By-laws of the Interlaken Homeowners Association
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- Article I Name And Location
- Article II Definitions
- Article III Meeting Of Members
- Article IV Board Of Directors
- Article V Nomination And Election Of Directors
- Article VI Meetings Of Directors
- Article VII Powers & Duties Of The Board
- Article VIII Use Of Facilities
- Article IX Officers
- Article X Committees
- Article XI Books And Records
- Article XII Assessments
- Article XIII Insurance
- Article XIV Amendments
- Article XV Selling Of Homes
- Article XVI Finances
- Article XVII General Provisions
These amended by-laws made this day of 2010 by Interlaken Homeowners Association, a New York Not-For-Profit Corporation, shall modify the original By Laws recorded in the Saratoga County Clerk’s Office, 18 December 1985, Book 1106 of Deeds at page 332.
Article I Name and Location
The name of the corporation is Interlaken Homeowner’s Association, Inc., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at [ RD #1 Union Avenue,] 75 Sarazen Street, Saratoga Springs, New York, 12866 but meetings of members and directors may be held at such places as may be designated by the Board of Directors.
Article II Definitions
Section 1 “Association”
shall mean and refer to Interlaken Homeowner’s Association, Inc., its successors and assigns.
Section 2 “Properties”
shall mean and refer to that certain real property described in the Declaration of Covenants,[ Conditions] and Restrictions, 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 the Association for the common use and enjoyment of the owners.
Section 4 “Lot”
shall be any plot of land upon which the filed map of the properties shows that a dwelling unit is to be built. The final description of each “lot” shall be the metes and bounds description by which said lot is actually conveyed to an owner. There shall be 125 Lots in the development (e.g., a triplex structure consists of three Lots).
Section 5 “Owner”
shall mean and refer to the record Owner(s), whether one or more persons, including the spouse of such record Owner, of a fee simple title to any Lot and the Dwelling Unit thereon which is a part of the Properties, lind shall also include residents of a Dwelling Unit where the fee simple title to the Lot and the Dwelling Unit thereon is held in a revocable or irrevocable trust by a trustee or trustees, individual or corporate, including themselves, solely for tax, investment or other purposes, but excluding those residents who rent a Lot and Dwelling Unit from an Owner, and those having such interest merely as security for the performance of an obligation.
Section 6 “Board”
shall mean and refer to the Board of “Directors of the Association.
Section 7 “Declaration”
shall and mean and refer to the Declaration of covenants,[ Conditions] and Restrictions applicable to the Properties recorded in the Office of the Saratoga County Clerk.
Section 8 “Member”
shall mean and refer to those persons entitled to membership as provided in Article II Section 1 of the Declaration.
Section 9 “Dwelling Unit”
shall mean any residential structure or portion of a structure on the properties and designed, designated and intended for use and occupancy as a residence by a single family.
Section 10 “Gender Neutral Language”
Whenever the masculine singular form of the pronoun is used in this Declaration of Covenants and Restrictions, it shall be construed to mean masculine, feminine or neuter, singular or plural whenever the context so requires.
Article III Meetings of Members
Section 1 Annual Meetings
The date of each annual meeting of the Members shall be set by the Board and shall be held during the month of June. The annual meeting shall not be held on a legal or religious holiday.
Section 2 Special Meetings
Special meetings of the Members may be called at any time by the President of the Board, or by a majority of the Board members, or upon written request of twenty five (25%) percent of the Members (32 Members) entitled to vote.
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 regular or electronic mailing or such other method of written communication that may be developed not less than fifteen (15) or more than thirty (30) days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association, or furnished by such Member to the Association for the purpose of receiving notices. Such notice shall specify the place, day, time and purpose of the meeting.
Section 4 Quorum
The quorum required at a meeting called for any purpose described herein shall be 60% (75 votes) of the total number of votes entitled to be cast by all the Members. If the required quorum is not attained at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting.
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 expire upon conveyance by the Member of his Lot and Dwelling Unit.
Article IV Board of Directors
Section 1 Number and Term
The number of Directors which shall constitute the whole Board shall be an odd number not less than three (3), nor more than seven (7). Directors shall serve for a term of two (2) years, must be Members of the Association and be at least twenty one (21) years of age.
Section 2 Removal
Any Director may be removed from the Board, with cause, by a majority vote (63 votes) of the Members voting in person or by proxy at a meeting called for such purpose. The quorum for such meeting shall be in accordance with Article III, Section 4 hereof. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 3 Compensation
No Director shall receive compensation for any service rendered to the Association. However, any Director may be reimbursed for actual expenses incurred in the performance of his duties.
Section 4 Action Taken Without a Meeting
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written, including electronic, majority approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Article V Nomination & Election of Directors
Section 1 Nomination
Nomination for election of Directors to the Board 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 a Chairperson, who shall be a Member of the Board, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board prior to each annual meeting and shall serve until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not more than seven (7) or fewer than three (3). Such nominations shall be made from among Members.
Section 2 Election
Election to the Board shall be by secret written ballot. At such election the Members or their proxies shall cast 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 VI Meetings of Directors
Section 1 First Meeting
The first meeting of the newly elected Board shall be held following upon adjournment of the meeting at which they were elected or as soon thereafter as may be practical, provided a quorum shall then be present.
Section 2 Regular Meeting
Regularly scheduled meetings of the Board may be held without special notice.
Section 3 Special Meetings
Special meetings of the Board may be called by the President on two (2) days notice to each Director personally, by mail, e-mail, facsimile, texting, telephone, or any other electronic form of communication. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) Directors.
Section 4 Board Quorum and Voting
At all meetings of the Board, a majority of Directors shall constitute a quorum for the transaction of business, and an act of a majority of Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Declaration or by these By-Laws. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 5 Waiver of Notice
Before or at any meeting of the Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him at the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 6 Recusal
Directors shall recuse themselves from any votes of the Board which pertain specifically to such Director’s Lot(s) or Dwelling Unit(s) or alleged violation of the Rules and Regulations.
Article VII Powers and Duties of the Board
Section 1 Powers
(A) The property and business of the Association shall be managed by its Board, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute, Declaration, the Certificate of Incorporation or these ByLaws, directed or required to be exercised or done by the Members personally. These powers shall specifically include, but not be limited to, the following:
1) To determine and levy annual and special assessments payable in advance to cover the cost of operating and maintaining the Common Area.
2) To collect, use, and expend the assessments collected to maintain, care for and preserve the Common Area.
3) To make repairs, restore, or alter any of the Common Area after damage or destruction by fire or other casualty or as a result of condemnation or eminent domain proceedings.
4) To purchase, restore and/or repair a Lot and Dwelling Unit where the Dwelling Unit has been destroyed or substantially damaged by fire or other casualty and the Board concludes that lack of action by the Owner to make repairs or to restore the Dwelling represents abandonment of such Lot and Dwelling Unit. In connection with any such purchase, restoration and/or repair of a damaged Lot and Dwelling Unit, the Board may retain such professional assistance as it deems appropriate.
5) To open and maintain bank accounts on behalf of the Association and to designate the signatories to such bank accounts.
6) To insure and keep insured the Common Area in accordance with Article XIII of these By-Laws.
7) To collect delinquent assessment(s) by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members for violations of the Rules and Regulations herein referred to.
8) To make reasonable Rules and Regulations and to amend same from time to time. Such Rules and Regulations shall not be more restrictive than the provisions of the Declaration and these By-Laws. Rules and Regulations and amendments thereto shall be binding upon the Members when the Board has approved them in writing and delivered a copy of such Rules and Regulations and all amendments to each Member. Such Rules and Regulations may include reasonable limitations on the use of Common Area by guests of Members, as well as reasonable fees for such use.
9) To designate and set aside portions of the Common Area for collection and reception of mail, as a central disposal and collection site for trash and other refuse, as storage areas for supplies, tools and equipment for the maintenance and upkeep of the Common Area and for any other purpose in the best interest of the Association.
10) To employ workmen, lifeguards, janitors, and gardeners, and to purchase supplies and equipment axd enter into contracts, including contracts with a management company.
11) To bring or defend actions by or against any Member which are pertinent to the operation of the Association.
12) To pay and to charge back to the Owners any real property taxes which may be levied upon the Common Area.
(B) The Board may establish one or more committees, each of such committees to consist of at least three (3) Members. Each committee shall report and make recommendations to the Board. Such committees shall have names as may be determined from time to time by the Board. Committees established by the Board shall keep regular minutes of their proceedings and shall report the same to the Board as requested.
Section 2 Duties
It shall be the duty of the Board 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 at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by twenty five (25%) percent or thirty-two (32) Members who are entitled to vote.
(B) Supervise all officers, agents and employees of the Association and see that their duties are properly performed.
(C) As more fully provided in the Declaration, to:
1) fix the amount of the annual assessment for each Lot thirty (30) days prior to the commencement of the fiscal year of the Association; and
2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period;
3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to pay the same.
(D) Issue, or to cause an appropriate officer to issue, upon demand by any person, a document setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of such document. If the document states an assessment has been paid, that shall be conclusive evidence of such payment;
(E) Procure and maintain adequate liability and hazard insurance covering the Common Area and other 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 to be maintained.
Section 3 Annual Statement
The Board shall furnish to all Members and present at the annual meeting the fiscal year-end fmancial report of the Association. The report shall be prepared by an independent certified public accountant and shall include all statements and schedules in compliance with generally accepted principles (GAAP) and with Statements on Standards for Accounting and Review Services issues by the American Institute of Certified Public Accountants. The report shall be prepared on at least the basis of a Review engagement. Such a report shall also be prepared and presented when called for by a vote of the Members at any special meeting of the Members.
Section 4 Fidelity Bonds
The Board may require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums for such bonds shall be an expense of the Association.
Section 5 Management Agent
The Board may employ a management agent under a term contract, or otherwise, at a compensation agreed to by the Board, to perform such duties and services as the Board shall authorize, including but not limited to all of the delegable duties of the Board listed in this Article. All management contracts shall provide that the books and records of the Association shall be returned upon demand.
Article VIII Use of Facilities
Section 1 Tenants’ Use
The Common Area shall be limited to the use of the Members in good standing and their guests.
In the event that a Member shall lease or permit another to occupy his Dwelling Unit, the lessee or occupant may, at the option of the Member be granted the privileges of the Member with respect to the use of facilities only, in lieu of the Member, and be subject to the same restrictions and limitations as said Member. Any Member, lessee or occupant entitled to the use of the Association facilities may extend such privileges to Members of his family residing or visiting his Dwelling Unit.
Article IX Officers
Section 1 Elective Officers
The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer. The President and Vice President shall be Members of the Board but the Secretary and Treasurer and such other officers as in the judgment of the Board may be appointed need not be Members of the Board. Two or more offices may not be held by the same person.
Section 2 Election
The Board, at its first meeting after the annual meeting of the Members, shall elect a President, Vice President, Secretary and Treasurer.
Section 3 Term
The officers shall hold office for the term to which they are elected and appointed until their successors are chosen and qualify in their stead. Any officers elected or appointed by the Board may be removed from office, with cause, at any time by the affirmative vote of a majority of the whole Board. If an office becomes vacant for any reason, the vacancy shall be filled by the Board.
Section 4 The President
The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and the Board; shall be an ex-officio Member of all standing committees, shall have the general and active management of the business of the Association, shall see that all orders and resolutions of the Board are carried into effect, and shall have such other powers and duties as are usually vested in the office of the President of a corporation organized under the Not-For-Profit Corporation Law of the State of New York.
Section 5 The Vice President
The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act and shall have such other powers and duties as are usually vested in the office of the Vice President of a corporation organized under the Not-for-Profit Corporation Law of the State of New York.
Section 6 The Secretary
The Secretary and/or Assistant Secretary shall attend all meetings of the Board and all meetings of the Association and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Association and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision he shall be.
Section 7 The Treasurer
The Treasurer shall have the custody of the Associations funds and securities and shall keep full and accurate chronological accounts of receipts and disbursements in books belonging to the Association, including the vouchers for such disbursements, and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board.
He shall disburse the funds of the Association as may be ordered by the Board, making proper vouchers for such disbursements and shall render to the President and Directors at the regular meetings of the Board or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Association, including balance sheet, profit and loss statement including budget and aging of Member account.
He shall keep detailed fmancial records and books of the accounts of the Association, including a separate account for each Member, which among other things, shall contain the amount of each assessment, the date when due, the amounts paid thereon and the balance remaining unpaid if any.
Section 8 Agreements and Instruments
All agreements and other instruments shall be executed by the President or such other person(s) as may be designated by the Board.
Article X Committees
The Board shall appoint an Architectural Standards Committee (“ASC”), as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board shall appoint such other committees as deemed appropriate in carrying out its purposes.
Article XI Books and Records
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
Article XII Assessments
As more fully provided in the Declaration, each Member is obligated to pay to the Association, annual and special assessments, which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent.
If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency, the Board may apply interest from the date of the delinquency at the then Internal Revenue Service prevailing rate and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of such assessment.
No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Dwelling Unit and Lot.
Article XIII Insurance
The Board shall:
(1) Purchase and maintain public liability insurance to the extent obtainable, covering the Association and each Member of the Board.
(2) Purchase and maintain Directors and Officers Liability, including Not for Profit Executive Protection and Employment Practices Liability Insurance covering the Association and each Member of the Board.
(3) To the extent obtainable, the Board shall also be required to obtain: (a) Fire Insurance with extended coverage, water damage, vandalism and malicious mischief, insuring the facilities on the Common Area in an amount equal to their full replacement values and (b) Workers Compensation Insurance. All insurance premiums and any other necessary insurance shall be paid for by the Association.
Article XIV Amendments
These By-Laws may be amended by not less than sixty (60%) percent or seventy- five (75) Members voting in person or by proxy at a meeting duly called for such purpose, written notice of which shall be sent all Members not less than fifteen (15) or more than thirty (30) days in advance of such meeting, setting forth the purpose of the meeting. The quorum required at such meeting shall be sixty-six (66%) percent or eighty- three (83 votes) of the total number of votes entitled to be cast by all the Members. All proposed amendments shall be made available to the Members with the Notice of the Meeting. Following approval, the amendment shall properly recorded.
Article XV Selling of Homes
Any Lot and Dwelling Unit may be conveyed or leased by a Member free of any restrictions, except that no Member shall convey, mortgage, pledge, hypothecate, sell or lease his Lot and Dwelling Unit unless or until all unpaid Association expenses assessed against the Lot and Dwelling Unit shall have been paid as directed by the Board. Such unpaid Association expenses, however, may be paid out of the proceeds of the sale of a Lot and Dwelling Unit, or by the Grantee of such Lot and Dwelling Unit.
Article XVI Finances
Section 1 Accounts
There shall be established and maintained two accounts to be known as: “Operating Account” and the “Reserve Account,” and such other accounts as the Board shall deem necessary to carry out its purposes.
Section 2 Accounting Procedures
All record keeping will be carried out in accordance with GAAP (General Accepted Accounting Principles) and with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.
Section 3 Annual Budget; Unplanned Projects
The Annual Budget shall itemize all budgeted projects planned for the coming fiscal year and shall be approved by the Board. Following such approval, a copy of the Annual Budget shall be furnished to all Members by regular or electronic means.
Any unplanned project in excess of $25,000, other than an emergency as determined by the Board, shall be presented and discussed at a Special Meeting of the Members. Such unplanned project in excess of $25,000 shall be subject to approval by not less than fifty-one (51%) percent or sixty-three (63) votes of those Members voting in person or by proxy at such Meeting duly called for that purpose, written notice of which shall be sent to all Members not less than fifteen (15) or more than thirty (30) days in advance of the Meeting, which notice shall comply with Article III, Section 3 of the Association’s By-Laws. The quorum required at such Meeting shall be sixty (60%) percent or seventy-five (75) votes of the total number of votes entitled to be cast by all the Members.
Section 4 Reports to Board and Members
The Treasurer shall provide the Board and Members with monthly financial reports for the Operating and Reserve Fund accounts which shall include:
a) Limited Balance Sheet showing key asset and liability accounts for the most recent month ended with appropriate notes;
b) Profit & Loss Statement for the month and year-to-date most recently ended compared to budget with variances with appropriate notes.
A full and complete set of financial statements for the Operating and Reserve Funds, including all Balance Sheet, Income & Expense accounts, and an Aging Report for all Member accounts receivables, will be provided by the Treasurer upon request, written or electronic, by a Member.
Article XVII General Provisions
Section 1 Fiscal Year
The fiscal year of the Association shall be fixed by resolution of the Board.
Section 2 Seal
The Association seal shall have inscribed thereon the name of the Association and the year of its incorporation under the laws of the State of New York. The seal may be used by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced.
Section 3 Construction
In the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
Section 4 Severability
Should any of the covenants, terms or provisions herein imposed be void or become unenforceable at law or in equity, the remaining provisions of these By-Laws shall, nevertheless, be and remain in full force and effect.
Section 5 Procedural Issues
The Board may, in connection with procedural issues, refer to Robert’s Rules of Order.
In witness whereof, I, being the President of the Board of Directors of the Interlaken Homeowners Association, Inc., have hereunto set my hand this 11th day of April, 2011.