View or download the by laws in PDF: By Laws
BY-LAWS OF FARMSTEAD CREEK HOMEOWNERS ASSOCIATION, INC.
ARTICLE 1. APPLICATION AND ORGANIZATION
1.1 The name of the corporation shall be Farmstead Creek Homeowners Association, Inc. (the “Association”).
1.2 Application. These By-Laws are adopted pursuant to the Declaration of Covenants, Conditions and Restrictions of the Farmstead Creek Subdivision (the “Declaration”), and the Articles of Incorporation for this Association (“Articles”). Capitalized terms not defined herein shall have the meanings set forth in the Declaration.
1.3 Members. “Members” of the Association shall consist of the Lot Owners set forth in the Declaration.
1.4 Initial Organization Notwithstanding any provision set forth in these By-Laws to the contrary, the Developer shall designate the initial Board of Directors, consisting of three (3) persons, none of whom must be Members, who shall have all of the rights and powers reserved to the Board under these By-Laws. Such members of the Board, or successors to any of them as designated by Developer, shall continue to serve until the Developer has sold all Lots of the Subdivision or any additions thereto.
1.5 Location. The principal office of the Association shall be at a place as determined by the Board of Directors.
1.6 Notification To Members. Notice or Mail to Members shall be by either USPS first class mail or email.
ARTICLE 2. VOTING, MAJORITY OF OWNERS, QUORUM, PROXIES
(a) Each Lot Owner is a member of the Association and is entitled to one (1) vote for each lot owned. Each lot owned by the Developer is entitled to three (3) votes for each lot.
(b) If a lot is owned by more than one person, the person entitled to cast the vote for the lot shall be designated by a certification signed by all of the record owners of the Lot and filed with the Secretary of the Association. If the owners of a Lot cannot agree on how to vote, such Lot shall lose its vote for the particular item to be voted upon. If a Lot is owned by a legal entity, the person entitled to cast the vote for the Lot shall be designated by a certification of the appointment signed by a duly authorized officer of such entity and filed with the Secretary of the Association. Certificates of appointment shall be valid until revoked or superseded by a subsequent certificate or a change in ownership to the Lot occurs.
( c ) There shall be no cumulative voting.
2.2 Majority of Members.
(a) The term “majority of Members” shall mean those Members holding more than fifty (50) percent of the votes to be cast on the particular matter to be voted upon.
(b) A matter shall be deemed approved if approved by a majority of Members present, either in person or proxy, unless otherwise specified.
Except as otherwise provided in these By-Laws, the presence in person or by proxy of a majority of Members shall constitute a quorum.
Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the appointed time of each meeting.
ARTICLE 3. MEETINGS
3.1 Roster of Members.
The Association shall maintain a current roster of names and addresses of every Member. Each Member shall be given notice of all meetings of Members of the Association. Every Member shall furnish the Association with his or her name and current mailing address. No Member may vote at meetings of the Association until the foregoing information is furnished.
3.2 Place of Meetings.
Meetings of the Association shall be held at such place as is designed by the Board.
3.3 Annual Meeting.
The annual meeting of the Association shall normally be held on the third Tuesday of January of each year or, if the Board determines there is a necessity, the Board may change the meeting date to another day in the month of January. At the annual meeting, one or more members of the Board may be elected by the Members in accordance with the requirements of Section 4.2 of the By-Laws. The Members may also transact such other business of the Association as may properly come before them.
3.4 Special Meetings.
The President shall call a special meeting of the Members if directed by resolution of the Board or upon a petition signed by a majority of the Members and presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths (4/5) of the Members present, either in person or by proxy.
3.5 Notice of Meetings.
The Secretary shall deliver, mail, or email a notice of each meeting, stating the purpose of thereof as well as the time and place where it is to be held, to each Member of record, at the address shown on the roster, at least ten (10) days but not more than thirty (30) days prior to such meeting, unless waivers are duly executed by all Members. The delivery, mailing, or emailing of a notice in this Section shall be considered notice served, and such notice shall be effective upon the date of delivery or mailing.
3.6 Adjourned Meetings.
If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called and no additional notice shall be required.
3.7 Order of Business.
The order of business at all meeting of the Members shall be as follows:
3.7.1 Roll call.
3.7.2 Proof of notice of meeting or waiver of notice.
3.7.3 Reading of minutes of preceding meeting.
3.7.4 Reports of officers.
3.7.5 Reports of committees.
3.7.6 Election of directors (when applicable).
3.7.7 Unfinished business.
3.7.8 New business.
3.8 Parliamentary Procedure.
Except where inconsistent with these By-Laws, meetings of the Association shall be conducted in accordance with the latest revised edition of Roberts Rules of Order.
ARTICLE 4. BOARD OF DIRECTORS
4.1 Number and Qualification.
The affairs of the Association shall be governed by a Board of Directors composed of at least three (3) persons. Subject to the provisions in Section 1.4, two (2) Directors shall be Members or designees of entity Members in a certificate filed with the Association under Section 2.1(b) and the third Director may be a non-Member.
4.2 Election and Term of Office.
Within thirty (30) days after the conveyance of the last vacant Lot by the Developer to an unrelated purchaser, the Board shall call a meeting of the Members to elect three (3) new Directors replacing the Developer appointed Directors. The terms of office of the Directors elected by the Members shall be fixed for two (2) years each from the date of the first annual meeting following the meeting at which such Director is first elected by the Members. Each Director shall hold office until a successor is elected and the successor attends his or her first meeting of the Board.
When more than one Director is to be elected at any meeting, each Member shall cast votes for candidates equal in number to the Directors to be elected; provided, however, that a Member may not cast more than one (1) vote for each Lot owned by the Member for a single candidate. The candidates who are elected shall be those receiving the greatest number of votes, in decreasing order, until the number of directors to be elected have been so elected.
4.3 Powers and Duties.
The Board shall have the powers necessary to administer the Subdivision and Common Areas in accordance with the Declaration, including the power to do the following:
4.3.1 Make and enforce (including enforcement through the establishment of a system of fines) rules and regulations, and amendments thereto form time to time, respecting the operation, use and occupancy of the Subdivision and Common Areas.
4.3.2 Make and collect assessments from the Members in accordance with the provisions of the Declaration, and expend said assessments for insurance, taxes, utility services for and maintenance, repair and operation of the Common Areas as required under the Declaration or for such other purposes as fall within the responsibility of the Association and general powers of the Board.
4.3.3 Approve all building, outbuildings or other structures, swimming pools, fences walls, driveways, tennis courts, light posts, landscaping or other structures or improvements to be constructed, erected, placed or altered on any Lot as the Architectural Control Committee as provided in the Declaration. In so doing, the Board shall be acting as the Architectural Control Committee as required under the Declaration, and the approval process outlined in the Declaration shall be followed by the Board. The initial Architectural Control Committee shall be appointed by the Developer and shall exercise the powers of the Architectural Control Committee as outlined in the Declaration. The Board shall assume the powers of the Architectural Control Committee after the Developer has conveyed the last vacant Lot to an unrelated purchaser.
4.3.4 Execute contracts on behalf of the Association, employ necessary personnel, and carry out all functions and purposes necessary for the operation of the Association.
4.3.5 Satisfy all liens against the Association and pay necessary expenses connected therewith.
4.3.6 Employ a professional property manager, management company or managing agent on a salaried basis to perform such duties as the Board shall authorize including but not limited to the duties listed in this Section.
4.3.7 Perform such other functions as are required by law.
No fee or other compensation shall be paid to any member of the Board at any time except by specific resolution of the Members.
4.5 Reimbursement of Expenses.
Directors shall be entitled to reimbursement of all expenses relating to their activities as Directors.
A vacancy on the Board created by any reason other than removal by a vote of the Members or the resignation of a Developer appointed Director shall be filled by vote of the majority of the remaining Directors, even though they constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
4.7 Removal of Directors.
At any regular or special meeting of the Members duly called, any one or more of the Directors elected by the Members may be removed with or without cause by a majority of the Members and a successor elected by the Members to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting.
4.8 Organization Meeting.
The first meeting of a Board, after one or more Directors is newly elected, shall be held within ten (10) days of such election at such place as determined by the Board at the meeting at which such Directors were newly elected. No notice shall be necessary in order to legally constitute such meeting, providing a majority of the whole Board shall be present.
4.9 Regular Meetings.
Regular meetings of the Board may be held at such time and place as is designated by a majority of the Directors, but at least one such meeting shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each Director personally or by mail, email or telephone, at least three (3) days prior to the day named for each meeting.
4.10 Special Meetings.
A special meeting of the Board may be called by the President on three (3) day’s notice to each Director given personally or by mail, email or telephone which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by the President or Secretary in like manner on the written request of at least two (2) or more Directors.
4.11 Waiver of Notice.
Before or at any meeting of the Board, any Director may waive notice of such meeting in writing and such waiver shall be deemed the equivalent of notice duly given. Attendance by a Director at any meeting of the Board shall also be deemed a waiver of notice. 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.
4.12 Board Quorum.
A majority of the Directors shall constitute a quorum for the transaction of business at all Board meetings. If, at any meeting of the Board, less than a quorum is 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.
4.13 Fidelity Bonds.
The Board shall require that all officers and employees of the Association responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association.
4.14 Liability of Directors and Officers.
No person shall be liable to the Association or Members for any loss or damage suffered by it or them on account of any action taken or omitted to be taken as a Director or Officer of the Association if such person exercised and used the same degree of care and skill as a prudent individual would exercise under the circumstances in the conduct of such individual’s own affairs, or for any action or non-action based upon advice of counsel for the Association or upon statements made or information furnished by Officers or employees of the Association which was reasonably believed to be true. The foregoing shall not be exclusive of any other right or defense.
4.15 Indemnity of Directors and Officers.
4.15.1 Every person who is or was a Director or Officer of the Association (together with the personal representatives and heirs of such person) shall be indemnified by the Association against all loss, costs, damages and expenses (including reasonable attorneys’ fees) asserted against, incurred by or imposed in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which such person is made or threatened to be made a party by reason of service as a Director or Officer, except as to matters resulting in a final determination of negligence or willful misconduct on the part of such Director or Officer. In the event of settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of negligence or willful misconduct in the performance of such person as a Director or Officer in relation to the matter involved, The Association, by its Board, may indemnify in like manner, or with any limitations, any employee or former employee of the Association, with respect to any action taken or not taken as an employee. This right of indemnification shall be in addition to all other rights and defenses.
4.15.2 All liability, loss, damage, costs and expense incurred or suffered by the Association in connection with the foregoing indemnification shall be a common expense; provided, however, that nothing in this Section shall be deemed to obligate the Association to indemnify any Member who is or has been an employee, Director or Officer of the Association with respect to duties or obligations imposed by the Declaration, Articles of Incorporation or these By-Laws due to status as a Member of the Association.
ARTICLE 5. OFFICERS
The principal Officers of the Association shall be a President, Vice President, Secretary and Treasurer, all of whom shall be elected by the Board and serve one (1) year terms. The Directors may appoint an Assistant Treasurer and an Assistant Secretary, and such other Officers as in their judgment may be necessary.
5.2 Election of Officers.
The Officers of the Association shall be elected annually by the Board at its organizational meeting following the annual meeting. Officers shall hold office at the pleasure of the Board.
5.3 Removal of Officers.
Upon an affirmative vote of a majority of the Board, any Officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board, or at any special meeting of the Board called for such purpose.
The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and of the Board. The President shall have all of the general powers and duties which usually vested in the office of President of a not-for-profit corporation, including, but not limited to, the power to appoint committees from among the Members from time to time as appropriate to assist in the conduct of the affairs of the Association.
5.5 Vice President.
The Vice President shall take the place of the President whenever the President is absent or unable to act. If neither the President or Vice President is able to act, the Board shall appoint a Director to serve in such capacity on an interim basis. The Vice President shall also perform such other duties imposed by the Board from time to time.
The Secretary shall keep the minutes of all meetings of the Board and the Association. The Secretary shall have charge of such books and papers as the Board directs and in general, perform all duties incident to the office of Secretary. The
Secretary shall count the votes cast at any annual or special meeting of the Association or Board of Directors.
The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all Association receipts and disbursements. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, in such depositories as designated by the Board.
5.8 Compensation. No Officer shall receive compensation for services rendered the Association unless authorized by a resolution of the Members.
ARTICLE 6. FISCAL MATTERS
6.1 Budget. The Board shall adopt a budget for the operation of the Association at least annually. The budget will contain estimates of the cost of operating the Association and
shall include all common expense items and may include a reserve for capital replacements.
6.2 Assessments. The estimate of common expenses of the Association, in accordance with the provisions of the Declaration, shall be assessed against each Lot in the Subdivision, on an annual basis and paid as determined by the Board provided, however, that Developer shall only be assessed as provided in the Declaration. Assessments shall be levied uniformly among the lots except for special assessments, fines, fees or charges levied on the Lots. If the annual assessment based on the budget proves inadequate, or if special circumstances arise, the Board at any time may levy a special assessment for any purpose for which a general assessment may be levied which special assessment shall be payable in reasonable manner as the Board directs. No Member who is more than thirty (30) days delinquent in the payment of an assessment or installment on as assessment shall be entitled to vote at any regular or special meeting of the Members. If a Member fails to timely pay an assessment or installment, such Member shall bein default and the Board shall take appropriate measures as allowed by the Declaration or at law, including, but not limited to, the filing of a statement of lien in accordance with the Declaration, which statement shall be signed and verified by the Secretary of the Association or any other Office authorized by the Board.
6.3 Depositories. The funds of the Association shall be deposited in such bank(s) or other depositories designated by the Board and shall be withdrawn there from only upon check or order signed by the Officers who shall from time to lime be designated by the Board for the purpose. The Board may elect to require Members to pay assessment imposed by the Board directly to a designate depository. The Board may elect to direct that checks of less than $500.00 for payment of Association obligations, bear only one (1) signature of a designated Officer and that checks for a greater amount bear a signature and counter-signature of designated Officers.
ARTICLE 7. OBLIGATIONS OF THE MEMBERS
7.1 Maintenance and Repair. A Member shall be responsible to the Association and each other Member for any claims, damages or other liabilities arising from the Member’s failure to discharge its obligations under the Declaration. A Member shall reimburse the Association or another Owner on demand for any expenditures incurred in repairing or replacing any part of such other owner’s improvements or the Common Areas damaged by the reimbursing Member, any member of such Member’s family, or a tenant, employee or other user or occupant of the reimbursing Member’s Lot.
ARTICLE 8. AMENDMENTS
8.1 Amendments. These By-Laws may be amended by the Members in a duly constituted meeting for such purpose. No amendment shall take effect unless approved
by at least 60% of the Members present, either in person or proxy.
ARTICLE 9. MORTGAGES, STATEMENT OF UNPAID ASSESSMENTS
9.2 Notice of Unpaid Assessments. Upon twenty (20) business days request by a mortgagee, proposed mortgagee or purchaser who has a contractual right to purchase a Lot, the Association shall furnish a statement setting forth the amount of the then unpaid assessments pertaining to such Lot. If any mortgagee, proposed mortgagee, or purchaser of such Lot, in reliance upon such statement disburses mortgage loan proceeds or expends the purchase price, such mortgagee, proposed mortgagee or purchaser shall not be liable for, nor shall such Lot be subject to a lien which is not properly filed in accordance with law prior to the date of the statement, for any unpaid assessments in excess of the amount set forth in the statement. If the Association does not provide such a statement within twenty (20) business days after such request, then the Association is barred from making claim for any delinquent assessments other than against any such mortgagee, proposed mortgagee or purchaser under a lien properly filed in accordance with law prior to the request for statement.
9.3 Notice to Mortgagee. Any notice required or permitted to be given to any mortgagee pursuant to these By-Laws shall be deemed given if mailed, emailed or delivered to such mortgagee at the address shown in such record and shall be deemed effective as of the date of mailing or delivery.
ARTICLE 10. CONFLICTS
10.1 Conflicts. If any provision of these By-Laws conflict with the Declaration, the Declaration will control.