PHL_A # v4 BYLAWS OF BRIARCREST HOMEOWNERS ASSOCIATION A PLANNED COMMUNITY

Transcription

1 PHL_A # v4 BYLAWS OF BRIARCREST HOMEOWNERS ASSOCIATION A PLANNED COMMUNITY

2 BRIARCREST HOMEOWNERS ASSOCIATION BYLAWS TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS AND INTRODUCTORY PROVISIONS Definitions Introductory Provisions... 1 ARTICLE 2 - PURPOSES AND POWERS Purpose Powers... 2 ARTICLE 3 - OFFICES Initial Office Maintain Office... 4 ARTICLE 4 - SEAL Corporate Seal... 4 ARTICLE 5 - FISCAL YEAR Fiscal year ARTICLE 6 - MEMBERSHIP, VOTING RIGHTS AND ASSESSMENTS Classes Qualifications of Members Duration of Membership Voting Matters Requiring Vote of Unit Owners Annual Meeting of the Unit Owners Special Meeting of Unit Owners Notices of Meetings Quorum at Meeting Adjournment Organization Budgets and Annual Assessments Special Assessments Rejection of Budget or Capital Expenditures ARTICLE 7 - DECLARANT CONTROL Period of Declarant control ARTICLE 8 - EXECUTIVE BOARD Executive Board Qualifications of Directors Number and Election of Directors Term of Office Procedure for Nomination of Candidates for Director Vacancy Removal of Directors Resignations PHL_A # v4 i

3 8.9 Compensation Voting Rights Limitation on Authority ARTICLE 9 - COMMITTEES Establishment and Powers Term Committee Organization Executive Committee Standing Committees ARTICLE 10 - MEETINGS OF DIRECTORS Place of Meetings Annual Meeting Regular Meetings Special Meetings Written Notice Waiver by Writing Waiver by Attendance Quorum Participation in Meetings Organization Consent of Directors in Lieu of Meeting ARTICLE 11 - OFFICERS Number Election and Term of Office Qualifications Officer s Vacancy Removal of Officers Resignations President Vice President Secretary Assistant Secretary Treasurer Assistant Treasurer ARTICLE 12 - CONFLICTS OF INTEREST Interested Directors and Officers ARTICLE 13 - STANDARD OF CARE Standard of Care; Justifiable Reliance Presumption Notation of Dissent ARTICLE 14 - CONTRACTS, CHECKS, DEPOSITS AND FUNDS Contracts Checks Deposits Insurance Gifts Surplus Funds PHL_A # v4 ii

4 ARTICLE 15 - BOOKS AND RECORDS Books and Records in General Financial Records Annual Financial Statements Filing of Complaints ARTICLE 16 - LIMITATION OF LIABILITY; INSURANCE Limitation of Liability of Directors Insurance ARTICLE 17 - INDEMNIFICATION Representative Defined Third-Party Actions Derivative and Corporate Actions Employee Benefit Plans Procedure for Effecting Indemnification Advancing Expenses Supplementary Coverage Duration and Extent of Coverage Reliance and Modification ARTICLE 18 - DELEGATION OF POWERS OF BOARD AND OFFICERS Delegation of Powers Delegation of Powers of Officers ARTICLE 19 - AMENDMENTS TO BYLAWS Declarant Control Period Subsequent Periods Restrictions on Amendments ARTICLE 20 - AMENDMENTS TO DECLARATION Amendment Procedure PHL_A # v4 iii

5 BYLAWS BRIARCREST HOMEOWNERS ASSOCIATION 1.1 Definitions. A Pennsylvania Nonprofit Corporation ARTICLE 1 DEFINITIONS AND INTRODUCTORY PROVISIONS below. The following terms used in these Bylaws shall have the meanings set forth (1) Act means the Pennsylvania Uniform Planned Community Act of 1996, Title 68, Pa. C.S.A et seq., as amended. (2) Association means the BRIARCREST HOMEOWNERS ASSOCIATION, a Planned Community, as described in Section 5103 of the Act. (3) Association Property means certain real estate and the improvements located thereon, situated in Caernarvon Township, Berks County, Pennsylvania, including the Common Facilities and Controlled Facilities and Common Elements of the Association as defined in the Declaration. (4) Board means the Executive Board of the Association as defined in Section 5103 of the Act. (5) Declaration means the Declaration of Restrictions, Covenants and Easements for The Village of Briarcrest, a Planned Community, dated, and recorded in the Office of the Recorder of Deeds in and for Berks County, Pennsylvania, on in Record Book, Page et seq., with Penn Wynne Briarcrest Limited Partnership as the Declarant, as the same may be hereafter amended. (6) Director means an individual serving on the Board of the Association. (7) Unit means a physical portion of the Planned Community designated for separate ownership as described in Section 5103 of the Act. (8) Unit Owner means a Declarant or other person who owns a Unit as described in Section 5103 of the Act and does not include a person having an interest in a Unit solely as security for an obligation. 1.2 Introductory Provisions Capitalized Terms. Any capitalized terms used in these Bylaws which are not defined herein shall have the meanings given to such terms as set forth in the Declaration or the Act.

6 1.2.2 Incorporation of Statutory Law. Except as expressly provide herein, in the Declaration, or in the Act, the Association shall be governed by the provisions of the Pennsylvania Nonprofit Corporation Law of 1988, Title 15 Pa. C.S et seq., as amended. The Board of Directors described therein shall be referred to herein as the Executive Board or the Board. 2.1 Purpose. ARTICLE 2 PURPOSES AND POWERS The purposes of the Association are the acquisition, construction, management, maintenance and care of Association Property, the implementation, administration and enforcement of the Declaration, and any other lawful purpose for which the Association may be conducted pursuant to the Pennsylvania Nonprofit Corporation Law of 1988, as amended and the Articles of Incorporation, provided that no pecuniary gain or profit shall inure to any Member or related entity from the Association. 2.2 Powers. Except as otherwise provided in the Declaration or the Act, the Association shall have the powers to do and perform the following: (1) Adopt and amend bylaws and rules and regulations; (2) Adopt and amend budgets for revenues, expenditures and reserves and collect assessments for Common Expenses from Unit Owners; (3) Hire and terminate managing agents and other employees, agents and independent contractors; (4) Institute, defend or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more Unit Owners on matters affecting the Planned Community; (5) Make contracts and incur liabilities; (6) Regulate the use, maintenance, repair, replacement and modification of Common Elements; (7) Cause additional improvements to be made as a part of the Common Facilities and, only to the extent permitted by the Declaration, the Controlled Facilities; (8) Acquire, hold, encumber and convey in its own name any right, title or interest to real or personal property, but Common Facilities may be conveyed or subjected to a security interest only under the provisions of Section 5318 of the Act (relating to conveyance or encumbrance of Common Facilities); PHL_A # v4 2

7 (9) Grant easements, leases, licenses and concessions through or over the Common Facilities and, only to the extent permitted by the Declaration, the Controlled Facilities; (10) Impose and receive payments, fees or charges for the use, except as limited by other provisions of the Act, rental or operation of the Common Elements other than the Limited Common Elements described in Section 5202(2) and (3) of the Act (relating to Unit boundaries); (11) Impose charges for late payment of assessments and, after notice and an opportunity to be heard, levy reasonable fines for violations of the Declaration, Bylaws and rules and regulations of the Association; (12) Impose reasonable charges for the preparation and recording of amendments to the Declaration, resale certificates required by Section 5407 of the Act (relating to resales of Units) which shall be ONE charge that may be made by the Association solely because of the resale or retransfer of any Unit or statement of unpaid assessments. In addition, the Association may impose a capital improvement fee, but no other fees, on the resale or transfer of Units in accordance with the following: (i) the capital improvement fee for any Unit shall not exceed the annual assessments for general Common Expense charged to such Unit during the most recently completed fiscal year of the Association; provided that: (a) in the case of resale or transfer of a Unit consisting of unimproved real estate, the capital improvement fee shall not exceed one-half of the annual assessments for general Common Expenses charged to such Unit during the most recently completed fiscal year of the Association; and (b) in the case of resale or transfer of a Unit which was either created or added to the Planned Community in accordance with Section 5311 of the Act (relating to conversion and expansion of flexible planned communities) at some time during the most recently completed fiscal year of the Association but was not in existence for the entire fiscal year, the capital improvement fee shall not exceed one-half of the annual assessments for general Common Expenses charged to a Unit comparable to such Unit during the most recently completed fiscal year of the Association. (ii) capital improvement fees allocated by the Association must be maintained in a separate capital account and may be expended only for new capital improvements or replacement of existing common elements, and may not be expended for operation, maintenance or other purposes. (iii) no capital improvement fee shall be imposed on any gratuitous transfer of a Unit between any of the following family members; spouses, parent and child, siblings, grandparent and grandchild. (iv) no fees may be imposed upon any person who; PHL_A # v4 3

8 (a) acquires a Unit consisting of unimproved real estate and signs and delivers to the Association at the time of such person s acquisition a sworn affidavit declaring the person s intention to reconvey such Unit within 18 months of its acquisition; and (b) completes such reconveyance within such 18 months; (13) Provide for the indemnification of its officers and executive board and maintain directors and officers liability insurance; Bylaws; (14) Exercise any other powers conferred by this subpart, the Declaration or (15) Exercise all other powers that may be exercised in this Commonwealth by legal entities of the same type as the Association; (16) Exercise any other powers necessary and proper for the governance and operation of the Association; (17) Assign its right to future income, including the right to receive Common Expense assessments, only to the extent the Declaration expressly provides; and (18) Assign or delegate any powers of the Association listed in this Section to a Master Association subject to the provisions of Section 5222 of the Act (relating to master Associations) and accept an assignment or delegation of powers from one or more planned communities or other incorporated or unincorporated associations. 3.1 Initial Office. ARTICLE 3 OFFICES The Association shall have its initial principal office at c/o Mazur and Miller, 1517 Hill Road, Suite L-2, Reading, PA Maintain Office. The Association shall have and continuously maintain a registered office in the Commonwealth of Pennsylvania at such place as may be designated from time to time by the Board. 4.1 Corporate Seal. ARTICLE 4 SEAL The Board shall maintain a corporate seal that shall be in the form of a circle and shall have inscribed thereon the name of the Association. PHL_A # v4 4

9 ARTICLE 5 FISCAL YEAR 5.1 Fiscal year. The fiscal year of the Association shall begin on January 1 and end on December 31 in each year. 6.1 Classes. ARTICLE 6 MEMBERSHIP, VOTING RIGHTS AND ASSESSMENTS The Association shall have one class of Members within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, which shall be known as Unit Owners. 6.2 Qualifications of Members. A Unit Owner, including Declarant, shall be a Member of the Association at such time as set forth in the Declaration. Each membership shall be appurtenant to, and not severable from, ownership of a Unit, and shall be held in the name of the record owner of the Unit, whether or not the Unit is owned jointly, in common or in any other form of tenancy. Therefore, each Unit shall have one, and only one, membership regardless of the number of co-tenants, joint-tenants or tenants by the entireties holding interests in said Unit. In the case of multiple owners or of Units leased to tenants, the person entitled to cast the vote of the Unit shall be designated as provided in Sections and below. The Declarant shall be a Member until the Declarant s interest is terminated by selling all of the Units it owns. 6.3 Duration of Membership. Each membership shall initially commence upon the recording of the Declaration. Thereafter, membership shall be transferred to each successive record owner of a Unit in accordance with these Bylaws and the Declaration as of the date and hour of the completion of settlement on the conveyance of a Unit to a new owner. 6.4 Voting In General: Unit Owners may vote on those items submitted to their vote by the Board. Subject to Sections through below, each Unit Owner shall be entitled to one vote on all matters on which Unit Owners are entitled to vote. No Unit Owner shall be entitled to cast more than one vote for Directors. Except where a higher percentage of votes is required in these Bylaws or in the Declaration, the vote of the majority of Unit Owners present and voting at a meeting at which a quorum is present shall be controlling Unit Owner Other Than Natural Person: If the owner of a Unit is a corporation, joint venture, partnership or unincorporated association, the natural person who shall be entitled to cast the vote for that Unit shall be the person named in a certificate executed PHL_A # v4 5

10 6.4.3 Ownership by More Than One Person: If the ownership of a Unit is in more than one person, the natural person who shall exercise the vote for the Unit shall be the person named in a certificate executed by all of the owners of the Unit and filed with the Secretary of the Association. Such a certificate shall be valid until revoked by a subsequent certificate similarly executed. In the absence of the person named in the certificate from the meeting or in the event of failure to execute and file such a certificate, an owner of the Unit who is present shall be entitled to vote. If more than one of multiple owners of the Unit are present, the owners may cast a vote only in accordance with their unanimous agreement unless the Declaration expressly provides otherwise. There shall be deemed to be unanimous agreement if any one of the multiple Unit Owners casts the vote allocated to that Unit without protest being made promptly to the person presiding over the meeting by any of the other owners of the Unit Unit Leased to Tenant: If a Unit is leased to a tenant by the Unit Owner, then whenever a vote by Lessees is specified by law, the Declaration or these Bylaws, the tenant shall be entitled to cast the vote for the Unit and such vote shall be subject to the provisions of Section of these Bylaws Approval or Disapproval: Except where execution by Unit Owners in the same manner as a deed is required in the Act, and subject to the provisions of the Declaration and these Bylaws, wherever the approval or disapproval of a Unit Owner is required by the Act, the Declaration or the Bylaws, the approval or disapproval shall be made only by the person who would be entitled to cast the vote of the Unit at any meeting of the Association Proxies: Votes allocated to a Unit may be cast pursuant to a proxy duly executed by a Unit Owner. If a Unit is owned by more than one person, each owner of the Unit may vote or register protest to the casting of votes by the other owners of the Unit through a duly executed proxy. Every proxy shall be executed in writing by the Unit Owner or by his or her duly authorized attorney in fact and filed with the Secretary of the Association. A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary. The revocation of a proxy shall not be effective until actual notice thereof has been given to the person presiding over a meeting of the Association. 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. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the person presiding over a meeting of the Association Voting by lessees: If the Declaration requires that votes on specified matters affecting the Planned Community be cast by lessees rather than Unit Owners of leased Units, all of the following apply: (1) The provisions with respect to voting as provided in this Article apply to lessees as if they were Unit Owners. PHL_A # v4 6

11 (2) Unit Owners who have leased their Units to other persons may not cast votes on those specified matters. (3) Lessees are entitled to notice of meetings, access to records and other rights respecting those matters as if they were Unit Owners. Unit Owners shall also be given notice, in the manner provided in Section 5308 of the Act (relating to meetings), of all meetings at which lessees may be entitled to vote Units owned by the Association: No votes allocated to a Unit owned by the Association may be cast. 6.5 Matters Requiring Vote of Unit Owners. Among other matters that may from time to time be submitted to the Unit Owners for a vote by the Board, the Unit Owners shall in any event be entitled to vote at the annual meeting of the Unit Owners of the Association for the election of Directors, on the amendment of these Bylaws, or on an amendment of the Declaration. 6.6 Annual Meeting of the Unit Owners. The annual meeting of the Unit Owners of the Association, beginning in the year in which Declarant Control ends, shall be held no later than the first Monday of May of each year at the registered office of the Association or at such other location within the County of Berks, Commonwealth of Pennsylvania as may be determined by the Board. The location of the meeting shall be designated in the notice of the meeting. 6.7 Special Meeting of Unit Owners. Special meetings of the Unit Owners may be called at any time by the President, the Board or Unit Owners entitled to cast at least 20% of the votes which all Unit Owners are entitled to cast. Upon written request of any person entitled to call a special meeting, the Secretary of the Association shall (a) fix the date and time of the meeting, which shall be held not less than ten (10) nor more than sixty (60) days after receipt of the request, and (b) give notice to the Unit Owners. If the Secretary refuses or neglects to fix the meeting date and issue notice within thirty (30) days after receipt of the written request for the special meeting, the person or persons calling the meeting may do so. The special meeting may be held at the registered office of the Association or at another location within the County of Berks, Commonwealth of Pennsylvania designated by the notice. 6.8 Notices of Meetings. By or at the direction of the Secretary, written notice of every meeting of the Unit Owners shall be hand delivered or sent by prepaid United States mail to each Unit or to the mailing address designated in writing by any Unit Owner at least ten (10) days prior to and not more than sixty (60) days in advance of the meeting. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Declaration or Bylaws; any budget or assessment changes; and, PHL_A # v4 7

12 where the Declaration or these Bylaws require approval of Unit Owners, any proposal to remove a Director or officer. 6.9 Quorum at Meeting. A quorum is present throughout any meeting of the Unit Owners if persons entitled to cast 20% of the votes which may be cast for election of Directors are present in person or by proxy at the beginning of the meeting Adjournment. Adjournments of any meeting of the Unit Owners may be taken. Any meeting at which Directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each as the Unit Owners present and entitled to vote shall direct, until such Directors have been elected Organization. At every meeting of the Unit Owners, the President, or in his or her absence, the Vice President, or in the absence of the President and the Vice President, a chair chosen by the Unit Owners, shall act as chair. The Secretary, or in his or her absence, a person appointed by the chair, shall act as secretary Budgets and Annual Assessments General Rule: Until the Association makes a Common Expense assessment, the Declarant shall pay all the expenses of the Planned Community. The initial annual assessment shall be fixed by the Board no later than thirty (30) days from the date of adoption of these Bylaws. After making the initial assessment, the Board shall adopt a budget and make assessments at least annually. Annual assessments shall be fixed by the Board no later than December 31 of each year for the succeeding year Budgets: The budgets of the Association shall segregate limited Common Expenses from general Common Expenses if and to the extent appropriate. Such budgets shall contain an estimate of the total amount considered necessary to pay the cost of maintenance, management, operation, repair and replacement of the Common Elements and the cost of wages, materials, insurance premiums, services, supplies and other expenses that may be declared to be Common Expenses by the Act, the Declaration, these Bylaws or a resolution of the Board. Such budgets shall also include such amounts as the Board considers necessary to provide working capital, a general operating reserve and reserves for contingencies and replacements. The Board shall make the budget available for inspection at the Association office and shall send to each Unit Owner a copy of each budget and capital expenditure approved by the Board promptly after such approval in a reasonably itemized form that sets forth the amount of the Common Expenses Allocation and interest: Except for assessments under subsection below, all Common Expenses shall be assessed against all the Units in accordance with the Common Expense liability allocated to each Unit in the case of general Common Expenses and PHL_A # v4 8

13 in accordance with subsection in the case of special allocation of expenses. Any past due assessment or installment thereof shall bear interest at the rate established by the Association at 15% per year Special allocations of expenses: Except as provided by the Declaration: (1) Any Common Expense associated with the maintenance, repair or replacement of a Limited Common Element shall be assessed in equal shares against the Units to which that Limited Common Element was assigned at the time the expense was incurred. (2) Any Common Expense benefiting fewer than all of the Units shall be assessed exclusively against the Units benefited. (3) The costs of insurance shall be assessed in proportion to risk, and the costs of utilities that are separately metered to each Unit shall be assessed in proportion to usage. (4) If a Common Expense is caused by the negligence or misconduct of any Unit Owner, the Association may assess that expense exclusively against his or her Unit Reallocation: If Common Expense liabilities are reallocated, Common Expense assessments and any installment thereof not yet due shall be recalculated in accordance with the reallocated Common Expense liabilities Special Assessments. In addition to the annual assessments provided for above the Board may levy in any assessment year: (1) special assessments applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction or improvement, unexpected repair, replacement or cost in connection with the operation, maintenance, repair, restoration, and management of the Common Elements; or (2) assessments for any insufficiency of the annual assessment for a preceding assessment year to cover the actual costs incurred by the Association in such year. Any special assessment made pursuant to this Section shall be apportioned equally among the Lots and the Owners thereof. Notice of any assessment approved by the Board under this section shall be provided promptly to the Unit Owners. PHL_A # v4 9

14 6.14 Rejection of Budget or Capital Expenditures. Anything herein to the contrary notwithstanding, the Association, by majority vote of the Unit Owners, may reject any budget or capital expenditure approved by the Board within thirty (30) days after approval as provided by Section 5303(b) of the Act. 7.1 Period of Declarant control. ARTICLE 7 DECLARANT CONTROL (1) The Declaration provides for a period of Declarant control of the Association, during which the Declarant or persons designated by the Declarant may appoint and remove the officers and Directors of the Board. (2) The period of Declarant control extends from the date of the first conveyance of a Unit to a person other than a Declarant for a period of not more than: (i) seven years in the case of a Flexible Planned Community containing convertible real estate or to which additional real estate may be added; and (ii) five years in the case of any other Planned Community. (3) The period of Declarant control terminates no later than the earlier of: (i) sixty days after conveyance of 75% of the Units which may be created to Unit Owners other than the Declarant; (ii) two years after Declarant (or its successors and assigns) has ceased to offer Units for sale in the ordinary course of business; or (iii) two years after any development right to add new Units was last exercised. (4) Declarant may voluntarily surrender the right to appoint and remove officers and Directors before termination of that period. In that event the Declarant may require, for the duration of the period of Declarant control, that specified actions of the Association or Board, as described in a recorded instrument executed by the Declarant, be approved by the Declarant before they become effective. 8.1 Executive Board. ARTICLE 8 EXECUTIVE BOARD The affairs of the Association shall be governed and conducted by an Executive Board, which shall initially be comprised of three (3) Directors, to be elected or appointed in accordance with these Bylaws and the provisions of the Declaration. 8.2 Qualifications of Directors. Owner. Each Director shall be a natural person at least 18 years of age who is a Unit PHL_A # v4 10

15 8.3 Number and Election of Directors Election of Directors during transfer of Declarant control. Not later than 60 days after conveyance of 25% of the Units which may be created to Unit Owners other than a Declarant, at least one Director and not less than 25% of the Directors of the Board shall be elected by the Unit Owners excluding the Declarant. Not later than 60 days after conveyance of 50% of the Units which may be created to Unit Owners other than a Declarant, not less than 33% of the Directors of the Board shall be elected by the Unit Owners excluding the Declarant Election of Directors following Declarant control. Not later than the termination of any period of Declarant control, the Unit Owners shall elect a Board of at least three Directors. The Directors shall take office upon election. 8.4 Term of Office. Directors elected by the Unit Owners shall serve for a term of one year, or until their successor has been appointed or elected. 8.5 Procedure for Nomination of Candidates for Director. In the case of the nomination of any Director to be elected by the Unit Owners other than the Declarant, the chair of the meeting shall announce at the meeting of the Unit Owners the number of Directors to be elected at the meeting and shall declare that the nominations of candidates for election as Director are open and shall call for nominations from the floor. Nominations may be made by any Director or Unit Owner entitled to elect Directors and who is present at the meeting in person. Nominations need not be seconded. After nominations have been made, the chair of the meeting shall, on motion, declare the nominations closed, and thereafter no further nominations may be made. After the nominations have been closed, the Unit Owners entitled to elect Directors shall cast their votes. 8.6 Vacancy. Any vacancy occurring in the Board, or any vacancy to be filled by reason of any increase in the number of Directors resulting from any amendment of the Declaration or these Bylaws, shall be filled by the Board appointing a replacement; except that a vacancy due to the resignation, withdrawal or incapacity of a Director appointed by the Declarant shall be filled by the Declarant appointing a replacement. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. 8.7 Removal of Directors General Removal Powers. Notwithstanding any provision of the Declaration or these Bylaws to the contrary, the Unit Owners, by a two-thirds vote of all persons present and entitled to vote at any meeting of the Unit Owners at which a quorum is present, may remove any Director with or without cause, other than a Director appointed by the Declarant. PHL_A # v4 11

16 8.7.2 Declarant Appointees: Directors appointed by the Declarant serve at the pleasure of the Declarant and may be removed at any time by the Declarant. 8.8 Resignations. Any Director may resign at any time by giving written notice to the Association. The resignation shall be effective upon receipt by the Association or at such subsequent time as may be specified in the notice of resignation. 8.9 Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board, a reasonable fixed sum and reimbursement for expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any member of the Board from serving the Association in any other capacity and receiving reasonable compensation therefor. However, Directors who serve in any other capacity for which they receive compensation shall not participate in any vote of the Board with respect to their own compensation Voting Rights. Each Director shall be entitled to one vote Limitation on Authority. The Board may not act on behalf of the Association to amend the Declaration under Section 5219 of the Act (relating to amendment of Declaration), to terminate the Planned Community under Section 5220 of the Act (relating to termination of Planned Community) or to elect members of the Board or determine the qualifications, powers and duties or terms of office of Board members, but the Board may fill vacancies in its membership for the unexpired portion of any term. 9.1 Establishment and Powers. ARTICLE 9 COMMITTEES The Board may, by resolution adopted by a majority of the Directors, establish one or more committees to consist of one or more Directors of the Association. The Board may designate one or more Directors as alternate members of a committee. Any committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that a committee, including the Executive Committee and the Standing Committees, if any, shall not have any power or authority as to the following: (1) The submission to the Unit Owners of any action requiring approval of the Unit Owners under the Act; (2) The creation or filling of vacancies in the Board; PHL_A # v4 12

17 (3) The adoption, amendment or repeal of the Bylaws; (4) The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; or (5) Action on matters committed by the Bylaws or a resolution of the Board exclusively to another committee of the Board. 9.2 Term. Each committee of the Board shall serve at the pleasure of the Board. 9.3 Committee Organization. Except as otherwise provided by the Board, each committee shall be chaired by a Director and shall establish its own operating procedures. Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its times and places of meetings. 9.4 Executive Committee. The Executive Committee shall be composed of the officers of the Association. The Executive Committee shall be authorized to act for the Board between its regular meetings. Except as otherwise provided by these Bylaws or by resolution of the Board, the Executive Committee shall have and may exercise all of the powers and authority of the Board in the management of the Association. 9.5 Standing Committees. There shall be the following Standing Committees of the Board: Audit Committee. The Audit Committee shall be responsible for the outside and internal audits of the Association s financial transactions, shall satisfy itself that necessary controls are in place to ensure compliance with the Association s financial policies and shall periodically evaluate the Association s financial control and accounting system and recommend any changes it deems appropriate. The Audit Committee shall report regularly to the Board. The Audit Committee shall recommend to the Board the designation of an independent auditor for the Association each year, shall meet privately with the auditor at least once each year, and shall receive the management letter from the auditor. The Audit Committee shall also receive monthly financial statements from the Treasurer and approve any changes in format recommended by the President. The Audit Committee may request the designated independent auditor, or any officer or employee of the Association, to appear before it to report on the financial condition of the Association and answer any questions the Audit Committee might have Finance Committee. The Finance Committee shall meet at least twice a year to review the investments of the Association. The Finance Committee shall review annually the adequacy of any insurance policies of the Association other than property insurance. The PHL_A # v4 13

18 (1) any such action shall not be taken without the prior consent of the President or Vice President; and (2) any such action shall be made in accordance with the requirements of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, and the Pennsylvania prudent investor rules. Any such action shall be reported to the Board at its next meeting following the taking of such action Nominating Committee. The Nominating Committee shall propose names for election of Directors and officers. The recommendations of the Nominating Committee shall be presented to the Board at a meeting of the Unit Owners at which the chair announces the number of Directors to be elected and calls for nominations. Additional names may be proposed by any Director or any Unit Owner entitled to elect Directors as provided in Section 8.5 of these bylaws. The President shall appoint the members of the Standing Committees, if any, annually. The Board may, by resolution, determine not to constitute a Standing Committee for any year Place of Meetings. ARTICLE 10 MEETINGS OF DIRECTORS The Board may hold its meetings at such places as the Board may appoint or as may be designated in the notice of the meeting Annual Meeting. Unless the Board provides by resolution for a different time, the annual meeting of the Board shall take place immediately after the annual meeting of the Unit Owners. The newly constituted Board shall meet without prior notice at the place where the meeting of the Unit Owners was held, or at any other place and time designated in a notice given as provided in Section 10.5, for the purposes of organization, election of officers, and the transaction of other business Regular Meetings. Regular meetings of the Board shall take place immediately following the regular meetings of the Unit Owners or at such other times as shall be designated by resolution of the Board. If the date fixed for any regular meeting is a legal holiday under the laws of Pennsylvania, the meeting shall be held on the next succeeding business day or at such other PHL_A # v4 14

19 time as may be determined by resolution of the Board. The Board shall transact such business as may properly be brought before its meetings. Notice of regular meetings need not be given Special Meetings. Special meetings of the Board may be called by or at the request of the President of the Association or any two (2) Directors of the Board. Such special meetings shall be held at the registered office of the Association or at such other location within the Commonwealth of Pennsylvania as may be determined by the person calling such special meeting and as shall be designated in the notice of special meeting. Such notice shall state the time and place of such special meeting, but need not state the purpose Written Notice. Whenever written notice is required to be given to any Director pursuant to this Article, it may be given to the Director either personally or by sending a copy by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to his or her address (or to his or her telex, TWX or facsimile number) appearing on the books of the Association or supplied by him or her to the Association for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched or, in the case of facsimile, when receipt has been confirmed. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by the Act or the Pennsylvania Nonprofit Corporation Law of 1988, as amended. Except as otherwise provided by the Act, the Pennsylvania Nonprofit Corporation Law of 1988, as amended, or these Bylaws, when a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken Waiver by Writing. Whenever any written notice is required to be given under this Article, a waiver in writing, signed by the Director entitled to the notice, whether before or after the time stated, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting Waiver by Attendance. Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. PHL_A # v4 15

20 10.8 Quorum. A majority of Directors shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board, except where otherwise provided by law or by these Bylaws Participation in Meetings. One or more Directors may participate in a meeting of the Board or a committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other Organization. Every meeting of the Board shall be presided over by the President, or in the absence of the President, the Vice President, or in the absence of the President and the Vice President, a chair chosen by a majority of the Directors present. The Secretary, or in his or her absence, a person appointed by the chair, shall act as secretary Consent of Directors in Lieu of Meeting. Subject to the further specific provisions of these Bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if prior to such action, a written consent thereto is signed by all the Directors and such written consent is filed with the Secretary of the Association Number. ARTICLE 11 OFFICERS The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may from time to time authorize. Officers may hold more than one office; however, the President may not also hold the office of Vice President Election and Term of Office. The initial officers of the Association shall be appointed by Declarant and they shall serve until successor officers are elected by the Board at the first regular annual meeting of the Board after the period of Declarant Control has ended. The officers shall thereafter be elected annually by the Board at the regular annual meeting of the Board. The officers shall have the authority and shall perform the duties as set forth in these Bylaws, and as may be prescribed from time to time by the Board. PHL_A # v4 16

21 11.3 Qualifications. All officers shall be natural persons at least 18 years of age except that the Treasurer may be a corporation. Every officer must be a Unit Owner or tenant of a Unit at the time of his or her election or appointment to office but need not be a Director of the Association Officer s Vacancy. Any vacancy occurring in any office, including any new office to be created in the future, shall be filled by the Board appointing a replacement. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office Removal of Officers. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Association will be served. Such removal shall be without prejudice to the contract rights, if any, of any person so removed Resignations. Any officer may resign at any time by giving written notice to the Association. The resignation shall be effective upon receipt by the Association or at such subsequent time as may be specified in the notice of resignation President. The President shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association, subject to the control of the Board. The President shall preside at all meetings of the Board, the Unit Owners, and the Executive Committee. He may sign, along with the Secretary or any other proper officer of the Association authorized by the Board, any deed, mortgage, bond, contract, or other instrument which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Association. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board. PHL_A # v4 17

22 11.9 Secretary. The Secretary shall attend all meetings of the Board and of the Unit Owners. The Secretary shall record all votes of the Board and of the Unit Owners and the minutes of the meetings of the Board and of the Unit Owners in a book or books to be kept for that purpose. The Secretary shall see that required notices of meetings of the Board and of the Unit Owners are given and that all records and reports are properly kept and filed by the Association. The Secretary shall be the custodian of the seal of the Association and shall see that it is affixed to all documents to be executed on behalf of the Association under its seal. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board or the President Assistant Secretary. In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Each Assistant Secretary shall perform such other duties as may be assigned by the Board, the President, or the Secretary Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Association, receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine, which cost shall be an expense of the Association. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board or the President Assistant Treasurer. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Each Assistant Treasurer shall perform such other duties as may be assigned by the Board, the President, or the Treasurer. ARTICLE 12 CONFLICTS OF INTEREST 12.1 Interested Directors and Officers. No contract or transaction between the Association and one or more of its Unit Owners, Directors, or officers or between the Association and any other corporation, partnership, PHL_A # v4 18

23 association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Unit Owner, Director, or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his, her, or their votes are counted for that purpose, if: (1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum; (2) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Unit Owners entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of such Unit Owners; or (3) The contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the Board or the Unit Owners. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction. ARTICLE 13 STANDARD OF CARE 13.1 Standard of Care; Justifiable Reliance. A Director shall stand in a fiduciary relation to the Association and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Association and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including, without limitation, financial statements and other financial data, in each case prepared or presented by any of the following: (1) One or more officers or employees of the Association whom the Director reasonably believes to be reliable and competent in the matters presented; (2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; or (3) A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. PHL_A # v4 19