BYLAWS OF PERKIOMEN CROSSING HOMEOWNERS ASSOCIATION
Section 1: Name and Location. The name of the organization is the Perkiomen Crossing Homeowners Association, an unincorporated association, hereinafter referred to as the “Association”. The principal office of the Association shall be located at 975 Easton Road, Suite 102, Warrington, Pa. 18976, but meetings of Members and Directors may be held at such places as may be designated by the Board of Directors.
Section 2: Seal. If incorporated, the corporate seal of the Association shall be in circular form and shall bear the name of the Association and such other language as is required by the laws of the State of Pennsylvania.
Section 3: Definitions. Capitalized terms used herein without definition shall have the meaning specified for such terms in the Declaration of Covenants, Easements and Restrictions (hereinafter “Declaration”) to which these By-Laws pertain, except as otherwise provided herein.
Section 4: Compliance. Every Member of the Association shall comply with these By- Laws.
MEETINGS OF MEMBERS
Section 1: Membership. Every Owner of a Lot, including Declarant, shall be a Member of the Association. Membership in the Association shall be appurtenant to each of the Lots and the transfer of title to each lot shall automatically transfer membership in the association without the necessity of the delivery of any document.
Section 2: Annual Meetings. The first annual meeting of the members shall be held when twenty-five percent (25%) of units are conveyed, and each subsequent regular annual meeting of the member shall be held on the same day of the same month of each year thereafter, at the hour of 8:00pm. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 3: Special Meetings. Special meetings of the member may be called at any time by the president or by the Board of Directors, or upon written request by one-fifth (1/5) of the members.
Section 4: Proxies. Each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary prior to the time of the meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot, or one (1) year after its date.
Section 5: Method of Voting. Elections or questions to be submitted to the members may be decided at a meeting or by ballot vote, by mail or at polling places designated by the Board. The Board shall determine the method of voting by resolution and give notice thereof as provided herein.
Section 6: Notice of Meetings. Written notice of meetings or ballot poll where action by member is required to amend the Declaration, By-Laws, or Articles of Incorporation shall be provided to members at least thirty (30) days prior to such meeting or ballot poll. Notice of all other meetings of members shall be provided to member at least fifteen (15) days before such meeting.
Notice of meetings or ballot polls shall specify the place, day and hour. In the case of special meetings, the notice shall state the purpose of the meeting. In the case of the ballot poll, the notice shall include the matter(s) to be voted upon.
Section 7: Voting Rights. Voting rights of member of the association shall be the same as set forth in Article III, section 2 of the Declaration.
Section 8: Quorum. The presence, in person or by proxy, of members entitled to cast at least a majority of the votes which all members are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matters, and, unless otherwise provided by statue, the acts at a duly organized meeting of the members present, in person or by proxy, entitled to cast at least a majority of the votes which all members present are entitled to cast, shall be the acts of the members. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
BOARD OF DIRECTORS
Section 1: Number. The affairs of the association shall be managed by the board of five (5) directors. Until the first annual meeting, the board shall consist of directors appointed by the Declarant. Thereafter, as long as the class B membership exists, the board of directors shall consist of three (3) appointed directors and two (2) elected directors. Thereafter, at the first annual meeting after such time as there is no longer a class B member, the remaining three (3) seats on the board shall be filled by elected directors. One (1) such director shall be elected for a term of two (2) years and two (2) shall be elected for a term of one (1) year.
Section 2: Composition and Term.
Appointed Directors. Appointed directors shall be appointed by the Declarant and shall serve at the pleasure of the Declarant and may be removed and replaced by the Declarant at any time and from time to time at the Declarant’s sole discretion. They need not be member of the association. Three (3) Directors shall be appointed to serve until the first annual meeting. At the meeting and at each annual meeting thereafter, the Declarant shall appoint up to three (2) Directors until such time as the class B membership expires.
Elected Directors. Elected directors shall be elected by the class A members at annual meetings and shall serve for two (2) year terms, except as provided herein. At the first annual meeting, two (2) directors shall be elected; the director receiving the highest number of votes shall be elected for a two (2) year term; the other director shall serve a (1) year term.
Section 3: Method of Nomination. Candidates for election shall file a petition of candidacy, signed by no less that (5) members, submitted prior to the annual meeting. The elections committee shall provide all members with a ballot containing the names of all bona fide candidates at the annual meeting.
Section 4: Method of Election. Election shall be by a secret written ballot at the annual meeting or delivered to the Chairman of the Elections Committee or his designees prior to the start of the annual meeting. Each unit may cast a single vote, in respect to each vacancy. Whenever more than one (1) person or entity shall be the recorded title holder of any unit, all owners shall appoint one (1) person or entity for the purpose of voting according to these By-Laws. Cumulative voting is not permitted. Those persons receiving the largest number of votes shall be elected.
Section 5: Resignation and Removal. The unexcused absence of an elected director from three (3) consecutive regular meetings of the board shall be deemed a resignation. Any elected director may be removed from the board, with or without cause, by a majority vote of the members of the association.
Section 6: Vacancies. In the event of death, resignation, or removal of an elected director, his successor shall be selected by the remaining elected directors and shall serve for the unexpired term of his predecessor.
Section 7: Powers. The board of directors shall have all powers for the conduct of the affairs of the association which are established by law, and the Declaration which are not specifically reserved to member, the Declarant, or the Architectural review committee by said documents.
Section 8: Duties. Without limiting the generality of its powers, it shall be the duty of the board to:
a. Exercise its powers in accordance with the governing documents;
b. cause to be kept a complete record of all its affairs including the book of resolutions, make such records available for inspection by any member, his agent, or institutional lender who has an interest in the property and present an annual statement thereof to the members;
c. adopt and follow procedures for adoption and publication of board resolutions to be included in the book of resolutions, including the provision for hearing and notice of members for resolutions on rules, the annual budget, and other matters affecting the rights of members;
d. adopt and publish rules and regulations including fees, if any, governing the use for the common area and facilities, and the personal conduct of the members and their guests thereon, and to include these in the book of resolutions;
e. supervise all officers, agents and employees of the association and see that their duties are properly performed;
f. designate depositories for association funds, designate those officers, agents and/or employees who shall have authority to withdraw from such accounts on behalf of the association, and cause such persons to be bonded, as it may deem appropriate;
g. send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of the due date of the assessment or first installment thereof;
h. appoint such committees as prescribed in Article V; and
i. exercise their powers and duties in good faith, with a view to the interests of the association and to this end adopt appropriate guidelines for action on matters where a potential conflict of interest may exist.
Section 9: Board Members. The presence, in person or by proxy, of board members entitled to cast at least a majority of the votes which all board members are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and , unless otherwise provided by statue, the acts, at a duly organized meeting, of the board members present, in person or by proxy, entitled to cast at least a majority of the votes which all board members present are entitled to cast shall be the acts of the board members. The board members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough board members to leave less than a quorum.
Section 1: Enumeration of Officers. The officers of this association shall be a president and a vice president, who shall at all times be members of the board of directors, a secretary, and a treasurer, and such other officers as the board of directors may from time to time by resolution create.
Section 2: Election of Officers. The election of officers shall take place at the first meeting of the board of directors following each annual meeting of the members.
Section 3: Term. The officers of this association shall be elected annually by the board of directors. Each shall hold office for one (1) year unless he shall sooner resign or shall be removed or otherwise disqualified to serve.
Section 4: Resignation and Removal. Any officer may be removed from office with or without cause by the board. Any officer may resign at any time, giving written notice to the board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such a resignation shall not be necessary to make it effective.
Section 5: Vacancies. A vacancy in any office may be filled by appointment by the board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 6: Multiple Offices. The offices of president and treasurer may not be held by the same person.
Section 7: Duties. The duties of the officers are as follows:
a. President. The president shall preside at all meetings of the board of directors and of the association; see that orders and resolutions of the board are carried out; sign all mortgages, leases, deeds, and other written instruments and co-sign all promissory notes and contracts as the board may approve from time to time.
b. Vice-President. The vice president shall act in the place and stead of the president in the event of his absence, inability, or refusal to act, and exercise and discharge such duties as may be required of him by the board.
c. Secretary. The secretary shall cause the minutes to be kept of all meetings and proceedings of the board and of the members; cause the book of resolutions to be maintained; serve as custodian of the association files and records, keep the corporate seal, if any, of the association and affix it on all papers requiring said seal; cause notice to be served to members and institutional lenders as required in the governing documents; cause a roster to be maintained of the names of all members of the association, together with their addresses, as registered by such members, and perform other duties as required by the board.
d. Treasurer. The treasurer shall cause all monies of the association to be deposited in appropriate accounts and disbursed there from within the limits of the annual budget or as directed by resolution of the board of directors; co-sign any promissory notes and contracts; keep proper books of account; cause an annual audit of the association books to be made by a certified public accountant at the completion of each full fiscal year; be the chief officer responsible for the annual preparation of the budget, the income statement and the balance sheet statement to be presented to the board and to the member ship at its regular annual meeting. The financial duties of the treasurer may be assigned to a management agent upon approval by a majority of the board.
Section 1: Election Committees. The board of directors shall appoint an Election Committee prior to the annual meeting date. The committee shall consist of a chairman who may not be a director, and at least three (3) members, none of whom shall be candidates for office. It shall be the duty of the committee to provide supervision of the nomination and election of directors in accordance with procedures adopted by the board and placed in the book of resolutions.
Section 2: Other Committees. In addition to the Architectural Committee, the board may appoint such other committees as it deems necessary or desirable for the operations of the association.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1: Regular Meetings. Regular meetings of the board of directors shall be held without notice at such place and hour as may be fixed from time to time by the directors.
Section 2: Special Meetings. Special meetings of the board of directors shall be held when called by the president of the association, or by any two (2) directors, after not less than three (3) days’ notice to each director.
Section 3: Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act done or decision made by a majority of the directors present shall be regarded as the act of the board.
Section 4: Executive Sessions. All meetings of the board of directors shall be open to observers, except the president may call the board into executive session on matters of personnel, litigation, or for hearings on infractions of published rules and regulations. Any action taken by the board in executive session shall be recorded in the minutes of the board’s meeting.
Section 5: Action Taken Without a Meeting. The directors of the board shall have the right to take any action in the absence of a meeting which they would take at a meeting by obtaining the written approval of all of the directors of the board. Any action so approved shall have the same effect as though taken at a meeting of the board of directors.
LIABILITY AND INDEMNIFICATION
Section 1: Directors, Officers, Architectural Review Committee Members and Other Committee Members.
a. Shall not be liable to any member, owner, or other resident of the property as a result of any actions taken or omitted to be taken in such capacities, for any mistake or judgment, negligent or otherwise, except for their willful misconduct or gross negligence;
b. Shall have no personal liability in contract to a member or owner, or to any other person or entity, under any agreement, instrument or transaction entered into or executed by them on behalf of the association;
c. Shall have no personal liability, direct or imputed, to a member or owner, or any other person or entity, by contractors employed or retained by them, on their behalf, in their official capacity, except for their own willfulness, conduct or gross negligence; and
d. Shall have no personal liability arising out of the use, misuse or condition of the property, or any part thereof, which might in any way be assessed or imputed to them as a result,
The fiscal year of the association shall be determined by the board of directors.
Section 1: Method. These by-laws may be amended:
1. By a vote of a majority of the directors of the board of directors at any meeting duly called for that purpose, providing notice of the meeting and the proposed amendment(s) has been given to the members at least fifteen (15) days prior to the meeting, or
2. At the annual meeting of the members, or at a special meeting called for that purpose by a two-thirds(2/3) vote of a quorum of members, voting by presence or proxy, provided that proposed amendments have been included in the notice of the meeting. Amendments shall become effective upon adoption.
Section 2: Special Amendment. Notwithstanding anything contained herein to the contrary, the Declarant, by its own action, shall have the right to amend these by-laws until the class B membership ceases solely in order to comply with the rules and requirements of any governmental or quasi-governmental body or any institution purchasing, holding, or insuring a security interest in any portion of the property.
These by-laws were update on May 7, 1993.
FIRST AMENDMENT TO BY-LAWS PERKIOMEN CROSSING HOMEOWNERS ASSSOCIATION
WHEREAS, Article IX, Section 1 of the Perkiomen Crossing Homeowners Association By-Laws allows a majority of the Directors of the Board of Directors at any meeting duly called for the purpose, providing that notice of the meeting and the proposed amendments have been given to the members at least fifteen (15) days prior to the meeting, to amend the By-Laws; and
WHEREAS, On April 23, 1996, the members of the Perkiomen Crossing Homeowners Association were informed of the a meeting to vote on the By-Laws; and
WHEREAS, on May 8, 1996, a meeting of the membership and the Board of Directors was held in accordance with the By-Laws.
THEREFORE, at said meeting referred to above, the Board of Directors voted unanimously to make the following changes to the By-Laws.
1. Article II, Section 2, entitled "Annual Meetings", was deleted in its entirely. In its place, the following was approved. "The annual meeting of the membership shall be held during the month of June, at a date, time and place as established by the Board of Directors."
2. Article II, Section 8, entitled "Quorum", was deleted in its entirety. In its place, the following was approved. "Except as otherwise provided in these By-Laws, the presence, in person, by proxy, or absentee ballot, of unit owners representing at least ten percent (10%) of the units, shall constitute a quorum at all meetings of the Association. The members present at a duly organized meeting can continue to do business until adjourment, not withstanding the withdrawal of enough members to leave less than a quorum."
3. Article III, Section 3, entitled "Method of Nomination", in the first sentence, "not less that five (5) members" will be deleted. In its place, "by the individual" will be inserted.
4. Article VIII, entitled "Fiscal Year", shall be deleted in its entirety. In its place, the following was approved. "The fiscal year of the Association shall be the calendar year."
EXCEPT AS ammended hereby, all provisions of the Perkiomen Crossing Homeowners Association By-Laws shall remain in full force and effect.