These are the by-laws of the Forest Heights Homeowners Association, a corporation not for profit (herein referred to as the "Association."). The Association has been organized for the purpose of owning, operating, and administrating the easements of enjoyment at "Forest Heights", as those terms are defined in the Declaration of Restrictive Covenants, Reservations and Easements for Springfield Subdivision ("Declaration").
Section 2 --Organization
The entire management of the Forest Heights Homeowners Association, its affairs, properties, and assets are vested in a Board of Directors, consisting of five (5) members of the Forest Heights Homeowners Association, elected as provided in Article IV, Section 2, subject to the mandates of the voting members at their meetings called for the purpose of acting upon the affairs of the Association.
For designation, the Board of Directors will hereinafter be referred to as the Board.
All decisions of the Board shall be the majority vote of the Directors present except where otherwise provided.
In addition to any and all powers conferred upon the Board by law, and by the Articles of Incorporation of the Association, these by-laws without in any, manner or degree abrogating, limiting or modifying any such powers, grant to the Board the following authority:
a. To hear and determine charges made against any homeowner, full and final authority. being hereby granted to reprimand any member in accordance with Article VII, Section 4. Any homeowner may be privately disciplined for cause upon the affirmative vote of a majority of the Board.
b. To elect from its members a Chairman, a Co-chairman, a Secretary, and a Treasurer, annually at its first meeting after the Annual Election of Board Member's Meeting in each year as prescribed in Article IV, Section 2.
c. To make or authorize the purchase of materials or supplies and to contract for whatever may be reasonably required in the operation and maintenance of the Homeowners Association and its properties.
d. To remove a Director from the Board for a cause. The absence of a Director from three (3) consecutive meetings of the Board, without the approval of the Board or Chairman, shall be considered sufficient cause for removal.
e. To choose a successor who shall hold office for the unexpired tem1 in the event of a vacancy in the office of any Director or other office.
f. To direct the Chairman to call meetings of the Association in accordance with Article V, Section 1, 2 and 3.
g. To employ at any time one (1) or more Certified Public Accountants, not necessarily members of the Association, to audit the books of the Association or any officer, employee, committee, or agent thereof.
h. To elect a presiding officer in the event that the Chairman position is vacant.
The Officers of the Association shall be Chairman, Co-chairman, a Secretary, and a Treasurer, elected as provided in Article IV, Section 2.
One (1) person may not hold two (2) offices of the Board.
Any vacancy in office shall be filled by appointment of the Board for the unexpired term.
Section 2 - Duties of the Chairman
The Chairman shall be the chief appointed officer of the Association, performing any and all legal duties under the Declaration and incident to the corporate office of the Chairman.
The Chairman shall preside at all meetings of the Association and the Board of
Directors.
The Chairman shall call special meetings of the members of the Association as provided in Article V, Section 3.
The Chairman shall enforce by-laws and covenants of the Association and shall, by and with consent and approval of the Board, have the right to appoint or employ all officers and employees not otherwise herein provided for.
With the consent and approval of the Board of Directors, the Chairman shall appoint all committees. The Chairman shall be an ex-officio member of all such committees.
With the Secretary, and in the capacity as Chief Executive Officer of the Corporation, the Chairman shall sign all written contracts, obligations, and instruments of the Association and shall have charge of the general supervision of the Association.
The Chairman shall perform all other such duties as properly may be required by the Board.
In the absence of the Chairman, the Co-Chairman shall perform all of the Chairman's duties; and if the Chairman shall become vacant, the Co-Chairman shall hold the office of Chairman until the next election, or until the vacancy is filled by the action of the Board.
Section 4 - Duties of the Secretary
The Secretary shall perform any and all legal duties under the Declaration and incident to the corporate office of Secretary.
The Secretary shall be the custodian of the corporation and shall sign or
countersign all such instruments as may require a signature as a corporate officer of the Association.
The Secretary shall conduct or cause to be conducted all official correspondence of the Association and shall see that such correspondence is properly preserved and filed until
otherwise disposed of by the Board.
The Secretary shall issue, or cause to be issued, all notice of all meeting of members or Directors, and shall keep the minutes and records thereof.
The Secretary shall keep or cause to be kept a corporation record book in which shall be entered an accurate history of all resignations of members or officers and all membership forfeitures, suspensions and expulsions, together with accurate listings of all members' names, home and business addresses and telephone numbers, as well as the date when each was elected to membership.
The Secretary shall be responsible for posting all Association notices in whatever place on the Association premise may be designated by the Board.
The Secretary shall by letter or otherwise, regularly advise delinquents of their unpaid indebtedness.
The Secretary shall perform all other duties that the Board of Directors shall assign.
Section 5 - Duties of the Treasurer
The Treasurer shall perform any and all legal duties under the Declaration and incident to the corporate office of Treasurer.
The Treasurer shall sign and countersign all such instruments as may require the Treasurer's signature as a corporate officer.
The Treasurer shall be the custodian of all Association Funds, receiving all fees and dues collected and depositing all funds in a depository to be designated by the Board.
The Treasurer shall disburse the Association Funds as authorized by the Board. The Treasurer shall keep or cause to be kept proper vouchers of all sums disbursed land complete and regular accounts in accordance with a system satisfactory to the Board of Directors.
Upon request by the Board, the Treasurer shall submit to the Board complete
information as to the financial condition of the Association and, at meetings of members, shall submit a complete and comprehensive statement of the Association's financial affairs.
The Treasurer shall perform all other such duties as may properly be assigned by the Board of Directors.
Section 6 - Compensation
No salary or other compensation shall be paid any officer of the Association.
Article III Committees
Section 1 - Formation & General Rules
Standing committees and other committees shall be appointed in accordance with Article II, Section 2, Paragraph 5.
Vacancies in committees shall be filled by selection by the committee.
Each committee shall be composed of as many members or Directors, or both, as the Board may determine. Committee appointments may be for one (I) year or less at the discretion of the Board.
All committees shall report on their activities to the Board whenever requested and are at all times under the direct .supervision and control of the Board, having only such authority as is specifically defined herein, and as may be delegated to them by the Board.
The election of five (5) members constituting the Board, and shall be by ballot. The voting shall be conducted and the ballots counted by two (2) tellers appointed by the Chairman for that purpose, neither of whom shall be a member of the Board.
At the first election of Directors, three (3) shall be elected to serve for one year,
and two (2) for two (2) years. Thereafter, at each Annual Election Meeting, Directors shall be elected for a term of two (2) years to fill expired terms. The member nominated shall be a resident member. No member shall serve as a Director for more than two (2) consecutive two
(2) year terms, but a member may serve as a standing committee or special committee chairman if so appointed by the Chairman and concurred with by the majority of the Board.
At the first regular Board meeting after each Annual Election Meeting, the members of the Board shall elect from its own members a Chairman' a Co-Chairman' a
Secretary, and a Treasurer who shall hold office for one (1) year and until their respective successors are elected.
The Annual Election Meeting of the Association shall be held on such date as fixed by the Board, but no later than January 15, for the election of Directors, and for the transaction of other business which may properly be brought before the meeting for action. Notice of this Annual Meeting shall be mailed or delivered to each member at least fifteen (15) days before the date of the meeting.
Regular meetings of the membership of the association shall be held a minimum of three times per year at a time and location designated by the Board of Directors.
One meeting shall be held by March 15 each year to approve the budget and the annual association dues.
One meeting shall be held between March 15 and June 15 to plan capital
improvements, the annual picnic, and other annual events.
One meeting shall be held between Aug 15 and Sept. 15 to review improvements, budget and start planning for the following year.
Section 3 - Special Association Meetings
Special meetings of the Association shall be called by the Chairman, acting on behalf of the Board of Directors, or upon the written application of fifteen (15) voting members, not in arrears, filed with the Secretary. Special meetings shall be held at a time and a place to be determined by the Board. A notice giving the place and time of the meeting and stating the nature of the business to be transacted shall be mailed or delivered by the Secretary to each member of the Association at least fifteen (15) days prior to the meeting, and at such meeting no other business than that stated may be transacted.
Section 4 -Annual Election Meeting of the Board of Directors
The Annual Election Meeting of the Board of Directors shall immediately follow the Annual Election Meeting of the Association.
Regular meetings of the Board of Directors shall be held on such dates as shall be designated by the Board.
Section 6 - Quorum of Association Meetings
Ten (10) voting members of the Association represented in person or by proxy, including voting board members, shall constitute a quorum at any meeting unless the quorum for the item being voted on is defined in the Declaration.
Section 7 - Quorum of Board Meeting
A quorum of any meeting of the Board of Directors shall consist of four (4) Directors.
Each member in good standing shall be entitled to vote on each matter submitted to a vote of the members, provided however that each member shall be the sole beneficial owner of a residential building site or property in the Forest Heights subdivision. A member shall have one vote for each residential building site of which he or she is a beneficial owner. Where two or more owners own a lot, or in the event of resubdivision, only one vote for such lot shall be allowed, and such joint owners shall designate and register with the secretary of the corporation the name of that owner entitled to cast such single vote.
All members shall have the right to be present and vote at any meeting of the Association by proxy. If any proxy submitted does not designate the proxy holder, the same shall be voted in accordance with the majority vote of those present, either in person or by designated proxy. No member shall be entitled to vote more than three (3) proxies.
Cumulative voting by members at any meeting shall be expressly prohibited.
Section 11 - Order of Business at Association Meetings
The order of Business at the Annual Election Meeting of the Association shall be as follows: Call to order, reading and disposition of any unapproved minutes, reports of
officers, election of Directors, old business, new business, adjournment.
The order of Business at other Meetings of the Association shall be as follows: Call to order, reading and disposition of any unapproved minutes, reports of officers, old business, new business, adjournment.
Section 12 - Order of Business at Board Meetings
The order of Business at each regular Board of Director's meeting shall be as follows: Reading and disposition of any unapproved minutes, reports of officers and committees, committees, election of officers (at Annual Election Meeting of Board), unfinished business, new business, adjournment.
In the conduct of all meetings, either membership or Board, Robert's Rules of Order shall govern.
Article VI Membership
Section 1 - Membership
Membership in the Association shall consist of persons owning a property in the Forest Heights Subdivision in Walker Township, Centre County, PA. For the purposes of this provision, "owner" shall include person(s) owning a beneficial interest, as distinguished from a security interest, of a lot or property in the subdivision.
Section 2 - Membership Fee
Members will be assessed a membership fee to the Association upon purchase of an existing property or new lot in the Forest Heights Subdivision.
The membership fee is $200 per existing lot or new lot purchased and is due at time of closing.
Section 3 - Control by Developer
Until the earlier to occur of (1) the property or real estate of Forest Heights subdivision that is the subject of the Declaration and these By-Laws has been sold, or (2) two thirds of the lots included in the subdivision have been sold, the Developer shall have the exclusive right to direct all of the votes of the members, to name the Board of Directors, and to manage and operate the Forest Heights Homeowners Association, notwithstanding the other provisions of these By-Laws. The Developer further reserves the right to hire a professional management firm to administer the Association and to enforce the Declaration and these By Laws at the Association's expense.
Section 4 - Annual Membership Dues
The meeting notice for approval of budget and annual dues shall be sent by Feb 15 each calendar year.
The meeting to approve the budget and annual dues must be held no later than March 15, but no earlier than one month from the notice of the meeting.
The Association dues will be adjusted annually. They will be determined by first dividing the approved Annual Budget by the total number of lots owned by ClassA voting members in the Association on the date of the meeting, then rounding the number up to the nearest $5.00 increment.
The Annual Dues for each of Homeowner are due by April 15, unless otherwise notified by the Board.
The penalty for late payment of dues is defined in the Declaration.
All Association Rules governing members and property shall be formulated by the Board and voted on by the members, and documented in the by-laws and covenants.
Copies of all minutes, by-laws and other documents governing the Association shall be available to all members and the Secretary shall distribute such copies together with copies and any and all future amendments thereto to all members of the Association.
Any complaint made by a member regarding violations of the by-laws or covenants, the conduct of another member or guest, the conduct or performance of any officer, director, committee member, or employee of the Association, or regarding any phase of the operation of any Association facility, must be submitted in writing by such complaining member to the Secretary, who shall transmit it to the Board for final decision and disposition.
Section 4 - Enforcement and Penalties
The Board is primarily responsible for the enforcement of Association by-laws and covenants.
If a complaint is made against a member for a violation of the restrictive covenants, the Board will review and determine if a violation occurs.
The association member with the violation will be notified and will be given fourteen (14) days to respond to or correct the violation.
If the violation is not corrected in a given time, the Association has the right to take legal action against the homeowner to correct the violation.
In the event that legal fees or court costs are incurred by the Association to correct a violation, these costs will be the responsibility of the violating member.
Any member shall have the right to appeal to the Board for any decision with respect to its interpretation and enforcement of any by-laws, declarations or covenants and the Board's decision in all such matters shall be final.
Article VIII Maintenance and Improvements
Any maintenance or improvement needs will be brought to the attention of the Board in writing or as new business at an Association meeting.
Expenses of more than $500 must be quoted by three independent sources and presented to the members. Members will then vote for the vender desired.
These by-laws may be amended by a two-thirds (2/3rds) vote of a quorum regular members represented in person or by proxy at any meeting of the Association, provided that the proposed amendment or amendments shall be distributed to the membership at least fifteen (15) days prior to the meeting at which the amendment or amendments are to be considered, but these restrictions shall not apply to the amending of a proposed amendment when being acted upon by the Association at the meeting.