BY-LAWS OF THE WOODED RIDGE TOWNHOUSE ASSOCIATION, INC.

Transcription

1 BY-LAWS OF THE WOODED RIDGE TOWNHOUSE ASSOCIATION, INC. ARTICLE I NAME AND LOCATION Section 1. Name. The name of the corporation is THE WOODED RIDGE TOWNHOUSE ASSOCIATION, INC., hereinafter referred to as the Association. Section 2. Location. The principle office and mailing address of the corporation shall be located at Wooded Ridge, P. O. Box 642, Columbia, Maryland 21045, but meetings of members and directors may be held at such places within the State of Maryland as may be designated by the Board of Directors. ARTICLE II DEFINITIONS Section 1. Association shall mean and refer to THE WOODED RIDGE TOWNHOUSE ASSOCIATION, INC., its successors and assigns. Section 2. Properties shall mean and refer to that certain real property described in the Declaration of Covenant, Restrictions and Easement and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. Common Area shall mean all real property owned by, or to be conveyed to, the Association for the common use and enjoyment of the Members of the Association, and shown as Lots E-1 and E-2 on the Plat entitled Village of Long Reach, Section 1, Area 2, Lots E-1 thru E-122, a Re-subdivision of Parcel E dated July 1976, and recorded as Plat No on January 21, 1977, among the Land Records of Howard County, Maryland in Folio , a copy of which is attached hereto and made a part hereof as Exhibit A (excluding portions of the Properties dedicated or to be dedicated for use by the general public). Section 4. Lot shall mean and refer to any plot of land intended and subdivided for residential use shown upon any recorded subdivision map of the properties with the exception of the common areas. Section 5. Owner shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. Member shall mean and refer to every person or entity who holds membership in the Association as provided for in Article III of the Declaration of Covenants, Restrictions and Easements. Section 7. Declarant shall mean and refer to WOODED RIDGE ASSOCIATES, its successors and assigns if such successors or assigns would acquire more than one undeveloped Lot from the Declarant for the purpose of development. Section 8. Declaration shall mean and refer to the Declaration of Covenants, Restrictions and Easements, applicable to the Properties, recorded or to be recorded among the Land Records of Howard County Maryland. Page 1 of 9

2 Section 9. CPRA Declaration shall mean and refer to the Deed, Agreement and Declaration of Covenants, Easements, Charges and Liens made the 13 th day of December 1966 by and between the Columbia Park and Recreation Association, Inc., and C. Aileen Ames, and recorded among the Land Records of Howard County Maryland at Liber 463, Page 158. Section 10. Long Reach Village Covenants shall mean and refer to the Deed, Agreement and Declaration made the 15 th day of May 1970 by and between The Howard Research and Development Corporation, and Vera H. Campbell and The Columbia Park and Recreation Association, Inc., and recorded among the Land Records of Howard County Maryland at Liber 532, Page 181. ARTICLE III MEMBERSHIP AND VOTING RIGHTS Section 1. Membership. Every person or entity who is a record owner of fee simple title to or an undivided fee simple interest in any Lot subject to the Declaration, shall be a Member of and subject to assessment by the Association. The foregoing does not include any person or entity having such record interest merely as security for the performance of an obligation by another. In addition, Declarant shall be a Member with voting rights as hereinafter set forth. Ownership of a Lot is the sole qualification for membership in the Association. Section 2. Voting Rights. Membership shall consist of all Owners or any other person or entity that acquires title to all or a substantial portion of the Properties for the purpose of developing thereon a residential community. Each lot owned shall be entitled to one vote. When more than one person holds such interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot. Section 3. Suspension. The Membership rights of any person whose interest in the Properties is subject to assessments, whether or not he be personally obligated to pay such assessments, will be suspended by action of the Board of Directors during the period the assessments remain unpaid; but, upon payment of such assessments, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the common properties and facilities, and the personal conduct of any person thereon, the Directors may, at their discretion, suspend the rights of any such person for violation of such rules and regulations for a period not to exceed ninety days. ARTICLE IV PROPERTY RIGHTS AND OWNERS EASEMENT OF ENJOYMENT Section 1. Owner s Easement of Enjoyment. Every owner shall have a right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions: a. The right of the Association, in accordance with its Articles and these By-Laws, to borrow money for the purpose of improving the Common Area and, in aid thereof, to mortgage said property and, the rights of such mortgagee in said property shall be subordinate to the rights of the Owners hereunder and to such covenants, conditions, restrictions, reservation, liens and charges as are provided for in the CPRA Declaration and the Long Reach Village Covenants. b. The right of the Association to take such steps as are reasonably necessary to protect the above-described properties against foreclosure. c. The right of the Association, in accordance with its Articles and these By-Laws, to suspend the voting rights and the easement of enjoyment of any Owner for a period during which any assessment against said Owner s Lot remains unpaid, and for a period not to exceed sixty days for any infraction of its published rules and regulations. Page 2 of 9

3 d. The right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Area, and to limit from time to time the number of guests that any Member may allow to use the Common Area or any recreational facility that might become situated on the Common Area. e. The right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority, or utility for such purpose and subject to such conditions as may be agreed to by Members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by two-thirds of the Members had been recorded, and unless written notice of the proposed action is sent to every Member not less than thirty days nor more than sixty days in advance of any action taken. f. The right of the Declarant and the Association to grant and reserve easements and rights-ofway through, under, over and across the Common Area, for the installation, maintenance and inspection of lines and appurtenances for public or private water, sewer drainage, fuel oil and other utilities. Section 2. Delegation of Use. Any Owner may delegate, in accordance with these By-laws, his right of enjoyment to the Common Area and facilities to the members of his family, his tenants, or contract purchasers who reside on the property. ARTICLE V MEETING OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held the same month of each year thereafter, at the hour of 8:00 p.m. Section 2. Special Meetings. Special meetings of the Association may be called at any time by the President or a majority of the Board Members, or upon receipt by the Secretary of a petition signed by one-tenth of the Association membership. Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen days before such meeting to each Member entitled to vote thereat, addressed the Members address last appearing on the books of the Association, or supplied by such Member of the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at the meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot. Page 3 of 9

4 ARTICLE VI BOARD OF DIRECTORS; SELECTION, TERM OF OFFICE Section 1. Number. As of and after the first annual meeting of the Association wherein this clause is enacted, the affairs of the Association shall be managed by a Board of five (5) directors who must be Members of the Association. Section 2. Term of Office. Board members shall be elected for two years. So that all terms will not expire in the same year, at, and only at, the election in November 1988, two members shall be elected initially to one-year terms and three members to two-year terms. Section 3. Removal. Any director may be removed from the Board with cause by a majority vote of the Members of the Association. In the event of death, resignation or removal of the director, his successor shall be elected by a majority of the remaining members of the Board and shall serve until the next annual meeting. Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of all of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTICLE VII NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of two Members of the Board and three Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members. Members of the Committee shall elect their own Chairperson. Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VIII MEETING OF DIRECTORS Section 1. Regular Meetings. Regular meeting of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a Sunday or a legal holiday, then that meeting shall be held at the same time on the next day which is not a Sunday or a legal holiday. Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or any two directors, after not less than three (3) days notice to each director. Page 4 of 9

5 Section 3. Quorum. A majority of the number of active, remaining directors shall constitute a quorum for transaction of business. Every act or decision done or made by a majority of the directors present as a duly held meeting at which a quorum is present shall be regarded as the act of the Board. ARTICLE IX POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: a. Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the Members and their guests therein, and to establish penalties for the infraction thereof; b. Suspend the voting rights and right to use the recreational facilities of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty days, for infraction of published rules and regulation; c. Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of the By-Laws, the Articles of Incorporation, or the Declaration; d. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three consecutive regular meetings of the Board of Directors; and e. Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. Section 2. Duties. It shall be duty of the Board of Directors to: a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members quarterly from the Board of Directors including reports from all officers and standing committee chairpersons. This shall include the annual meeting or at any special meeting when such statement is requested in writing by one-fourth of the members who are entitled to vote; b. Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed; c. As more fully provided in the Declaration to: 1. Fix the amount of the annual assessment against each Lot at least thirty days in advance of each annual assessment period; 2. Send written notice of each assessment to every owner subject thereto at least fifteen days in advance of each annual assessment period; and 3. Foreclose the lien against any property for which assessments are not paid within sixty days after the due date or to bring an action at law against the Owner personally obligated to pay the same. d. Issue or cause the treasurer to issue upon demand by a homeowner or person with a bona fide interest a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made the Board of the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; e. Procure and maintain adequate liability and hazard insurance on property owned by the Association; f. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; g. Cause the Common Area and all other properties owned by the Association to be preserved and maintained in accordance with the provisions of the Declaration; h. The Board shall cause a sum of at least $2,000 to be set aside annually in an escrowed account (an interest bearing account with yield to be reinvested in the fund) exclusive of the Association s checking account. This fund s use will be limited to the restoration or repair of common capital durable assets. This fund cannot be encumbered for the satisfaction of any Page 5 of 9

6 recurring annual expense, nor can it be used for improvements to land or fixtures. Thirty days prior to voting on the expenditure of monies from this fund, the entire Association membership shall be notified by mail of the intended use of the fund. A Special Meeting of the Association membership shall be held within the prescribed time frame, and following said meeting, the Board shall render its final decision concerning the use of the fund. i. The Board shall form a committee not to exceed three members that shall audit the community financial records at the end of each fiscal year. The committee shall contain at least two serving Board members; however, in no event shall either the President or Treasurer sit on such committee. The committee shall issue a report to the Board of Directors in March as to the correctness of the Association s financial reports for the preceding fiscal year, the members of the Association to be notified in writing of the findings with the next assessment billing. Said committee shall be empowered to act on behalf of the Board and the community in any actions of recovery of law resulting from their audit of the financial records. One copy of the committee report shall be filed with the Secretary of the Board and one copy shall be attached to the audited records. The records of the preceding year shall not be closed nor shall the preceding year s duties and responsibilities of the President and the Treasurer be discharged until such time as the audit committee has certified the accuracy of the community financial records. A special audit will be performed by said committee if for any reason either the office of the President or Treasurer becomes vacant or changes hands prior to the expiration of the fiscal year. ARTICLE X COMMITTEES Section 1. The Board of Directors shall appoint a Nomination Committee and such other committees as may be deemed appropriate in carrying out the purpose of the Association. Section 2. It shall be the duty of the Board to receive complaints on any matter involving Association functions, duties and activities within its scope or responsibility. The following procedure shall be followed by the Board in disposing of such grievances: a. All grievances shall be submitted in writing; b. Submission of said grievance shall be made to any one of the following: a Board Member, an officer of the Board, or a row representative; c. Upon receipt of a grievance, it shall be turned over to the Secretary to record and to copy and distribute said grievance to each sitting Board Member; d. The grievance shall be considered at a regularly scheduled Board meeting held not more than 31 days after it has been received by the Secretary; e. The Board shall make a written response to the homeowner within 15 days of the Board meeting at which the grievance was discussed; f. If the Member is dissatisfied with the Board s response, he may call the Board President to schedule a discussion of the grievance at the next regularly scheduled Board meeting; g. If the Member continues to be dissatisfied with the action taken by the Board on the grievance, he has the right to request a Special Meeting under the provisions of Article V, Section 2. Fiftyone percent (51%) of the Association s membership concurring with the grievant shall cause the Board s decision to be overturned and further cause the proposed remedy to be enacted to the extent permissible under the governing documents of the Association. Page 6 of 9

7 ARTICLE XI OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers. The officers of the Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary and treasurer, and a sergeant at arms for annual and special meetings, and such other officers as the Board may from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Section 3. Terms. The officers of the Association shall be elected annually by the Board and each shall hold office for one year unless he shall sooner resign, or shall be removed or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine. Section 5. Resignation and Removal. Any officer may be removed from office with cause by the Board. The member(s) preferring changes must provide written notice to the entire Board specifying the cause for removal thirty (30) days prior to the vote on removal. Any officer may resign at any time by giving notice to the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Vacancies. A vacancy in any office may be filled by appointment of a majority of the Board. The officer appointed to such a vacancy shall serve until the next annual election. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: a. President: The president shall preside at all regular and special Board and Association meetings; sign all mortgages, deeds, leases, contracts, and other written instruments of the corporation; co-sign all checks and promissory notes; represent the community before all governing and regulatory agencies; and be responsible for the enforcement and execution of all orders and resolutions of the Board. b. Vice-President: The vice-president shall act in the place and stead of the president in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board. c. Secretary: The secretary shall record the minutes of all meetings and proceedings of the Board and of the Association; maintain the rental of the Association post office box, maintain the office supplies as necessary to conduct Board and Association operations, and perform other related duties as required by the Board. d. Treasurer: The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; and shall prepare a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy to each of the Members. Page 7 of 9

8 ARTICLE XII ASSESSMENTS Section 1. Creation of the Lien and Personal Obligation of Assessments. Each owner of any lot by hereafter accepting a deed thereof, whether or not it shall be expressed in such deed, shall be deemed to covenant and agree to pay the Association: a. Annual assessments or charges, and b. Special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest and collection costs (including reasonable attorney s fees), shall be a charge on the land and shall be continuing lien upon the Lot against which each such assessment is made. Each such assessment, together with interest and costs of collection (including reasonable attorney s fees) shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety and welfare of the residents in the properties and for the improvement and maintenance of properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area, including but not limited to, snow clearance, the payment of taxes and insurance, the repair, replacement and additions to the Common Area, and for the cost of labor, equipment, management and supervision thereof. Section 3. Maximum Annual Assessment. a. The maximum annual assessment may be increased effective November 1 of each year not more than five percent (5%) above the maximum assessment for the previous year without a vote of the membership. b. The maximum annual assessment may be increased effective November 1 of each year above five percent (5%) by a vote of two-thirds of the Members who are voting in person or by proxy at a meeting duly called for this purpose. c. The Board of Directors may fix the annual assessment at an amount not in excess of the maximum. Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related thereto; provided that any such assessments shall have the assent of two-thirds of the votes called for this purpose. Section 5. Notice and Quorum for Any Action Authorized Under Section 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Sections 3 and 4 of this Article shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of the Members shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be half of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. Section 6. Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis. Page 8 of 9

9 Section 7. Date of Commencement of Annual Assessments Due Dates. The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance of Common Area to the Association. The first annual assessment shall be prorated according to the number of months remaining in the calendar year and shall be charge and lien due and payable for the year of the assessment at the time of transfer of ownership. The Board of Directors shall fix the amount of the annual assessment against such Lots at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand in writing, and for a reasonable charge, furnish a certificate signed by an officer of the Association, properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as of the date of its issuance. Section 8. Effect of Nonpayment of Assessments Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall be subject to a late charge of $10 per assessment period. The Association may bring any action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property and interest and costs (including reasonable attorney s fees) of any such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot. Section 9. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage or deed of trust and the assessment lien provided for in the CPRA Declaration. Sale or transfer of any Lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments, transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof. Section 10. Exempt Property. The following properties subject to this Declaration shall be exempted from the assessments, charges and liens created therein: a. All properties dedicated to and accepted by a governmental body, agency or authority and devoted to public use; and b. All Common Area as defined in Article II, Section 3 hereof. Any provision of these by-laws to the contrary notwithstanding (except the provisions of Sections 1 and 6 of the Article), no land or improvements devoted to dwelling use shall be exempt from said assessments, charges or liens. ARTICLE XIII AMENDMENTS Section 1. These by-laws may be amended, at a regular or special meeting of the Members, by a vote of majority of a quorum of Members present in person or by proxy. Section 2. In the case of a conflict between the Articles of Incorporation and these by-laws, the Articles shall control; and in the case of any conflict between the Declaration and these by-laws, the Declaration shall control. ARTICLE XIV Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of November and end on the thirty-first day of October of every year. Section 2. Notice. Any notice required to be given to a Member or Owner under the provisions of these bylaws shall be deemed to have been properly given when mailed, postpaid, to the last known address of the person who appears as a Member or Owner on the records of the Association at the time of each mailing. Page 9 of 9