STERLING GLEN HOMEOWNERS ASSOCIATION, INC. BYLAWS. As Adopted On 7/28/2016 v6. And Amended On 4/6/2017 v7c

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1 STERLING GLEN HOMEOWNERS ASSOCIATION, INC. As Adopted On 7/28/2016 v6 And Amended On 4/6/2017 v7c

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3 TABLE OF CONTENTS PAGE ARTICLE I. Introductory Provisions Applicability Definitions Compliance Office Association Fiscal Year Miscellaneous Recitations...2 ARTICLE II. STERLING GLEN HOMEOWNERS ASSOCIATION, Inc Membership Annual Meetings Place of Meetings Special Meetings Notice of Meetings Adjournment of Meetings Voting Proxies Quorum Conduct of Meetings...5 ARTICLE III. The Executive Board Powers and Duties Number and Qualifications Delegation of Powers; Managing Agent Election and Term of Office Removal or Resignation of Members of the Executive Board Vacancies Organizational Meeting...9 i v7c

4 TABLE OF CONTENTS PAGE 3.8. Regular Meetings Special Meetings Waiver of Notice Quorum of the Executive Board Compensation Conduct of Meetings Action Without Meeting Validity of Contracts with Interested Executive Board Members Inclusion of Interested Executive Board Members in the Quorum Standard of Care...10 ARTICLE IV. Officers Designation Election of Officers Removal of Officers President Vice President Secretary Treasurer Board Member at Large Execution of Documents Compensation of Officers...12 ARTICLE V. Committees Appointment Landscaping & Architectural Review Committee (LARC)...13 ARTICLE VI. Compliance and Default Non-compliance Relief...14 ii v7c

5 TABLE OF CONTENTS PAGE 6.2. Abating and Enjoining Violations by Lot Owners Disputes...16 ARTICLE VII. Insurance Power of Attorney Types and Amounts...17 ARTICLE VIII. Amendments Amendments to Bylaws Amendments to the Declaration Amendments to the Rules & Regulations...18 ARTICLE IX. Rights to Notice and Comment and Notice and Hearing Right to Notice and Comment Right to Notice and Hearing...18 ARTICLE X. Indemnification...19 ARTICLE XI. Miscellaneous Notices Severability Conflicts Captions Gender Waiver Contracts with Declarant Inspection of Books and Records...20 ARTICLE XII. Change History...21 iii v7c

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7 ARTICLE I Introductory Provisions 1.1. Applicability These Bylaws provide for the governance of the STERLING GLEN HOMEOWNERS ASSOCIATION, Inc. (the Association ), a Non-Profit, Non-Stock Corporation, pursuant to the requirements of the Planned Community Act, (the Act ), created by the recording of the Declaration of Protective Covenants, Easements, Restrictions, Equitable Servitudes, Charges and Liens Sterling Glen (the Declaration ) among the land records in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania, on July 16, 2002, at Book 688, Page 3182, and as amended from time to time Definitions Initially capitalized terms used herein without definition shall have the meanings specified for such terms in the Declaration to which these Bylaws pertain or, if not defined therein, the meanings specified or used for such terms in the Act The following terms when used herein shall have the meanings set forth below: (a) HOA or Association are of the same meaning which is The Sterling Glen Homeowners Association, Inc. (b) Board, Executive Board, or Board of Directors are of the same meaning and mean collectively those individuals elected by the Association s membership to act as the governing body of the Association. (c) Organizational Meeting means the first meeting of the Board after which any new members to the Board are elected by the Association. (d) Common Expenses means the STERLING GLEN Common Expenses including Limited Common Element Expenses and Limited Expenses, if any. (e) Act or Planned Community Act shall mean and refer to the Uniform Planned Community Act of Pennsylvania (1996, December 19, P.L. 1336, No. 180, 68 Pa.C.S.A. Section 5101 et. Seq.). (f) Governing Documents or Sterling Glen Documents are interchangeable and mean collectively the Declaration and any recorded Plats or Plans, the Bylaws as defined herein, and the Rules and Regulations, all as adopted and amended from time to time. 1 v7c

8 (g) Good Standing means the Lot Owner, or specified entity, does not have any unpaid assessments or fines. For a Board Member, this meaning extends to include any assessment(s) payment(s) are made by that Board Member within any specified due dates without incurring any late charges for any prior twelve-month period. (h) Membership Certificate means the document on file with the Association s Secretary containing Owner(s) contact information, proxy and mailing preferences. The definitions as contained in the Declaration are incorporated herein by reference thereto where not specifically inconsistent herewith Compliance. Pursuant to the provisions of the Act, every Lot Owner and all persons entitled to occupy a Lot shall comply with these Bylaws Office. The office of the STERLING GLEN Homeowners Association, Inc. and the Executive Board shall be located at P.O. Box 1023, Mechanicsburg, Pa , or at such other place as may be designated from time to time by the Executive Board Association Fiscal Year. The fiscal year for accounting and budgeting purposes is the calendar year Miscellaneous Recitations As the Association was established by the recording of the Declaration on July 16, 2002, and from that time forth until the first election of the Board was certified by the Declarant s secretary on March 29, 2016, the Declarant has acted as the de facto Board without the benefit of any Bylaws to provide governance The Declarant Control Period as defined by the Declaration has expired per the Declaration s Section A The Declarant s Class B voting rights have converted to Class A voting rights per the Declaration s Section D This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to the Lot Owners, Officers, or Executive Board The initial Executive Board was elected, with written confirmation provided by the Declarant s Secretary, on March 29, v7c

9 ARTICLE II The STERLING GLEN HOMEOWNERS ASSOCIATION, Inc Membership. The STERLING GLEN HOMEOWNERS ASSOCIATION, Inc. (the Association ), is hereby organized as a non-profit corporation. The Association shall consist of all of the Lot Owners and/or beneficial owners of a lot held in trust, acting as a group in accordance with the Act, pursuant to Governing Documents. The Association shall have the responsibility of administering the Planned Community, establishing the means and methods of collecting assessments and charges, arranging for the management of the Planned Community, and performing all other acts that may be required or permitted to be performed by the Association pursuant to the Act and the Governing Documents. The foregoing responsibilities shall be performed by the Executive Board or Managing Agent as more particularly set forth in these Bylaws Annual Meeting. The annual meeting of the Association shall be held within the period November 1 st through January 31st, on such date, place and time and weather permitting, or as determined by the Executive Board. At such annual meeting, any expired positions of the Executive Board shall be elected by ballot of the Lot Owners in accordance with the requirements of Section 3.4 of these Bylaws. Further, such other business as may properly come before the annual meeting may be transacted Place of Meeting. Meetings of the Association shall be held at such suitable place as may be designated by the Executive Board, and included in notice as provided in Section 2.5 hereof Special Meetings. (a) Special meetings of the Association may be called by the President, by a majority of the members of the Executive Board, or by Lot Owners comprising Thirty-three and one-third percent (33.1/3 %) of all the eligible votes. The written notice of any special meeting shall state the time, place and purpose thereof. Such meeting shall be held within forty-five (45) days after receipt by the President of said notice. No business shall be transacted at a special meeting except as stated in the notice. (b) Initial Executive Board Election A special meeting of the Association shall be held at which Declarant, acting as the de facto Board, shall elect successor members of the Executive Board. All members of the Executive Board so elected shall be Lot Owners. The members of the Executive Board so elected shall serve a transitional term for two years thereafter, or, ninety (90) days after the Annual Meeting closest to that date, whichever is shorter. This Initial Executive Board Election may be conducted via proxy by the Declarant s appointee, with thirty days provided for submission of candidates, and with a thirty-day voting period provided. 3 v7c

10 (c) If any meeting required pursuant to Subsection (b) above can be held on the date of the annual meeting, then such meeting may be held concurrently with such annual meeting Notice of Meetings. The Secretary shall deliver to each Lot Owner a notice of each annual or regularly scheduled meeting of the Association not less than ten (10) or more than sixty (60) calendar days, and of each special meeting of the Lot Owners at least ten (10) but not more than forty-five (45) calendar days, prior to such meeting, stating the time, place and purpose thereof. The delivery of a notice of meeting in the manner provided in this Section and Section 11.1 of these Bylaws shall be considered service of notice Adjournment of Meetings. If at any meeting of the Association a quorum is not present, Lot Owners entitled to cast a majority of the votes represented at such meeting may adjourn the meeting to a time not less than forty-eight (48) hours after the time for which the original meeting was called Voting. (a) Since the Declarant Control Period has ended per section herein, the Association has only one class of voting membership, Class A. Voting by Class A members shall be based upon all Owners of such Lots, including the Declarant, being entitled to one (1) vote for each Lot in which they hold an interest. per Part D-2 of the Declaration. (b) Where the ownership of a Lot is in more than one person, the natural person who shall be entitled to cast the vote of such Lot shall be the person named in the Membership Certificate executed by all of the owners of such Lot and filed with the Secretary or, in the absence of such named person from the meeting, the person who shall be entitled to cast the vote of such Lot shall be the person owning such Lot who is present. Such certificate shall be valid until revoked by a subsequent certificate similarly executed. If more than one person owning such Lot is present, then such vote shall be cast only in accordance with their unanimous agreement pursuant to Section 5310(a) of the Act. There shall be deemed to be unanimous agreement if any one of the multiple owners casts the votes allocated to that Lot without protest being made promptly to the Person presiding over the meeting by any of the other Owners of the Lot. (c) Subject to the requirements of the Act, wherever the approval or disapproval of a Lot Owner is required by the Act or by the Governing Documents, such approval or disapproval shall be made only by the person who would be entitled to cast the vote of such Lot at any meeting of the Association. Except with respect to election of members of the Executive Board and except where a greater number is required by the Act or the Governing Documents, a simple majority of the total votes entitled to be cast by all Lot Owners, voting in person or by proxy, at a duly convened meeting at which a quorum is present, is required to adopt the measure in question. 4 v7c

11 (d) At each election for Executive Board members, those candidates for election receiving the greatest number of votes shall be elected for the set number of expired/open positions. There shall be no cumulative voting Proxies. (a) Proxies. A vote may be cast in person, or by either a Limited or General Proxy. Such proxy may be granted by a Lot Owner who is registered on that lot s Membership Certificate in favor of only another living Owner of a different Lot, including any Executive Board member, or a holder of a mortgage on that Lot (b) Proxies shall be duly executed in writing in the form and/or fashion established by the Board, shall be valid only for the particular meeting designated therein, and must be filed with the Secretary before the appointed time of the meeting. Such proxy shall be deemed revoked either a) only upon actual receipt by the person presiding over the meeting of written notice of revocation from the grantor(s) of the proxy, or b) attendance in person at the meeting of the grantor(s) of the proxy. No proxy shall be valid for a period in excess of one hundred twenty (120) days after the execution thereof. A proxy is void if it is not dated or purports to be revocable without notice Quorum. (a) Except as set forth below, the presence in person or by proxy of Lot Owners entitled to cast twenty five (25%) of all the votes at the commencement of a meeting shall constitute a quorum at all meetings of the Association. (b) If a meeting is adjourned pursuant to Section 2.6 above, there shall be no quorum required at such second meeting except a majority of Executive Board Members must be present 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 all resolutions or motions adopted at the meeting and of all transactions occurring at the meeting. The President may appoint a person to serve as parliamentarian at any meeting of the Association. The thencurrent edition of Robert s Rules of Order shall govern the conduct of all meetings of the Association when not in conflict with the Act or Governing Documents. All votes shall be tallied by the President s appointee. 5 v7c

12 ARTICLE III Executive Board 3.1. Powers and Duties. The affairs of the Association shall be governed by an Executive Board which may act in all instances on behalf of the Association, and shall have and exercise all lawful powers and duties authorized by Section 5302 of the Act necessary for the proper conduct and administration of the Association. These powers and duties shall include, but are not limited to, the following: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Adopt and amend Bylaws provided the Right to Notice and Comment is provided to all Lot Owners; Adopt and amend reasonable Rules and Regulations to maintain the harmony, use, and enjoyment of the Association by Lot Owners; Adopt and amend budgets for revenues, expenditures, and reserves, and prepare long term asset replacement/repair plans for Common Area elements; Set and collect Annual and Special Assessments; Hire and discharge any Managing Agents or Property Managers; Make contracts and incur liabilities; Maintain, repair, modify, or replace elements within the Common Areas; Maintain property and liability insurances; Provide indemnification of the Association s Executive Board and Officers and maintain Director s & Officer s Insurance or equivalent policies; Impose and collect charges for late payments, fines for non-compliance violations; Impose and collect reasonable charges for preparation of Declaration amendments, statements of unpaid assessments, Resale Transfer Certificates per the Act Section 5407, making copies of recorded meeting minutes, and other matters deemed as not Common Expense items as determined by the Executive Board; Exercise any other powers as defined within the Act and Governing Documents and as amended. 6 v7c

13 3.2 Number and Qualification. The Executive Board shall be composed of a minimum of three (3) natural persons who are Lot Owners in residence. An additional natural person who is a Lot Owner, whom may or may not be in residence, may also be elected to serve as a Board Member At Large Delegation of Powers; Managing Agent. The Executive Board may employ for the Association a Managing Agent at a compensation established by the Executive Board. The Managing Agent shall perform such duties and services as the Executive Board shall authorize and the Executive Board and Managing Agent shall agree in writing, including, but not limited to, all of the duties listed in the Act, the Declaration and these Bylaws; provided, however, where a Managing Agent does not have the power to act under the Act or the Governing Documents, such duties shall be performed as advisory to the Executive Board. The Executive Board may delegate to the Managing Agent all of the powers granted to the Executive Board by the Act and the Governing Documents other than the following powers: (a) (b) (c) (d) To adopt the annual budget, any amendment thereto or to assess any Common Expenses; To adopt, repeal or amend Rules and Regulations; To borrow money on behalf of the Association; To acquire and mortgage Lots. Any contract with the Managing Agent must provide that it may be terminated with cause on no more than thirty (30) days written notice. The term of any such contract may not exceed three (3) years. Any such contract may be renewed only upon the consent of the Association and the Managing Agent Election and Term of Office. (a) Subsequent to the Initial Executive Board Election and subject to the Governing Documents, the election of members of the Executive Board shall be held at the Annual Association Meeting. The term of office of any Executive Board member to be elected (except as set forth in Section 3.4 and 3.5 hereof) shall be fixed at two (2) years. The members of the Executive Board shall hold office until the earlier to occur: the election of their respective successors, their death, adjudication of incompetency, or removal or resignation. An Executive Board member may serve an unlimited number of terms and may succeed himself/herself. (b) Persons qualified to be members of the Executive Board may be nominated for election only as follows: 7 v7c

14 (1) Any Lot Owner may submit to the Secretary at least thirty (30) days before the meeting at which the election is to be held a nominating petition signed by Lot Owners owning at least two (2) Lots and a statement that the person nominated is willing to serve on the Executive Board. The Secretary shall mail or hand-deliver the submitted items to every Lot Owner along with the notice of such meeting; (2) Nominations may be submitted from the floor at the meeting at which the election is held for each vacancy on the Executive Board for which no more than one (1) person has been nominated by petition Removal or Resignation of Members of the Executive Board. (a) At any regular or special meeting of the Association duly called and subject to the notice requirements set forth in Section 3.4(b) below, any one or more of the members of the Executive Board may be removed with or without cause by Lot Owners entitled to cast a majority of all votes in the Association. A successor may then and there be elected to fill the vacancy thus created for the remainder of the term of the member being replaced. (b) Any Lot Owner proposing removal of a Board member shall give notice thereof to the Secretary in the form of a written petition signed by at least 33 1/3% of all eligible Lots Owners. Any member whose removal has been proposed shall be given at least twenty (20) days notice by the Secretary of the time, place and purpose of the meeting and shall be given an opportunity to be heard at the meeting. (c) A member of the Executive Board may resign at any time and shall be deemed to have resigned upon transfer of title to his Lot, if, as a result of such transfer, such member of the Executive Board has no ownership interest in any Lot. (d) Each Board Member must maintain Good Standing within the Association. Failure to do so results in an automatic removal from the Board with the position considered Vacant with the same Notice and Appeal opportunity before the remaining Board Members given as in section 3.5(b) Vacancies. (a) Except with respect to vacancies caused by the removal of an Executive Board member as set forth in Section 3.5 above, all vacancies in the Executive Board shall be filled as follows. If only a single vacancy, it may be filled by appointment by the remaining Executive Board Members. For a Board Member At Large vacancy, it may be left unfilled at the discretion of the Board. For multiple vacancies not including a Board Member At Large position, a special meeting will be called per section 2.4(a) held for such purpose, even though the Lot Owners present at such meeting may constitute less than a quorum. Any person so elected shall be a member of the Executive Board for the remainder of the term of the member being replaced. 8 v7c

15 3.7. Organizational Meeting. The first meeting of the Executive Board following each annual meeting of the Association (hereinafter referred to as the Organizational Meeting ) shall be held within twenty-one (21) days thereafter at such time and place fixed by the President (even if he is the outgoing President) at the meeting at which such Executive Board shall have been elected. No notice shall be necessary to the newly elected members of the Executive Board in order legally to constitute such meeting, if a majority of the whole Executive Board shall be present at such meeting Regular Meetings. Regular meetings of the Executive Board may be held at such time and place as shall be determined from time to time by a majority of the members. Notice of regular meetings of the Executive Board shall be given to each member, hand-delivered or by mail, tele facsimile or electronic mail, at least five (5) business days prior to the day named for such meeting Special Meetings. Special meetings of the Executive Board may be called by the President on at least three (3) business days notice to each member, hand-delivered or by mail tele facsimile or electronic mail, which notice shall state the time, place and purpose of the meeting. Special meetings of the Executive Board shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) members of the Executive Board Waiver of Notice. Any Executive Board member may at any time, in writing or verbally, waive notice of any meeting of the Executive Board, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member at any meeting of the Executive Board shall constitute a waiver of notice by him. If all members are present at any meeting of the Executive Board, no notice shall be required and any business may be transacted at such meeting Quorum of the Executive Board. At all meetings of the Executive Board a majority of the members shall constitute a quorum for the transaction of business, and the votes of a majority of the members present at a meeting at which a quorum is present shall constitute the decision of the Executive Board. If at any meeting of the Executive Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any reconvened meeting at which a quorum is present, any business which may have been transacted at the meeting originally called may be transacted without further notice. One or more members of the Executive Board may participate in and be counted for quorum purposes at any meeting by means of conference telephone or similar communication equipment if all persons participating in the meeting can hear each other Compensation. An Executive Board member may receive a fee from the Association for acting as such, as may be set by resolution of the Lot Owners, and may be reimbursed for any reasonable expenses incurred in the performance of his or her duties. 9 v7c

16 3.13. Conduct of Meetings. The President shall preside over all meetings of the Executive Board and the Secretary shall keep written minutes of the Executive Board meetings, recording therein all resolutions adopted by the Executive Board and a record of all transactions and proceedings occurring at such meetings. Such minute book shall be kept at Secretary s place of convenience. The Secretary shall, upon request of any member, for a reasonable charge, supply such member with copies of such minutes as such member shall designate certified by such Secretary as being true and correct. The then current edition of Robert s Rules of Order shall govern the conduct of the meetings of the Executive Board when not in conflict with the Act or the Governing Documents Action Without Meeting. Any action by the Executive Board required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Executive Board shall individually or collectively consent in writing to such action. Any such written consent shall be filed with the minutes of the proceedings of the Executive Board Validity of Contracts with Interested Executive Board Members. No contract or other transaction between the Association and one or more of its Executive Board members or between the Association and any corporation, firm, or association in which one or more of the Executive Board members of the Association are directors or officers, or are financially interested, shall be void or voidable because such Executive Board member or members are present at any meeting of the Executive Board which authorized or approved the contract or transaction or because his or their votes are counted, if the circumstances specified in either of the following subparagraphs exists: (a) The fact that an Executive Board member is also such a director or officer, or is an employee of Declarant or has such financial interest is disclosed or known to the Executive Board prior to the authorization, approval or ratification and which is noted in the minutes thereof, and the Executive Board authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of such Executive Board member or members; or (b) The contract or transaction is made in good faith and is not unconscionable to the Association at the time it is authorized, approved or ratified Inclusion of Interested Executive Board Members in the Quorum. Any Executive Board member holding such director or officer position, having such financial interest in another corporation, firm or association may be counted in determining the presence of a quorum at a meeting of the Executive Board or a committee thereof which authorizes, approves or ratifies a contract or transaction of the type described in Section 3.14 hereof Standard of Care. In the performance of their duties, the officers and members of the Executive Board are required to exercise the care required of fiduciaries of the Lot Owners. 10 v7c

17 ARTICLE IV Officers 4.1. Designation. The principal Officers of the Association shall be the President, Vice President, Secretary, Treasurer, and optionally Member at Large, all of whom shall be elected by the Executive Board. All officers shall be Lot Owners. An officer other than the President may hold more than one office. The office of Vice President may be vacant or held by the Treasurer Election of Officers. The Officers of the Association shall be elected annually by the Executive Board at the Organizational Meeting (as defined in Section 3.7 hereof). of each new Board Removal of Officers. Upon the affirmative vote of a majority of all members of the Executive Board, any officer may be removed, either with or without cause, and a successor may be elected at any regular meeting of the Executive Board or any special meeting of the Executive Board called for that purpose President. The President shall be the chief executive officer of the Association; preside at all meetings of the Association and of the Executive Board; and have all of the general powers and duties which are incident to the office of president of a non-stock, non-profit corporation organized under the laws of Pennsylvania. The President may appoint Ad Hoc committees with a defined task from among the Lot Owners from time to time as the President may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association. The President may fulfill the role of the Treasurer in the absence of the Treasurer. The President, as attested by the Secretary, may cause to be prepared and may execute amendments to the Governing Documents on behalf of the Association, following authorization and approval of a particular amendment as applicable and subject to the limitations imposed by the Act Vice President. The Vice President shall take the place of the President and perform the duties of the President whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Executive Board shall appoint some other member of the Executive Board to act in the place of the President, on an interim basis. The Vice President shall also perform such other duties as shall from time to time be delegated or assigned him by the Executive Board or by the President Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Executive Board; have charge of such books and papers as the Executive Board may direct; maintain a register setting forth the place to which all notices to Lot Owners and holders of Eligible Mortgages on any Lots hereunder shall be delivered; and, in general, perform all the duties incident to the office of secretary of a non-stock, non-profit corporation organized under the laws of Pennsylvania. 11 v7c

18 4.7. Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data; and be responsible for the deposit of all monies in the name of the Executive Board, the Association or the Managing Agent, in such depositories as may from time to time be designated by the Executive Board; and, in general, perform all the duties incident to the office of treasurer of a non-stock, non-profit corporation organized under the laws of Pennsylvania. The Treasurer, or if he is unavailable, any delegate of the President, shall, upon request, provide any person or cause to be provided to any person entitled thereto a written statement or certification of the information required to be provided by the Association pursuant to Sections 5315(h) (regarding statement of unpaid assessments), and 5407(a) (regarding information from Lot Owners for resale of Lots), and 5407(b) (regarding information from Association for resale of Lots) of the Act. The Association may charge a reasonable fee for preparing resale certificates and statements of unpaid assessments. The amount of this fee and the time of payment shall be established by resolution of the Executive Board. The Association may refuse to furnish resale certificates and statements of unpaid assessments until the fees are paid which may be assessed as a common expense against the Lot for which the statement or certificate is issued Board Member At Large. The Board Member At Large acts as an extra representative of the community on the board without any specific responsibilities. He may take on specific tasks not assigned to other officers or may act as to assist as needed Execution of Documents. All agreements, contracts, deeds, leases, checks or other instruments of the Association for expenditures or obligations outside the approved budget and in excess of Two Hundred Fifty Dollars ($250.00) shall be executed by any two (2) officers of the Association. All such instruments for expenditures or obligations within the approved budget may be executed by any one (1) officer of the Association or by Managing Agent, if any Compensation of Officers. Any officer may receive a fee from the Association for acting as such officer, as may be set by resolution of the Lot Owners, and be reimbursed for any reasonable out-of-pocket expenses actually incurred in performing his duties. 12 v7c

19 ARTICLE V Committees 5.1. Appointment. The Executive Board may appoint from time to time such standing committees that it deems appropriate in furtherance of the best interests of the Association. In the event of any vacancies on any committee, the President may replace such a vacancy until the next regular Executive Board meeting where the new appointee may be confirmed, or as otherwise set forth herein Landscaping & Architectural Review Committee (LARC). The Board shall elect a standing LARC comprised of a minimum three (3) Lot Owners, only one of which may be an Executive Board Member. (a) Initial Plans. The LARC shall promptly review within 14 days after receipt of all pertinent documents, plans, specifications, pictures, and provide written recommendations in an advisory capacity to the Declarant for new home construction and initial landscaping, until all lots owned by Declarant are sold. These recommendations are not binding nor shall be required, by Declarant or any affiliated company of Declarant. However, such plans of Declarant, or any affiliated company of Declarant must reasonably comply with the requirements contained in the Declaration. (b) Subsequent Changes. For any material home/lot additions or modifications and/or exterior changes after initial occupancy, including but not withstanding additions of exterior lighting, landscape lighting, sidewalks, fences, patios, landscape hard-scape items, inground sprinkler systems, significant landscape changes, or any other material changes as defined by the Governing Documents, Lot Owners are required to provide pertinent documents, plans, schedules, or other materials to allow the LARC to assess the modifications conformance, harmony, and suitability within the community as per established procedures. The LARC will promptly review the change request, after all required documentation has been provided, per the Declaration, and provide a written decision stating the change is either Approved, Conditionally Approved, or Disapproved. (c) Any request Conditionally Approved under 5.2(b) above must either complete the required actions noted as the conditions of approval, modify and resubmit their plans to mitigate the exceptions, or seek an appeal under section 5.2(d) below. (d) If the applicant disagrees with the decision, the applicant shall have the right to request a meeting of the Executive Board, to be held within a reasonable time period after receipt of such request at which meeting the Executive Board may affirm, modify or overrule the LARC s decision. (e) At least three LARC members must be included in any review for a quorum to have been met. If a quorum cannot be met, the President may i) appoint other Lot Owner(s) to 13.a v7c

20 participate in that review on a temporary basis, or ii) convene the Board to provide such review for the LARC. (f) For certain significant Home Owner requested changes, the Board, with a quorum of three members and at its sole discretion, or as detailed in any Association Governing Documents, may also review such Homeowners request in addition to or in lieu of the LARC s review. 13.b v7c

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22 ARTICLE VI Compliance and Default 6.1. Non-compliance Relief. Each Lot Owner shall be governed by, and shall comply with, all of the terms of the Declaration, these Bylaws, the Rules and Regulations and the Act, as any of the same may be amended from time to time. In addition to the remedies provided in the Act and the Declaration, a default by a Lot Owner of the Governing Documents shall entitle the Association, acting through its Executive Board or through the Managing Agent, to the following relief: (a) Additional Liability. Each Lot Owner shall be liable for the expense of all maintenance, repair or replacement rendered necessary by his act or omission but only to the extent that such expense is not covered by the proceeds of insurance carried by him or herself or the Executive Board. Such liability shall include any increase in casualty insurance premiums occasioned by improper use, misuse, occupancy or abandonment of any Lot or its appurtenances. Nothing contained herein, however, shall be construed as modifying any waiver by any insurance company of its rights of subrogation. (b) Costs and Attorney s Fees. In any proceedings arising out of any alleged default by a Lot Owner, the prevailing party shall be entitled to recover the costs of such proceeding and such reasonable attorney s fees as may be determined by the court. Unless or until the alleged default is adjudicated in a recognized court of law, any related costs and Attorney fees incurred by the Association will be charged to the Lot Owner s account, incurring late charges and interest as defined in section 6.2(g). (c) No Waiver of Rights. The failure of the Association, the Executive Board or of a Lot Owner to enforce any right, provision, covenant or condition which may be granted by the Declaration, these Bylaws, the Rules and Regulations or the Act shall not constitute a waiver of the right of the Association, the Executive Board or the Lot Owner to enforce such right, provision, covenant or condition in the future. All rights, remedies and privileges granted to the Association, the Executive Board or any Lot Owner pursuant to any term, provision, covenant or condition of the Declaration, these Bylaws, the Rules and Regulations or the Act shall be deemed to be cumulative and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such other privileges as may be granted to such party by the Declaration, these Bylaws, the Rules and Regulations or the Act or at law or in equity Abating and Enjoining Violations by Lot Owners. The violation of any of the Rules and Regulations adopted by the Executive Board, the breach of any Bylaw contained herein or the breach of any provision of the Declaration or the Act shall give the Executive Board the right, in addition to any other rights, to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach. 14 v7c

23 (a) Violation Abatement. The Executive Board, at its sole discretion, or thru its Agent(s), may initiate steps to abate any violation. The following steps will be used: STEP 1 - NOTICE OF NON-COMPLIANCE. This written warning will specify the violation, date(s) of violation, remedy action needed, and possible future actions should the violation continue. The homeowner shall be given a period of no less than five (5) days and no more than thirty (30) days to correct the violation, or to appeal. The homeowner may appeal by providing a written request and rationale within ten (10) days of receipt of the notice, to the Board s Secretary. The Board may cancel, modify, or uphold the action by providing their written decision within ten (10) days of receipt of the appeal. This deliberative time by the Board will not accrue towards any elapsed time used to determine subsequent actions. If the original action is upheld, the appeal process elapsed calendar time, less the Board s deliberative time, will be considered in determining additional actions. STEP 2 - FIRST NOTICE OF FAILURE TO CORRECT VIOLATION. This written notice includes a Fifty dollars ($50) fine due to Homeowner s failure to correct the violation within the remedy period set forth in Step 1 notice or any time extension granted by the Board. This step adds a minimum of an additional ten (10) days to correct the violation from the date that this step s notice is provided, or any further time extension the Board deems appropriate. STEP 3 - SECOND NOTICE OF FAILURE TO CORRECT VIOLATION. This written notice with an additional one-hundred dollars ($100) fine will be assessed after the Step 2 remedy period or Board granted extension has elapsed without remedying the violation. This step adds a minimum of an additional ten (10) days to correct the violation from the date that this step s notice is provided, or any further time extension the Boards deems appropriate. STEP 4 - FINAL NOTICE OF FAILURE TO CORRECT VIOLATION. This written notice with an additional fine of one-hundred-fifty dollars ($150) will be assessed upon failure to correct the violation after the Step 3 remedy period or Board granted extension has elapsed without remedying the violation. After issuance of the Step 4 notice, the fine will continue to accrue at the rate of five dollars ($5) per day until the violation is corrected or until two-hundred (200) additional calendar days have elapsed. At which time, the Board, at its sole discretion, may pursue any further actions permitted by The Pennsylvania Uniform Planned Community Act or the Sterling Glen Governing Documents. (b) Any violation occurring within thirty days of any violation of a similar nature will be considered a continuation of the first violation. 15 v7c

24 (c) Fines will be owed and continue to accumulate as a lien against the property until paid or adjudicated in legal proceedings. Lien recording is at the Board s sole discretion. (d) For additional violations of the same infraction within a subsequent twelve-month period from the Step 1 issue date of the prior violation, the Executive Board at its sole discretion, or thru its Agent(s), may bypass step one in section 6.2(a) above. (e) For different violations within a subsequent twelve-month period from the Step 1 issue date for any prior violations, the Executive Board at its sole discretion, or thru its Agent(s), may bypass Step 1 in section 6.2(a) above. Also, the latter s fines will accrue independently from the original different violation. (f) The Executive Board, at is sole discretion, without Notice or Hearing, by motion or resolution, may judge any repeating offender egregious and seek any relief permitted by the Act or Governing Documents. (h) Fine amounts listed in Steps 1 through 4 may be changed with a simple majority vote of the Board, by either adopting an amendment to the Bylaws or by adopting an administrative rule. Both must be preceded by giving a written notice of no less than seven (7) days to the home owners. (g) Late Charges and Interest. Any assessment for fines not paid within five (5) business days after its due date shall accrue the same late charge and interest rate as set forth in the Declaration Section E-8 or as subsequently amended by the Governing Documents Disputes. In the event of any dispute or disagreement between any Lot Owners relating to the Association, or any interpretation or application of any provisions of the Governing Documents, the determination thereof by the Executive Board, after Notice and Hearing, shall be final and binding on each and all such Lot Owners. The Executive Board shall have the authority to seek declaratory judgement or other judicial relief. All related costs shall be shared equally by the disputants, or in the absence of disputants, by the Association as a Common Expense. 16 v7c

25 ARTICLE VII Insurance 7.1. Power of Attorney. The Association is hereby irrevocably appointed as attorneyin-fact for each Lot Owner and for each holder or insurer of a mortgage or other lien upon a Lot and for each owner of any other interest in the Property for the purpose of purchasing and maintaining insurance as set forth in Section 7.2 below including: the collection and appropriate disposition of the proceeds thereof; the negotiation of losses and execution of releases of liability; the execution of all documents; and the performance of all other acts necessary to accomplish such purpose Types and Amounts. Commencing not later than the time of the conveyance of the first Lot to a person other than the Declarant, the Association shall, to the extent reasonably available, obtain and maintain the types and amounts of insurance set forth in the Declaration. Except as otherwise provided, the premiums for all such insurance policies shall be a Common Element Expense. 17 v7c

26 ARTICLE VIII Amendments 8.1. Amendments to Bylaws. Except as otherwise provided in any one or more of these Bylaws, the Declaration or the Act, the provisions of these Bylaws may be amended by a two-thirds (2/3) vote of the Executive Board Members, following Notice and Comment to all Lot Owners, at any meeting called for such purpose. 8.2 Amendments to Declaration. The Declaration may only be amended pursuant to section J-4 of the Declaration. Additionally, if any corrective amendment is necessary in the judgment of the Executive Board pursuant to Section 5219(f) of the Act, then at any time and from time to time the Executive Board may effect such an amendment without the approval of the Lot Owners or the holders of any liens Amendments to Rules & Regulations. Except as otherwise provided in any one or more of these Bylaws, the Declaration or the Act, additions or changes to the Rules & Regulations may be adopted or amended by a two-thirds (2/3) vote of the Executive Board Members at any of its meetings. At the sole discretion of the Board, Notice and Comment may be provided to all Lot Owners to gather written input. ARTICLE IX Rights to Notice and Comment and Notice and Hearing 9.1. Right to Notice and Comment. Each Lot Owner has the right before the Executive Board adopts or amends the Bylaws, and at other times the Executive Board determines, to receive notice of the proposed action and the right to comment in writing. Notice of the proposed action shall be provided to the Lot Owners not less than seven (7) calendar days before the action is to be taken. The Right to Notice and Comment does not entitle an Owner to be heard at a formally constituted meeting. 9.2 Right to Notice and Hearing. In certain situations, to promote a fair and due process, the following actions or proposed actions by the Association shall entitle a Lot Owner to receive notice and to have a hearing before the Executive Board. These situations include but are not limited to disputes with: (a) (b) (c) LARC Findings Declaration and Rules Violations & Related Fines/Expenses Assessments General or Special Assessment Non-Payment Fines 18 v7c

27 For actions where Notice and Hearing has been given, the following process is to be followed. Written notice of the Hearing, by street mail or by electronic mail, shall be given to all Lot Owners affected by the proposed action, either defined specifically for that purpose in the Governing Documents or in any case by not less than ten (10) calendar days after the notice has been sent. At the hearing, any affected Lot Owner shall have the right to provide testimony as noted in the Notice, and according to the meetings rules included in the Notice. Such testimony shall be promptly considered by the Executive Board, either at that meeting, or in recess, prior to any action taken. ARTICLE X Indemnification The Executive Board members and the Officers of the Association shall be entitled to indemnification against their expenses and liabilities as provided in the Pennsylvania Nonprofit Corporation statutes (15 Pa. C.S.A. Section 5741, et seq.), the provisions of which are hereby incorporated by reference and made a part hereof. ARTICLE XI Miscellaneous Notices. Unless otherwise provided for herein, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given a) when delivered personally, or b) if electronically mailed, when no error is received upon sending, or c) if mailed, when sent by registered or certified mail, return receipt requested, postage prepaid except notices of changes of address which shall be deemed to have been given when received (or otherwise as the Act may permit); (i) if to a Lot Owner, at a single United States Postal Service mailing address or a single electronic mail address which the Lot Owner shall designate in writing and file with the Secretary or, if no such address is designated, at the address of the Lot of such Lot Owner; (ii) if to the Association, the Executive Board or to the Managing Agent, at the principal office of the Managing Agent or at such other address as shall be designated by notice in writing to the Lot Owners pursuant to this Section; or (iii) if to holders of security interests in the Lots who have notified the Association of such fact, by registered or certified mail to the address designated by them and provided to the Association in writing Severability. The provisions hereof shall be deemed independent and severable, and the invalidity, partial invalidity or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision or portion thereof unless the 19 v7c

28 deletion of such invalid or unenforceable provision shall destroy the uniform plan for development and operation of the project which the Declaration (including the Plats and Plans) and these Bylaws are intended to create Conflicts. The Act and the Declaration shall control in the case of any conflict between the provisions thereof and the provisions of these Bylaws. The Act, the Declaration and these Bylaws shall control in the case of any conflict between the provisions hereof and the provisions of the Rules and Regulations Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these Bylaws or the intent of any provision thereof Gender. The use of the masculine gender in these Bylaws shall be deemed to include the feminine and neuter genders and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so requires Waiver. No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches that may occur Contracts with Declarant. The term of any agreement of the Association for the Declarant, or any affiliate of the Declarant, to provide services to the Association may not exceed three (3) years, and any such agreement must provide for termination by either party, without cause, and without payment of any termination fee or other penalty, upon not more than ninety (90) days advance written notice Inspection of Books and Records. All books and records may be inspected, and copies requested, by any lot owner, or the Lot Owner s agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating the purpose of the inspection. Records may not leave the possession of the Association s Officer maintaining them. If copies are requested, the Association will provide them in a reasonable period, and may charge a flat service fee plus a per page copying charge. 20 v7c