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BY-LAWS OF THE
WALLENPAUPACK
PROPERTY OWNERS ASSOCIATION
AS AMENDED JUNE 9, 2007
ARTICLE I
Section 1. Name. The name
of this corporation shall be
Section 2. Address. The
address of the corporation’s principal business office is
ARTICLE II
Section 1. Purpose. The purpose or purposes of the
corporation are:
(a) To
insure the present and future residential living conditions relating to the
health, safety, public morals, convenience, comfort and beauty of lots in a
development of lands in Wayne County, Pennsylvania, known as Wallenpaupack Lake
Estates; to regulate, inspect, administer, approve structures and plans for the
same, and obtain compliance generally with the restrictions and conditions as
to the use of all community property and amenities such as, but not limited to,
buildings, roads, rights-of-way, land, access areas, etc., when deeded to the association
by the developer, Wallenpaupack Lake Estates, its successors or assigns, or any
such property obtained by incidental and related activities so as to carry out
the general purposes first herein stated, that this corporation does not
contemplate pecuniary gain or profit, incidental or otherwise, to its members.
(b) The
term of its existence is perpetual.
(c) That
this corporation is organized upon a non-stock basis.
ARTICLE III
Section 1. Membership. This association shall be owned and operated
by the members thereof, which members shall consist of various classes with
qualifications, rights, and privileges as hereinafter set forth.
Section 2. Classes of Membership. There shall be three classes of
membership, which shall be called:
Developer Members, Active Members, and Tenant Members. They are defined as follows:
(a) Developer
Member shall be such person or entity owning a lot, lots, or acreage in the
Development, which ownership is not for the purposes of personal residence or
recreation use and whose bona fide intent is, directly or indirectly, to convey
away such lot, lots or acreage for profit, and/or in the ordinary course of its
business. A Developer Member shall
also include title for other than personal residential or recreational
use. Developer Member shall be
non-voting in Association matters or business.
(b) Active
Members shall be any person or entity acquiring title to one or more plotted
lots in the Development which plotted lot or lots is acquired for personal residence
or recreational use. Only Active
Members in good standing shall be entitled to vote in Association matters or
business.
(c) Tenant
Members shall be any person who occupies a dwelling house
premises of another class of member with their consent.
Section 3. Membership Fees,
Annual Assessments, and Special Assessments.
(a) Definitions. The following words and phrases, when
used in these By-Laws shall have, unless the context clearly indicates
otherwise, the meanings given to them in this section:
(i) "Annual
Assessments". The dues,
assessments, charges and fees as to each lot representing a share of the costs
(current and future) of operating, maintaining, repairing, constructing and
replacing the roads, clubhouses, community buildings, swimming pools,
Association land and property, the beaches, access areas, water and sewer
facilities/systems and other Association amenities and Common Areas, and for
the supply of water and sewer service, the provision of other services, and the
conduct of Association business and operations.
(ii) "Capital
Expenses". Items
of expenditure for the purchase or improvement of real estate, construction,
reconstruction or improvement of Association buildings and structures, and the
purchase of machinery and equipment.
(iii) "Capital
Project". A
proposal to purchase or construct a facility of the Association, or to improve
or reconstruct Association buildings or structures.
(iv) "Common
Areas". All community property
and amenities such as, but not limited to, buildings, roads, rights-of-way,
land, and parking and access areas, transferred to or acquired or owned by the
Association as set forth in ARTICLE II, Section 1.(a),
and the clubhouses, swimming pools, beaches, water and sewer systems, and other
Association amenities and common elements and areas shown on the recorded PLANS
OF LOTS.
(v) "Covenants". The SCHEDULE
"A" Covenants, Conditions and Restrictions to which the lots in
(vi) "Fees". The Fees charged to each Active Member,
Tenant Member, or Developer Member for the use of the Association's amenities
and Common Areas, or other purposes, which are in addition to the Annual
Assessments for each lot.
(vii) "Operating
Expenses". All of the
recurring expenses of the Association, other than the Capital Expenses or the
Capital Project costs.
(viii)
"Special Assessments".
Assessments in addition to Fees and Annual Assessments to meet
unbudgeted Operating or Capital Expenses, for a Capital Project, or for some
other purpose approved by a majority of the members entitled to vote in
accordance with ARTICLE VIII.
(ix)
‘Capital Improvement Fee” The assessments upon the transfers of
the lots, according to such terms and conditions, and subject to such
exemptions, as has been authorized by the membership.
(b) Membership
Fees and Annual Assessments shall be fixed by the Board of Directors, and the
Special Assessments shall be fixed by the Association in accordance with this ARTICLE,
ARTICLE V and ARTICLE VII and may vary as to different classes of
members and as to improved and unimproved lots. The single statement of assessments will
be issued for each lot, each year, payable in four (4) equal or as near equal
installments due on January 1, April 1, July 1 and October 1 of that year. The Board may establish discounts or
incentives for full payment of the assessments earlier than due. As set forth in ARTICLE VIII, interest
shall accrue on assessments if not paid within thirty (30) days of the due
date.
Section 4. Voting and Common Area
Use. Voting shall be
restricted to Active Members in good standing. The use of Common Areas shall be
restricted to Active Members, Tenant Members, and Developer Members in good
standing. Good standing shall be
that status achieved by Active Members, Tenant Members, and Developer Members
who have paid all current outstanding Fees, Annual Assessments, and Special
Assessments, and who otherwise have not been charged and determined responsible
for social violations or travesties which, after notice and hearing, are
determined by the Board of Directors to be detrimental to the Community. Each Active Member in good standing
shall have one vote per plotted lot.
In case of multiple owners of a lot or lots, one owner shall be
designated in writing to be the voting member by the other co-owner(s). If no designation of the voting member
is made, then the first name in alphabetical order shall be the voting member.
Section 5. Plotted lots are defined as those plots
of the subdivision of lands approved by
Section 6. Obligations of all
classes of membership. The
obligation of membership shall be:
(a) To
comply at all times with the rules and regulations, policies, and By-Laws of
the Association and with the Covenants and to be responsible for like
compliance by family members, guests, tenants and invitees.
(b) To
pay all Fees, Annual Assessments, Special Assessments, fines and other charges
levied pursuant to the authority granted in these By-Laws including interest.
(c) To be
responsible for all damages attributable to the member, his or her family, his
or her guests, tenants, and invitees.
ARTICLE IV
Section 1. Place of Meetings. Any meeting of the members of the
Association shall be held in the State of
Section 2. The
Annual Meeting. The annual
meeting of the Association shall be held on the 2nd Saturday in June,
commencing with the year 1982.
Section 3. Special
meetings of the Association.
Special meetings of the Association may be called by the Board of
Directors at any time in the manner herein provided. A special meeting shall be called upon
the written signed petition of ten (10%) percent of the members of the
Association who would have the right to vote at such special meeting. For purposes of determining whether this
10% standard (ratio) has been achieved, the number of eligible petitioners
shall be proportioned to (divided by) the average number of members entitled to
vote as of the day of each month of
the year immediately preceding the date sixty (60) days prior to receipt of the
petition by the Association. Only
those members (signatories to the petition) entitled to vote as of the date of
the Association's receipt of the petition are eligible
petitioners. Voting at a special
meeting shall be in person or by proxy unless these By-Laws provide otherwise.
Section
4. Notice of Meetings of the
Association. Written notice
of the place, date and hour of the meeting and in the case of the special
meeting, the person calling the meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
fifty (50) days before the date of the meeting, either personally or by mail,
to each member entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
member at his address as it appears on the records of the Association, with
postage prepaid, or such notice may be published in any newspaper published in
the County in the State in which the principal office of the corporation is
located, once a week for three (3) successive weeks next preceding the date of
the meeting.
Section
5. Quorum. A quorum at either a special meeting or
the annual meeting shall be a minimum of twenty (20) members entitled to vote
at such meeting in person or by proxy.
The vote of a majority of the votes entitled to be cast at any meeting
at which a quorum is present shall be necessary for the adoption of any matter
voted upon by the members, unless a greater proportion is required hereunder or
by law.
Section
6. Voting. Each unit of membership shall be
entitled to vote as provided above.
The Board of Directors shall promulgate rules and regulations governing
conditions and administration of the election and the graphic make up or design
of the ballot. All ballots and
election records shall be preserved for a period of five (5) years. If the number of qualified nominations
for a term of office of the Board of Directors, qualified and received in
accordance with ARTICLE V, Sections 2 and 5 of these By-Laws, is equal
to or less than the number of Directors to be elected or designated to the term
of office, then upon certification by the Secretary that the nominees are
qualified, the Secretary, upon motion of the Board of Directors, shall
designate those qualified nominees as Directors for the said term of
office. In such event, said
designation shall preclude ballots or an election.
Section
7. Order of Business.
(a) Minutes of previous
meeting.
(b) Reports of Officers.
(c) Reports of Committees.
(d) Unfinished business.
(e) Fixing number of
Directors to be elected or designated.
(f) Election or designation of Directors.
(g) Other new business.
(h) Adjournment.
ARTICLE V
The Directors
Section
1. Powers. The affairs of
the Association shall be governed and administered by the Board of
Directors. They shall have full
power and it shall be their duty to carry out the purpose of the Association,
according to its Articles of Incorporation, By-Laws and Rules. In addition to and not in limitation of
the powers granted the Board of Directors by law, they shall have these powers:
(a) To sue or defend suit in the Association name.
(b) To
have a seal, which may be altered at pleasure, and to use the
same in any proper manner.
(c) To purchase, take, receive, lease as lessee, take by gift, or
bequest, or by devise, or otherwise acquire and to own, hold, use and otherwise
deal with any real or personal property or any interest therein, situated in or
out of this Commonwealth, which may be necessary and proper.
(d) To
borrow money, enter into long term contracts, issue its notes, bonds or other
evidences of debt, for money or labor done, or money or property actually
received, and to secure any of its obligations by mortgage, pledge, security
agreement, or deed of Trust of any of its property franchises and income. All long term contracts, commitments or
borrowings, both internal and external, in excess of $100,000 shall be approved
by vote of the membership.
This initial cap amount, and
each successive adjusted cap amount, shall be
annually adjusted upward based on
the "Cost of Living Adjustment" (COLA) index. In any event, the cap amount in effect
for any given transaction shall not be less than $100,000.00.
As used herein, "long
term" means in excess of one year.
These long
term transactions shall be fulfilled or terminated by the
Association within one year and cannot be rolled over annually to avoid the cap
amount in effect for the transaction.
(e) To
elect or appoint and remove officers and agents of the Association, and to
define their duties and fix their compensation.
(f) To purchase, take by gift or bequest or otherwise acquire and to
hold shares, bonds, securities or other evidences of debt of any other person
or corporation and to exercise all rights and privileges of such ownership,
subject to limitations imposed by laws.
(g) To
make transfers, in trust of its property and assets, make contributions and
donations for the public welfare, charity, religious, scientific or educational
purposes.
(h) To
grant allowance, pensions and death benefits to its officers, directors, or
employees, as may be appropriate under existing Pennsylvania Non-Profit
Corporation Law.
(i) To appoint policemen.
(j) To determine whether the conduct of any member violates any rules or
By-Laws of the Association, and if so, to fix the penalty for such violation.
(k) To
appoint committees and define their duties.
(l) To promulgate rules and regulations for the conduct of the affairs
of the Board and of the Association within its place.
(m) To fix the time and
place of all meetings of the membership.
(n) To establish, levy,
assess and enforce rates, membership Fees, Annual Assessments, fines, and
interest, for community services, including, but not limited to, water or
sewage systems, and other Common Areas, and to enforce Special Assessments by
the Association, but not for any other purpose, except upon approval of a
majority of the members in good standing entitled to vote obtained at a meeting
of which notice of the substance of the proposed levy, assessment, rate,
charge, or Special Assessment was stated in the notice of the meeting. The Board of Directors may not increase
the Annual Assessments in excess of ten (10%) percent above the Annual Assessments
assessed the previous year, or impose any new Fees except upon approval of a
majority of the members in good standing entitled to vote in accordance with ARTICLE
IV.
(o) To
stop the services to any member, including any member who owns more than one
lot, who fails to pay the proper rates or the proper levy or assessment set
forth in ARTICLE III, ARTICLE V or ARTICLE VIII on each and every
lot, and to suspend the membership privileges of such member.
(p) All
new capital projects (excluding repair, including improvement, replacement or reconstruction
of existing Association buildings, structures, machinery and equipment) in
excess of $150,000.00 in direct costs shall be approved by vote of the
membership.
This initial cap amount, and
each successive adjusted cap amount, shall be annually adjusted upward based on
the "Cost of Living Adjustment"" (COLA) index. In any event, the cap amount in effect
for any given capital project shall not be less than $150,000.00.
Section
2. Number and Qualification of
Directors. The Board
of Directors shall consist of seven (7) natural persons at least eighteen (18)
years of age who are also Active Members in good standing of the Association at
the time their candidacy for the said Board is announced and thereafter.
(a) Only one family member
may serve on the on the Board of Directors at one time. No immediate family
member is eligible to run or be appointed to the Board of Directors while a
family member is on the Board and/or will continue to be on the Board.
Immediate family includes: spouse, father, mother, brothers, sisters, sons,
daughters and spouses of the immediate family.
Section
3. The initial Board of Directors shall serve for
a term of three (3) years. From and
after the annual meeting of June, 1980, all elected or designated Directors shall
serve for a term of three (3) years, which term shall commence immediately
following the adjournment of the annual meeting at which they were elected or
designated.
Section
4. Vacancies on the Board of Directors may be
filled by a majority of the remaining members, though less than a quorum; and
each person so elected shall serve until a successor is elected by the members
at their next annual meeting or at a special meeting called for that purpose,
or designated in accordance with ARTICLE IV, Section 6, and each person
so elected or designated shall be a director to serve for the balance of the
unexpired term.
Section
5. The 1st day of April at 4:30 p.m. shall be the
last day for receiving nominations for the Board of Directors. If the 1st day of April falls on a
Sunday or a holiday without mail delivery, then the following day of mail
delivery at 4:30 p.m. shall be the last day for receiving nominations for the
Board of Directors.
Section
6. Meetings by Conference
Telephone. One or more
directors or the entire Board of Directors may participate in a meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
and speak to each other.
Section
7. No Director shall serve more than two (2)
consecutive three (3) year terms, however, after one (1) year he/she may be
elected and serve once again two consecutive three (3) year terms.
Section
8. Organization Meeting. The first meeting of a newly elected
Board of Directors shall be held within ten (10) days of election at such place
as shall be fixed by the Directors at the meeting at which such Directors were
elected, and no notice shall be necessary to the newly elected Directors in
order legally to constitute such meeting, providing a quorum of the Board shall
be present. The intent is to allow
newly elected members to participate in any Board meeting called immediately
after election. At
this meeting the Board shall
elect a President and such corporate officers as provided in the By-Laws.
Section
9. Regular Meetings. Regular meetings of the Board of
Directors shall be held at Wallenpaupack Lake Estates at such time as shall be
determined, from time to time, by a majority of the directors, but at least
four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board
of Directors shall be given to each director, personally or by mail, telephone
or telegraph, at least three (3) days prior to the day named for such
meeting. There shall be kept
minutes of all meetings conducted by the Board, together with record of voting
at such meetings.
Section
10.Special Meetings. Special
meetings of the Board of Directors may be called by the President or Secretary on
three (3) days notice to each Director, given personally or by mail, telephone
or telegraph, which notice shall state the time, place and purpose of the
meeting. Special meetings of the
Board of Directors shall be called by the President or Secretary in like manner
and on like notice on the written request of at least three (3) Directors. If the President or Secretary determines
that immediate action is necessary, then the President or Secretary may call a
special meeting in like manner and upon immediate notice.
Section
11.Waiver of Notice. Before
or at any meeting of the Board of Directors, any Director may, in writing,
waive notice of such meeting and such waiver shall be deemed equivalent to the
giving of such notice. Attendance
by a Director at any meeting of the Board of Directors,
shall be a waiver of notice by said Director, of the time and place
thereof. If all Directors are
present at any meeting of the Board, no notice shall be required and any
business may be transacted at such meeting.
Section
12.Quorum. At all meetings of the
Board of Directors, a majority of the Directors shall constitute a quorum for
the transaction of business, and the acts of the majority of the Directors
present at a meeting at which a quorum is present shall be the acts of the
Board of Directors. If, at any
meeting of the Board of Directors, there be less than a quorum present, the
majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any
business which might have been transacted at the original meeting may be
transacted without further notice.
This does not waive any requirement for a quorum to be present to
conduct business at any adjourned meeting.
Section
13. Election of
Directors. All elections to
the Board shall be made on written ballot which shall:
(i) Be received no later than 1:00 P.M. on the day
before the Annual Meeting at the Association address;
(ii) Describe the vacancy to
be filled; and
(iii) Set forth the names of
those persons who have become candidates for the office of director.
Such ballots shall be
prepared and mailed by the Secretary to each member entitled to vote
simultaneously with the mailing of the notice of the Annual Meeting of the
Association.
The completed ballots shall
be returned as follows: Each ballot
shall be placed in a sealed envelope marked "Ballot", but not marked
in any other way. Each such
"Ballot" envelope shall contain only one (1) ballot, and each voting
member shall be advised that because of the verification procedures hereinafter
set forth, the inclusion of more than one (1) ballot in any one
"Ballot" envelope shall disqualify the return. The verification envelope shall bear on
reverse side the name and signature of the member, his lot number, and such other
information as the Board may determine will serve to establish his right to
cast the vote or votes presented in the ballot contained therein. The ballots shall be returned to the
Election Chairperson of the Election Committee at the Association's address no
later than 1:00 P.M. on the day before the meeting.
Upon receipt of each return,
the unopened verification envelope shall be marked on the reverse thereof by a
member of the Association's staff with the amounts owed, if any, by the member,
a notation made as to receipt of ballot from that member on a Registration
Sheet, and then immediately placed in a safe or locked place until the day
fixed by the Board for the counting of such ballots. On that day, the verification envelopes
containing the "Ballot" envelopes shall be turned over, unopened, to
the Election Committee consisting of the Election Chairperson and his
committee.
(i) That the signature of the member on the outside
is genuine; and
(ii) That such member is a
member in good standing.
Such procedure shall be taken in such manner that the vote of any member shall not be disclosed to anyone, including the Election Committee. The outside envelopes shall thereupon be opened and proxies, etc., tallied, withou