By Laws of Beech Mountain Lakes
BEECH MOUNTAIN LAKES ASSOCIATION. INC.
ARTICLE I. The Association
ARTICLE II. Definitions
ARTICLE III. Association Membership and Voting
ARTICLE IV. Meetings of the Membership
ARTICLE V The Board of Directors
ARTICLE VI The Officers
ARTICLE VII Finances and Assessments
ARTICLE VIII Amendments to the By-Laws
ARTICLE IX Notices
ARTICLE X Indemnifications
ARTICLE XI Liability Survives Termination of Membership
ARTICLE XII Rules and Regulations
ARTICLE XIII Declaration Incorporated by Reference
ARTICLE XIV Miscellaneous
1.1 Beech Mountain Lakes Association, Inc. (herein the Association) is a Pennsylvania nonprofit corporation, the membership of which are all Owners of Interests in the Beech Mountain Lake Development. The Association is successor to the Four Seasons Property Owners Association, all as is provided in the Declaration of Protective Covenants, Exceptions, Reservations and Conditions for Beech Mountain Lakes, as amended and supplemented, and as recorded in the Office for the Recording of Deeds in and for Luzerne County, Pennsylvania (herein the "Declaration").
2.1 The terms used herein shall have the meanings specified in the Declaration and, where applicable, as specified in Section 1.1 hereof and in this Article.
The following terms shall have the following meanings, unless the context clearly otherwise requires.
"Household" means one or more persons, each related to the other by blood, marriage or legal adoption or a group of not more than three (3) adult persons, not so related, who in each instance, regularly and customarily reside together in the same home as a principal resident.
"Unit II Community" means that certain property added to the Development, as provided in the Declaration, as amended and supplemented. å
Association Membership and Voting.
3.1 Member defined
3.4 Heirs defined
3.10 Quorum defined
3.2 Transfer of ownership, either voluntary or by operation of law, shall terminate membership in the Association, whereupon such membership shall become vested in the transferee. For purposes hereof, transfer of ownership shall occur upon the transfer of title to any Interest in real property within the Development, as recorded in the Office for the Recording of Deeds in and for Luzerne County, or upon transfer of any Interest in a Membership Certificate, as provided in the Declaration, applicable Community Declaration, or any rules and regulations applicable to such Membership Certificate. å
3.3 When a Member ceases to be an Owner, such person's membership shall cease, but such person shall remain liable for all Assessments or other obligations incurred pursuant to provisions of the Declaration and any applicable Community Declaration prior to termination of such ownership and prior to written notice to the Association that such person is no longer an Owner. å
3.4 Each Owner, and the Owner's respective heirs, administrators, successors and assigns shall, by reason of such ownership, be deemed a Member of the Association. If not otherwise a Member, each of the following persons shall be entitled to all rights and privileges of membership in the Association, other than the right to vote:
(a) the spouse and minor children, or any other persons constituting the Household of an Owner;
(b) guests of an Owner, lessees of any Unit and guests or business invitee of Declarant; and
(c) timeshare exchange guests.
If ownership of any Interest is vested in more than one person or other entity, then such Owners shall designate the person authorized to act on behalf of the Owners with respect to attendance at meetings, exercise of the right to vote and the exercise of other similar rights with respect to membership in the Association. å
3.5 Subject to the rights retained by the Declarant under the Declaration, voting rights of the Members of the Association shall be vested exclusively in Delegates appointed or elected on behalf of each Community. Each Community shall be represented by three (3) Delegates. Delegates shall be elected or appointed annually on behalf of each Community. The procedure for election or designation of Delegates and the removal thereof shall be as set forth in the applicable Community Declaration. With the exception of the Initial Delegates, each Delegate shall be an Owner of his Unit within the Community he represents; provided, however, that in no event shall any two or more co-owners of the same Unit both serve as Delegates from the same Community concurrently. If a Delegate ceases to be an Owner of his Unit within the Community he represents, he shall be deemed to have resigned as a Delegate. å
3.6 The Initial Delegates representing the Quail Hollow Community and the Initial Delegates representing the Unit I Community shall be the persons so appointed by the Declarant. The Initial Delegates representing the Unit II Community shall be the persons so appointed by the Declarant, or otherwise appointed or elected as provided in the Unit II Community Declaration. å
3.7 The Board of Directors of the Quail Hollow Village Association shall, on or before December 31 of each year commencing with the year following appointment of the Initial Delegates, appoint three (3) persons to serve as Delegates representing the Quail Hollow Community, as provided in Section 6.6 of the Declaration. Upon such appointment, the Board of Directors of the Quail Hollow Village Association shall provide written notice to the Board of the names and addresses of the persons appointed to serve as Delegates representing the Quail Hollow Community. å
3.8 The Board shall call and conduct annually a meeting of the Owners of record within each Community, where no Community Association has been formed, for the purpose of election of three (3) persons to serve as Delegates representing such Community. The election shall be held by written ballot and proxy voting shall be authorized. å
A slate of nominees shall be made by the Delegates representing such Community for the current year and transmitted to the Board; notice thereof shall be provided by the Board to all Owners within such Community at least sixty (60) days prior to the annual meeting. Additional nominations may be made by three or more Owners within such Community, by a written notice filed with the Board at least thirty (30) days prior to the Annual Meeting. The election of Delegates to represent the Unit I Community shall be held on or before December 31 of each year commencing with the year following appointment of the Initial Delegates by the Declarant. The appointment or election of Delegates to represent the Unit II Community shall be held as provided in the Unit II Community Declaration, or in the absence of any such provision as provided herein. å
3.9 Election of the Delegates to represent a Community, where no Community Association has been formed, shall be as provided in the applicable Community Declaration. Unless otherwise provided therein, the Board shall conduct the election by mailed ballot prior to the annual meeting of the Owners within the Community, and shall determine the manner in which votes are to be cast as follows:
(a) Each Owner shall be entitled to one vote for each Unit owned.
For any Unit within the Community that is owned by more than one person, or is owned by a corporation or other legal entity, the person authorized to cast the vote for such Unit shall be designated in a certificate executed by all of the recorded Owners of such Unit or executed on behalf of the corporation or other legal entity and filed with the Secretary of the Association, in which event such person shall be the "voting member". If such a certificate is not on file with the Secretary of the Association for a Unit owned by more than one person or by a corporation or other legal entity, the vote of the Unit concerned shall not be considered in determining the requirement for a quorum or for any purpose requiring the approval of a person entitled to cast a vote, unless said Unit is owned by a husband and wife. Any such certificate shall be valid until revoked or until superseded by subsequent certificate or until a change in the ownership of the Unit. If a Unit is owned jointly by a husband and wife, the following provisions shall apply:
(i) They may, but shall not be required to, designate a voting member;
(ii) If they do not designate a voting member, and if both are present at a meeting and are unable to concur in a decision upon any subject requiring a vote, they shall lose their right to vote on that subject at that meeting; or
(iii) Where they do not designate a voting member and only one is present at a meeting, the person present may cast a vote, as though he or she were the sole owner of said Unit and without establishing the concurrence of the absent spouse. å
3.10 A quorum at either a special meeting or the annual meeting where no Community Association has been formed, shall be the Owners of Units within the Community or authorized representatives thereof holding at least 20% of the votes entitled to be cast at such meeting by person or by proxy. The vote of a majority of the votes entitled to be cast at any meeting (those present by proxy or in person) at which a quorum is present, shall be necessary for the adoption of any matter voted upon by such Owners, unless a greater proportion is required hereby, by the Declaration or by law. å
3.11 Notwithstanding anything contained herein to the contrary, the Declarant shall be entitled, at any special or annual meeting of any Owners of Units within any Community, to cast a vote for each Unit owned by the Declarant.
MEETINGS OF THE MEMBERSHIP
4.5 Section missing from by-laws
4.1 All meetings of the Association shall be held at an appropriate location within the Development, or at such other place and at such time as shall be designated by the Board of the Association and stated in the notice of the meeting and shall be open to all Members. å
4.2 It shall be the duty of the Secretary to mail or deliver a notice of each annual or special meeting, stating the time and place thereof, to each Delegate at least ten (10), but not more than sixty (60) days prior to such meeting. Notice of any special meeting shall state the purpose thereof. All Notices shall be mailed to or served at the address of the Delegate as it appears on the books of the Association. Notice of each annual or special meeting also shall be published in a newspaper of general circulation within the location of the Development, or within any bulletin or publication normally distributed to Owners, one time at least ten (10), but not more than sixty (60) days prior to such meeting. å
4.3. The annual meeting shall be held on or before December 31 of each year commencing after the first full year of operation or such date, time and place as determined by the Board for the purpose of transacting any business authorized to be transacted on behalf of the Association. å
4.4. Special meetings of the Association for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, and shall be called by the President or Secretary at the request, in writing, of a majority of the Board, or at the request, in writing, of Delegates representing twenty percent (20%) of the Delegates' total votes, which request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the objects stated in the notice thereof. A quorum at either a special meeting or the annual meeting of Members shall be the Delegates present, either in person or by proxy, holding more than fifty percent (50%) of the votes entitled to be cast at such meeting by person or by proxy. The vote of a majority of the votes entitled to be cast at a meeting (those present by proxy or in person) at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Delegates at such meeting, unless a greater proportion is required hereby, by the Declaration or by law. å
4.5 Section absent from By-Laws. Presumption (given continuous page numbers) is that it was an oversight.
4.6 Whenever the vote of Delegates at a meeting is required or permitted by a provision of these Bylaws to be taken in connection with any action of the Association, the meeting and vote of Delegates may be dispensed with if not less than a majority of the Delegates who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken; however, notice of such action shall be given to all Delegates, unless all Delegates approve such action. å
4.7 If any meeting of Members cannot be organized because a quorum of voting Delegates is not present, either in person or by proxy, the meeting may be adjourned from time to time until a quorum is present. å
4.8 The Manager and the Declarant shall be entitled to Notice of all Association meetings, and shall be entitled to attend the Association's meetings, and they may designate such person(s) as they desire to attend such meetings on behalf of each of them. å
The Board of Directors
5.1 Duties of Board
5.10 No Director’s fees
(a) Manage and control the affairs of the Association;
(b) Designate a banking institution or institutions as depository for the Association's funds; and the officer or officers authorized to make withdrawals therefrom and to execute obligations on behalf of the Association;
(c) Perform other acts, the authority for which has been granted herein, by the Declaration or by law, including the borrowing of money for Association purposes. A resolution by the Board that the interests of the Association require the borrowing of money shall be sufficient evidence for any person that the borrowing is for a proper corporate purpose. The Board may, if it determines that the same shall be reasonably necessary, assign, pledge, mortgage or encumber any Association property, including any Common Property owned by the Association, as security for such borrowing, and may pledge or assign future revenues of the Association as security therefor;
(d) Enforce and cause the Association and its members to perform and to abide by provisions of the Declaration;
(e) Adopt such rules and regulations relating to use pf Association property, and sanctions for non-compliance therewith, as it may deem reasonably necessary for the best interests of the Association and its members;
(f) Cause the Association to employ sufficient personnel to adequately perform the responsibilities of the Association;
(g) Adopt reasonable rules of order for the conduct of the meetings of the Association;
(h) Elect the officers of the Association. It may establish committees of the Association and appoint the members thereof. It may assign to such committees such responsibilities and duties not inconsistent with the provisions of the Declaration, these By-laws or with law as it may deem appropriate;
(i) The Board shall, on or before December 1 of each year, adopt and make available to each Member an annual budget, as required by, and for the purposes set forth in, section 7.3.1 of the Declaration and upon consideration of any other sources of income of the Association, establish, levy and collect the annual Association Assessment for the following year, in accordance with the Declaration.
5.2 Until the Unit II Delegates are elected or appointed, the Board shall consist of six (6) members each of whom shall be a Delegate. Upon appointment or election of Delegates to represent the Unit II community, such Delegates shall become members of the Board and the Board shall thereafter consist of nine (9) members each of whom shall be a Delegate. å
5.3 The Initial Board shall consist of six (6) persons appointed by the Declarant, immediately following incorporation of the Association and shall serve for the balance of the calendar year in which the appointments were made and for the next succeeding calendar year. Thereafter, the Members of the Board shall be the Delegates elected or appointed as provided herein or in the Declaration which shall serve for a one year term commencing the following January 1. å
5.4 The Board shall meet at such intervals as it shall determine, from time to time. Special meetings of the Board may be called by a majority of the Board and shall be held at such place as the call or notice of the meeting shall designate. Notice of a special meeting may be given in writing at least twenty-four (24) hours prior to the date of said special meeting, or notice thereof may be waived by the directors in writing. After adoption of a resolution setting forth the times of regular meetings, no notice of such meetings shall be required, or waived, but notice of special meetings of the Board shall be given. å
5.5 Unless prohibited by law, any action, which may be taken at a meeting of the Board, may be taken without a meeting if authorized in a written consent signed by all of the directors who would be entitled to vote upon said action at a meeting, and filed with the Secretary of the Association. å
5.6 A majority of the directors shall constitute a quorum to transact business of the Board, and the act of the majority of the directors present at any meeting shall be deemed to be the act of the Board. å
5.7 If any vacancy exists on the Board, such vacancy shall be filled by the remaining directors even though those remaining directors might be less than a quorum, except in the case of the initial Board, wherein any vacancy shall be filled by appointment by the Declarant. Any person so elected or appointed as a director shall serve out the unexpired term of the director whom he has replaced. å
5.8 Any director may resign at any time by sending a written Notice of such resignation to the office of the Association, delivered to the Secretary or upon his resignation as a Delegate. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Secretary. No member shall continue to serve on the Board should he be removed from office as a Delegate or shall he be more than thirty (30) days delinquent in the payment of any Charge, or any other amounts payable to the Association or any Community Association, and said delinquency, even if questioned, shall automatically constitute a resignation. å
5.9 Before or at any meeting of the Board, any Director may waive Notice of such meeting and such waiver shall be deemed equivalent to the giving of Notice. Attendance by a Director at any meeting of the Board shall be a waiver of Notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no Notice shall be required and any business may be transacted at such meeting. å
5.10 There shall be no Director's fees. å
5.11 The Manager and the Declarant shall be entitled to notices of all Board meetings and shall be entitled to attend the Directors' meetings and they each may designate such person(s) as they desire to attend such meeting on behalf of each of them; Provided that the Manager or its designee may be excluded from any meeting of the Board called solely to discuss the Manager's contracts compensation, or other terms of the Management Agreement. å
5.12 Unless otherwise determined by the Board, any Member of the Association shall be entitled to attend any meeting of the Board. å
5.13 The Board may establish such rules and regulations for the conduct of business at its meetings as may be reasonable. Notwithstanding anything herein to the contrary, the Board shall have the right to hold closed meetings and to exclude any person or persons except for members of the Board (and the Declarant within two years of the Turnover Date) within the Board's sole discretion. å
6.1 Officers defined
6.2 President defined; duties cited
6.3 Vice-President defined; duties cited
6.4 Secretary defined; duties cited
6.5 Treasurer defined; duties cited
6.1 The officers of the Association shall be the President, one or more Vice-Presidents, the Secretary, the Treasurer and such other officers and assistant officers as the Board may from time to time determine, all of whom shall be elected by the Board. Officers shall serve for a term of one year and shall be elected at the first meeting of the Board in each calendar year; officers shall serve at the will of the Board. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. Officers shall be Members of the Board of Directors of the Association. å
6.2 The President shall be the chief executive officer of the Association, except as otherwise determined by the Board, and he shall be vested with the powers and duties generally incident to the office of President of a nonprofit corporation, except as otherwise determined by the Board, or as may be otherwise set forth in these Bylaws. å
6.3 In the absence of the President, or in the event of his inability or refusal to act, the Vice-President is empowered to act and shall thereupon be vested with the powers and duties of the President. In the event that there is more than one Vice-President, the Board shall establish the order in which they serve and their respective duties. å
6.4 The Secretary of the Association shall keep the minutes of the business and other matters transacted at the meetings of the Members and of the Board. He shall mail, or cause to be mailed, all notices required under the Bylaws. He shall have the custody of the corporate seal, if any, and records and maintain a list of the Members and their addresses and perform all other duties incident to the office of Secretary. å
(a) He shall have custody of the Association's funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name of and to the credit of the Association, in such depositaries as may be designated from time to time by the Board. The books shall reflect an account for each Unit.
(b) He shall disburse the funds of the Association as may be ordered by the Board in accordance with these Bylaws, making proper vouchers for such disbursements, and shall render to the President and Board at the regular meetings of the Board of Directors, or whenever they may require it, an account of all of his transactions as the Treasurer and of the financial condition of the Association.
(c) He shall collect the Assessments and such other Assessments, fees or other amounts payable to the Association and shall promptly report the status of collections and of all delinquencies to the Board.
(d) He shall give a status report to potential transferees on which reports the transferees may rely.
(e) The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent.
(f) The duties of the Treasurer may be fulfilled by a Manager employed by the Association, whereupon said Manager shall fulfill the duties of the Treasurer, and shall have custody of such books of the Association as the Board determines or agrees and the foregoing shall include any books required to be kept by the Secretary of the Association. å
Finances and Assessments
7.4 Board shall fix and publish budget; may make and collect assessments
7.5 Proposed budget available to members prior to adoption; members may attend meeting
7.8 Payments in excess of operating expenses applied to following year
7.1 The funds of the Association shall be deposited in such banks and depositories as may be determined by the Board from time to time upon resolutions approved by the Board, and shall be withdrawn only upon checks and demands for money signed by such officer or officers of the Association as may be designated by the Board. Unless otherwise determined by the Board, any officer or the Association Manager alone may sign checks or demands for money on behalf of the Association in amounts up to and including $500; any two officers including the Association Manager must sign checks and draws for money in excess of $500. Other obligations of the Association shall be signed by the President and Secretary, or by at least two other officers of the Association as the Board shall authorize. å
7.2 The Treasurer and all officers who are authorized to sign checks, and all officers and employees of the Association, and any contractor handling or responsible for Association funds may be bonded and in such amount as may be determined by the Board. The premiums on such Bonds shall be paid by the Association. The Bond shall be in an amount sufficient to equal the monies an individual handles or has control of via a signatory or a bank account or other account. å
7.3 The fiscal year for the Association shall be annual, beginning on the first day of January each year. å
7.4 The Board of the Association shall fix and adopt an annual budget on or before December 1 of each year for the ensuing year commencing January 1, and shall make the same available to the Owners as provided in the Declaration. The Board is specifically empowered, on behalf of the Association to make and collect Association Assessments and such other assessments, fees or other payments as may be authorized by the Declaration. å
7.5 A copy of the proposed annual budget of Common Expenses shall be made available at the Association Office or elsewhere as designated to the Members, not less than thirty (30) days prior to the meeting of the Board at which the budget will be considered. The Members shall be given written notice of the time and place at which the meeting of the Board shall be held to consider the Common Expenses and such meeting shall be open to the Members. å
7.6 If an Owner shall be in default in the payment of an installment upon any Charge, Assessment, fee, or other payment required to be made to the Association, as provided in the Declaration, such Owner shall not be entitled to vote at any meeting or on any matter requiring vote of the Members of the Association or any Community Association. å
7.7 An audit of the accounts of the Association shall be made each calendar year, commencing with the first full calendar year from the Turnover. Said audit shall be prepared by such accountant as the Board determines, and a copy of said report shall be available to the members of the Association in the office of said Association and with the Treasurer of the Association. Such report shall be available not later than six (6) months after the end of the year for which the report is made. å
7.8 Any payments to or receipts by the Association, whether from Owners or otherwise, paid during the year in excess of the operating expenses and other Common Expenses of the Association shall be retained by the Association and applicable to expenses for the following year. å
Amendments to the By-Laws
8.1 The By-Laws may be altered, amended or added to at any duly called the Members, as provided herein;
(a) Notice of the meeting shall contain a statement of the proposed amendment;
(b) If the amendment has received the approval of the Board, then it shall be approved upon the affirmative vote of the Delegates casting in excess of fifty percent (50%) of the total votes entitled to be cast at the meeting;
(c) If the amendment is not approved by the Board, then it shall be effective only if approved upon the affirmative vote of the Delegates casting at least eighty percent (80%) of the total votes entitled to be cast at the meeting;
(d) Said Amendment shall be recorded and certified; and
(e) Notwithstanding the foregoing, these By-Laws may only be amended with the written approval when required of the parties specified in the Declaration;
Provided, however, any such amendment shall be consistent with and conform to the Declaration, and any amendment contrary thereto shall be null and void. No amendment affecting the rights of the Declarant under these Bylaws or under the Declaration shall be effective without the prior written consent of the Declarant. å
9.1 Whatever notices are required to be sent hereunder shall be delivered or sent in accordance with the applicable provisions for notices as set forth in the Declaration. å
10.1 The Association shall indemnify every Director and every officer, their heirs, executors, and administrators, against all loss, cost and expense reasonable incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the Association and within the scope of his duties as a director or officer, as provided in section 6.11 of the Declaration. å
Liability Survives Termination of Membership
11.1 The termination of membership in the Association shall not relieve or release any such former Owner or member from any liability or obligations incurred under or in any way connected with the Association during the period of such ownership and Membership, or impair any rights or remedies which the Association may have against such former Owner and member arising out of [or] in any way connected with such ownership and membership, and the covenants and obligations incident thereto. å
Rules and Regulations
12.1 The Board may, from time to time, adopt or amend previously adopted administrative Rules and Regulations governing the details of the operation, use, maintenance, management and control of the Common Areas and Sports Facilities, as applicable, and such other matters as shall be within the responsibility for administration and control by the Association, pursuant to the Declaration.
12.2 In the event of any conflict between the Rules and Regulations adopted, or from time to time amended, and the Declaration, the latter shall prevail. If any unreconciled conflict should exist or hereafter arise with respect to the interpretation of these By-Laws and the Declaration, the provisions of the Declaration shall prevail. å
Declaration Incorporated by Reference
13.1 The Declaration, in its entirety and not only to the extent specifically referred to in these By-Laws, is hereby incorporated into and made a part of these By-Laws of the Association.
14.1 No cumulative voting shall be permitted on any matter or at any meeting of the Association or the Board of Directors.
14.2 Unless otherwise specifically provided herein, any matter requiring approval of the Association, the Delegates or the Board of Directors shall be adopted upon approval by vote in excess of fifty percent (50%) of votes entitled to be cast at any such meeting.