BY-LAWS
MEADOW VIEW FARMS PROPERTY
OWNERS ASSOCIATION, INC
SECTION 1. NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL
YEAR
1.1. Name and Purposes. The name and purposes of the
corporation shall be as set forth in the articles of organization
1.2. Location. The principal office of the corporation
in the
1.3. Corporate Seal. The Trustees may adopt and alter the seal of the
corporation.
1.4. The fiscal year of the Corporation shall, unless otherwise decided by the
Trustees, end on June 30 in each year
SECTION 2. DEFINITIONS
2.1. "Declaration" shall mean the
"Master Declaration of Meadow View Farms in Oak Bluffs,
2.2. "Residence
2.3. "Declarant" shall mean Frank S.
Michel.
SECTION 3. MEMBERSHIPS AND
REPRESENTATIONS
3.1. Qualifications. The owner or owners - from time to time of
each Residence Lot shall be members of the corporation, and one membership in
the corporation shall be appurtenant to each Residence Lot. The membership in
the corporation appurtenant to each Residence Lot shall be vested in the Declarant until the execution and delivery of a deed by
which such Residence Lot is sold by Declarant,
whereupon such membership shall vest in the purchaser under such deed. Upon
each subsequent sale of such Residence Lot the membership in the corporation
appurtenant thereto shall be transferred to and vest in the purchase
simultaneously with the closing of such sale.
3.2. Voting. Each membership in
the Corporation shall be entitled to one vote, provided, however, that:
3.2.A.. Each membership in the corporation
shall be held and exercised as a unit and shall not be divided among several
owners of the Residence Lot to which such membership appertains. With respect
to the membership in the corporation appurtenant to each Residence Lot, the person
(hereinafter in these By-Laws referred to as the "Representative") to
receive notice of and vote at meetings of the members of the corporation or to
execute written consents of the members without meeting, and to exercise the
other rights and privileges of membership in the corporation, -shall be
determined as follows:
3.2.A1. In the event the Residence Lot to which such
membership appertains is owned of, record by one person, the Representative
shall be that person:
3.2.A2. In the event the Residence
Lot to which such membership appertains is owned of record by more than one
person, whether jointly, in common, by the entirety, or otherwise, the
Representative shall be (a) that one of such record owners as shall be
designated from time to time in writing, executed by all of' such record owners
and filed with the Secretary of the corporation, or (b) in the absence of any
such designation, that one of such record owners as the Secretary may
designate.
( Changed
3.2.B. The 'Representative determined in
3.2.A 1 and 3.2.A.2 above may assign an individual to act as their designate
for all rights and privileges of membership in the corporation provided that
1.
The Assignee is not presently a member
of the Corporation.
2.
The Assignee meets the adult age
requirements of the State of
This
assignment must be provided in writing, executed by all of such record owners
and filed with the Secretary of the Corporation. This assignment will remain in
force until rescinded in writing, executed by all of such record owners and
filed with the Secretary of the Corporation
3.3. Powers and Rights. In addition to the right to
elect Trustees as provided in Section 4.1 and such other powers and rights as
are vested in them by law, the articles of organization or these by-laws, the
members, acting through the Representatives, shall have such other powers and
rights as the Trustees may designate.
3.4. Annual Meeting. The
annual meeting of the members shall be held between two weeks prior to and two weeks after
Labor Day of each year at the hour fixed by the Trustees or the President and
stated in the notice of the meeting. The Trustees or the President may
specify the purposes for which the annual meeting is to be held, in addition to
those prescribed by law, by the Articles of Organization or by these By-laws.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu thereof, and any action taken at such
meeting shall have the same effect as if taken at the annual meeting.
3.5. Special Meetings. Special meetings of the members may be called by the
President, the Secretary or by the Trustees and shall be called by the
Secretary or in case of the death, absence, incapacity or refusal of the
Secretary, by any other officer, upon written application of Representatives
having not less than 5 votes. No call of a special meeting of the members shall
be required if such notice of the meeting shall have been waived in writing
(including a telegram) by every Representative entitled to notice thereof, or
by his attorney thereunto authorized.
3.6. Place of Meetings. All meetings of members shall be held at the principal
office of the corporation, unless a different place (within the
3.7. Notices. Notice of all meetings-of members may be given as follows, to
wit: -- A written notice, stating the place, day and hour thereof, may be given
by the Secretary (or the person or persons calling the meeting), at least seven
days before the meeting, to each Representative entitled to vote thereat. Such
notice may be left with him or at his residence or usual place of business, or
by mailing it, postage prepaid and. addressed to such Representative at his
address as it appears upon the books of the corporation (which shall be, the
Residence Lot to which the membership of such Representative appertains unless
another address is designated by such Representative in writing. and filed with
the Secretary). Such notice, if the meeting is called
otherwise than by the Secretary, may be a copy of the call of the meeting and
if the meeting is not otherwise called, such notice given by the Secretary
shall constitute a call of the meeting by him. Notices of all meetings
of members shall state the purposes for which the meetings are called. No
notice need be given to any Representative if a written waiver of notice,
executed before or after the meeting by the Representative or his attorney
thereunto authorized, is filed with the records of the meeting. Notice given by
the method described in this Section 3.7 shall be deemed reasonable and
sufficient notice.
3.8. Quorum. At any meeting of members a quorum for the transaction of business
shall consist of Representatives, present in person or by proxy, having a total
number of votes equal to fifteen
percent of the aggregate number of votes to which all the memberships in
the corporation are then entitled, provided that less than such quorum shall
"have power to adjourn the meeting from time to time.
3.9. Proxies. Representatives may vote either in person or by written proxy
date not more than six months before the meeting named therein. Proxies shall
be filed with the Secretary before being voted at any meeting or any
adjournment thereof. Except as otherwise limited therein, proxies shall entitle
the persons named therein to vote at the meeting specified therein and at any
adjourned session of such meeting but shall not be valid after final
adjournment of the meeting.
3.10. Action at Meeting. Action of the members on any matter properly brought
before a meeting shall require, and may be effected by, the affirmative vote of
the Representatives having a total number of votes equal to a majority of the
votes properly cast by Representatives present in person or by proxy provided
that such majority shall be at least a majority of the number of votes required
to constitute a quorum for action on such matter except where a different vote
is required by law, the Articles of Organization or these By-laws. Any election
by members shall be determined by a plurality of the votes cast by the
Representatives entitled to vote at the election. No ballot shall be required
for such election unless requested by a Representative present or represented
at the meeting and entitled to vote in the election.
3.11. Special Action. Any action to be taken by members may be taken without a
meeting if all Representatives with respect to all memberships consent to the
action by a writing filed with the records of the
meetings of the members. Such consent shall be treated for all purposes as a
vote at meeting.
- BOARD OF
TRUSTEES
4.1. Number and Election. The members annually at their annual meeting shall fix the number of Trustees and shall elect the number of Trustees so fixed. At any special or regular meeting, the members may increase the number of Trustees and elect new Trustees to complete the number so fixed; or they may decrease the number of Trustees, but only to eliminate vacancies- existing by reason of the death, resignation, removal or disqualification of one or more Trustees. A Trustee must be a Representative,
4.2. Tenure. Each Trustee shall hold office for Three (3) years and until his successor is elected and qualified" or until he sooner dies, resigns, is removed or becomes disqualified.
4.3. Powers. The affairs of the corporation shall be managed by the Trustees who shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the Articles of Organization, the Declaration or these By-laws.
4.4. Committees.
4.4.A. The Trustees may elect or
appoint from their number one or more committees and may delegate to any such
committee or committees any or all of their powers. Unless the Trustees
otherwise designate, committees shall conduct their affairs in the same manner
as is provided in these by-laws for the Trustees. The members of any committee
shall remain in office at the pleasure of the Trustees.
4.4.B. The Trustees shall appoint the successors to
the initial members of the Approval Committee and shall have the right to
remove members of such committee as provided in Article III of the Declaration.
The President of the Board
of Trustees or his delegate shall serve as chairperson of the Approval
Committee. Three members of this committee shall constitute a quorum
4.5. Suspension or Removal. A Trustee may be suspended or
removed with or without cause by the affirmative vote of Representatives having
a majority of the total number of votes to which all the memberships in the
corporation are then entitled. The Trustees shall not have the power to remove
any Trustees, with or without cause. .
4.6. Resignation. A Trustee may resign by delivering his written resignation to
the President, Treasurer or Secretary of the corporation, to a meeting of the
Representatives or Trustees or to the corporation at its principal office. Such
resignation shall be effective upon receipt (unless specified to be effective
at some other time) and acceptance thereof shall not be necessary to make it
effective unless it so states.
4.7. Vacancies. The members or Trustees may fill any vacancy in the Board of
Trustees except a vacancy resulting from enlargement, which may be filled only
by the members. Each successor shall hold office for the unexpired term or
until he sooner dies, resigns, is removed or becomes disqualified. The Trustees
shall have and may exercise all their powers notwithstanding the existence of
one or more vacancies in their number.
4.8. Regular Meetings. Regular meetings of the Trustees may be held at such
places and at such times as the Trustees may determine.
4.9. Special Meetings. 'Special meetings of the Trustees may be held at any
time and at any place when called by the Chairman of the Board of Trustees (or
if there be no such chairman, the president) or by taro or more Trustees.
4.10. Call and Notice.
4.10.A.
Regular Meetings. No call or notice shall be required for regular meetings of
Trustees, provided that reasonable - notice (I) of the first regular meeting
following the determination by the Trustees who were not present at the meeting
at which such determination was made, (ii) specifying the purpose of any
regular meeting at which interested persons or amendments to these by-laws are
to be considered shall be given to each Trustee, and (iii) shall be given as
otherwise required by law, the Articles of Organization or these By-laws.
4.10.B. Special Meetings. Reasonable notice of the
time and place of special meetings of the Trustees shall be given to each
Trustee. Such notice need not specify the purposes of a meeting, unless
otherwise required by law, the Articles of Organization or these By-laws or
unless there is to be considered at the meeting (I) contracts or transactions
of the corporation-.with interested persons, or (ii) amendments to these
by-laws.
4.10.C. Reasonable and Sufficient Notice. Except as
otherwise expressly provided, it shall be reasonable and sufficient notice to a
Trustee to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him at his usual or
last known business or residence address or to give notice to him in person or
by telephone at least twenty-four hours before the meeting. The above does not
preclude the giving of notice in any other way reasonably suited to provide
reasonable and sufficient notice of the meeting.
4.10.D. Waiver of Notice. Whenever notice of a meeting
is 'required, such notice need not be given to any Trustee if a written waiver
'of notice, executed by him (or his attorney thereunto authorized) before or
after the meeting, is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A waiver of notice need not specify the purposes of
the meeting unless such purposes' were required to be specified in the notice
of such meeting.
4.11. Quorum. At any meeting of the Trustees, Five (5) of the Trustees then in office shall constitute a
quorum. Any meeting may be adjourned by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
4.12. Action by Vote. When a quorum is present at any meeting, a majority of
the Trustees present and voting shall decide any question, including election
of officers, unless otherwise provided by law, the Articles of Organization, or
these By-laws.
4.13. Action by Writing. Any action required or permitted to be taken at any
meeting of the Trustees may be taken without meeting, if all the Trustees
consent to the action in writing and the written consents are filed with the
records of the meeting of the Trustees. Such consents shall be treated-for all
purposes as a vote of a meeting of the Board.
5. OFFICERS
5.1. Enumeration. The officers of the corporation
shall be a President, a Treasurer, a Secretary and such Vice Presidents,
Assistant Secretaries and other officers as may from time to time be determined
by the Trustees. The Board may appoint one of its members to the office of
Chairman of the Board and from time to time define the powers and duties of
that office notwithstanding any other provisions of these By-laws.
5.2. Election and Vacancies. The President, Treasurer and Secretary shall be
'elected annually by the-Trustees at their first meeting following the annual
meeting of the members, or the special meeting held in lieu thereof. The
Trustees at such meeting or at any other meeting may choose other officers. The
Trustees at any meeting may fill any vacancy at any time existing in any
office.
5.3. Qualification. The President may, but need not be a Trustee, but all
officers must be Representatives. Any two or more offices may .be held by the
same person, provided that the President and Secretary should not be the same
person.
5.4. Tenure. Except as otherwise provided by law, by the Articles of
organization or by these By-laws, the President, Treasurer and Secretary shall
hold office until the first meeting of the Trustees following the next annual
meeting of the- members or the special meeting held in lieu thereof, and
thereafter until his successor is chosen and qualified. Other officers shall
hold office until the first meeting of the Trustees following the next annual
meeting of members, or the special meeting held in lieu thereof, unless a
shorter term is specified in the vote choosing or appointing them. Any officer
may resign by delivering his written resignation to the corporation or at its
principal office or to the President or Secretary, and such resignation shall
be effective upon receipt unless it is specified to be effective -at some other
time or upon the happening of some other event.
5.5. Removal. The Trustees may suspend or remove any officer with or without
cause by a vote of a majority of the. Entire number of Trustees then in office,
at a special meeting called for such purpose, provided that an officer may be
suspended or removed for cause only after reasonable notice and opportunity to
be heard by the Board of Trustees prior to action thereon.
5.6. President. The President when present shall preside at all meetings of the
members and, if no chairman of the Board of Trustees is elected all meetings of
the Trustees. He shall be the chief executive officer of the corporation except
as the Board of Trustees may otherwise provide. It shall be his duty and he
shall have the power to see that all orders and resolutions of the Trustees are
carried into effect. He shall from time to time report to the Trustees all
matters within his knowledge, which the interests of the corporation may
require to be brought to its notice. The President shall perform such duties
and have such powers additional to the foregoing, as the Trustees shall
designate.
5.7. Vice President. In the absence or disability of the President, the Vice
President shall perform his powers and duties, if only one, or, if more than
one, by the one designated for the purpose by the Trustees. Each Vice President
shall have such other powers and perform such other duties, as the Trustees
shall from time to time designate.
5.8. Treasurer. The Treasurer shall, subject to the direction of the Trustees,
have general charge of the financial affairs of the corporation and shall cause
to be kept accurate books of account. He shall have custody of all funds,
securities, and valuable, documents of the corporation, except as the Trustees
may otherwise provide. He shall promptly render to the President and to the
Trustees such statements of his transactions and accounts as the President and
Trustees respectively may from time to time require. The Treasurer shall
perform such duties and have such powers additional to the foregoing as the
Trustees may designate.
5.9. Secretary. The Secretary shall record in books kept for the purpose all
votes and proceedings of the members and Trustees. The Secretary shall have
custody and care of the original or attested copies of the Declaration, the
Articles of Organization and the By-laws, and shall also keep a record of the
names and addresses of all the Representatives and Trustees. All such
records" minutes, documents, and such list of names and addresses of
Representatives and Trustees shall be kept in the Commonwealth, and shall be
open at all reasonable times to the inspection of any Representative. The
Secretary shall perform such duties and have such powers additional to the
foregoing as the Trustees shall designate
* In the absence of the Secretary from any meeting of the members or the
Trustees, the Assistant, if one is elected, or, if there be more than one, the
-one designated for the purpose by the Representatives or Trustees, otherwise a
Temporary Secretary designated by the person presiding at the meeting, shall
perform the duties of the Secretary. Each Assistant Secretary shall have such
other powers and perform such other duties as the Trustees may from to time
designate.
5.10. Resignation Any officer may resign by delivering his written resignation
to the President, Treasurer or Secretary of the corporation, to a meeting of
the members or Trustees or to the principal office of the corporation. Unless
the resignation specifies otherwise, the resignation shall be effective upon
receipt and need not be accepted in order to be effective.
6. EXECUTION OF PAPERS
6.1. Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, 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, the Treasurer
or the clerk.
7. PERSONAL LIABILITY
7.1. The members, Representatives, Trustees and officers of the corporation
shall not be personally liable for any debt, liability or obligation of the
corporation. All persons, corporations or other entities extending credit to,
contracting with, or having any claim against, the corporation, may look only
to the funds and property of the corporation for the payment of any such contract
or claim, or for the payment of any debt, damages, judgment or decree, or of
.any money that may otherwise become due or payable to them from the
corporation.
8. AMENDMENTS
8.1. These By-laws may be altered, amended or repealed in whole or in part by
vote of a majority of the- Trustees then in office, except with respect to any
provision thereof which by law, the Articles or Organization or these By-laws
requires action by the members. Not later than the time of giving notice of the
meeting of members next following the making, amending, or repealing by the
Trustees of any By-laws, notice thereof stating the substance of such change
shall be given to all Representatives. The members may after, amend or repeal
any by-laws adopted by the Trustees or otherwise and may also adopt, alter,
amend, or repeal any provision which by law, the Articles or Organization or
these by-laws requires action by the members, or which the members may
otherwise choose to after, amend, adopt, or revoke. Notwithstanding the
foregoing, however, these by-laws may not be altered or amended in such a way
as to cause them to be inconsistent with the Declaration.
9. SIGNATURES AND CERTIFICATION
9.1. I certify that the foregoing are the true and correct By-laws, together
with all amendments thereto, of the Meadow View Farms Property Owner's
Association, Inc.
BY-LAWS
MEADOW VIEW FARMS PROPERTY OWNERS ASSOCIATION, INC.
Ammendments to By Laws, July 1990
3.4 Third
Paragraph is amended by changing the first sentence to read: The annual meeting of the
members shall be held between two weeks
prior to and two weeks after Labor Day of each year at the hour fixed by the
Trustees or the President and stated in the notice of the meeting.
The
wording above replaced the following wording: on the 4th Saturday of May in each year at the hour fixed by the Trustees or the
President and stated in the notice of the meeting.
3.8 This paragraph is amended by deleting the
words “a majority” and inserting the words
“fifteen percent”
Section 4 is
entitled “Board of Trustees” and the word “trustee” is substituted for the word
“director”: wherever the latter appears.
4.2 This paragraph is amended to read: “Each
trustee shall hold office for three years and until his or her successor is elected and
qualified, or until he or she soner
dies, resigns, is removed, or becomes disqualified.
4.4(b) This paragraph is amended by adding
the following two sentences: “The President of the Board of
Trustees or his delegate shall serve as chairperson of the Approval
Committee. Three members of this
committee shall constitute a quorum.
The wording above replaced the following: “The Directors shall appoint
the successors to the initial members of the Approval Committee and shall have
the right to remove members of such committee as provided in Article III of the
Declaration.
4.11
This
paragraph is amended by deleting from the first sentence the words “a majority”
and inserting the word “five.”
Section 6 is
amended by changing the end of the sentence to read :”signed by the President, the
Treasurer or the Clerk.”
This wording
above replaced the following. “ Except as the Directors may generally or in
particular cases authorize the execution thereof in some other manner, 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 or by the Treasurer.