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BMLA ByLaws By Laws of Beech Mountain Lakes 12-19-97 BYLAWS OF 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 The Association 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"). Definitions 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. "Member" means any Owner of an Interest as
provided in the Declaration. "Quail Hollow Community" means that portion of
the Development as identified in the Declaration and the Quail Hollow Community
Declaration. "Unit I Community" means that portion of the
Development as identified in the Declaration and the Unit I Community
Declaration. "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 3.5
Voting Rights vested in Delegates 3.6
Appointment of initial Delegates 3.7
QHV to appoint three (3) Delegates 3.8
Board shall conduct annual meeting 3.9
Board shall conduct election 3.10
Quorum defined 3.11
Declarant right to cast vote 3.1 The Members hereof shall be the Owners as provided in the
Declaration. 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 4.1
Association Meetings open to all Members 4.2
Secretary to notify Delegates of annual or special
meetings 4.3
Annual Meeting shall be held on/before December 31. 4.4
Purposes for Special Meetings Absent from by-laws
4.5
Section missing from by-laws
4.6
Board vote by universal consent permitted 4.7
Meeting may be adjourned without quorum 4.8
Manager and Declarant shall be notified of
meetings. 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 5.3
Declarant appoints initial Board; thereafter elected/appointed. 5.5
Board vote by universal consent permitted 5.6
Quorum defined; majority rules 5.7
Vacancy on Board – how filled. 5.9
Director may waive notice of meeting 5.10
No Director’s fees 5.11
Manager and Declarant shall be notified of
meetings. 5.12
Member of Association may attend Board Meeting 5.13
Board may set rules of conduct; may hold closed meetings (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 The Officers 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 6.5 The
Treasurer's duties shall be as follows: (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 7.2
Signators of checks may be bonded 7.3
Annual fiscal period defined. 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 7.6
Delinquent members forfeit right to vote 7.7
Annual audit of accounts required 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 Notices 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 Indemnifications 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. Miscellaneous 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. | ||||||||
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