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HomeMy WebLinkAboutHomeowners Assoc By-LawsBy -Laws Of Miracle Way Homeowners Association, Inc. Section L ARTICLES OF ORGANIZATION, CORPORATE SEAL AND FISCAL YEAR 1.1 Articles of Organization. The name and purpose of the corporation shall be as set forth in its Articles of Organization. These By-laws, the powers of the corporation and of its members and directors and officers, shall be subject to the Articles of Organization as in effect from time to time. The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization. 1.2 Fiscal Year. The fiscal year of the corporation shall end on December 31 in each year. 1.3 Corporate Seal. The directors may adopt and alter the seal of the corporation. 1.4 Gender. The pronoun "he" or "his", when appropriate, shall be construed to mean also "she" or "her" and the word "chairman" shall be construed to include a female. Section II. MEMBERS 2.1 Members Each person, including a corporation or other legal entity, who is a record owner of a fee interest in any Lot, as hereinafter defined, shall automatically be a Regular Member of the Association ("Member" or "Regular Member"), and shall make immediate payment of the amount of the then current annual assessment or such proportionate part thereof for the remaining part of the then current fiscal year of the Association as the Board of Directors shall determine. Each Member shall be required to maintain good standing in the association by complying with the obligations assumed as above by paying in full the annual assessment, or any other legally imposed charges, during the year for which such assessment was levied. Page 1 of 10 By -Laws of Miracle Way Homeowners Association, Inc. The term Lot shall be deemed to mean Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, inclusive, appearing on a plan entitled, ""Definitive Subdivision Plan of Land of the Proposed Single Family Cluster Development at Lot 2, Route 6A, Yarmouthport, MA for The Davenport Companies, March 23, 2021, Scale 1"= 50' made by J.M. O'Reilly & Associates, Inc.", which plan is recorded at Plan Book Page (the Plan), excepting any and all lots owned by the Association. Each Regular Member in good standing shall be entitled to one (1) vote at all meetings of the Members of the Association for each Lot owned by such person. Whenever the fee interest in any of said Lot is owned of record by more than one person, the several owners shall determine and give notice in writing to the Secretary of the Association which one of such owners is entitled to cast the vote for such lot as a Member. Whenever the fee interest in any of said Lot is owned of record by an entity (Corporation, Limited Liability Company, Trust), the entity shall determine and give notice in writing to the Secretary of the Association which natural person is entitled to cast the vote for such lot as a Member. In the absence of such notice, the Board of Directors may, by majority vote, designate any one such natural person as entitled to cast such vote. The annual assessment shall be in such amount, as shall from time to time be determined by the Board of Directors of the Association. In addition to the annual assessments authorized by this Section, the Association, by a majority vote of those Members present or appearing by proxy at any meeting of the Association held in accordance with the provisions of Section III hereof and a majority vote of the Board of Directors, may during any year levy one or more special assessments against each Lot to be used for the purposes set forth in its purpose statement in the Articles of Organization. If any assessment or any installment of any assessment payable in installments shall not be paid on the date when due, then such assessment or installment shall become delinquent and shall, together with interest thereon and all costs of collection thereof as hereinafter provided including reasonable attorneys fees thereupon become a charge on the Lot and constitute a lien on the Lot against which it is assessed and shall run with the land. It shall also be the personal obligation of the owner or owners of such Lot at the time the assessment became due and shall remain their personal obligation. Section III. MEETINGS OF MEMBERS 3.1 Place of Meetings. All meetings of the Members shall be held at such place within or without the United States of America as is named in the call. Page 2 of 10 By -Laws of Miracle Way Homeowners Association, Inc. 3.2 Annual Meeting. The annual meeting of the Members shall be held on the first Saturday in May and shall be called by the President. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. 3.3 Special Meetings. Special meetings of the Members may be called by the president, or by any director, and shall be called by the Secretary/Clerk, or in the case of the death, absence, incapacity or refusal of the Secretary/Clerk, by any other officer, upon written application of any Member or Members entitled to vote at the meeting. In case none of the officers is able and willing to call a special meeting, the Supreme Judicial or Superior Court, upon application of such Member or Members shall have jurisdiction in equity to authorize one or more such Members to call a meeting by giving such notice as is required by law. 3.4 Notice. All meetings of the Members shall be called by giving at least seven days notice to the Members stating the place, day and hour for the meeting and its purpose. Notices shall be mailed postpaid to or delivered at the address of each Member as it appears on the books of the corporation. Whenever notice of a meeting is required to be given to Members under applicable law, the Articles of Organization or these By-laws, and said notice is not so given, a written waiver of notice, executed before or after the meeting by a Member or his duly authorized attorney and filed with the records of the meeting, shall be deemed equivalent to such notice. 3.5 Quorum. A majority of the voting Members in person or by proxy shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice. 3.6 Voting. At all meetings, every voting Member shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the Members represented at the meeting shall decide any question brought before the meeting, except when a larger vote may be required by law, the Articles of Organization, or these By-laws. Members may vote by written proxy dated not more than six months before the meeting named, which shall be filed with the Secretary/Clerk of the meeting before being voted. Page 3 of 10 By -Laws of Miracle Way Homeowners Association, Inc. 3.7 Action by Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all of the Members consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting. Section IV. BOARD OF DIRECTORS 4.1 Directors. The corporation shall have a board consisting of directors who shall have the power and duties of a board of directors under Massachusetts law. The directors shall be responsible for the general management and supervision of the business and affairs of the corporation, except with respect to those powers reserved to the members by law, the Articles of Organization or these By-laws. Only those Members who are in good standing, i.e. having no outstanding violations of the Maintenance Covenants, shall be eligible to hold any position as a Director of the Corporation. Only Lot owners, or designees of entities determined in accordance with Section 2. 1, may be Directors. 4.2 Number and Election. There shall at all times, after The Davenport Companies, or its successors and assigns, has conveyed 12 of the 14 Lots, be 5 directors, and they shall be those persons designated by each owner of a Lot to represent the said Lot. The initial Board of Directors shall be as named in the Articles of Organization, and until The Davenport Companies, or its successors and assigns has conveyed 7 of the 9 Lots. 4.3 Term of Office. Each director shall hold office for the lesser of 3 years, or a term equal to the duration of his or her ownership of his or her lot. 4.4 Resignations. Any director may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, the Secretary/Clerk, or to the corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time. 4.5 Removals. A director may be removed with cause by the vote of a majority of the directors or by a majority vote of the Members. A director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. Page 4 of 10 By -Laws of Miracle Way Homeowners Association, Inc. 4.6 Vacancies. Any vacancy in the board of directors may be filled by the directors at any meeting, unless previously filled by the Members. Each such successor shall hold office for the unexpired term until his successor is chosen and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. The directors shall have all their powers notwithstanding the existence of one or more vacancies in their number. 4.7 Remedies. Should any Member fail to comply with any provision of the terms of the Declaration of Protective Covenants (Covenants), duly recorded in the Barnstable County Registry of Deeds, as they may be amended from time to time, the Association shall employ whatever means it deems necessary to bring the Member Lot into compliance with the provision of the Covenants or to prohibit work on any existing or new structure until such time that it can be brought into compliance with the provision of the Covenants. The Association shall be held harmless in the execution of the corrections implemented by it under this Section. All costs including, but not limited to, legal fees, vendor bills, maintenance personnel costs and material charges, etc., shall be paid by the owner of the Member Lot who is in violation and who caused the need for the imposition of costs.. Section V. MEETINGS OF THE BOARD OF DIRECTORS 5.1 Annual Meeting. The annual meeting of the board of directors shall be held each year immediately after and at the place of the annual meeting of the Members at which the board is elected. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. As provided in Section 6.2 below, at the annual meeting, the Members shall elect the president, treasurer and Secretary/Clerk and any other officer of the corporation. 5.2 Regular Meetings. Regular meetings of the directors may be held at such places and at such times as the chairman, the president, or the directors may determine. 5.3 Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the chairman, the president, or by one or more directors. Page 5 of 10 By -Laws of Miracle Way Homeowners Association, Inc. 5.4 Place of Meetings. All meetings of the directors shall be held at the principal office of the corporation in Massachusetts or at such other place within or without the United States as shall be fixed by the president, the chairman, or by the directors. 5.5 Notice of Meetings. Notice of the time and place of each meeting of the directors shall be given to each director by mail at least five days or by facsimile, e-mail or other electronic means at least forty-eight hours before the meeting, addressed to him at his usual or last known business or residence address, or in person or by telephone at least twenty-four hours before the meeting. Notice need not specify the purposes of the meeting unless required by law, the Articles of Organization, these By-laws, or unless there is to be considered at the meeting (i) contracts or transaction of the corporation with interested persons, or (ii) removal or suspension of an officer or director. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his duly authorized attorney) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting the lack of notice to him before or at the commencement of the meeting. 5.6 Quorum. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice. 5.7 Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any questions, including election of officers and appointment or election of committees, unless otherwise provided by law, the Articles of Organization, or these By- laws. 5.8 Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting. Page 6 of 10 By -Laws of Miracle Way Homeowners Association, Inc. 5.9 Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the board of directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. Section VI. OFFICERS AND AGENTS 6.1 Number and Qualification. The officers of the corporation shall be a President, Treasurer, Secretary/Clerk, and such other officers, if any, as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director. A person may hold more than one office at the same time. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with each surety or sureties as shall be satisfactory to the directors. 6.2 Election. The President, Treasurer, and Secretary/Clerk shall be elected annually by the Members at the annual meeting of the members. Other officers, if any, may be elected by the Members at any time. 6.3 Term. The President, Treasurer, and Secretary/Clerk shall each hold office until the next annual meeting of the directors and until his successor is chosen and qualified. Each other officer shall hold office until the next annual meeting of the directors unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors. 6.4 Reserved 6.5 President. Unless the directors otherwise specify, the president of the corporation shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. Page 7 of 10 By -Laws of Miracle Way Homeowners Association, Inc. 6.6 Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he shall keep full and accurate records thereof. He shall also prepare or oversee all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. He shall have such other duties and powers as designated by the directors or the president. 6.7 Secretary/Clerk. The Secretary/Clerk shall record and maintain records of all proceedings of the directors and the members in books kept for that purpose, which shall be kept within the Commonwealth at the principal office of the corporation or at the office of its Secretary/Clerk or of its resident agent. Such books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and By-laws and names of all directors and members and the address of each. If the Secretary/Clerk is absent from any meeting of directors or Members, a temporary Secretary/Clerk chosen at the meeting shall exercise the duties of the Secretary/Clerk at the meeting. 6.8 Resignations. Any officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, the Secretary/Clerk or to the corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time. 6.9 Removals. An officer may be removed with our without cause by the vote of a majority of the directors. An officer may be removed for cause only after reasonable notice and opportunity to be heard before the board. 6.10 Vacancies. The directors shall elect a successor if the office of the President, Treasurer, or Secretary/Clerk, becomes vacant and may elect a successor if any other office becomes vacant. Each such successor shall hold office for the unexpired term and in the case of the president, treasurer and Secretary/Clerk until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Page 8 of 10 By -Laws of Miracle Way Homeowners Association, Inc. Section VII. SPONSORS AND OTHER SUPPORTERS OF THE CORPORATION The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities. Section VIII. EXECUTION OF PAPERS Except as the Directors may generally or in particular cases authorize otherwise, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the President and the Treasurer. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by the President and the treasurer shall be binding on the corporation in favor of any purchaser or other person relying in good faith on such instrument, notwithstanding any inconsistent provision of the Articles of Organization, By-laws, resolutions or votes of the corporation. 09"T7►:0411361� �6Yi71y(1]�I Directors shall be entitled to receive for their services such amount, if any, as the Members may determine which may include expenses of attendance at meetings. Subject to the Articles or Organization and to Section X below, Directors shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services. Section X. CONFLICT OF INTEREST Subject to the Articles of Organization and any applicable law, the directors shall adopt a conflict of interest policy covering the corporation's directors, officers, and such staff as may be specified in the policy. Section XI. AMENDMENT OF BYLAWS These By-laws may be altered, amended or repealed in whole or in part, by the affirmative vote of a two thirds (2/3) majority of those Regular Members present and voting at any meeting, the notice of which contains a statement of the proposed alterations or amendments. The Directors may also make, amend or repeal these By-laws in whole or in part and shall give written notice of such action to the membership before the next meeting of Members. Any such alteration, amendment or repeal by the directors Page 9 of 10 By -Laws of Miracle Way Homeowners Association, Inc. may then be altered, amended or repealed, in whole or in part, by the affirmative vote of a two thirds (2/3) majority of those Regular Members present and voting. Any amendment, alteration or repeal of a By-law by the directors as provided for in this Section shall be valid and given full force and effect unless and until acted upon by the Members. Section XII. RULES AND REGULATIONS The Directors may establish reasonable rules and regulations, in its discretion, for the orderly management and operation of the Lots and Open Space on the Plan. Page 10 of 10 By -Laws of Miracle Way Homeowners Association, Inc.