for Election two years after the expiration of his last term (9\87)
(f) Nominations – applications for nominations and petitions must be submitted to the Nominating Committee no later than May 1st, and will be reviewed by the Committee for conformance to the following requirements:
Be currently on the Board of Directors and also in good standing.
(3) A Member in good standing must submit a petition signed by at least thirty (30) Members
in good standing.
(4) The Nominating Committee shall interview all Applicants for the Board of Directors. The
Committee shall not require Petitioners to submit to an interview. (9\98)
After Applicants have completed the nomination process, and after a Petitioner’s petition has been validated, names of the approved nominees, hereafter designated Candidates, will be sent to the Board and then to all Members with the call to the Annual Meeting at least thirty (30) days prior to said Annual Meeting. The Nominating Committee shall be chaired by the most immediate past president of the Association who is not a candidate for election and who is currently on the Board. Otherwise, the Treasurer or Secretary shall be chairperson if not a current candidate for election. If none of the above officers meets the stated criteria then a present Director who is not a candidate for election shall be the Chairperson. No person shall be eligible to serve on the Nominating Committee who is a current Board member, a current candidate for election to the Board, or a spouse of a Board member or candidate for election to the Board.
(g) All individuals nominated for election as Candidate for the Board of Directors, in order to be eligible for the taking of office, upon election, shall have maintained status as a Member in good standing from the date of the nomination until the date of taking office. Any lapse in status as a Member in good standing during such period of time shall disqualify the individual from qualification to sit as an elected Board Member. Thereafter, upon taking office as a Member of the Board of Directors, any Board Member who fails to maintain status as a Member in good standing, shall be immediately disqualified and shall not again serve as a Member of the Board of Directors until and unless the individual is subsequently elected in full accordance with the provisions of this Section and all other applicable Sections of the By Laws. (9\22\91)
4.3 – Resignation by Absence – A Director absent from three (3) meetings in one administrative year shall be deemed to have
resigned and the Board shall fill the vacancy in accordance with SECTION
4.2 (c). At the
discretion of the Board, this provision may be waived in case of a prolonged
illness of the Director. (9\22\91)
Reasons of family illness and inclement weather are also acceptable.
SECTION 4.4 – Recall
(a) The Board, by two-thirds vote, may request a special Membership Meeting, as provided in
SECTION 3.2 of these By Laws, to remove a Director from
office. Such Director shall be
notified of the action to be taken by the Board and given the right to make a
statement in his/her defense. The
call to the Board meeting at which such action is taken must list the action as
an agenda item. (9\18\93)
The Membership may petition the Board to call a Special Meeting, as
specified in SECTION 3.2
of these By Laws, to recall a Director
from office. (9\18\93)
guidelines to be followed as in SECTION
4.6 – Quorum and Voting
– A majority of the Board shall constitute a quorum for the conduct of all
business. All decisions of the
Board shall be by majority vote of those physically present and voting, except
as provided in SECTION 4.4.
The president Officer at the Board meeting shall vote only in the case of
a tie. The meeting shall be closed
to all forms of telecommunications. (9\22\91)
To consider the purchase or lease of real property up to the time an option to purchase or lease the real property is obtained or up to the time an agreement is obtained directly without an option.
To review and discuss Association business which, if conducted in public, would violate a lawful privilege or lead to the disclosure of information or confidentiality protected by law, including matters related to the initiation and conduct of investigations of possible or certain violations of the law and quasi-judicial deliberation.
ARTICLE 5 – OFFICERS
SECTION 5.1 – Officers –
(a) The officers shall be the President, Vice President, Secretary and Treasurer and such other officers as the Board may from time to time create.
(b) At the conclusion of the September Board Meeting, reorganization for the newly elected Board shall take place. Notice of reorganization shall be sent 10 days prior to elected officials. The Board of Directors shall elect the Officers from among its Members. All Officers shall serve a one-year term. No member may serve as President for more than two consecutive terms. (9\94)
(c) If the immediate Past President is not a Director in a year following his term as President, he shall become an ex-officio Member of the Board without voting privileges.
SECTION 5.2 – Duties of President and Vice-President – The President, or if at any time the President be absent or unable to act, the Vice-President, shall:
(a) preside over all Meetings of Members and of the Board of Directors;
(b) along with one other Officer sign all contracts, loans, and other instruments approved by the Board; (9\22\91)
(c) confirm all standing Committees with the approval of the Board; (9\94) and,
(d) have such other powers and duties as are conferred by the Board.
SECTION 5.3 – Duties of Secretary – The Secretary shall keep a record of all Membership meetings and meetings of the Board of Directors, shall be custodian of all legal records and the corporate seal of the Association, and shall report to the Board on all correspondence. The Secretary shall be responsible for the mailing of all Membership meeting notices for meetings of the Board.
SECTION 5.4 – Duties of Treasurer – The Treasurer shall have custody of all Association funds and securities and shall have the responsibility to see that full and accurate records are kept of all income and disbursements for the Association, and shall report to the Board at each meeting on the financial condition of the Association.
SECTION 5.5 – Executive Committee –
(a) The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer.
(b) The Executive Committee shall act on all matters requiring Board approval in the interim period between Board meetings, subject to the limitations in SECTION 8.4. However, all actions of the Executive Committee must be approved by the Board at the next Meeting of the Board.
6 – COMMITTEES
SECTION 6.1 – Appointment – All standing Committees shall meet the 3rd. Saturday in October at the Association office for the sole purpose of reorganization. The Nominating Committee shall be appointed as provided in SECTION 4.2(f) of these By Laws. The President of the Board assigns a liaison, who will preside at the reorganization, to each standing Committee. The liaison develops Committee membership by using a list of previous Members, and an open call to general Membership. The Chairperson for each standing Committee shall be chosen by the Committee Members. Members of standing Committees shall be limited to two Committees. Board Liaison is considered Committee membership for the purpose of this Rule. (9\94)
SECTION 6.3 – Standing Committees – The following shall be the Standing Committees who shall act only as provided in SECTION 6.2:
(a) Design Review to set architectural and building standards for homes in the Community, supervise the review and approval of all building plans for homes in the Community. 9/04
(b) Strategic Planning and Resources to study and recommend plans for the long term growth of the Community. 9/04
(c) Finance – to prepare the annual budget, to review the annual audit, investigate all matters affecting the budget items and direct the investment and insurance program of the Association.
(d) Community Rules and Regulations and By Laws – To develop and establish rules of conduct for the Community and to recommend changes, from time to time, of the By Laws, when and if required.
(e) Recreational – To develop programs of social, athletic and recreational activities and direct the carrying out of any such programs.
(f) Maintenance – To maintain and
supervise the amenities of the Community to assure they remain in good
repair. This shall include
the roads, pool area,
beach areas, tennis courts and all other athletic
or recreational facilities. To conduct
a yearly inventory and equipment condition report; this report shall be
conducted and completed before March 15th by the Community Manager,
Board Liaison, and maintenance staff. (9\98)
(h) Security and Enforcement – To study and develop the methods of providing for Community security and to enforce the Rules and Regulations of this Association.
(i) Environmental – To study and develop programs for maintaining and improving the quality of air, water, and general ecological characteristics of the Community.
SECTION 7.1 – Community Manager – The affairs of the Association shall be administered by a Community Manager, hereinafter referred to as “Manager”, and such personnel as may be, from time to time, authorized by the Board of Directors. The Manager shall be responsible to the Board of Directors for the management of the affairs of the Association, the maintenance of its property, and the execution of the policies and decisions of the Board of Directors. The Manager shall not be a Director/or member.
7.2 – Appointment – The
Manager shall be appointed and bound by a contract between the Manager and the
Board of Directors and serve at the pleasure of the Board. (9\22\91)
SECTION 7.4 – Administration – The Board and its Members shall deal with the administrative service solely through the Manager and shall not give orders to any subordinates of the Manager, either privately or publicly, or to the Manager, except upon instruction and direction of the Board.
8 – FINANCE
8.1 – Fiscal Year – The
Fiscal Year of the Association shall correspond to the Administrative year which
shall be October 1st to September 30th.
SECTION 8.2 – Budget – All expenditures of the Association shall be provided for in the official budget of the Association. Prior to the Annual Meeting, the Finance Committee shall prepare a proposed budget for the next fiscal year, including the amount of dues to be levied for the next fiscal year. This Budget shall be submitted to the Board of Directors for its approval no later than 30 days prior to the issuance of the call for the Annual Meeting. The proposed budget, as approved by the Board, shall be included in the call for the Annual Meeting for discussion. An official budget shall then be adopted by a majority vote of all Members present and entitled to vote at the Annual Meeting.
8.3 – Dues, Fees, Assessments –
Membership dues, fees and assessments shall be fixed as part of the
official Budget adopted at each
Annual Meeting. These shall vary
reasonably between improved, unimproved and additional lots.
“Improved lots” shall mean any lot with a home built upon it.
“Unimproved lots” shall mean all other lots.
“Additional lots” shall mean any lot owned by the same owner
contiguous to an improved lot. (9\87)
SECTION 8.5 – Cash Management –
All funds of the Association shall be invested by the
Treasurer, with the approval of the Board, in Certificates of Deposits or
other instruments that are fully insured, U.S. Government backed and
yield the highest possible interest rate. (9\22\91)
Withdrawal of funds from the Manager’s Account shall require the
signature of any one Officer or the Manager. (9\21\91)
Withdrawal from the Association’s General Operating Account, shall
require signatures of any two Officers. (9\21\91)
Manager to approve payment of all invoices. (9\84)
8.6 – Book and Audit –
(a) All of the books, records and membership lists of the Association shall be kept in the Association offices, open and available for inspection to all Members of the Association. No member may be given a copy of the Membership list without the approval of the Board. Said approval may only be given for non-commercial use and related to the affairs of the Association.
The books shall be audited annually by an independent auditor and the
results of the audit published
in the Associations official Publications.
The Board may order a special audit any time during a fiscal year.
8.7 – Borrowing –
(a) All borrowing to meet operating and capital expenses shall be approved by the Board. No borrowing shall be made to meet operating expenses unless said borrowing can be liquidated by reasonable expectations of receipt of dues, fees and assessments outstanding at the time of such borrowing.
(b) All borrowings to finance capital expenditures shall be approved by the Board at a meeting called for that purpose, by a 2/3 vote of the total Board membership.
No debt to finance capital expenditures shall be authorized which has the
effect of creating interest expense in excess of 10% of the total operating
expense budget of the Association. (9\88)
8.8 – Bonding – All
Officers and employees of the Association shall be bonded for an amount not less
than $50,000 each. (9\94)
ARTICLE 9 – INDEMNIFICATION OF OFFICERS AND DIRECTORS
ARTICLE 10 – AMENDMENTS
SECTION 10.1 – These By Laws may be amended by the Members at the Annual Meeting, or at a Special Meeting called for that purpose.
SECTION 10.2 –
(a) An amendment may be presented for action at a Membership Meeting after having been approved by a two-thirds vote of the Board of Directors present and voting at a Board Meeting.
An amendment may also be presented for action at a Membership Meeting by
a petition signed by at
least 150 Members, all of whom are in good ood standing, having paid all dues and
assessments to date.
SECTION 10.3 – An amendment shall be adopted at a Membership meeting when approved by two-thirds of the votes cast, in person or by proxy.
ARTICLE 11 – PROCEDURE (9\87)
SECTION 11.1 – All Meetings of the Association, its Board of Directors, and its Committees shall be conducted under Robert’s Rules of Order.