hobylaws

BYLAWS OF THE __________ ASSOCIATION

ARTICLE I. ASSOCIATION OF OWNERS

Section 1. Membership. The members shall consist of all Lot Owners of ____________ Subdivision, (the “Subdivision") a property governed by a General Declaration of Covenants and Restrictions dated _______________ and recorded in the Piscataquis County Registry of Deeds in Book _____, Page _______ (the "Declaration") and located in Frenchtown Township, Piscataquis County, Maine. Membership shall be in accordance with the Declaration and with these Bylaws. The membership of each Owner terminates upon a sale, transfer or other disposition of his/her ownership interest in his/her Lot (as defined in the Declaration) whereupon the membership and any interest in the funds of the Association shall automatically transfer to and be vested in the successor in ownership. A conveyance in mortgage of the Lot, however, shall not operate to transfer membership until the mortgage is foreclosed or the Lot is sold in lieu of foreclosure.

Section 2. Meetings. The first meeting of the members shall be held at the call of Plum Creek Land Company, (hereinafter the “Declarant") after not less than 50% of all Lots in the subdivision have been sold.

Section 3. Subsequent meetings. Subsequent meetings of the members may be held at any time upon the call of the President or upon the call of the owners of a minimum of three Lots. Upon receipt of the call, the Secretary shall send out notices of the meeting to all members of the Association.

Section 4. Notice of meetings. A written or printed notice of every meeting of the Association shall be given by the Secretary or the person or persons calling the meeting at least thirty (30) days before the date set for the meeting. Such notice shall be given to each member as indicated in the records of the Association by mailing it, postage prepaid, addressed to the member at his address as it appears on the records of the Association. If notice is given pursuant to provisions of this section, the failure of any member to receive actual notice of the meeting shall in no way invalidate the meeting or any proceedings at such a meeting.

Section 5. Waiver of notice. The presence of all the members at any meeting shall render the same a valid meeting.

Section 6. Quorum. The presence at any meeting of the Association of owners whose aggregate voting rights constitute more than 25% of the total voting rights shall constitute a quorum. At any meeting at which a quorum is present, the affirmative vote of a majority of those present shall decide any question except the election of Directors presented to the meeting, unless a greater percentage vote is required by law, by the Declaration or by these Bylaws. In the election of Directors, those receiving the greatest number of votes, though less than a majority, shall be elected.

Section 7. Voting. Any person, firm, corporation, trust, or other legal entity or a combination thereof, owning any Lot other than as a mortgagee duly recorded in his or its name, the ownership whereof shall be determined by the records of the Piscataquis County Registry of Deeds, shall be a member of the Association, and entitled to vote for each Lot so owned at all meetings of the Association. Co‑owners or joint owners shall be deemed one owner. The authority given by a member to another person to represent such member at meetings of the Association shall be in writing, signed by such member or if a Lot is jointly owned then by all joint owners, or if such member is a corporation, by the proper officers thereof, and shall be filed with the Secretary, and unless otherwise stated therein, such authority shall terminate after eleven months. An executor, administrator, guardian, or trustee may vote at any meeting of the Association with respect to any Lot owned or held by him in such a capacity, whether or not the same shall have been transferred to his name by a duly recorded conveyance. In case such Lot shall not have so been transferred to his name, he shall satisfy the Secretary that he is the executor, administrator, guardian, or trustee holding such Lot in such capacity. Whenever any Lot is owned by two or more owners jointly according to the records of said Registry, the owners thereof may designate in writing one or more of the owners to cast the vote for all such owners, and such designation, unless otherwise limited by its terms, shall be valid once filed with the Secretary until revoked by any such owner by notice in writing filed with the Secretary. The Declarant may exercise Declarant's voting rights pertaining to any Lot owned by the Declarant.

Any specified percentage of owners refers to the aggregate voting rights and not to the number of owners.

Section 8. Adjournment. Any meeting of the Association may be adjourned from time to time to such place and time as may be determined by majority vote of the members present, whether a quorum be present or not.

ARTICLE II. BOARD OF DIRECTORS

Section 1. Number and qualification. Until the first meeting, the affairs of the Association shall be governed by the Declarant or three persons appointed by the Declarant, who need not be Lot owners. Thereafter, the affairs of the Association shall be governed by a Board of Directors elected by the members, initially composed of three persons, and as increased or decreased at any annual meeting by a majority vote of persons present at the meeting. Each such director shall be the Owner or the spouse of an Owner of a Lot; or if an Owner shall be a corporation, partnership, trust or estate, then an officer, partner, trustee or beneficiary thereof.

Section 2. Powers and duties. The Board of Directors shall have the power and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these Bylaws directed to be exercised and done by the owners.

Section 3. Other duties. In addition to other duties imposed by these Bylaws or by resolutions of the Association, the Board of Directors shall be responsible for the following:

(a) Care, upkeep, and surveillance of all roads, common areas and facilities within the subdivision.

(b) Determination and collection of the annual assessments from the owners.

(d) Procurement and payment of appropriate insurance coverage.

(e) Enforcement of the Declaration.

Section 4. Election and term of office. From and after the first meeting, the Directors shall be elected by the Owners. The term of office shall be fixed for three years. There is no limit on the number of terms a Director may serve.

Section 5. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the members shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.

Section 6. Removal of Directors. At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a vote of the majority of the members and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.

Section 7. Compensation. No compensation shall be paid to directors for their services as directors. No remuneration shall be paid to a director for services performed by him for the Association in any other capacity, unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors before or after the services are undertaken.

Section 8. Annual Meeting. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the Association and at the same place, and no notice shall be necessary in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 9. Regular and Special Meetings. Regular and special meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the directors. Notice of regular and special meetings of the Board of Directors shall be given to each director, personally or by mail, addressed to his or her residence, or by telephone, at least three days prior to the day named for such meeting.

Section 10. Waiver of notice. Before or after 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 shall be a waiver of notice by him or her 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.

Section 11. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business.

Section 12. Unanimous action. Unless otherwise provided by law, the Declaration, or these Bylaws, any action which may be taken at a meeting of the directors may be taken without a meeting if all of the directors sign written consents, setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of directors meetings and shall have the same effect as a unanimous vote.

Section 13. Bonds. The Board of Directors may require that any member of the Association handling or responsible for corporate funds shall furnish adequate bonds. The premiums on such bonds shall be paid by the Association.

Section 14. Committees. The Board of Directors may establish such standing or other committees, with such powers and duties, as it deems advisable.

ARTICLE III. OFFICERS

Section 1. Designation. The Board of Directors of the Association shall elect a President, Treasurer, and a Secretary at the annual meeting of the Board. The term of office shall be one year. There is no limit on the number of terms an officer may serve; provided, however, that officers must be members of the Board of Directors.

Section 2. President. The President shall be the chief executive officer of the Association, and shall preside at all meetings of the Association and of the Board of Directors. In his or her absence, a chairman pro tempore may be chosen by the members or directors, as the case may be, to preside at a meeting. The President shall have all of the general powers and duties which are usually vested in the office of president of an association, including but not limited to the power to appoint ad hoc committees from among the Owners or their spouses from time to time as the President may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.

Section 3. Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association.

Section 4. Secretary. The Secretary shall have the responsibility to provide notices of meetings to members, manage and respond to any correspondence to or from the Association, and keep minutes and records of Association meetings.

Section 5. Compensation. The Board members shall receive no compensation for their services except as expressly provided by a resolution duly adopted by the members.

Section 6 Auditor. The Board of Directors may appoint some person, firm or corporation engaged in the business of auditing to act as auditor of the Association and to audit the financial statements of the Association.

Section 7. Removal of an Officer. At any regular or special meeting duly called, any one or more of the Officers may be removed with or without cause by a vote of the majority of the Directors and a successor may then and there be elected to fill the vacancy thus created.

ARTICLE IV. FISCAL MANAGEMENT

Section 1. Accounting. Books and accounts of the Association shall be kept under the direction of the Treasurer and in accordance with customary accounting principles and practices. Within 90 days after the close of each fiscal year, the Association shall furnish its members with a statement of the income and disbursements for such prior fiscal year and a balance sheet as of the close of that year.

Section 2. Assessments. With respect to each fiscal year, the Board shall estimate the amount required by the Association to meet its expenses for such year, including but not limited to the following items:

(a) Management and administration expenses;

(b) The estimated cost of maintenance;

(c) The amount of such reserves as may be reasonably established by the Board, including general operating reserves, reserves for contingencies, and reserves for maintenance and replacements; and

d) Such other expenses of the Association as may be approved by the Board of Directors including operating deficiencies, if any, for prior periods.

Not less than 30 days before the Annual Meeting of Members, the Board shall cause an estimated annual budget to be prepared based on its estimations of annual expenses, and copies of such budget shall be furnished to each member. Unless at that meeting 75% or more of the owners vote to reject the budget, the budget shall be deemed ratified, whether or not a quorum is present at the meeting. In the event the budget is rejected, the budget last ratified by the members shall be continued until such time as the owners ratify a subsequent budget proposed by the Board.

If any member shall fail or refuse to make payment of his assessed fee, or any other amount payable to the Association when due, the amount thereof shall bear interest at a rate per annum, not exceeding 10%, established from time to time by the Board of Directors and, together with such interest, shall constitute a lien on the Lot of such member. The Association and the Board shall have the authority to exercise and enforce any and all rights and remedies provided in the Declaration or these Bylaws, or otherwise available at law or in equity for the collection of all unpaid amounts including the right to accelerate payment on the full assessment for the year and, if necessary to foreclose upon a lien in accordance with Section 7 of this Article.

Section 3. Revised and emergency assessments. If at any time prior to or during the course of any fiscal year the Board shall deem the amount of the membership assessments to be inadequate by reason of a revision in its estimate of either expenses or other income, the Board shall prepare and cause to be delivered to the members a revised estimated annual budget for the balance of such fiscal year and shall call a meeting of the members to ratify such budget in the same manner as for an annual budget. After ratification, monthly assessments shall be determined and paid on the basis of such revision.

The Board may, upon finding that an emergency exists which requires immediate assessment of the members, make an emergency assessment not to exceed an amount equal to the then current annual assessment for each Lot, which shall be due and payable when communicated to the members.

Section 4. Maintenance and repair. All road maintenance and repair shall be performed at the direction of the Board of Directors, and shall be a common expense pursuant to the provisions of the Declaration. Vouchers for the payment of maintenance and repair costs shall be approved by the President before payment.

Section 5. Rules and regulations. In order to assure the peaceful and orderly use and enjoyment of the Lots and common areas and facilities, the Board of Directors may from time to time adopt, modify, and revoke in whole or in part, such reasonable rules, and regulations, to be called Rules and Regulations, governing the conduct of persons within the subdivision as it may deem necessary, including, but not limited to, methods and procedures for enforcing compliance with the Declaration and Bylaws. Such Rules and Regulations adoption, and every amendment, modification, and revocation thereof, shall, upon adoption be delivered promptly to each owner and shall be binding upon all members of the Association and occupants of the property.

Section 6. Foreclosure of lien. In any action to foreclose the lien against any owner of a Lot, the Association may represent itself through its manager or Board of Directors in like manner as any mortgagee of real property. The manager or Board of Directors acting on behalf of the Lot owners shall have the power to bid and acquire such Lot. Suit to recover money judgment for unpaid common expenses shall be maintainable with all costs and reasonable attorney's fees without foreclosing or waiving the lien securing the same.

ARTICLE V. EXECUTION OF INSTRUMENTS

Section 1. Instruments generally. All checks, drafts, notes, bonds, acceptances, contracts, deeds, and all other instruments shall be signed by the President or the Secretary/ Treasurer or Clerk, or by such other officer or employee as the Board of Directors may designate.

ARTICLE VI. LIABILITY OF OFFICERS

Section 1. Exculpation. No director of the Association shall be liable for acts or defaults of any other officer or members or for any loss sustained by the Association or any member thereof, unless the same has resulted from his own willful misconduct or gross negligence.

Section 2. Indemnification. Every director, officer, and member of the Association shall be indemnified by the Association against all reasonable costs, expenses, and liabilities (including counsel fees) actually and necessarily incurred by or imposed upon him in connection with any claim, action, suit, proceeding, investigation, or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his having been an officer or member of the Association whether or not he continues to be such director, officer or member of the Association at the time of the incurring or imposition of such costs, expenses, or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct or gross negligence toward the Association in the performance of his duties, or in the absence of such final adjudication, any determination of such liability by the opinion of the legal counsel selected by the Association. The foregoing right of indemnification shall be in addition to and not in limitation of all rights to which such persons may be entitled as a matter of law and shall inure to the benefit of the legal representatives of such person.

ARTICLE VII. FISCAL YEAR

Section 1. Fiscal year. The fiscal year of the Association shall be established by the Board of Directors.

ARTICLE VIII. BYLAWS

Section 1. Amendment. These Bylaws may be amended, modified, or revoked in any respect from time to time by vote of the members of the Association whose aggregate vote constitutes 75 percent of all votes, at a meeting duly called for the purpose.

Section 2. Conflict. In the event of any conflict between these Bylaws and the provisions of the Declaration the latter shall govern and apply.