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 is in the Commonwealth of
Massachusetts. The mailing address of the corporation is MVFPOA, 92 Meadow View Rd., Edgartown, MA 02539. The Board of Directors may change the location and mailing address of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
1.3. Corporate Seal. The Directors may adopt and alter the seal of the corporation.
1.4. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the
Directors, end on June 30, each year.
1.5 Whenever the context permits, the use of a particular gender shall include the
masculine, feminine, and neutral genders, and any reference to the singular or the plural shall be interchangeable with the other.
SECTION 2. DEFINITIONS
2.1. "Declaration" shall mean the "Master Declaration of Meadow View Farms in Oak Bluffs, Dukes County, Massachusetts, Reservations and Restrictions, Registry of Deeds and the Dukes County Registry of Land Court" dated April 30, 1984, by Frank S. Michel, recorded and registered in the Dukes County Registry District of the Land Court, and the Amended, Restated and Extended Master Declaration of Covenants dated November 13, 2013.
2.2. "Residence Lot" shall have the meaning set forth in Section 2.01A of the said Declaration.
2.3. "Declarant" shall mean the Residence Lot owners.
2.4 “Association” shall mean the non-profit corporation consisting of the owners of the Residence Lots in Meadow View Farms. The Board of Directors is the governing body of the Association, duly elected by the owners of the Residence Lots.
SECTION 3. MEMBERSHIPS AND REPRESENTATIONS
3.1. Qualifications. The owner or owners of each Residence Lot shall be Members of the corporation, and one membership in the corporation shall be appurtenant to each Residence Lot.
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 or 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.
3.2.B. The 'Representative determined in 3.2.A 1 and 3.2.A2 above, if unable to carry out the responsibilities of membership, may appoint 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 Association.
2. The Assignee meets the adult age requirements of the Commonwealth of Massachusetts.
3. The Assignee holds a valid power of attorney from all owners.
This appointment 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 Directors as provided in Section 4.1 and such other powers and rights as are vested in them by law, the Declaration, Articles, or these By-laws, the Members, acting through the Representatives, shall have such other powers and rights as the Directors may
3.4. Annual Meeting. The Annual Meeting of the Members shall be held at a time designated by the Board of Directors and stated in the notice of the meeting. The Directors or the President shall specify the purposes for which the Annual Meeting is to be held, in addition to those prescribed by law, by the Declaration, 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, the Directors or upon written application of Representatives having not less than 15 votes and notice shall be disseminated by the Secretary or in case of the death, absence, incapacity or refusal of the Secretary, by any other officer or by a Representative that has called for a Special Meeting in accordance with the above procedure. No call of a special meeting of the Members shall be required if such notice of the meeting shall have been waived in writing by every Representative entitled to notice thereof, or by their attorney thereunto authorized.
3.6. Place of Meetings. All meetings of Members shall be held a location in Meadow View Farms, or remotely by video meeting or telephonic conference call, unless an alternate location is specified by the Board of Directors.
3.7. Notices. Notice of all meetings of the Members may be given as follows, to wit: -- A written notice, which may be sent electronically (via email or text), stating the place, date and hour thereof; may be given by the Secretary (or the person or persons calling the meeting), at least ten (10) business days before the meeting, to each Representative entitled to vote thereat. Such notice may also be mailed to the physical address on file with the Secretary 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. 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 their 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
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 twenty 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, dated not more than six months before the meeting named therein. The proxy may be conveyed in writing by letter or electronically. 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 affected by, the affirmative vote of the Representatives having a total number of votes equal to a majority of the votesproperly 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 at least 80% of the Representatives with respect to all memberships consent to the action by writing filed with the records of the meetings of the members. Such consent shall be treated for all purposes as a vote at meeting.
SECTION 4. BOARD OF DIRECTORS
4.1. Number and Election. The Members annually at their Annual Meeting shall fix the number of Directors and shall elect the number of Directors, so it is not less than 13. At any special or regular meeting, the Members may increase the number of Directors and elect new Directors to complete the number so fixed; or they may decrease the number of Directors, but only to eliminate vacancies- existing by reason of the death, resignation, removal or disqualification of one or more Directors. A Director must be a Residence Lot owner.
4.15 Compensation. The Board of Directors has the authority to hire and compensate contractors, vendors, and employees. The Property Manager and the Treasurer may be compensated. Said compensation shall be included in the financial statements presented to the Members at the Annual Meeting.
4.2. Tenure. Each Director shall hold office for three (3) years and until a successor is elected and qualified or until the Director sooner dies, resigns, is removed or becomes disqualified. Directors may be re-elected, but may not serve more than three (3) consecutive terms. The term limited Director is eligible for election to the Board after 1 year. In the event that there are no candidates to succeed a Director who is term limited, with Board approval, the Director may stand for re-election for one additional term.
4.3. Powers. The affairs of the corporation shall be managed by the Directors who shall have and may exercise all the powers of the corporation, except those powers reserved to the Members by law, the Declaration, Articles of Organization, or these By-laws.
4.4. A. The Directors may elect or appoint one or more Committees and may delegate to any such committee or committees any or all of theirpowers. All standing, ad hoc, and other committees of the Association must be compromised of at least three (3) members, all of whom must be property owners or immediate family members. Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these By-laws for the Directors. The members of any committee shall remain in office at the pleasure of the Directors.
4.4. B. The Board of Directors shall constitute an Executive Committee, which may conduct the business of the Corporation on time sensitive or emergency matters. The Executive Committee shall consist of the officers of the Board. A quorum of three (3) is required to take action at a meeting. Any vote taken by the Executive Committee requires a majority for passage and the outcome of any vote shall be reported immediately to the full Board of Directors in writing.
4.4.C. The Directors shall appoint the members of the Architectural 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 Directors or a designee shall serve as chairperson of the
Approval Committee. The Approval Committee shall consist of five (5) members. Three (3) members shall constitute a quorum.
4.5. Suspension or Removal. A Director 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 Directors shall not have the power to remove any Director, with or without cause.
4.6. Resignation. A Director may resign by delivering a written resignation to the President, Treasurer or Secretary of the corporation, to a meeting of the Representatives or Directors or to the corporation. 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 Directors may fill any vacancy in the Board of Directors 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 the individual sooner dies, resigns, is removed or becomes disqualified. The
Directors 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 Directors may be held at a physical location or remotely and, shall be held at least quarterly. Directors may attend electronically, if not in person. Meeting notices shall be publicized and Members may attend the meetings of the Board, unless otherwise determined by the Board. If Members may not attend a meeting, Board decisions should be made promptly available.
4.9. Special Meetings. Special meetings of the Directors may be held at a physical location or remotely, when called by the President of the Board of Directors or by three (3) or more Directors. Meeting notices shall be publicized, and Members may attend special meetings of the Board, unless otherwise determined by the Board. If Members may not attend a meeting. Board decisions should be made promptly available.
4.10. Call and Notice.
4.10. A. Regular Meetings. Notice shall not be required for regular recurring meetings of Directors, provided that reasonable notice (i) of the first regular meeting following the determination by the Directors of a recurring meeting schedule, was provided to all Directors (ii) specifying the purpose of any regular meeting when amendments to these By-laws are to be considered shall be given to each Director, and (iii) shall be given as otherwise required by law, the Declaration, Articles, these By-laws.
4.10. B. Special Meetings. Reasonable notice of the time and place of special meetings of the Directors shall be given to each Director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Declaration, Articles, 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. Unless an emergency requires shorter notice, except as otherwise expressly provided, it shall be reasonable and sufficient notice to a Director to send notice by email at least 5 business days, or telephonic communication at least 48 hours before the meeting addressed to the Director at his normal email on file with the Secretary 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 Director if a written waiver of notice, executed by the Director (or the Director’s attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice. 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 Directors, a majority of Directors in office constitutes 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 Directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Declaration, the Articles, or these By-laws.
4.13. Action by Writing. Any action required or permitted to be taken at any meeting of the Directors may be taken without meeting, if unanimously all the Directors consent to the action in writing and the written consents are filed with the records of the meeting of the Directors. Such consents shall be treated-for all purposes as a vote of a meeting of the Board.
4.14 Procedure at Meetings. Robert’s Rules of Order, Revised, as modified by rules and regulations of the Board of Directors, shall be observed in conducting the business of the Board. The Directors may adopt rules and regulations necessary for the conduct of its meetings, including meetings of the Representatives, and at any meetings of the Board. The President may enforce the rules and regulations of the Board of Directors to the extent necessary to preserve order.
SECTION 5. OFFICERS
5.1. Enumeration. The officers of the corporation shall be a President, a Vice President, a Treasurer, a Secretary, and such other officers as may from time to time be determined by the Directors.
5.2. Election and Vacancies. The President, Vice President, Treasurer and Secretary shall be elected annually by the Directors at their first meeting following the Annual Meeting of the members, or the special meeting held in lieu thereof. The Directors at such meeting or at any other meeting may choose other officers. The Directors at any meeting may fill any vacancy at any time existing in any office.
5.3. Qualification. All Officers of the Board must be Directors.
5.4. Tenure. Except as otherwise provided by law, the Declaration, the Articles, or by these By-laws, the President, Vice President, Treasurer and Secretary shall hold office until the first meeting of the Directors following the next Annual Meeting of themembers or the special meeting held in lieu thereof, and thereafter until their successor is chosen and qualified. Other officers shall hold office until the first meeting of the Directors 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.
5.5. Removal. The Directors may suspend or remove any officer by a vote of a majority of the entire number of Directors then in office, at a special meeting called for such purpose, provided that an officer may be removed for with or without cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.
5.6. President. The President shall preside at all meetings of the members. The President shall be the chief executive officer of the corporation except as the Board of Directors may otherwise provide. It shall be the President’s duty and have the power to see that all orders and resolutions of the Directors are carried into effect. The President shall from time to time report to the Directors all matters within their 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 Directors shall designate.
5.7. Vice President. In the absence or disability of the President, the Vice President shall perform the powers and duties.
5.8. Treasurer. The Treasurer shall, subject to the direction of the Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate financial records. The Treasurer shall have custody of all funds, securities, and valuable, documents of the corporation, except as the Directors may otherwise provide. The Treasurer shall promptly render to the President and to the Directors such statements of transactions and accounts as the President and Directors respectively may require. The Treasurer shall perform such duties and have such powers additional to the foregoing as the Directors may designate.
5.9. Secretary. The Secretary shall record official files, for the purpose of documenting votes and proceedings of the members and Directors. The Secretary shall have custody and care of the original or attested copies of the Declaration, the Articles, and the By-laws. The Secretary will update those official documents as amendments duly voted and approved; and shall convey the updated documents to all Members. The Secretary shall also keep a record of the names and addresses of all the Representatives and Directors. All such records, minutes, documents, and such list of names and addresses of Representatives and Directors shall be kept by the Secretary, and shall be open at all reasonable times to for inspection or review by Representatives. The Secretary shall perform such duties and have such powers additional to the foregoing as the Directors shall designate
5.9A. In the absence of the Secretary from any meeting of the members or the Directors, a Temporary Secretary designated by the person presiding at the meeting, shall perform the duties of the Secretary. Each Temporary Secretary shall have such other powers and perform such other duties as the Directors may from to time designate.
5.10 Resignation. Any officer may resign by delivering a written resignation to the President, Vice- President, Treasurer or Secretary of the corporation, to a meeting of the members or Directors or email communications. Unless the resignation specifies otherwise, the resignation shall be effective upon receipt and need not be accepted in order to be effective.
SECTION 6. EXECUTION OF PAPERS
6.1. 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, drafts and other obligations made, accepted or endorsed by the Corporation, shall be signed by the President and the Treasurer.
6.2. In the case of checks, if possible two signatories should sign large checks. In addition to the Treasurer, the second signatory should be the President or their designee who is a current Director. However, in order to ensure appropriate review of checks which do not require two signatures and of electronic payments, the bank statements should be reviewed each month by the President or their designee who is a current Director.
SECTION 7. PERSONAL LIABILITY
7.1. The Members, Representatives, Directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. The Corporation will maintain directors and liability insurance for all Directors. 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.
SECTION 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 Directors then in office, except with respect to any provision thereof which by law, the Declaration, the Articles, 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 Directors 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 Directors or otherwise and may also adopt, alter, amend, or repeal any provision which by law, the Articles or Organization or these By-laws require action by the members, or which the members may otherwise choose to alter, 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.
SECTION 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.
Kendall B. Reid
Date: April 3, 2023
(Adoption: April 3, 2023. Board Vote: 12 – Yes, 1 – No)