QUECHEE LAKES LANDOWNERS' ASSOCIATION, INC. BY-LAWS. Incorporated under the Laws of Vermont as a Non-Profit Association

Transcription

1 QUECHEE LAKES LANDOWNERS' ASSOCIATION, INC. BY-LAWS Incorporated under the Laws of Vermont as a Non-Profit Association Original By-Laws: February 19, 1970 Amended and Restated:, 2007 QUECHEE, VERMONT

2 ARTICLE I Table of Contents General Provisions, Definitions PAGE Section 1.01 Definitions 1 Section 1.02 Fiscal Year; Membership Year 3 ARTICLE II Organization Section 2.01 Name 3 Section 2.02 Use of Name 3 Section 2.03 Principal Office 3 Section 2.04 Purposes 4 Section 2.05 Corporate Seal 4 ARTICLE III Membership Section 3.01 Membership 5 Section 3.02 Duration, Termination and Suspension 5 ARTICLE IV Assessments Section 4.01 Establishment of Assessments and Fees 7 Section 4.02 Collection of Assessments and Fees 8 Section 4.03 Waiver of Regular and Special Assessments 8 Section 4.04 Contiguous Lots 8 ARTICLE V Meetings of the Association Section 5.01 Annual Meeting 9 Section 5.02 Special Meetings 10 Section 5.03 Place of Meetings 10 Section 5.04 Notice of Meetings 10 Section 5.05 Record Date; Roster 11 Section 5.06 Quorum 12 Section 5.07 Conduct of Meetings 12 Section 5.08 Voting - Generally 12 Section 5.09 Voting - Proxies 12 Section 5.10 Voting - Processes 13 Section 5.11 Adjournment of Meetings 14 ARTICLE VI Board of Trustees Section 6.01 Management 14 Section 6.02 Nomination of Trustees 15

3 Section 6.03 Election and Term of Office 15 Section 6.04 Vacancies 16 Section 6.05 Resignation and Removal 16 Section 6.06 Meetings of the Board 17 Section 6.07 Notice of Meetings 19 Section 6.08 Waiver of Notice 19 Section 6.09 Quorum 20 Section 6.10 Action by Written Consent 20 Section 6.11 Powers and Duties 20 Section 6.12 Limitations 21 Section 6.13 Conflict of Interest 22 Section 6.14 Compensation 22 ARTICLE VII Officers Section 7.01 Number of Officers 23 Section 7.02 Election and Term of Officers 23 Section 7.03 Resignation and Removal from Office 23 Section 7.04 President 24 Section 7.05 Vice Presidents 24 Section 7.06 Treasurer 24 Section 7.07 Secretary 25 Section 7.08 General Manager 25 Section 7.09 Agreements, Contracts, Deeds, Leases, Checks, And Instruments 26 Section 7.10 Compensation 26 Section 7.11 Conflict of Interest 26 ARTICLE VIII Committees Section 8.01 Executive Committee 27 Section 8.02 Non-Board Committees 28 Section 8.03 Governance Committees - Generally 29 Section 8.04 Governance Committees - Finance & Audit Committee 29 Section 8.05 Governance Committees - Community Affairs Committee 30 Section 8.06 Governance Committees - Nominating Committee 30 Section 8.07 Governance Committees - Strategic Planning Committee 31 Section 8.08 Operating Committees - Generally 31 Section 8.09 Conflict of Interest 33 ARTICLE IX Review Board Section 9.01 Organization 33 Section 9.02 Duties 34

4 Section 9.03 No Liability 34 Section 9.04 Development Standards 34 Section 9.05 Powers of the Review Board 36 Section 9.06 Conflict of Interest 36 ARTICLE X Grievance Board Section Organization 36 Section Duties 37 Section Resolution of Grievances 38 Section Conflict of Interest 39 ARTICLE XI Indemnification Section Section Power to Indemnify in Actions, Suits or Proceedings other than Those by or the Right of the Association 39 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Association 40 Section Authorization of Indemnification 40 Section Good Faith Defined 41 Section Indemnification by a Court 41 Section Expenses Payable in Advance 41 Section Non-exclusivity of Indemnification and Advancement of Expenses 41 Section Insurance 42 Section Meaning of Association 42 Section Survival of Indemnification and Advancement of Expenses 42 ARTICLE XII Miscellaneous Provisions Section Timesharing 42 Section Parliamentary Rules 43 Section Conflicts 43 Section Open Meetings 43 Section Financial Data: Publication 43 Section Books and Records 43 Section Notices in General 44 ARTICLE XIII Amendment Section Generally 44 Bylaws - Page 1

5 QUECHEE LAKES LANDOWNERS ASSOCIATION, INC. BY-LAWS ARTICLE I GENERAL PROVISIONS, DEFINITIONS Section Definitions. (a) The following words and terms when used in these Bylaws (unless the context shall clearly indicate otherwise) shall have the following meanings: Active Member - An individual named as a record title holder of a Lot, Cluster Home or Condominium Apartment, or an individual designated by the record title holder to have the benefits of an Active Member. To be eligible to be designated as an Active Member, the following rules apply: (i) (ii) (iii) If the record holder is a for-profit corporation or a partnership or limited liability company, the designated individual must either (A) own at least one-third interest in the corporation, partnership or limited liaiblity company or (B) if no one owns as much as one-third, be the owner of the largest interest in the entity. If the record holder is a non-profit corporation, the designated individual must be a principal officer of the corporation. The valid and legal existence of the record title holder and the interest of the designated individual shall be verified as required from time-to-time. If the record holder is a trust, the designated individual must be named by the Trustee and may be either the grantor or any beneficiary of the Trust. If the record holder is either an individual or any form of co-tenancy, may designate the individual designated must be a parent, child, or grandparent, who had previously been a record owner and member in good standing. Each designation shall be in writing, be filed with the Association, and contain such additional information as may be required by the Association from time-to-time. However, a party holding a property interest merely as security for the payment of a debt or performance of an obligation shall not be an Active Member. If duly designated on forms provided annually by the Association, a Co-Member and all unmarried children of the Active Member or Co-Member who are under the age of 23 years shall have all the rights, benefits and obligations of the Active Member, except that such individuals shall have no voting rights or obligation. Bylaws - Page 2