POCONO RANCH LANDS PROPERTY OWNERS ASSOCIATION DECLARATION OF PURPOSE AND BY-LAWS

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1 POCONO RANCH LANDS PROPERTY OWNERS ASSOCIATION DECLARATION OF PURPOSE AND BY-LAWS Of the Pocono Ranch Lands Property Owners Association Bushkill, Pennsylvania Whereas, the Association desires to provide for the preservation of the values and amenities in the Pocono Ranch Lands, a private development; and to 1. Insure the present and future residential living conditions relating to health, safety, public morals, convenience, comfort and beauty on lots and lands in development of lands in Pike County, Pennsylvania, known as Pocono Ranch Lands, Section 1 through 5, and more particularly described in Plat Plans of record in the Office of the Recorder of Deeds of Pike County, Pennsylvania. 2. Regulate, inspect, administer, approve structures and plans for structures, and obtain compliance generally with the restrictions and conditions as to the use of said lots and of related facilities, including roads, bridges, rights of way and parking areas. 3. Promote the welfare, social and recreational interests of the members by providing for the administration, maintenance and management of such bodies of water, lands, trails, recreation areas, stables, ski lifts, buildings and other common facilities in connection therewith as have or may come into the control and management of the Association, for community purposes; and Whereas, the Pocono Ranch Lands Property Owners Association, to reach the aforementioned ends, has been empowered to levy and assess against the real property described in Article II hereof, together with such additions as may hereafter be made thereto and to assess the owners thereof the dues, fees, charges and liens hereinafter set forth, each and all of which is and are for the benefit of said property and each owner thereof; and Whereas, the Pocono Ranch Lands Property Owners Association has been delegated and assigned the powers of maintaining and administering the community properties and facilities, and administering and enforcing the covenants, reservations, and restrictions, and collecting and disbursing the assessments and charges as provided for in the aforesaid covenants, reservations and restrictions and as hereinafter created; and to engage in other incidental and related activities so as to carry out the general purposes herein stated; and Whereas, the Pocono Ranch Lands Property Owners Association has been incorporated under the laws of the Commonwealth of Pennsylvania as a non-profit membership corporation for the purpose of exercising the aforesaid functions. Amended October 28,

2 ARTICLE I DEFINITIONS: The following words, when used in this Declaration or any supplemental Declaration or Amendment thereto (unless the context shall prohibit) shall have the following meanings: A. ASSOCIATION shall mean Pocono Ranch Lands Property Owners Association. B. ASSOCIATION PROPERTIES shall mean and refer to all such existing properties and additions thereto, as are subject to this Declaration or any Supplemental Declaration or Amendment under the provisions of Article II hereof. C. COMMON PROPERTIES shall mean and refer to those areas of land, roads shown on any recorded subdivision plot of the properties, plus additions thereto and intended to be devoted to the common use and enjoyment of the owners of the properties. D. LOT shall mean and refer to any plot of land shown upon any recorded sub-division map of the properties other than legally combined lots with the exception of common properties as heretofore defined. E. OWNER shall mean and refer to the equitable owner (one or more persons or entities) holding any lot situated upon the properties whether such ownership be in fee simple or as land contract vendee, notwithstanding any applicable theory of mortgage and shall not mean or refer to any mortgage unless such mortgage has acquired title pursuant to foreclosure of any proceeding in lieu of foreclosure. F. MEMBER shall mean and refer to all those owners who are members of the Association as provided in Article III, Section 2 hereof. G. BOARD shall mean the Board of Directors of the Association. H. MEMBER IN GOOD STANDING a member shall be deemed to be a member in good standing providing he/she has paid his/her annual dues and assessments on all properties owned by him/her on or before the due date determined by the Board of Directors, or in compliance with a payment plan agreed upon by the Association. I. SCHEDULE A shall mean and refer to the applicable schedule of covenants and restrictions affecting properties in the development. J. MAJORITY shall mean one-half plus one of the votes present and entitled to be cast. 2

3 ARTICLE II To be compiled at a future date. (Will be listing of Property by map number as recorded in county records). MEMBERSHIP AND VOTING RIGHTS SECTION 1 ARTICLE III All property owners are required to become members of the Association as stipulated in Schedule A. This Association shall be owned and operated by the members thereof, which members shall consist of various classes with qualification rights and privileges as hereinafter set forth. SECTION 2. CLASSES OF MEMBERSHIP A. Lot Owners Member shall be any person, persons or entity who, or which, has acquired title to one or more lots in the development as above described. B. Home Owner Member shall be any person, persons or entity upon whose lot there has been constructed or erected a dwelling structure approved by the Association or its predecessor in title and function. SECTION 3. MEMBERSHIP FEES The Membership fees shall be fixed as hereinafter provided. SECTION 4. VOTING RIGHTS A. At all general meetings of the Association, each Home Owner Member and Lot Owner Member shall have one vote for each lot owned other than legally combined lots. B. Home Owner Member shall have two additional votes for an approved dwelling on one of his/her lots. C. The voting rights of each member for the ensuing year will be contingent upon being a member in good standing. SECTION 5. PRIVILEGES OF MEMBERS Members, except corporations, unincorporated associations, partnerships and religious congregations, shall have the right to use all common properties subject to the provisions set forth in this Declaration, in Schedule A, and such other rules and conditions as are established by the Board. 3

4 SECTION 6. EVIDENCE OF MEMBERSHIP Proof of membership in good standing must be available in order to use any of the recreational facilities. SECTION 7. SUSPENSION OF PRIVILEGES OF MEMBERSHIP Voting rights and use of all common properties may be suspended as provided in Section 4.C. above. SECTION 8. TRANSFER OF MEMBERSHIP A. A member shall not be privileged to resign or transfer his/her membership, so long as he continues to own or control property in the community development. B. When a member ceases to be an owner, such person s membership shall cease, but such person shall remain liable for all Association charges incurred prior to the giving of written notice to the Association that such person is no longer an owner. C. When a transfer or property is made, it is the obligation of the selling owner to advise the buying owner of his/her becoming a member by virtue of the transfer. D. Upon transfer of title to any property in the community, the parties to the transfer shall immediately notify the Association of the transfer upon such form as shall be provided by the Association. MEMBERSHIP MEETINGS SECTION 1. LOCATION ARTICLE IV All meetings of the Association shall be held in the Commonwealth of Pennsylvania. The Board shall make every effort to select a location that will be least inconvenient for the majority of the members. SECTION 2. ANNUAL MEETING A general membership meeting will be held once each year on a weekend during September or October. Time, date and location will be determined by the Board. The meeting shall be limited to five hours. 4

5 SECTION 3. SPECIAL MEETINGS Special meetings of the Association may be called by the Board at any time in the manner herein provided. A. Upon written petition of no less than ten percent of the eligible voting membership of the Association. The petition must stipulate the purpose for the meeting and no other topics will be open for discussion at this meeting. B. The President may call a meeting upon consent of a majority of the Board then in office. SECTION 4. NOTICE OF MEETINGS Written notice of the place, date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting has been called, shall be given or mailed by first class mail to each member at least fourteen days prior to such meeting. SECTION 5. QUORUM A. A quorum at an Annual Meeting shall consist of the members in good standing that are present at the beginning of the meeting. B. A quorum at a special meeting shall consist of the members in good standing that are present at the beginning of such meeting. C. A majority vote of the votes present and entitled to be cast at any meetings at which a quorum is present at its beginning shall be necessary for the adoption of any matter voted upon unless otherwise required by law or otherwise stipulated in this declaration. SECTION 6. ORDER OF BUSINESS FOR THE ANNUAL MEETING A. Minutes of previous meeting B. Reports of Officers C. Proposed Budget D. Reports of Committees E. Election of Directors F. Old or unfinished business G. New business H. Adjournment 5

6 ARTICLE V BOARD OF DIRECTORS SECTION 1. POWERS OF THE BOARD So as to manage, govern, administer and carry out the affairs and purpose of the Association as set forth in this Declaration, Certificate of Incorporation, such rules as may be promulgated from time to time and Schedule A, the Board shall have all powers permitted by law, including but not limited to the following: A. To sue or defend suit in the Association name. B. To have a corporate seal which may be altered at pleasure, and to use the same in any proper manner. C. To purchase, take, receive, lease as lessee, take by gift or bequest, or devise, or otherwise acquire and to own, hold, use and otherwise deal with any real or personal property or any interest therein, situated in or out of this State, which may be necessary and proper. D. To borrow money, enter into long term contracts, issue its notes or other evidence of debt, for money or labor done or money or property actually received, and to secure any of its obligations by mortgage, pledge security agreement or deed of trust of any of its property franchises and income. E. To purchase, take by gift or bequest or otherwise acquire and to hold shares, bonds, securities or other evidences of debt of any other person or corporation and to exercise all rights and privileges of such ownership, subject to limitations imposed by law. F. To make transfers in trust of its property and assets, make contributions and donations for the public welfare, charity, religious, scientific or educational purposes. G. The Board shall not, however, have the authority to pledge any real estate assets of the Corporation in excess of twenty-five percent of the total market value of all real estate assets at that time, as established by an independent appraiser. Commitments in excess of twenty-five percent must be approved by a majority of the members of the Association at an Association meeting. H. To elect and remove officers of the Association and define their duties; to appoint and remove agents of the Association and to define their duties. 6

7 I. To appoint a committee to determine whether the conduct of any member, his household, guests or renters have violated any Rules or By-Laws of the Association or stipulations as set forth in Schedule A, to review the decision of any such committee and, if a violation is found, to fix the penalty for such violation. J. To employ and set pay scales for employees of the Association. K. To take such actions and steps as necessary to enforce any Deed, Covenant or Restriction. L. No part of the Association funds shall be distributed to the members of the Association on dissolution of the Association. Any remaining funds shall be distributed to a regularly organized charitable or educational organization. M. To compensate directors and officers for expenses incurred in the performance of their duties. N. To promulgate rules and regulations for the conduct of the affairs of the Board and of the Association within its purposes. O. To establish, levy and assess, and collect the sums or charges referred to in Article VII, in accordance with the provisions thereof. SECTION 2. RULES AND REGULATIONS The Board shall, when necessary, adopt such rules and regulations relating to the use of Association property and facilities, and sanctions for non-compliance therewith, for the best interest and safety of the Association and its members. New and revised rules will be posted as they are approved by the Board. SECTION 3. NUMBER OF DIRECTORS The Board of Directors shall consist of not less than nine nor more than thirteen persons. Transition to the reduced number of seats on the Board of Directors will be as follows: MINIMUM MAXIMUM PRESENT JULY JULY JULY SECTION 4. QUALIFICATIONS AND RESTRICTIONS OF DIRECTORS OF THE BOARD A. Each candidate for the Board of Directors and members of the Board shall be in good standing and be at least twenty-one years of age. B. No more than one member of a household family may be a director at the same time. 7

8 C. Removal by the Board*: The Board of Directors may declare vacant the office of a Director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one year, or if, within 60 days, or, after notice of selection, a Director does not accept the office either in writing or by attending a meeting of the Board of Directors and fulfill the other requirements of qualification, or, if the Director has: 1. Failed to be or fails to maintain status as a member in good standing of the Association, or, 2. Had three or more unexcused absences from regularly scheduled Board meetings in any twelve (12) month period, or, 3. A conflict of interest, such as but not limited to, ownership in whole or in part of an entity under contract with the Association for products, services or other things of value, or, filed suit against the Association which suit is withdrawn after the expenditure of substantial funds for defense of same by the Association or its insurance carrier or results in a decision wholly in favor of the Association, or, 4. Violation of the By-Laws, or, 5. Any other conduct prejudicial to the interests of the Corporation. 6. A statement of the charges shall be sent by certified or registered mail to the last known address of the member subject to dismissal at least thirty (30) days before the final action is taken on the charges. The statement shall state the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person or submit any writing in defense of such charges before any action is taken. Removal shall be by two-thirds vote of the Board except in cases of excessive absences in which case removal may be by a majority vote. 7. Removal under sections 3, 4 and 5 shall disqualify the director from running as a candidate for or service as a director for a period of three (3) years from the date of removal. SECTION 5. ELECTION AND TERMS *Amended October 28, 2017 A. Election to the Board shall take place at the Annual Meetings of the Association. B. Votes shall be cast by ballot according to Article III, Section 4. C. One third of the Board will stand for election each year. 8

9 D. Nominations for candidates to the Board will be accepted at the August Board Meeting, which will be open to all members in good standing. The Nominee must accept the nomination at least thirty days prior to the election. E. Vacancies on the Board may be filled with a member in good standing by a majority vote of the remaining Directors and each person so appointed shall serve until a successor is duly elected by the members at the next Annual Meeting. Such successor shall serve for the unexpired portion of the seat vacated. F. Terms of office for Directors shall be three years. G. The Initial Board of Directors will be elected as follows: one-third for three years, one third for two years, and one-third for one year. SECTION 6. BOARD MEETINGS A. Meetings of the Board shall usually be on the second Saturday of each month at 1:00 PM within Pike County Pennsylvania, with the exception of the May meeting which will be held on the third Saturday of the month. B. Exceptions to usual date, time and place may be determined by a majority of the Board at its previous meeting. Written notice of such exceptions shall be mailed to each Director and Officer. C. Notice of such meeting dates, time and places shall be posted in the Clubhouse and on bulletin boards at least seven days prior to each meeting. D. Quorum A majority of the board members then in office shall constitute a quorum to transact business of the board, and the act of the majority of the directors present at any meeting shall be deemed to be the act of the board. E. Special meetings of the Board may be called by the President or a majority of the Board and shall be held at such time and place as the call or notice of the Meeting shall designate. Notice may be written or oral but must be received at least seventy-two (72) hours prior to the date set for said meeting. SECTION 7. STANDING COMMITTEES Shall include, but not be limited to the following: A. Environmental B. Finance C. Maintenance & Repairs D. Newsletter E. Planning F. Public Safety G. Recreation H. Rules and By-Laws/Legal I. Section 4 Water 9

10 SECTION 8. LIABILITY OF DIRECTORS A. Each member of the Board of Directors shall stand in a fiduciary relation to the Corporation. B. Each Director of the Corporation shall perform the duties as such Director (including the duties as member of any committee or committees), or refrain from performance of such duties, in good faith and in a manner reasonably believed to be in the Corporation s best interests. Furthermore, in performing or refraining from performing such duties, each Director shall exercise that degree of care as an individual of ordinary prudence would exercise under similar circumstances. C. In determining whether or not a Director acted or refrained from acting in good faith, that Director shall be entitled to rely on information, reports, statements and the like, including financial data, as prepared by corporate employees/officers whom the Director reasonably believes to be competent in the matter presented. Also, a Director may rely upon information, reports, data accounts and similar materials as prepared by counsel and accountants whom the Director reasonably believes to exercise professional and/or expert competence in the matter presented. Finally, a Director may rely on reports, etc. of any committee of the Board of Directors as to matters within its designated authority; provided, however, that the Director does not serve upon such a committee. D. A Director shall be deemed to act or fail to act in the absence of good faith when that Director has knowledge regarding the matter in question that would cause such Director s reliance on the information, data, reports and the like provided by others as set out above to be unwarranted. E. In determining what is or is not in the corporation s best interests, a Director may consider the following factors, including, but not limited by way of specification, to the effects of any action or failure to act upon corporate employees, upon corporate suppliers or customers, and upon communities where the corporate office is situate as well as all other pertinent factors. F. When breach of fiduciary duty, lack of good faith and self-dealing are absent, it shall be presumed that a Director s actions or a Director s failure to act shall be in the Corporation s best interests. G. A Director shall not be liable for monetary damages as such for action or actions taken or for the failure to act unless: (1) The Director has breached or failed to perform the duties as Director under the standard of care described here in above; and (2) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. 10

11 ARTICLE VI SECTION 1. OFFICERS A. Election of Officers Election of Officers shall take place at the next meeting of the Board after the Annual Membership Meeting. These officers shall be a President, a Vice President, a Secretary and a Treasurer. To qualify, an officer candidate must have served at least one year of the current term of service as a Director. To qualify as President, a candidate must have served at least one year as an officer. B. Term of Office Each officer shall serve for two years. The President shall not serve more than two (2) successive terms. C. Vacancy In the event of a vacancy in any office, the seat vacated shall be filled at the next regular meeting of the Board of Directors. The person so elected shall serve for the unexpired term of the vacated term. (amended 7/14/07) SECTION 2. DUTIES OF OFFICERS A. PRESIDENT The President shall be the chief Executive Officer. He/she shall preside at all meetings of the members and directors; he/she shall have general active management of the business and affairs of the association; he/she shall see that all orders and resolutions of the Board of Directors are carried out; he/she shall have general superintendence and direction of all other officers and see that their duties are properly performed; he/she shall submit a report of the operations of the Association for the fiscal year to the Board of Directors and members at their annual meeting and from time to time shall report to the Board of Directors all matters within his/her knowledge that may affect this Association; he/she shall be ex officio member of all committees and shall have the powers and duties and management usually vested in the office of President in a non-profit membership corporation. Without approval of the Board, the President shall have authority to spend up to the sum of $1,000 for emergency purposes only. In the event of a tie vote of the Board of Directors on any issue within the authority of the Board of Directors to determine, the President, shall have the right in such event, and in such event only, to cast a vote. The President may vote a ballot vote and must vote a roll call vote. Roll call vote is taken in alphabetical order, but the President s name is read last. B. VICE PRESIDENT The Vice President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter and shall have such other duties as may from time to time be determined by the Board of Directors. In the event that the President shall be absent at any meeting, the Vice President shall preside; and if neither is present at a meeting, the Secretary shall preside; and if the Secretary is not present the Treasurer shall preside. C. SECRETARY The Secretary shall attend all sessions of the Board of Directors and all meetings of members and act as clerk thereof; and shall record or oversee recording of all notes and minutes of all proceedings in a book to be kept for 11

12 that purpose; shall send notice of all meetings to the members of the Board of Directors and shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be the custodian of the corporate seal and all of the books and records of the Association, except as may be otherwise provided. D. TREASURER The Treasurer, under the direction of the Board of Directors, shall have charge of the funds of this Association and shall personally, or through an agent designated by the Board, deposit same in the name of this Association in depositories designated by the Board of Directors; he/she shall pay all the vouchers or orders properly attested by the President or Community Manager; and shall make a complete and accurate report of the finances of this Association at each annual meeting of the members, or at any time upon request, to the Board of Directors. The Treasurer, plus another designated officer, the Community Manager and/or a designated agent must sign all drafts in the amount of One Thousand ($1,000.00) Dollars or more. In the Treasurer s absence another designated officer shall sign all drafts over One Thousand ($1,000.00) Dollars. The Community Manager or a designated agent may be the second signature. Association drafts under One Thousand ($1,000.00) Dollars shall have one signature. If the Treasurer is unable to sign, he/she shall approve drafts under One Thousand ($1,000.00) Dollars prior to release. In the event of his/her absence the President shall release. All signers shall be bonded. CHARGES, DUES AND ASSESSMENTS SECTION 1. CHARGES AND DUES ARTICLE VII Each owner, by acceptance of a deed to a lot or lots, did covenant and agree to pay to the Association its charges and dues. Every owner shall pay to the Association for each lot owned other than legally combined lots such annual charges and dues as are approved by the Board of Directors based upon the proposed operating budget of the Association. Such charges and dues shall not be increased more than fifteen percent of the previous year charges and dues, without first having obtained the approval of the majority vote of the eligible members at the annual membership meeting or a special membership meeting called for this purpose. SECTION 2. SPECIAL ASSESSMENTS FOR CAPITAL IMPROVEMENTS In addition to the annual assessments authorized by the Board, the Association may levy a special assessment, for the purpose of defraying, in whole or part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the common properties, including the necessary fixtures and personal property related thereto. Such assessment must have the affirmative vote of two-thirds of all the eligible voting members present as defined elsewhere at the meeting at which the proposal is presented, whether regular or special. SECTION 3. 12

13 The assessments shall be paid in conjunction with the annual dues. A service charge of one and one-quarter percent per month will be added to all overdue amounts of ten (10) days after receipt of final due notice, plus late charges, all attorneys fees, collection costs and expenses of each and every nature whatsoever. AMENDMENTS ARTICLE VIII These By-Laws may be altered, amended or repealed by the affirmative vote of a majority of the eligible voting members present at the annual membership meeting or a special meeting called for the purpose. Notice of the purport of the alteration, amendment or repeal shall be stated in the Notice of the Meeting. SECTION 1. ARTICLE IX Robert Rules of Order (Revised) shall cover all matters not covered by these By-Laws. SECTION 2. The Board shall not enter into any contract on behalf of the Association in excess of $10,000 before requesting three invitational bids from reputable firms. The contract shall be awarded by the Board of Directors. In the event three such bids cannot be obtained, then, and in that event only, upon approval of two-thirds vote of the Board of Directors said bid requirement may be waived. SECTION 3. The Board shall not enter into or undertake any action which will require the expenditure of more than $40,000 on any single project or undertaking, without first having obtained the approval of such undertaking or project from the membership. In the event of an emergency situation, and in that event only, upon approval of the Board of Directors and the advice of Association counsel, the Board of Directors may expend more than $40,000. A full report shall be prepared and presented to the membership at the annual meeting. MISCELLANEOUS SECTION 1. ARTICLE X Transactions engaged upon between the Association, its officers and members of its Board of Directors, as individuals or as representatives of other corporations shall be valid and binding in the absence of fraud. 13

14 SECTION 2. Failure by the Association or any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. SECTION 3. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in case of any conflict between the Covenants and Restrictions applicable to the properties and these By-Laws, the Covenants and Restrictions shall control. SECTION 4. SEVERABILITY Invalidation of any part of these By-Laws shall not be deemed to be an invalidation of any part or all. SECTION 5. MAIL VOTES In lieu of calling a special meeting for the purpose of obtaining the approval of the membership of any expenditure, as referred to in Article IX Section 3, upon vote of threequarters of the Directors then in office, a vote upon any such expenditure may be conducted by a general mail vote of the Association submitted to the members. The vote of the majority of the ballots returned by the members shall determine the issue. SECTION 6. CONFLICT OF INTEREST To avoid any possible conflict of interest, no member of the Board of Directors nor anyone in their immediate family shall: - be employed by the Property Owners Association - bid for or otherwise apply for any contract with the Property Owners Association - conduct or be involved in any business dealings of any fashion with the Property Owners Association The exception to this provision is that Board Members or immediate family members may be employed as seasonal or part-time workers. SECTION 7. MEMBERSHIP RESPONSIBILITY* In the event that a community member should institute legal proceedings against the Association challenging the Association corporate actions unsuccessfully, then the community member shall be liable and responsible for the costs and expenses of the community incurred as a result of said unsuccessful challenge, including, but not limited to, reasonable attorney s fees. *Amended October 28,