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By-Laws |
ARTICLE V
Meetings
Section 1. Place of Meetings. Meetings of the Assoication shall be held at the principal office or place of business of the Association or at such other suitable place convenient to the membership as may be designated by the Board of Directors of the Association.
Section 2. Annual Meetings. The first regular annual meeting of the Members shall be held within Three Hundred Sixty-Five (365) days following the initial organization meeting and adoption of these By-Laws. Thereafter, the annual meetings of the members of the Association shall be held on the first Saturday in June each succeeding year. At such meeting there shall be elected by plurality ballot of the Members a Board of Directors in accordance with the requirements of Section 5 of Article VI of these By-Laws. Members may also transact such other business of the Association as may properly come before them.
Section 3. Special Meetings. It shall be the duty of the President to call a special meeting of Members as directed by resolution of the Board of Directors or upon a petition signed by at least one-third (1/3) 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.
Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail postpaid a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member at his address as it appears in the records of the Association at the time of mailing at least ten (10) but not more than sixty (60) days prior to such meeting. Notice may also be accomplished by the delivery of written notice by hand of the Secretary or his designee to Members at their addresses as they appear on the records of the Association at the time of such delivery. Notice by either method shall be deemed given when such notice is deposited in the mails or delivered by hand to such address. Attendance by a Member at any meeting of Members shall be a waiver of notice by him of the time, place and purpose thereof.
Section 5. Quorum. The presence, either in person or by proxy, of Members representing at least twenty percent (20%) of the eligible votes held by the then Members of record shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of Members. If the number of Members at a meeting drops below the quorum and the question of a lack of a quorum is raised, no business may thereafter be transacted.
Section 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, except as otherwise provided by Law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called. The quorum required for any such adjourned meeting shall be reduced to fifty percent (50%) of the quorum required at the immediately preceding meeting which failed for lack of a quorum to do business.
Section 7. Voting. At every meeting of Members, each Member shall have the right to cast on each question one vote for each Lot of which he is the Owner. Fifty-one percent (51%) of the eligible votes entitled to be cast by Members present at the meeting and voting, in person or by proxy, shall be a majority unless the question is one upon which, by express provision of statue or of the Articles of Incorporation of the Corporation, or the Declaration or of these By-Laws, a different majority vote is required, in which case such express provision shall govern. If more than one person or entity is an Owner of any Lot, then the Association membership voting right appurtenant to such Lot shall be exercised as such Owners among themselves shall determine; provided, however, that no fraction of one vote may be cast by any Member. In the event and so long as such co-Owners of a Lot are unable to agree on the manner in which the vote appurtenant to such Lot shall be cast, then such vote shall not be regarded as an eligible vote and shall not be counted. The vote of any Owner who is a corporation, trust or partnership may be cast by any officer, trustee or partner, as the case may be, and unless objection by any other such officer, trustee or partner of such Owner is noted at the meeting, the Chairman of such meeting shall have no duty to inquire as to the authority of the person casting such vote.
Section 8. Loss of Right to Vote. The vote of any Member who is shown on the books or records of the Association to be more than sixty (60) days delinquent in any payment due the Association shall not be an eligible vote and shall not be counted for purposes of deciding any question so long as such delinquency is not cured; nor shall each Member be eligible to be elected to the Board of Directors.
Section 9. Proxies. A Member may appoint any other Member or the Declarant or the Management Agent as his proxy. Any proxy must be in writing and must be filed with the Secretary in form approved by the Board of Directors before the appointed time of each meeting. Unless limited by its terms, any proxy shall continue until revoked by a written notice of revocation filed with the Secretary or by the death of the Member. In no case may a Member cast, in addition to his vote, more than one vote as proxy for another Member.
Section 10. Order of Business. The order of business at annual meetings of Members shall be as follows:
In the case of special meetings, item (a) through (e) should be applicable and thereafter the agenda shall consist of the items specified in the notice of meeting.
Section 2. Annual Meetings. The first regular annual meeting of the Members shall be held within Three Hundred Sixty-Five (365) days following the initial organization meeting and adoption of these By-Laws. Thereafter, the annual meetings of the members of the Association shall be held on the first Saturday in June each succeeding year. At such meeting there shall be elected by plurality ballot of the Members a Board of Directors in accordance with the requirements of Section 5 of Article VI of these By-Laws. Members may also transact such other business of the Association as may properly come before them.
Section 3. Special Meetings. It shall be the duty of the President to call a special meeting of Members as directed by resolution of the Board of Directors or upon a petition signed by at least one-third (1/3) 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.
Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail postpaid a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member at his address as it appears in the records of the Association at the time of mailing at least ten (10) but not more than sixty (60) days prior to such meeting. Notice may also be accomplished by the delivery of written notice by hand of the Secretary or his designee to Members at their addresses as they appear on the records of the Association at the time of such delivery. Notice by either method shall be deemed given when such notice is deposited in the mails or delivered by hand to such address. Attendance by a Member at any meeting of Members shall be a waiver of notice by him of the time, place and purpose thereof.
Section 5. Quorum. The presence, either in person or by proxy, of Members representing at least twenty percent (20%) of the eligible votes held by the then Members of record shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of Members. If the number of Members at a meeting drops below the quorum and the question of a lack of a quorum is raised, no business may thereafter be transacted.
Section 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, except as otherwise provided by Law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called. The quorum required for any such adjourned meeting shall be reduced to fifty percent (50%) of the quorum required at the immediately preceding meeting which failed for lack of a quorum to do business.
Section 7. Voting. At every meeting of Members, each Member shall have the right to cast on each question one vote for each Lot of which he is the Owner. Fifty-one percent (51%) of the eligible votes entitled to be cast by Members present at the meeting and voting, in person or by proxy, shall be a majority unless the question is one upon which, by express provision of statue or of the Articles of Incorporation of the Corporation, or the Declaration or of these By-Laws, a different majority vote is required, in which case such express provision shall govern. If more than one person or entity is an Owner of any Lot, then the Association membership voting right appurtenant to such Lot shall be exercised as such Owners among themselves shall determine; provided, however, that no fraction of one vote may be cast by any Member. In the event and so long as such co-Owners of a Lot are unable to agree on the manner in which the vote appurtenant to such Lot shall be cast, then such vote shall not be regarded as an eligible vote and shall not be counted. The vote of any Owner who is a corporation, trust or partnership may be cast by any officer, trustee or partner, as the case may be, and unless objection by any other such officer, trustee or partner of such Owner is noted at the meeting, the Chairman of such meeting shall have no duty to inquire as to the authority of the person casting such vote.
Section 8. Loss of Right to Vote. The vote of any Member who is shown on the books or records of the Association to be more than sixty (60) days delinquent in any payment due the Association shall not be an eligible vote and shall not be counted for purposes of deciding any question so long as such delinquency is not cured; nor shall each Member be eligible to be elected to the Board of Directors.
Section 9. Proxies. A Member may appoint any other Member or the Declarant or the Management Agent as his proxy. Any proxy must be in writing and must be filed with the Secretary in form approved by the Board of Directors before the appointed time of each meeting. Unless limited by its terms, any proxy shall continue until revoked by a written notice of revocation filed with the Secretary or by the death of the Member. In no case may a Member cast, in addition to his vote, more than one vote as proxy for another Member.
Section 10. Order of Business. The order of business at annual meetings of Members shall be as follows:
- a) Roll call and certification of proxies.
b) Proof of notice of meeting or waiver of notice.
c) Reading of minutes of preceding meeting.
d) Reports of officers, if any.
e) Reports of committees, if any.
f) Unfinished business.
g) New business.
h) Appointment of inspectors of election.
i) Election of directors.
In the case of special meetings, item (a) through (e) should be applicable and thereafter the agenda shall consist of the items specified in the notice of meeting.