Cumberland Valley Business Park Association (CVBPA)
BYLAWS OF CUMBERLAND VALLEY BUSINESS PARK ASSOCIATION, INC.
Section 1. Name. The name of the Association shall be Cumberland Valley Business Park Association, Inc. (hereinafter sometimes referred to as the "Association").
Section 2. Principal Office. The principal office of the Association shall be 5540 Coffey Avenue, Chambersburg, Pennsylvania 17201-8382. The Board of Directors may from time to time re locate the principal office.
Section 3. Definitions. The words used in these Bylaws shall have the same meanings as set forth in the Declaration of Covenants, Conditions and Restrictions for Cumberland Valley Business Park (said declaration, as amended, renewed, or supplemented from time to time, is hereinafter sometimes referred to as the "Declaration"), unless the context shall prohibit.
Section 1. Membership. The Association shall have two (2) classes of membership, Class "A" an d Class "B", as more fully set forth in the Declaration, the terms of which pertaining to membership are specifically incorporated herein by reference.
Section 2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors either within the Properties or as convenient thereto as possible and practical.
Section 3. Annual Meetings. The first meeting of the Members of the Association, whether a regular or special meeting, shall be held within one year from the date of incorporation of the Association. Subsequent regular annual meetings shall be set by the Board so as to occur at least ninety but not more than one hundred twenty days before the close of the Association's fiscal year on a date and at a time se t by the Board of Directors.
Section 4. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or upon a petition signed by Members representing at leas t twenty-five (25%) percent of the total votes of the Association. The notice of any special meeting shall state the date, time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 5. Notice of Meetings. Written notice stating the place, day and hour of any meeting of the Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or Persons calling the meeting.
In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage prepaid.
Section 6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member or alternate shall be deemed waiver by such Member of notice of the time, date and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to a vote.
Section 7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not less than five nor more than thirty days from the time t he original meeting was called. At the reconvened meeting, if Members representing fifteen (15%) percent of the total votes in the Association are present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.
The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that Members representing at least ten (10%) percent of the total votes of the Association remain in attendance, and provided further that any action taken is approved by at least a majority of the Members required to constitute a quorum.
Section 8. Voting. The voting rights of the Members shall be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein.
Section 9. Proxies. Any Member may attend a meeting by duly executed proxy filed with the Association at or prior to the beginning of a meeting of Members. If a Unit is owned by more than one person , such proxy shall be signed by each such Owner. A Member may not revoke a proxy except by actual notice of revocation to the person presiding over the meeting of the Members. A proxy is void if it is not dated or purports to be revocable without notice. A proxy terminates one year after its date unless it specifies a shorter term.
Section 10. Majority. As used in these Bylaws, the term "majority" shall mean those votes, owners or other group as the context may indicate totaling more than fifty (50%) percent of the total number .
Section 11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of the Members representing fifteen (15%) percent of the total votes in the Association shall constitute a quorum at all meetings of the Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.
Section 12. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.
Section 13. Action Without A Meeting. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if written consent setting forth the action so taken is signed by all of the Members entitled to vote with respect to the subject matter thereof, and any such consent shall have the same force and effect as a unanimous vote of the Members.
A. Composition and Selection
Section 1. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one vote. Except with respect to directors appointed by the Declarant, the directors shall be Members or spouses of such Members; provided, however, no person and his or her spouse may serve on the Board at the same time. In the case of an Owner which is a corporation or partnership, the person designated in writing to the secretary of the Association as the representative of such corporation or partnership shall be eligible to serve as a director.
Section 2. Directors During Class "B" Control. The Directors shall be selected by the Class " B" Member acting in its sole discretion and shall serve at the pleasure of the Class "B" Member until the first to occur of the following:
(a) when eighty (80%) percent of the combined total acreage of the Property (as described in Exhibit A of the Declaration) and the Additional Property (as described in Exhibit B of the Declaration) less all (i) road and railroad rights-of-way, (ii) the Common Property, and (iii) any other property not intended for individual ownership (all as determined by the Association), has be conveyed to Persons other than the Declarant. Such combined total acreage determined by the Association as aforesaid is hereinafter referred to as "Total Acreage";
(b) December 31, 2018; or
(c) when, in its discretion, the Class "B" Member so determines.
Section 3. Number of Directors. The number of directors in the Association shall be not less than three nor more than five, as provided in Section 5 below. The initial Board shall consist of three members as designated by the Class "B" Member.
Section 4. Nomination of Directors. Except with respect to directors selected by the Class "B " Member, nominations for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and three or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors not less than thirty days prior to each annual meeting of the Members to serve a term of one year or until their successors are appointed and such appointment shall be announced at each such annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but in no event less than the number of positions to be filled. Nomination s shall also be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
Section 5. Election and Term of Office. Notwithstanding any other provision contained herein:
(a) Within thirty days after the time Class "A" Members, other than the Declarant own twenty-five (25%) percent of the Total Acreage or whenever the Class "B" Member earlier determines, the Association shall call a special meeting at which Members other than the Declarant shall elect one of the three directors. The remaining two directors shall be appointees of the Class "B" Member. The director elected by the Members shall not be subject to removal by the Class "B" Member acting alone and shall be elected for a term of two years or until the happening of the event described in subsection (b) below, whichever is shorter. If such director's term expires prior to the happening of the event described in subsection (b) below, a successor shall be elected for a like term.
(b) Within thirty days after the time Class "A" Members, other than the Declarant own fifty (50%) of the Total Acreage or whenever the Class "B" Member earlier determines, the Board shall be increased to five directors. The Association shall call a special meeting at which Members other than the Class "B" Member shall elect two of the five directors. The remaining three directors shall be appointees of the Class "B" Member. The directors elected by the Members shall not be subject to removal by the Class "B" Member acting alone and shall be elected for a term of two years or until the happening of the even t described in subsection (c) below, whichever is shorter. If such directors' terms expire prior to the happening of the event described in subsection (c) below, successors shall be elected for a like term.
(c) Within thirty days after termination of the Class "B" Control Period, the Association shall call a special meeting at which Members other than the Class "B" Member shall elect three of the five directors. The remaining two directors shall be appointees of the Class "B" Member. The directors elected by the Members shall not be subject to removal by the Class "B" Member acting alone and shall serve until the first annual meeting following the termination of the Class "B" Control Period. If such annual meeting occurs within thirty days after termination of the Class "B" Control Period, this subsection shall not apply and directors shall be elected in accordance with subsection (d) below.
(d) At the first annual meeting of the membership after the termination of the Class " B" Control Period the Members shall elect five directors. Three directors shall be elected to serve a term of two years and two directors shall be elected to serve a term of one year. Upon the expiration of the initial term of office of each such director, a successor shall be elected to serve a term of two years. Thereafter, all directors shall be elected to serve two year terms. For the purpose of the election of directors, each Member shall have the number of votes set forth in the Declaration, and Members representing Units owned by the Class "B" Member shall be entitled to vote, except as otherwise provided above.
Each Member shall be entitled to cast the number of votes allocated to such Member's Unit as se t forth in the Declaration with respect to each vacancy to be filled at any election of directors. The candidates receiving the largest number of votes shall be elected. The Directors elected by the Members shall hold office until their respective successors have been elected by the Association. Directors may be elected to serve any number of consecutive terms.
Section 6. Removal of Directors and Vacancies. Any director elected by the Members may be removed, with or without cause, by the vote of Members holding two-thirds of the votes entitled to be cast for the election of such director. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. A director who was elected solely by the votes of Members other than the Declarant may be removed from office prior to the expiration of his or her term only by the votes of two- thirds of the Members other than the Declarant. Upon removal of a director, a successor shall then and there be elected by the Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director.
Any director elected by the Members who has three consecutive unexcused absences from Board meetings or who is delinquent in the payment of any assessment or other charge due the Association for more t han thirty days may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term. In the event of the death, disability or resignation of a director elected by the Member s, a vacancy may be declared by the Board, and it may appoint a successor. Any director appointed by the Board shall serve for the remainder of the term of the director who vacated the position.
Section 7. Organizational Meetings. The first meeting of the Board of Directors following each annual meeting of the membership shall be held within ten days thereafter at such time and place as shall be fixed by the Board.
Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least four such meetings shall be held during each fiscal year with at least one per quarter. Notice of the time and place of the meeting shall be communicated to directors not less than four days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Section 9. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any three directors. The notice s hall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; or (c) by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director. All such notices shall be given at the director's telephone numb er or sent to the director's address as shown on the records of the Association. Notices sent by first class mail shall be deposited into the United States mail at least four days before the time set for the meeting. Notices given by personal delivery, or telephone, shall be delivered or telephoned at least seventy -two hours before the time set for the meeting.
Section 10. Quorum or Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five nor more than thirty days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally call ed may be transacted without further notice.
Section 11. Compensation. No director shall receive any compensation from the Association for acting as such unless approved by Members representing a majority of the total vote of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors.
Section 12. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book of meetings of the Board of Directors, recording t herein all resolutions adopted by the Board of Directors and all transactions and proceedings occurring at such meetings. Meetings may be conducted by telephone and shall be considered as any other meeting, provided all directors (and Members who attend at the designated location of the meeting) are able through telephone connection to hear and to be heard.
Section 13. Open Meetings. Subject to the provisions of Section 14 of this Article, all meetings of the Board shall be open to all Members, but Members other than directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak.
Section 14. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a con sent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.
C. Powers and Duties.
Section 15. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by the Declaration, Articles of Incorporation or these Bylaws directed to be done and exercised exclusively by the Voting Members or the member ship generally.
The Board of Directors may delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and shall be responsible for the following, in way of explanation, but not limitation:
(a) preparation and adoption of annual budgets in which there shall be established the contribution of each Owner to the Common Expenses and Limited Common Expenses;
(b) making assessments to defray the Common Expenses and Limited Common Expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; provided, unless otherwise determined by the Board of Directors, the annual assessment for each Unit's share of the General Common Expenses shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month for s aid month;
(c) providing for the operation, care, upkeep and maintenance of all of the Common Property;
(d) designating, hiring and dismissing the personnel necessary for the maintenance, operation, repair and replacement of the Association, its property, and the Common Property and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies and materials to be used by such personnel in the performance of their duties;
(e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve and using the proceeds to administer the Association; provided, any reserve fund may be deposited, in the directors best business judgment, in depositories other than banks;
(f) making and amending rules and regulations;
(g) opening of bank accounts on behalf of the Association and designating the signatories required;
(h) making or contracting for the making of repairs, additions and improvements to or alterations of the Common Property in accordance with the other provisions of the Declaration and these By laws after damage or destruction by fire or other casualty;
(i) enforcing by legal means the provisions of the Declaration, these Bylaws and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association;
(j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;
(k) paying the cost of all services rendered to the Association or its Members and not chargeable directly to specific Owners;
(l) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expense s incurred;
(m) making available to any prospective purchaser of a Unit, any Owner of a Unit, any first mortgagee and the holders, insurers and guarantors of a first mortgage on any Unit, current copies of the Declaration, the Articles of Incorporation, the Bylaws, rules governing the Unit and all other books , records and financial statements of the Association; and
(n) permitting utility suppliers to use portions of the Common Property reasonably necessary to the ongoing development or operation of the Properties.
Section 16. Management Agent.
(a) The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager, subject to the Board's supervision, all of the powers granted to the Board of Directors by these Bylaws, other than the powers set forth in subparagraphs (a), (b), (f), (g) and (i) of Section 15 of this Article. The Declarant, or an affiliate of the Declarant, may be employed as managing agent or manager.
(b) No management contract may have a term in excess of one year and must permit termination by either party without cause and without termination fee on ninety days' or less written notice.
Section 17. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
(a) cash accounting, as defined by generally accepted accounting principles, shall be employed;
(b) accounting and controls should conform to generally accepted accounting principles ;
(c) cash accounts of the Association shall not be commingled with any other accounts;
(d) no remuneration shall be accepted by the managing agent from vendors, independent contractors or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts or otherwise; any thing of value received shall benefit the Association; provided, nothing herein shall prohibit the managing agent from earning commissions for services performed by the managing agent in leasing Units on behalf of the Owners of such Units;
(e) any financial or other interest which the managing agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors;
(f) commencing at the end of the month in which the first Unit is sold and closed, financial reports shall be prepared for the Association at least quarterly containing:
(i) an income statement reflecting all income and expense activity for the preceding period on a cash basis;
(ii) a variance report reflecting the status of all accounts in an "actual" versus "approved" budget format; and
(iii) a delinquency report listing all Owners who are delinquent in paying the monthly installments of assessments at the time of the report and describing the status of any action to collect such installments which remain delinquent (a monthly installment of the assessment shall be considered to be delinquent on the fifteenth day of each month unless otherwise determined by the Board of Directors); and
(g) an annual report consisting of at least the following shall be prepared and made available to all Members within one hundred twenty days after the close of the fiscal year: (1) a balance sheet; (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year. The annual report referred to above shall be prepared on an audited or reviewed basis, as determined by the Board, by an independent public accountant.
Section 18. Borrowing. The Board of Directors shall have the power to borrow money for the purpose of maintenance, repair or restoration of the Common Property without the approval of the Members of the Association. The Board shall also have the power to borrow money for other purposes; provided, the Boa rd shall obtain Member approval in the same manner provided in Article 5.4 of the Declaration for Special Assessments in the event that the proposed borrowing is for the purpose of modifying, improving or adding amenities and the total amount of such borrowing exceeds or would exceed five (5%) percent of the budgeted gross expenses of the Association for that fiscal year.
Section 19. Rights of the Association. With respect to the Common Property, and in accordance with the Declaration, the Association shall have the right to contract with any person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, operational or other agreements with trusts, condominiums, cooperative s and other owners or residents associations, both within and without the Properties. Such agreements shall require the consent of two-thirds of all Directors of the Association.
The Association shall not be bound, either directly or indirectly, by any contract, lease or other agreement (including any management contract) executed during the period of Declarant control of the Board of Directors unless such contract, lease or other agreement contains a right of termination exercisable by either party without penalty at any time, with or without cause, upon not more than ninety days notice to the other party.
Section 20. Enforcement. The Board shall have the power to impose reasonable fines and to suspend an Owner's right to vote or to use the Common Property for violation of any duty imposed under the Declaration, these Bylaws or any rules and regulations duly adopted hereunder; provided, however, nothing he rein shall authorize the Association or the Board of Directors to limit ingress and egress to or from a Un it or to suspend an Owner's right to vote due to nonpayment of assessments. In the event that any occupant of a Unit violates the Declaration, Bylaws or a rule or regulation and a fine is imposed, the fine shall first be assessed against the occupant; provided, however, if the fine is not paid by the occupant within the time period set by the Board, the Owner shall pay the fine upon notice from the Association. The failure of the Board to enforce any provision of the Declaration, Bylaws or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.
(a) Notice. Prior to imposition of any sanction hereunder, the Board or its delegate shall serve the alleged violator with written notice describing (i) the nature of the alleged violation, ( ii) the proposed sanction to be imposed, (iii) a period of not less than ten days within which the alleged violator may present a written request to the Board of Directors for a hearing; and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within ten days of the notice. If a timely challenge is not made, the sanction stated in the notice shall be imposed .
(b) Hearing. If a hearing is requested in a timely manner, the hearing shall be held in executive session affording the Owner a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board of Directors may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the ten day period. Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any person.
(c) Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through the Board of Directors, may elect to enforce any provision of the Declaration, these Bylaws or the rules and regulations of the Association by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the procedure set forth above. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees, actually incurred.
Section 1. Officers. The officers of the Association shall be a President, Vice President, Secretary and Treasurer, to be elected from among the members of the Board. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election, Term of Office and Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Voting Members, as herein set forth in Article III. A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent or both.
Section 5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts, deed s, leases, checks and other instruments of the Association shall be executed by at least two officers or by such other person or persons as may be designated by resolution of the Board of Directors.
Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum i s present. Each committee shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.
Section 1. General Rule. A director of the Association shall not be personally liable for monetary damages for any action taken or any failure to take any action, except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Article are intended to exempt the directors of the corporation from liability for monetary damages to the maximum extent permitted under the Pennsylvania Directors' Liability Act (42 Pa. C.S. 8361 et seq.) or under any other law now or hereafter in effect.
Section 2. Specific Rule Under Directors' Liability Act. Without limitation of Section 1 above, a director of the Association shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless: (i) the director has breached or failed to perform the duties of his office under Section 8363 of the Directors' Liability Act, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of the preceding sentence shall not exempt a director from: (i) the responsibility or liability of a director pursuant to any criminal statute; or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 3. Modification or Repeal. The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the liability of a director relating to any action taken, any failure to take any action or events which occurred prior to the effective date of such modification or repeal.
Section 1. General Rule. The Association shall, to the fullest extent permitted under the law s of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators) who was or is a party, witness or other participant or is threatened to be made a party, witness or participant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, actions by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the Association against all expenses (including attorneys' fees, court costs, transcript costs fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.
Section 2. Advance Payment of Expenses. The Association may advance all reasonable expenses ( including attorneys fees, court costs, transcript costs, fees of experts and witnesses, travel expenses an d all other similar expenses) reasonably incurred in connection with the defense of or other response to a ny action, suit or proceeding referred to in Section 1 above upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by the corporation.
Section 3. No Duplication of Payments. The Association shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment therefor under any insurance policy, contract , agreement or otherwise. In the event that the Association makes an advance payment of expenses to a per son, such person shall repay to the corporation the amount so advanced, if and to the extent that he subsequently receives payment therefor under any insurance policy, contract, agreement or otherwise.
Section 4. Insurance. The Association may purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any director, officer, employee or agent of the Association against any expense, liability or loss incurred by such person in such capacity, whether or not the Association would have the authority to indemnify such person against any such expense, liability or loss under this Article or under the laws of the Commonwealth of Pennsylvania.
Section 5. Non-exclusivity. The right to indemnification and to the payment of expenses incur red in defending against or otherwise responding to any action, suit or proceeding in advance of its final disposition as set forth in this Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of shareholders, vote of disinterested directors o r under any applicable law or under the Articles of Incorporation of the corporation, or otherwise.
Section 6. Survival of Rights. The indemnification rights provided to a person under the provisions of this Article shall continue after such person ceases to be a director or officer of the Association, as to any action taken, any failure to take action or any events which occurred while such person was a director or officer of the Association.
Section 7. Modification or Repeal. The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification or repeal.
Section 1. Fiscal Year. The fiscal year of the Association shall be the calendar year or as otherwise set by resolution of the Board of Directors. Section 2. Parliamentary Rules. Except as may be modified by Board resolution, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Pennsylvania law, the Articles of Incorporation, the Declaration or these Bylaws.
Section 3. Books and Records.
(a) Inspection by Members and Mortgagees. The Declaration and Bylaws, membership register, books of account and minutes of meetings of the Members, the Board and committees shall be made available for inspection and copying by any mortgagee, Member of the Association or by his or her duly appoint ed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place within the Properties as the Board shall prescribe.
(b) Rules for Inspection. The Board shall establish reasonable rules with respect to:
(i) notice to be given to the custodian of the records;
(ii) hours and days of the week when such an inspection may be made; and
(iii) payment of the cost of reproducing copies of documents requested.
(c) Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties own ed or controlled by the Association. The right of inspection by a Director includes the right to make extracts and a copy of relevant documents at the expense of the Association.
Section 5. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States Mail, first class postage prepaid:
(a) if to a Member, at the address which the Member has designated in writing and file d with the Secretary or, if no such address has been designated, at the address of the Unit of such Member ; or
(b) if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated by notice in writing to the Members pursuant to this Section.
Section 6. Amendment.
(a) Generally. Prior to the conveyance of the first Unit, Declarant may unilaterally amend these Bylaws. Thereafter and otherwise, these Bylaws may be amended only by the affirmative vote of Members representing seventy-five (75%) percent of the total votes of the Association, including seventy- five (75%) percent of the votes held by Members other than the Declarant. However, the percentage of vote s necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
No amendment may remove, revoke or modify any right or privilege of Declarant without the written consent of Declarant or the assignee of such right or privilege. No amendment may impair the validity or priority of the lien of any mortgage held by a Mortgagee or impair the rights granted to mortgagees herein without the prior written consent of such mortgagees.
(b) Corrective Amendments. If any amendment is necessary in the judgment of the Board of Directors to cure any ambiguity or to correct or supplement any provisions of these Bylaws that is defective, missing or inconsistent with any other provisions hereof or of the Declaration, or if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans to enable such lender or purchaser to make or purchase mortgage loans on the Units, then at any time and from time to time, the Board of Directors may effect an appropriate corrective amendment without the approval of the Members of the Association, upon receipt by the Board of Directors of an opinion from independent legal counsel t o the effect that the proposed amendment is permitted by the terms of this Article.
I, the undersigned, do hereby certify:
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