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BY-LAWS OF STURBRIDGE LAKES ASSOCIATION
PREAMBLE: These are the By-Laws of Sturbridge Lakes Association, a non-profit corporation of the State of New Jersey, ("Association"). The administration and management of the common areas and the actions of the Association and the Members thereof shall be governed by these By-Laws.
- The purpose of these By-Laws is to provide the rules governing the administration and management of the common areas by the Association, in accordance with the Declaration of Covenants, Restrictions, Easements, Charges and Liens ("Declaration") and to provide for the enforcement thereof.
MEMBERSHIP AND VOTING RIGHTS
- The owner of each lot mentioned in the Declaration shall be entitled to one (1) vote per lot. Whenever title is vested in two (2) or more persons, they shall be entitled jointly to the vote for their lot.
- Membership shall be automatic and mandatory upon acquisition of title to a lot. Membership shall automatically pass to the grantee upon a transfer of title.
- Tenants and occupants shall not be entitled to a vote, but the vote shall remain with the lot owner.
- The principal office of the Association shall be located at such suitable and convenient place or places as shall be permitted by law and designated by the Trustees.
MEETINGS OF MEMBERS; VOTING
- All annual and special meetings of the Members shall be held at the principal office of the Association or at such other suitable and convenient place as may be permitted by law and from time to time fixed by the Trustees and designated in the notices of such meetings.
- Annual meetings of the Members shall be held before the end of each calendar year, at which time the Members shall elect the Board of Trustees, and transact such other business as may properly come before the annual meeting.
- Special meetings may be called by the President, Vice President, Secretary, or by a majority of the Trustees, and must be called by such officers upon receipt of a written request from Members holding ten percent (10%) of the total outstanding votes, which request shall state the purpose of the meeting. Unless Members holding fifty percent (50%) of the total outstanding votes request such a meeting, no special meeting may be called to consider any matter which is substantially the same as a matter voted upon at any meeting of the Members held during the preceding twelve (12) months, which determination shall be made in the sole and absolute discretion of the Trustees.
- The record date for determining Membership and Voting Rights shall be the thirtieth (30th) day before the meeting.
- Notices of all meetings of Members shall be in writing, and if for a special meeting shall state the purpose. Such notices shall be mailed or delivered not less than five (5) nor more than thirty (30) days prior to the meeting date.
- A quorum for the transaction of business at a meeting of the Members shall consist of Members holding at least thirty (30) outstanding votes, present in person, or voting by proxy or by mail ballot, except where otherwise required by law, by the Declaration or by these By-Laws. In the absence of a quorum, the Trustees may adjourn the meeting from time to time until a quorum shall be present or represented. All proxies and mail ballots validly received for the originally scheduled meeting shall remain in full force and effect for any such adjourned meeting and new proxies or mail ballots may be received for such meeting.
- Only Members in good standing shall be entitled to vote. Members shall be deemed to be in good standing if, and only if, they have paid all maintenance charges, assessments and any other fees and expenses (including interest and attorneys fees) properly chargeable to them prior to the record date and they are not in violation of any provisions of the Declaration or any Guideline of the Board of Trustees prior to the record date. For purposes of this Section, a Member shall be deemed in violation of the Declaration or Guideline if a notice of such violation had been sent to the Member prior to the record date and the violation had not been corrected within the time set forth in the notice.
- The Secretary shall compile and keep up-to-date, at the principal office of the Association, a complete list of Members and their addresses, together with the number of lots owned and the number of votes which each Member shall be entitled to vote. This list shall be open to inspection by all Members at reasonable times.
- Voting by proxy shall be permitted with respect to all elections of Trustees and all other matters which are to come before a meeting of the Members of the Association. All proxies shall be in writing, signed by all individual lot owners (or in the case of joint owners by any one of them), or by his or her or their duly authorized representative, and delivered to the Association prior to the opening of the polls at the meeting at which ballots are to be cast. Proxies may be revoked at any time prior to the opening of the polls, and no proxy shall be valid after the date of the meeting at which the vote is to be held, except as otherwise provided in these By-Laws. All proxies shall be substantially in the form prescribed by the Board, and if not in such form, shall be deemed invalid except as otherwise determined by the Board in its sole and absolute discretion.
- The Board, in lieu of or in addition to requiring voting in person or by proxy at a meeting of the Members, may submit any question or election to, or allow receipt of a vote of, the membership by a ballot by mail. No ballot by mail shall be valid or tabulated unless the signature of the lot owner (or in the case of joint owners by any one of them) submitting the ballot has been verified in accordance with procedures established by the Board. The Board shall appoint judges to tabulate the ballot whose report shall be included in the minute book. In order to conduct a ballot by mail for a question submitted to a vote of the Members, the Board shall serve a notice upon all members which shall (i) state with specificity in terms of motion(s) the question(s) upon which the vote is to be taken; (ii) state the date by which ballots must be received in order to be counted; (iii) provide an official ballot for the purposes of the vote; and (iv) state the date upon which the action contemplated by the motion(s) shall be effective.
BOARD OF TRUSTEES
- The Association shall be administered and managed by a Board of Trustees consisting of five (5) persons, each of whom shall be lot owners, shall be over the age of eighteen (18) years and shall be a member in good standing in the Association. There shall only be one (1) Trustee per lot on the Board at any one time.
Any Trustee whose membership in the Association is not in good standing for thirty (30) consecutive days shall automatically be disqualified as a Trustee upon expiration of the thirty (30) day period. Any Trustee who no longer holds title to a lot within the development is automatically disqualified as a Trustee effective on the date of conveyance of title to the lot.
Any one or more Trustees may be removed from office with or without cause at any duly held and constitutional annual or special meeting of the Members by a majority vote of the Members present at the meeting, provided that the notice of the meeting expressly includes this item. Any Trustee whose removal has been proposed shall be given an opportunity to be heard at the meeting.
- The Trustees shall be elected for terms of three (3) years. The terms shall be staggered so that two (2) Trustees shall be elected in one year, two (2) Trustees the next year and one (1) Trustee the following year. Each Trustee shall serve until his successor shall be elected, and shall serve without compensation.
- If the office of any Trustee shall become vacant for any reason, the remaining Trustees, at a special meeting duly called for such purpose, shall choose a successor to serve for the remaining unexpired term.
- The Board of Trustees shall designate a meeting date and place for monthly meetings. Special meetings of the Board may be called by the President of the Board on three (3) days notice to the Trustees by telephone or mail, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by the President or the Secretary in like manner on the written request of at least three (3) Trustees. Any Trustee may waive notice of any meeting in writing. The Board shall also have the power to take action on any matter on which it is authorized to act without the necessity of a formal meeting and vote if the entire Board or all of the Trustees empowered to act, as the case may be, shall consent in writing to such action.
Trustees are expected to attend at least seventy-five percent (75%) of all regular and special meetings of the Board during any fiscal year. Trustees shall also not be absent for two (2) consecutive such meetings without reasonable cause for such absence.
All meetings of the Board of Trustees, except conference or working sessions at which no binding votes are to be taken, shall be open to attendance by all Members. Notice of all regular meetings shall be given to the Members; except that the Board of Trustees may exclude or restrict attendance at those meetings, or portions of meetings, dealing with (i) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; (ii) any pending or anticipated litigation or contract negotiations; (iii) any matters falling within the attorney-client privilege, to the extent that confidentiality is required in order for the attorney to exercise his ethical duties as a lawyer, or (iv) any matter involving the employment, promotion, discipline or dismissal of a specific officer or employee of the Association.
At each meeting which is open to the Members, minutes of the proceeding shall be taken, and copies of those minutes shall be made available for inspection by Members, before or at the next open meeting.
- A quorum of the Board, and the necessary vote for any action, shall be a majority of the Board.
- The Board of Trustees shall have and exercise all lawful powers and duties necessary for the proper conduct and administration of the common areas. In the performance of its duties, the Board of Trustees shall have powers and duties set forth in the Declaration, including but not limited to the following:
A. The operation, management, maintenance, renewal, replacement, repair, care, cleaning, upkeep, protection and surveillance of the common areas and all other property, real or personal, of the Association.
B. The preparation not later than the annual meeting of the Members of a budget of expenses for the next succeeding fiscal year, which shall include reasonable reserves. The total annual budget shall be assessed against all lots equally and shall be payable quarterly, semi-annually, or annually, as determined by the Board. An increase during a fiscal year of an assessment already made shall require the assent of a majority of the votes of the Members as provided in Article III, Section 5 of the Declaration.
C. To require all officers and employee handling, or responsible for funds of the Association in their possession or under their control, to furnish adequate fidelity bonds. The premiums for same shall be paid by the Association.
D. To pay all taxes and assessments against any property of the Association.
E. To employ and dismiss clerks, workmen and other personnel, and to purchase or arrange for such services, machinery, equipment, tools, materials and supplies as in the opinion of the Board of Trustees may be necessary for the proper operation and maintenance of the property of the Association.
F. To collect delinquent charges and assessments.
G. To employ or retain legal counsel, engineers and accountants when deemed necessary.
H. To cause such operating accounts, reserve, escrow and other accounts to be established and opened as deemed appropriate and consistent with good accounting practices. Operating and reserve funds shall be maintained in separate accounts.
I. To cause detailed books of account to be kept, and to prepare annually, at the end of each fiscal year, a report of the transactions during the year, and the financial condition at the end of the year. An audit of the books of account shall be performed each year.
Each Member, if in good standing, shall be permitted to examine the books of account by appointment at such place as may be designated by the Board at a reasonable time on business days and on reasonable notice to the Board.
J. To make and enforce compliance with the requirements of the Declaration, and such Rules and Regulations as may be adopted by the Board of Trustees from time to time.
(1) The Board of Trustees shall maintain the following insurance to the extent available, in amounts to be determined by the Board:
(a) Protection of all buildings and improvements against damage by fire, windstorm, vandalism, malicious mischief and water damage;
(b) Comprehensive public liability and property damage;
(c) Workers' Compensation;
(d) Fidelity insurance on agents and employees handling Association funds.
(e) Directors and Officers liability insurance which shall also cover committee members as named insureds.
(2) All insurance coverage shall be reviewed annually by the Board of Trustees with respect to the coverages, and the amounts carried.
L. To employ a professional manager if deemed advisable.
M. To maintain, as near as practicable, a balanced budget whereby current expenditures shall not exceed anticipated revenues within the year for which the budget is made. Current expenditures shall not include expenditures chargeable to reserves.
N. To maintain reasonable reserves for, among other things, repairs and replacements of the common areas and other property of the Association, emergencies, contingencies or uncollected accounts.
- The officers of the Association shall be a President, Vice President, Secretary and a Treasurer. The Secretary may be eligible to the office of Treasurer. The President and Vice President shall also be members of the Board of Trustees.
- The officers of the Association shall be elected annually by the Board of Trustees at the organization of each new Board and shall hold office until their successors are elected or appointed by the Board and qualify, provided that each officer shall hold office at the pleasure of the Board of Trustees and may be removed either with or without cause and his successor elected at any annual or special meeting of the Board called for such purpose, upon the affirmative vote of a majority of the Members of the Board. The Board of Trustees may, from time to time, appoint such other officers as in their judgment are necessary.
- The President shall be the chief executive officer of the Association and shall preside at all meetings of the Members and of the Board of Trustees. He shall have the general powers and duties usually vested in the office of President of an Association, including, but not limited to, the power to appoint committees from among the Members from time to time as he may deem appropriate to assist in the conduct of the affairs of the Association. He shall execute such deeds, leases, mortgages, bonds, notes, contracts and other instruments, in the name and on behalf of the Association and under its corporate seal when a seal is required, except when such documents are required or permitted by law to be otherwise executed and except when the signing and execution thereof shall be delegated by the Board of Trustees to another officer or agent of the Association.
- The Vice President shall perform all duties as shall be delegated to him by the President. He shall serve as chairman of the respective committees which the President shall deem appropriate. He shall exercise the powers and perform the duties of the President in his absence or disability.
- The Secretary shall attend all meetings of the Board of Trustees and all meetings of the Members and record all votes and the minutes of all meetings and proceedings, including resolutions, in a minute book to be kept for that purpose and shall have charge of the minute book and such records and papers as the Board shall direct and perform all duties incident to office of Secretary, including the sending of notices of meetings to the Members, the Board of Trustees and committees and such other duties as may be prescribed by the By-Laws or by the Board of Trustees or the President. He shall also have custody of the corporate seal and when authorized by the Board, affix the same to any instrument requiring it and attest the same when appropriate.
- The Treasurer shall have responsibility for the Associations's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies, checks and other valuable effects in the name and to the credit of Association in such depositories as may from time to time be designated by the Board of Trustees. He shall disburse the funds of the Association as may from time to time be ordered by the Board or by the President, making proper vouchers for such disbursements and shall render to the President and Trustees, at the regular meetings of the Board or whenever they or either of them shall require, an account of his transactions as Treasurer and of the financial condition of the Association.
- The officers and Trustees of the Association shall serve without compensation, except that they shall be entitled to reimbursement for all expenses reasonably incurred in the discharge of their duties.
- The Board shall have the power, at its sole option, to enforce the terms of the Declaration, these By-Laws and any Guideline or Rule or Regulation promulgated pursuant to the Declaration or these By-Laws, by any or all of the following: sending notice to the offending party to cause certain things to be done or undone; restoring the Association to its original position and charging the breaching party with the entire cost of any part thereof; complaint to the duly constituted authorities; or by taking any other action, summary or otherwise, before any court, as may be provided by law.
- The Board shall also have the power to levy fines against any Member for violation of any Guideline, Rule or Regulation of the Board of for any covenant or restriction contained in the Declaration or these By-Laws, except that no fine may be levied for more than $25.00 for any one violation; provided, however, that for each day a violation continues after notice it shall be considered a separate violation. Collection of the fines may be enforced against any Member involved as if the fine were an assessment owed by the particular Member. Despite the foregoing, before any fine is imposed by the Board, the Member involved shall be given at least ten (10) days prior written notice and afforded an opportunity to be heard, with or without counsel, with respect to the violation asserted.
- No restriction, condition, obligation or covenant contained in the Declaration, these By-Laws or any Guideline, Rule or Regulation shall be deemed to have been abrogated or waived by reason of the failure to enforce the same irrespective of the number of violations or breaches thereof which may occur.
INDEMNIFICATION AND EXCULPATION
- Each member of the Board of Trustees, in his or her capacity as a Trustee or officer, and each committee member shall be indemnified by the Association against all expenses and imposed upon the member in connection with any proceeding in which the member may become involved by reason of his or her being or having been a member, officers or a committee member of the Board of Trustees, whether or not the member is a Trustee, officer or committee member at the time such expenses are incurred, except in such cases wherein the member is found to have breached a duty of loyalty to the Association or its Members, to have not acted in good faith, to have acted in violation of law or to have received an improper personal benefit. This indemnification shall be paid by the Association and shall constitute a common expense properly assessed in accordance with the Declaration and these By-Laws. Such right of indemnification shall not be deemed exclusive of any other rights to which such the Trustee, officer or committee member may be entitled as a matter of law or agreement or by vote of the Members or otherwise. Nothing herein is intended to modify or limit the indemnity of the Board of Trustees as provided under the laws of the State of New Jersey pertaining to non-profit corporations, which laws, as well as the procedures contained therein, are hereby adopted in their fullest extent and as they may be amended from time to time.
- Unless acting in bad faith or in violation of law, neither the Board as a body nor any Trustee, officer or committee member shall be personally liable to the Association or to any Member in any respect for any action or lack of action arising out of the execution of his or her office. Each Member shall be bound by the good faith actions of the Board, Trustees, officers and committee members of the Association in the execution of the duties and powers of said Trustees, officers and committee members.
- The fiscal year of the Association shall begin the first day of January in each year.
AMENDMENTS TO BY-LAWS
- These By-Laws may be amended by a resolution of the Board of Trustees, and approved by a majority of those Members voting on the resolution in person, by proxy or by mail ballot at a meeting called for that purpose. The total number of votes cast in the election, however, shall not be less than twenty-five (25%) percent of the total number of Members in the Association who are eligible to vote. Rules and Regulations adopted by the Board of Trustees from time to time shall not require this approval.
- Roberts' Rules of Order (latest edition) shall govern the conduct of proceedings of the Association and the Board of Trustees.