WINONA LAKES PROPERTY OWNERS ASSOCIATION
BY-LAWS
REVISED July 9, 2010
ARTICLE I — Name and Jurisdiction
Section 1.1
The name of this organization shall be
the Winona Lakes Property Owners Association.
Section 1.2
The jurisdiction of this association
shall extend only unto the lots and common
properties known as Winona Lakes. Section 1 through
20, Eastern Pocono Park, Blocks 1,2,3 and the
section known as Cakeout (Kahkout), as described in
Books and Records of the Offices of the Recorders of
Deeds in and for Monroe and Pike counties,
Pennsylvania.
Section 1.3
Definitions
1.
ASSOCIATION; Shall mean Winona Lakes
Property Owners Association (WLPOA).
2.
ASSOCIATION PROPERTIES; All real
properties owned by or under the jurisdiction of the
Association.
3.
COMMON PROPERTIES; All those real
properties as are depicted on the subdivision maps
or plots of Winona Lakes, or any other name by which
the development may have been known, which
properties are not subdivided as individual lots.
4.
LOT; Shall mean and refer to any plot
of land shown upon any recorded subdivision of the
properties with the exception of Common Properties
as heretofore defined.
5.
OWNER; Shall mean and refer to the
equitable owner (one or more persons or entities)
holding title to any lot situated within the
properties, whether such ownership be in fee simple
or as installment land sales contract vendee, not
withstanding any applicable theory of mortgage and
does not mean mortgagee, unless mortgagee has
acquired title pursuant to foreclosure or any
proceeding in lieu of foreclosure.
6.
OWNER-MEMBER; That individual who
shall be the voting member of any lot. Nothing
herein shall grant to any owner-member more than one
vote for each lot owned.
7.
BOARD; Shall mean and refer to the
Board of Directors of Winona Lakes Property Owners
Association.
8.
MEMBER IN GOOD STANDING; A member,
whether owner-member or a social member, shall be
deemed to be in good standing if said member has
timely paid all financial obligations of membership
and has, if having been not in good standing, been
declared to be in good standing by the Board in
accordance with Article IV, Section 4.3A hereof.
9.
SCHEDULE “A”; Shall mean and refer to
the covenants and restrictions affecting all owners
and properties in Winona Lakes.
10.
CO-OWNER; A person who has a legal or
equitable ownership interest in any lot, other than
a mortgagee or contract vendee, and who is not an
owner-member.
11.
SOCIAL-MEMBER; A social-member shall
be an owner of land adjacent to Winona Lakes, as
described in Article I, Section 1.2, who request to
join the Association for the purpose of using its
social and recreational amenities only. Such members
will have no voting rights and shall not be eligible
to hold any elected office in the Association.
Social-members shall pay the same financial
obligations as owners and shall be required to
adhere to association rules and regulations
ARTICLE II — Purposes and Policies
Section 2.1
The Association was formed to administer
a recreational and residential community for the
following purposes: to foster, develop and promote
the health, and safety of the members, convenience,
and general welfare of property owners at the
development, and maintenance of roadways, and common
recreational facilities at the said development.
Section 2.2
The Association was formed to regulate,
inspect, administer, and approve structure and plans
for structure, 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.
Section 2.3
The Association was formed to protect the
value of property of members of the Association; to
provide information and a forum for discussion of
programs and plans affecting the community; and to
have unlimited power to engage in and to do any
lawful business for which corporations may be
incorporated under Pennsylvania Non-profit
Corporation Law.
ARTICLE III — Offices
Section 3.1
The registered office shall be located in
the Clubhouse of Winona Lakes, located on Alpine
Drive, Middle Smithfield Township, Monroe County,
Pennsylvania, or at such other place as may be
designated by the Board of Directors.
ARTICLE IV — Membership
Section 4.1
(A)
All lots in Winona Lakes shall have only one
voting owner member and who will be a member of the
Association. The owner-member that has the voting
right will receive two (2) membership cards: one for
the voting member and one for a designated person
that resides in the same house. Their children that
reside with them will also be issued cards. No cards
can be issued to anyone who is a voting member and
is in bad standing in the association. The voting
member will also receive four (4) guest passes. All
cards will be issued or updated annually and
validated by the treasurer of the association or
his/her designated person and will be evidence of
the good standing of the member whose name appears
thereon. All cards will be considered null and void
if the status of the voting member involved changes
to “Bad Standing” or “Not in good standing.” A
member may not resign membership while owning a lot
in the development. Membership will automatically
cease when ownership of property in Winona Lakes
ceases.
(B)
A voting member in good standing, abiding by
the by-laws concerning renters may assign his/her
membership card, including the designated-member
card, to the renter to use the social facilities.
The voting owner-member must give up his/her cards
and the renters will be issued temporary cards.
There can be no more than two temporary renter adult
cards and no more than four temporary renter
children’s cards issued per property. Renters will
no be entitled to any guest passes. Renters will
have no voting rights and shall not be eligible to
hold any elected office in the Association. The
aforementioned privileges may not be used more than
twice in our fiscal year ending September 30.
(C)
Renter or Renter-member. Any renter(s) may
use the recreation facilities of WLPOA if all of the
following criteria are met:
a)
Owner-member is in good standing.
b)
Renter is properly registered with the
Association office.
c)
Have written statement from the owner-member
that he/she gives up his/her recreation rights to
the renter.
d)
Renters, their family members, guests and/or
invitees who fail to remain in strict conformity
with Governing Documents of the Association,
including but not limited to all Bylaws, Covenants,
Rules and Regulations, etc., shall be subject to
immediate revocation of all assigned WLPOA cards,
rights and or privileges.
(D)
A Social-member shall be an owner of land
adjacent to Winona Lakes, as described in Article I,
Section 1.2, who request to join the Association for
the purpose of using its social and recreational
amenities only. Such members will have no voting
rights and shall not be eligible to hold any elected
office in the Association. Social-members shall pay
the same financial obligations as owners and shall
be required to adhere to association rules and
regulations. All such memberships must be submitted
for Board approval.
Section 4.2
(A)
Any change in such dues, except for the cost
of living increases as herein provided for must be
voted and approved by the membership by majority
vote of the members voting on the issue and such a
vote thereupon shall be undertaken by mail ballots
only. The mail ballot procedure for purpose of dues
change shall be conducted by the Election Committee.
Ballots setting forth the approval or disapproval of
the change shall be mailed by the Secretary of the
Association to all members in good standing and
shall be returnable to the Association by mail at a
date to be determined by the Election Committee,
which date shall be not less than fifteen days, nor
more than thirty days from the date of notice of the
ballot. The ballots shall be opened and counted by
the Election Committee who shall report to the
President and the Board the results at the next
meeting of the Board of Directors.
(B)
The Board of Directors will impose an
increase in the dues upon any increase in the cost
of living for the preceding reporting year, as
computed and reported by the Consumer Price Index,
as said index is published by the United States
Bureau of Labor & Statistics for the region
including Middle Smithfield Township and Lehman
Township, using 1982-1984 as the base year.
(C)
Assessments, other than annual dues, shall be
imposed for a specific purpose as determined by 3/4
majority vote of the Board of Directors.
Section 4.3
(A)
An owner member who has paid all financial
obligations of membership, and who has not been
found by the Board of Directors to be in violation
of the Rules and Regulations of the Association, as
covered in these By-Laws and Winona Lakes Property
Owners Association covenants (see appendix I), shall
be considered a member in good standing. Any member
who is delinquent in the payment of any financial
obligation or membership assessed against such
member or any property owned by such member or in
which he shall have an interest shall cease to be a
member in good standing of the Association, and
shall be considered to be in violation of the Rules
and Regulations until such time that all dues and
charges against such member shall be paid and all
violations have been corrected, and approved, and
the member shall have been reinstated by the Board
at the next regular Board meeting.
(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 a written notice to
the Association that such person is no longer an
owner. When a transfer of 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. Upon transfer of title to any
property in the community, the parties to the
transfer shall immediately notify the Association of
the transfer by providing the Association a copy of
the signed and acknowledged deed by which title was
transferred. The new owner shall pay all applicable
transfer fees.
(C)
The association may enter into installment
payment agreements with members requesting so for
financial hardships. This will be done at the
discretion of the community manager in association
with the executive committee. Members on approved
payment plans will not be charged interest to the
outstanding amount but will be assessed with an
administrative fee which will be incorporated into
the payment agreement. Members on approved payment
plans will sign an agreement for this plans which
states the monthly amount, due dates and rights and
privileges of membership, and consequences should
the member fail to meet the obligations of the
agreement. Any member on an approved payment plan
who also has an outstanding amount placed with an
outside agency for collection must make consecutive
monthly payments to that organization as well in
order to take advantage of privileges afforded those
on payment plans. Owners adhering to payment plans
and any prior payment arrangements with an outside
agency have all the rights and privileges of
membership except voting on any matters put before
the membership and running for an elected position
on the Board of Directors.
Section 4.4
The Association shall issue membership
card annually to each Owner/Social member in good
standing and to the member spouse and children,
which card shall be validated by the Treasurer of
the association or his/her designee and shall be
evidence of the good standing of the member whose
name appears thereon.
Section 4.5
Section 4.6
In the event any owner is a Corporation,
Association or Partnership, the said owner shall
designate which officer, director or partner thereof
shall be and constitute the voting member. That
voting member will receive two (2) adult passes, one
for the voting member and one for his/her designated
member.
ARTICLE V — Voting Rights
Section 5.1
An Owner Member shall be entitled to one
vote for each lot owned by said member, provided all
financial obligations of membership have been paid
in accordance with the provisions of Article IV and
owner has not been found to be in violation of
covenants, by-laws and regulations of the
association.
Section 5.2
(A)
When more than one person owns such lot, the
vote shall be exercised by the Owner Member and in
no event shall more than one vote be cast per lot.
(B)
In the event the owner of a lot is a
corporation, association or partnership, the person
designated as the Owner Member as required in
Section 4.6 shall have the voting right.
Section 5.3
In any event, no owner, corporation,
association or partnership may cast more than ten
(10) votes regardless of the number of lots owned.
Section 5.4
Any changes in Owner-Membership shall be
reported in writing to Winona Lakes Property Owners
Association by November 1 of the current year so
that the Association can properly establish an
election record date. Only Owner-Members that are
recorded in the Association’s books and records as
of the election record date will be entitled to vote
if said members are in accordance with sections 5.1
through 5.3 of Article V.
ARTICLE VI — Membership Meetings
Section 6.1
The Board of Directors shall determine
the places of meetings of the members. The location
of the meeting shall be made part of the call to
each member. All such meetings shall be held on
weekend dates. The Secretary shall give notice of
such meetings to the members in the official
publication or by special written notice.
Section 6.2
There shall be at least two general
membership meetings each year to be held on the
third Saturday of August and the third Saturday of
October. The August meeting shall hereinafter be
called the Annual Budget Meeting and the October
meeting shall hereinafter be called the Annual
Election Meeting. The exact time that each
respective meeting will convene shall be determined
by the Board of Directors. In the event such
meetings cannot be held, the Board shall determine
an alternative date therefor.
Section 6.3
Special meetings of the general
membership may be called by the President at such
times as the President may deem necessary, or upon
written request of a majority of the Board of
Directors, or upon written request specifying the
reason therefore, signed at least fifteen percent
(15%) of the owner members in good standing,
delivered to the Secretary of the association. Upon
receipt, it shall be the duty of the Secretary to
immediately transmit same to the President, who
shall fix the time of the meeting, which shall be
held not less than twenty (20) or more than sixty
(60) days thereafter.
Section 6.4
Written notice of the Annual Budget
Meeting, Annual Election Meeting and of any Special
Meeting of the members stating the place, the date
and hour and the general nature of the business to
be transacted thereat, shall be given to each member
entitled to vote at such address as appears on the
books of the Association at least thirteen (13) days
before such meeting, unless a greater period of
notice is required by statute.
Section 6.5
Business transacted at any special
meetings and any adjournment thereof, shall be
confined to the business stated in the original call
of meeting.
Section 6.6
A quorum for the purpose of transacting
any business in a meeting of the members shall be at
least ten (10%) percent of the Owner Members in good
standing, subject, however, that if any meeting of
members cannot be organized because a quorum of
members entitled to vote was not in attendance, the
Board of Directors shall adjourn the meeting to such
time and place as they determine to be not less than
fourteen (14) days and not to exceed twenty-one (21)
days (minimum 2 weekends-maximum 3 weekends from the
date of the original membership meeting) at which
adjourned meeting any number of qualified members
present shall constitute a quorum and shall have the
right to transact business. Notice of such adjourned
meeting shall be sent to all members in good
standing not later than five (5) days after the
adjourned meeting date.
Section 6.7
Any notice required to be given to the
membership under these By-laws may be timely given
in the official publication, the “Winonagram”.
ARTICLE VII — Board of Directors
Section 7.1
There shall be a total of nine (9)
Directors of which a minimum of two (2) shall be
elected at the Annual Election Meeting of the
membership and shall serve in such capacity without
compensation. Their term shall commence immediately
following the meeting of the membership at which
time the Board of Directors are elected. Each
Director shall hold office until his successor is
elected or appointed as provided for in these
by-laws. Each Director shall be over the age of 21,
shall be an owner-member or spouse of an
owner-member in good standing of the Association and
shall be subject to the restrictions as per Section
9.5 of these By-Laws.
(A)
A Director must be, and at all times during
his or her term remain, a member in good standing.
Any Director who loses such standing shall be
considered as having automatically forfeited his or
her position. The vacant position will then be
filled as otherwise outlined herein.
(B)
Any Director who is deemed to have forfeited
his or her position in account of a loss of in good
standing, shall be notified by the Board in writing.
Within seven (7) days of such notice, the affected
Board Member may submit a written request to the
Board seeking an appeal of the forfeiture. Should
the affected Board Member fail to submit the
aforestated written request for appeal within the
time allotted, the forfeiture of position shall be
deemed final and absolute. Should the affected Board
Member submit a timely request for appeal, the
remaining Board Members shall convene a hearing at
the next regularly scheduled Board meeting in order
to evaluate the merits of the appeal. The affected
Board Member shall be given an opportunity to
present his or her position.
In evaluating the merits of the appeal, the
remaining Board Members shall not grant exceptions
to the automatic forfeiture provisions hereof except
in cases of real and bona fide hardship outside of
the control of the affected Board Member. The
granting of an appeal must be by a two-thirds
majority of the remaining Board Members present at
the appeal hearing. Subsequent to the notice of
forfeiture, and pending the outcome of an appeal (if
any), the affected Board Member may not vote or
participate in any Board Functions.
(C)
Any Committee Member who misses three (3)
consecutive regularly convened Committee meetings or
five (5) regularly convened Committee meetings in
any fiscal year shall be considered as having
automatically forfeited his or her position on the
Committee. Likewise, all Committee Members must be
and at all times during his or her term remain, a
Member in good standing. Any Committee Member who
loses such standing shall be considered as having
automatically forfeited his or her position. Any
forfeiture of position by a Committee Member shall
be automatic and not subject to the appeal
provisions of 7.1b above.
Section 7.2
Each Director shall serve for a term of
three (3) years. Vacancies in the Office of Director
shall be filled by the remaining members of the
Board, as soon as possible, and the person or
persons appointed as Director(s) shall serve until
the next Annual Meeting, at which time a successor(s)
shall be elected to serve the balance of the
unexpired term(s). The Board of Directors shall have
the right to appoint any qualified member of the
Association to the vacant directorship.
Section 7.3
The Board of Directors shall be vested
with the duty and obligation of determining all
matters of policy and decisions of the Association
and such other duties as set forth by these By-Laws.
Subject to the restrictions of these By-Laws, the
Board shall have these duties:
(A)
Hire a Community Manager, management company
or a sufficient number of people to adequately
perform the day-to-day operation of Winona Lakes.
The personnel that will be hired to perform such
duties, shall not be property owners, renters or
members of their families. This is set forth in
consideration of the well being of the community and
its members. The employment of property owners,
renters or members of their families may only be
considered as a temporary solution to an emergency
situation and only at the discretion of the Board of
Directors.
(B)
Set policy by which the business and affairs
of the Association shall be managed in trust for the
members.
(C)
Promulgate Rules and Regulations for the
general welfare, health and safety of the members.
(D)
Levy dues, fees, charges, assessments and
other financial obligations of membership as
authorized in the budgets, these By-Laws,
Association’s Rules and Regulations, and/or
covenants.
(E)
Adopt appropriate procedures to put into
effect the provisions of these By-Laws.
(F)
To sue or defend suit in the Association
Name.
(G)
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 or proper.
(H)
To borrow money, enter into contracts, issue
notes or other evidence of debt, for money or labor
done or money or property actually received, and to
secure any of its obligations of mortgage, pledge
security agreement or deed of Trust to any of its
property franchises and income.
(I)
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.
(J)
To determine whether the conduct of any
member, his household or guests have violated any
rules or By-Laws of the Association and if so, to
fix the penalty for such violation.
(K)
To set pay scales for employees of the
Association within budgetary limits.
(L)
To take such action and steps as are
necessary to enforce any deed covenants,
reservations or restriction, or By-Laws, Rules or
Regulations promulgated by the Association.
(M)
The Board of Directors shall elect a
President, Vice President, Secretary and Treasurer
who shall serve for one year and not serve more than
four (4) consecutive annual terms in the same
position. The Board may further elect from its
members such assistant Secretaries and/or Assistant
Treasurer for a term not to exceed one year, as it
shall deem necessary and appropriate.
(N)
Subject to any necessary approval of funds
therefore, the Board shall see that a budget is
prepared and adopt said budget at the regularly
scheduled July meeting for the ensuing fiscal year.
Said budget shall be presented to the members at the
Annual Budget Meeting in August for the ensuing
fiscal year.
(O)
To cause to be conducted an annual audit of
the Association’s financial affairs by a certified
public accountant, and to cause to be conducted at
any time it deems necessary and in the best interest
of the Association, an interim audit thereof.
(P)
The Directors shall cause an official
publication to be published by the Association not
less than four (4) times a year. The editor of the
official publication shall be selected by the Board
and said editor may be a paid employee of the
Association.
(Q)
To hear and decide appeals from members
seeking relief from any schedule of payment of
financial obligations of membership adopted by the
Board. No relief therefrom shall be granted except
in the case of real and bonafide hardship and by the
vote of two-thirds of the members of the Board then
in office.
Section 7.4
The Board of Directors shall deal with
all matters of administration through the Community
Manager. Individual Committee Chairpersons may deal
with such matters, but only with the approval of the
Board. The board shall evaluate the performance of
the community manager within the first six (6)
months of his/her employment and at least annually
thereafter.
Section 7.5
(A)
The first meeting of the Board following the
annual election, whether said meeting be a regular
or special meeting, shall be an organizational
meeting. At that meeting the Board shall:
1.
Elect officers from amongst its members.
2.
Set the calendar of regular meetings for the
coming year.
3.
Approve members of standing committees as
appointed by the President.
(B)
Regular meetings shall be held on the 3rd
Saturday of each month or an alternative weekend
date as chosen by the Board, and shall be open to
the membership at all times except as provided in
subdivision (G) of this section. In the event that
any member of the Board shall be absent from three
(3) regularly scheduled consecutive meetings or a
total of five (5) Board meetings in a year, the year
being measured from the Annual Election Meeting to
the Annual Election Meeting, by action taken at the
meeting in which such third consecutive or fifth
cumulative absence occurs, declare the office of
said absent Director to be vacant. The business to
be taken up at regular meetings, insofar as
applicable shall include the following:
1.
Quorum roll call
2.
Approval of the minutes of previous meetings
3.
Reinstatement of members
4.
Attorney’s report
5.
Treasurer’s report
6.
Manager’s report
7.
Committee reports
8.
Awarding contracts
9.
Hearing upon, adoption or amendment of
proposed changes to the Rules & Regulations or
policies on second reading
10.
Other unfinished business
11.
New business
12.
Proposed changes (additions, deletions and
modifications) to the Administrative Code, Rules and
Regulations and policies on first reading.
13.
Communication (a) written and (b) oral
petitions, hearings and comments by members
14.
Secretary’s report
15.
Miscellaneous
16.
Adjournment
(C)
Motions affecting the Rules & Regulations or
policies shall be introduced on first reading and
shall not be acted upon until the succeeding meeting
of the Board. The agenda for each regular meeting
shall be prepared and posted at the offices of the
Association prior to the date of the meeting. All
motions affecting the Rules & Regulations or
policies of the Association shall be published in
the official publication. Except for emergency
matters which may be added to the agenda at any time
with the approval of the President, the agenda for
each regular meeting of the Board of Directors shall
include only those matters of Association business
as have been submitted in writing to the President
at least twenty-one (21) days prior to the meeting.
(D)
Special meetings of the Directors shall be
called at the request of the President, the
Community Manager or 3 Directors, on at least 72
hours notice of each of the Directors. The request
and the call for a special meeting shall specify the
purpose, time and place of the meeting, and no other
business may be transacted. All special meetings of
Directors shall be on a weekend day.
(E)
In the event of an emergency, upon receipt of
any such request, the President shall forthwith give
notice of such meeting by telephone or written
notice to each Director and the Community Manager as
to such place as he/she shall have previously
designated for that purpose. Notice of at least
forty-eight (48) hours shall be given for each
emergency meeting. Emergency meetings of the Board
of Directors may be called by the President or the
Community Manger on 48 hours notice. In the event a
matter of such emergency arises that an emergency
meeting cannot timely convene, the President may
bring the issue before such members of the Board of
Directors as can be reasonably contacted by
telephone or similar communication equipment and
action on such issue may be taken based on the
results thereof. Any actions taken at such emergency
meeting or by telephonic communication shall be
brought before the Board of Directors again at the
next ensuing regular meeting thereof for their
review.
(F)
A majority of the Directors then in office
shall constitute a quorum. If less than a quorum
shall be present at any meeting of the Director,
those present shall adjourn.
(G)
Closed meetings may be held upon resolution
of a majority of Board Members present at any open
meeting of the Board and only for the following
purposes (providing that said resolution shall
specify the purpose of the closed meeting and only
those matters referred to in said resolution may be
discussed):
1.
To discuss the reputation and character,
physical condition, mental health and/or the
professional competence of an individual. The
meeting shall be opened if the individual involved
so request.
2.
To consider the removal from office,
discipline or dismissal of, or to hear complaints
brought against a director, officer, employee, staff
member or to consider the discipline of individual
members of the Association. The meeting shall be
opened if the individual involved so request.
3.
To discuss strategy with respect to
collective bargaining or litigation.
4.
To consider the purchase, exchange, lease or
value of real property, if open discussions are
believed to have a detrimental effect on the
negotiating position of the Association.
5.
Or any such other emergency matters as deemed
necessary by the majority of the Board present.
Section 7.6
A Board Member of the Association may be
removed from his office for good cause by a
two-thirds majority of the Directors then in office
at a special meeting called for that purpose not
less than fifteen (15) days nor more than thirty
(30) days after a motion to remove, which shall
include specific cause, has been made, seconded and
approved by majority of the Directors then in office
in an open meeting of the Board. The Board may
adjourn to closed session to consider the motion and
examine the evidence relating to cause, provided
that the vote on the motion to remove shall be made
by roll call and recorded in open meeting. The Board
may suspend the authority of a Director pending
resolution of the motion to remove said Director
from office.
Section 7.6a
A Board
Member of the Board of Directors of the Association
may be removed from his/her office, with or without
cause, by a majority vote of the Owner Members in
good standing of the Winona Lakes Property Owners
Association. In order for a Board Member or Board
Members to be removed by a majority vote of the
Owner Members in good standing, a petition to remove
a Board Member or Board Members must be signed by at
least (15%) percent of the Owner Members in good
standing and must be submitted to the Board of
Directors at a regularly scheduled meeting. Upon
receipt of a petition, the Association Secretary
shall transmit to the President the petition who
shall then deliver to the Association Solicitor the
petition along with a list of members in good
standing. The Association Solicitor shall verify and
qualify all signatures. The Association Solicitor
shall present to the Board at the next regular
meeting, the petition along with a recommendation to
either ratify or reject the petition. Should the
petition be recommended for ratification by the
Association Solicitor, the Board shall ratify the
petition at that meeting.
Upon any proper
ratification of any petition, the Board shall within
7 days, send to all Owner Members in good standing a
ballot to remove the Director or Directors. The
ballot shall be mailed with a return addressed
envelope of the Association Auditor for that fiscal
year. All ballots must be received within 30 days of
the date of mailing and shall remain in the
possession of the Association Auditor at all times
to be counted and tabulated on the first business
day following the 30 day voting period. Should the
30 day period end on a Sunday or a legal holiday,
the voting Owner Member will have until the close of
the next business day for the ballot to be received.
Should any Director
or Directors be removed, within 7 days the
Association Auditor shall send a notice to all Owner
Members in good standing notifying the membership of
the vacancy or vacancies. For a period of 21 days
from the vacancy notice mailing date, any Owner
Member in good standing may, in person submit an
approved application along with an optional
biography of 250 words or less for the vacant
position at the Association Office during regularly
scheduled hours of operation. At the end of the
application period, the Community Manager shall mail
to all Owner Members in good standing a ballot with
the names of the eligible candidates along with
their uncensored biographies if submitted by the
candidate. The return ballots shall be mailed back
in the official addressed envelope to the
Association Auditors. All ballots must be received
within 30 days of the date of mailing and shall
remain in the possession of the Association Auditor
at all times to be counted and tabulated on the
first business day following the 30 day voting
period. Should the 30 day period end on a Sunday or
legal holiday, the voting member will have until the
close of the next business day for the ballot to be
received. Should the Board of Directors be removed
in its entirety, the Association Solicitor and the
Community Manager shall administer the affairs of
the Association and have full financial signature
authority until such time as a new Board of
Directors can be seated following a mail ballot
election with ballots cast by Owner Members in good
standing and overseen by the Association Solicitor
and Community Manager.
ARTICLE VIII — Officers
Section 8.1
The officers of the Association shall be
a President, Vice President, Secretary and
Treasurer, all of whom shall be members in good
standing, to be elected for a one (1) year term by
the Board of Directors from its membership at the
first Board meeting after the annual meeting of the
membership. These officers shall serve without
salary. Any officer may attest all bonds and
mortgages and all contracts of the Association.
Section 8.2
An officer of the Association may be
removed from his office for good cause by a
two-thirds majority of the directors then in office
at a special meeting called for that purpose not
less than fifteen (15) days nor more than thirty
(30) days after a motion to remove, which shall
include specific cause, has been made, seconded and
approved by a majority of the Directors then in
office in an open meeting of the Board. The Board
may adjourn to closed session to consider the motion
and examine the evidence relating to cause, provided
that the vote on the motion to remove shall be made
by roll call and recorded in open meeting. The Board
may suspend the authority of an officer and assign
his duties to another officer of the Association
pending resolution of the motion to remove said
officer from office.
Section 8.3
The President shall be Chief Executive
Officer of the Association; preside at all the
meetings of the Board and the members; see that all
orders and resolutions of the Board of Directors are
carried out. The President shall with approval by
the Board execute all bonds and mortgages and all
contracts of this Associations and affix the
Corporate seal thereto. The President shall
generally coordinate the activities of all other
officers of this Association and see that duties are
properly performed; appoint all committee members,
subject to the approval of the Board, and be a
member of all committees; and report to the Board
all matters within his/her knowledge that may affect
this Association.
Section 8.4
The Vice-President shall, in the absence
of the President, perform the duties and exercise
the powers of the President, and shall perform such
other duties as the Board may prescribe or the
President may delegate.
Section 8.5
The Secretary shall attend all meetings
of the Board and all meetings of members and act as
a clerk thereof, and record all votes and minutes of
all proceedings to be kept for that purpose, in a
permanent file, cause to be sent notices of all
meetings to the members and/or Board, and perform
such other duties as may be prescribed by the Board
or the President. The Secretary shall be the
official custodian of the Association’s records and
Corporate Seal.
Section 8.6
The Treasurer, under the direction of the
Board, shall oversee the handling and disbursements
of the funds of the Association, shall keep full and
accurate accounts of receipts and disbursements and
books belonging to this Association, all monies and
valuable things in depositories designated by the
Board. The Treasurer shall be qualified to be and
shall appropriately bonded at the expense of the
Association.
Section 8.7
Any disbursements of the funds of the
Association shall, provided that same shall be only
on proper voucher, be signed by two of the four
signatories which are The President, the
Vice-President, the Treasurer and/or the Community
Manager.
Section 8.8
The Board may require any officer or
employee to be bonded in such amount as the Board
may deem requisite, at the expense of the
Association.
Section 8.9
No member shall hold more than one (1)
elected office at a time.
Section 8.10
In the event that a director is subject
to the provisions of Article IX, Section 9.5a, b, c
or d, such director shall resign or shall be subject
to removal by the Board upon investigation and
submission of findings by ethics committee.
Section 8.11
Vacancies in the positions of officers
shall be filled by the Board as soon as possible and
the person(s) appointed to the vacant position(s)
shall serve until the next Annual Election meeting.
ARTICLE IX — Election Procedures
Section 9.1
(A)
The election committee, composed of not less
than five (5), no more than seven (7), all of whom
shall be Owner-Members of this Association in good
standing, shall present to the Board of Directors,
at the regularly scheduled Board meeting in July by
12:00 (noon) Eastern Daylight Savings Time, a list
of eligible candidates for positions to be filed by
the election at the Annual Election Meeting.
Additional nominations may be made by petition
signed by ten (10) members in good standing who have
the consent of the candidate, provided said petition
shall be filed with the Chairperson of the Election
Committee not later than the date of the regularly
scheduled Board meeting in August by 12:00 (noon)
Eastern Daylight Savings Time. No member shall sign
a number of petitions greater than the number of
candidates to be elected at the next Annual Election
Meeting. All candidates must utilize the official
Winona Lakes Property Owners Association filing form
and personally sign the form in the presence of the
Community Manager or his designee. No member of the
Election Committee nor member of their immediate
family shall be a candidate for election. Immediate
family is defined as spouse, child, sibling or
parent.
(B)
In the event there are more board seat
openings than applications or petitions received and
the length of term on the board is the same for the
available seats, the Board of Directors may
determine that an elections will not be held and the
application/petitions that have been received shall
be appointed as board members at the Reorganization
meeting in October.
Section 9.2
Ballots containing names of the
candidates shall be mailed by the Secretary of the
Association of his/her designee to all members in
good standing at least thirteen (13) days before the
election meeting. Members shall indicate their
choices and return their ballots to the Election
Committee in an envelope provided. The ballots may
be mailed or delivered in person at the Election
Meeting.
Section 9.3
Ballots shall be opened and counted at
the Annual Election Meeting. The results of the
balloting shall be declared at the Annual Election
Meeting and certified by the Secretary of the
Association or his/her designee.
Section 9.4
The term of office shall commence
immediately following the Annual Election Meeting
and end at the Adjournment of the Annual Election
Meeting in the year in which the term expires.
Section 9.5
Not withstanding the preceding
provisions, no nominations for directors and no
petitions for the same will be considered if the
proposed nominee is:
(A)
An active supplier of goods or services to
the Association, an employee of such supplier, or
(B)
A person convicted of a felony in any court
in the United States or
(C)
Has not been an Owner Member in good standing
for the entire preceding year, or
(D)
The proposed nominee has conflict of
interest. The Board shall determine all cases of
conflict of interest after investigation and
submission of findings by the Ethics Committee.
Section 9.6
If for any reason an election cannot be
conducted at the Annual Meeting, or if conducted,
the results thereof cannot be certified, the Board
shall have the right to conduct the annual election
at such later date and time as it shall set,
provided, however, that in so doing it shall attempt
to comply with the scheduling provisions and all
other terms of this Article.
ARTICLE X — Committees
Section 10.1
The standing committees of the
Association shall be the following:
(A)
Executive, consisting of the President and
two (2) Board members
(B)
Management
(C)
Ethics
(D)
Architectural, Land Use and Planning
(E)
Election
(F)
Recreation
(G)
Maintenance
(H)
Finance, Auditing and Planning
(I)
Winonagram (Official Publication)
(J)
Such other committees as the President or the
Board may from time to time establish. All
committees will elect their own chairperson and
secretary.
(K)
The Treasurer shall be a member of the
Finance/Audit and Planning Committee. The Community
Manager shall be a member of the Management,
Architectural, Recreation and Maintenance
Committees.
(L)
All committees with the exception of the
Executive and Recreation Committees shall be limited
to a maximum of seven (7) members.
(M)
The President shall appoint the committee
members subject to the approval of the Board of
Directors.
ARTICLE XI — Capital Improvements and Acquisitions
Section 11.1
Notwithstanding any other provisions
contained herein, the board may make financial
expenditures, other than for routine and emergency
maintenance matters, not accounted for in the
budget, exceeding $40,000 only with the approval of
three-fourths (3/4) majority of the Directors at a
regularly scheduled meeting of the Board of
Directors.
ARTICLE XII — Damage to Property
Section 12.1
When property of the Association is
damaged by a member or his guest, tenant, or family,
such damages will be repaired immediately by the
Association, and the member shall be billed for
immediate reimbursement to the Association, and for
such other amounts in accordance with fines approve
by the Board.
Section 12.2
No parking is permitted on any WLPOA road
or right of way. During the winter season, from
November 1 through March 31, any vehicle parked on
WLPOA roads or right of way shall be towed at the
owner’s expense. The name and phone number of the
towing company shall be posted in the WLPOA
Clubhouse. At all other times a warning sticker will
be placed on the vehicle. Should there be a second
offense(s) the vehicle will be towed, with all
charges and expenses being paid by the vehicle’s
owner.
(A)
Any vehicle not having a current registration
or inspection sticker will be considered a stored
vehicle subject to removal. Antique vehicles must
have proper certification.
ARTICLE XIII — Seal
Section 13.1
This association shall have a seal which
shall be inscribed with the name of the association,
the year of its organization, and the words,
“Corporate Seal, Pennsylvania.”
ARTICLE XIV — Amendments
Section 14.1
Amendments to these by-laws may be
proposed by the Board or at least fifteen (15%)
percent of the Owner Members in good standing. Any
such proposed amendment and a ballot providing for
the approval or disapproval of said amendment shall
be mailed together with a return envelope to each
member in good standing. Any proposed amendment
receiving the affirmative vote of more than fifty
(50%) percent of the owner members in good standing
voting thereon within thirty (30) days of the
mailing of the ballot therefor shall be deemed
adopted.
ARTICLE XV — Community Manager
Section 15.1
The affairs of the association shall be
administered by a Community Manager, and such
personnel as may be, from time to time, authorized
by the Board of Directors. The Manager shall be
responsible to the Board of Directors for the
management of the affairs of the Association, the
maintenance of its property, and the execution of
the policies and decisions of its property, and the
execution of the policies and decisions of the Board
of Directors. The Manager shall not be a Director.
Section 15.2
The Manager shall be appointed by the
Board of Directors and serve at the direction of the
Board. A motion to remove the Manager may be made,
seconded and carried by two-thirds of the members of
the Board then in office.
ARTICLE XVI — Ombudsman
Section 16.1
An Ombudsman shall be elected at the
annual meeting and shall serve a one (1) year term.
The nomination of candidates for the office of
Ombudsman shall be in accordance with provisions of
Article IX of these By-Laws.
(A)
The Ombudsman shall be subject to the same
eligibility requirements of a Board Member and as
such, shall be subject to the automatic forfeiture
and appeal provisions of Article VII.
Section 16.2
The Ombudsman shall investigate
complaints by members involving delays, injustices
and infringements of the by-laws, and the Rules and
Regulations of the Association, by the officers or
Board Members and shall submit written findings to
the Board for evaluation and appropriate action.
Section 16.3
The Ombudsman shall have free and
uncensored access to the Winonagram for the purpose
of publishing findings on complaints and
investigations.
ARTICLE XVII — Architectural Approval of
Construction
Section 17.1
No building or structure shall be erected
upon any lot or lots at Winona Lakes without first
obtaining all required permits from any applicable
public body or governmental unit and Winona Lakes
Property Owners Association; Architectural, Land Use
Committee and Planning Committee as to the location,
elevation, plan and design of the proposed
improvement.
Section 17.2
An owner member who plans to construct a
residence or any other improvements upon a lot or
lots at Winona Lakes shall apply to Architectural,
Land Use and Planning Committee for approval of the
plans for said construction prior to the
commencement of any work on said lot or lots.
Section 17.3
All application for approval of
construction shall be submitted on application forms
approved by the Land Use/Architectural Committee and
shall be accompanied by construction plans, a
deposit agreement and the monetary deposit required
by the Board of Directors of the Association, in
order to secure the adequate clean-up of the lot
after the completion of construction and the
building permit fee.
Section 17.4
All construction shall be in accordance
with applicable Building Regulations as may be
adopted and approved by the Board of Directors of
the Association from time to time.
Section 17.5
All construction must be completed within
twelve (12) months from the date of issuance of
WLPOA building permit, or a new permit must be
obtained from WLPOA Community Manager and payment of
applicable fees.
Section 17.6
The Architectural Committee shall approve
or disapprove all permit applications within 30 days
of submission.
ARTICLE XVIII — Miscellaneous
Section 18.1
Dues Notices shall be submitted to the
membership not later than thirty (30) days prior to
the beginning of the fiscal year therefor. Said
notices shall include the lot, block and section
number, the member’s name and permanent address, the
amount due for the current ensuing fiscal year and
all unpaid prior balances. All such amounts shall be
due and payable in full within thirty (30) days from
the due date thereof, except as otherwise provided
by the Board. Interest at the rate of one and
one-hold (1½%) percent per month shall be added to
the amount due the Association for all payments
received after the due date. In the event full
payment has not been received, the Association shall
employ all appropriate methods for securing
collections of the same, including, but not limited
to the filing of suits and the seizure and/or sale
of the delinquent member’s real and/or personal
property. In the event any such proceedings are
brought, there shall be added to the amount due the
Association’s reasonable costs of collection,
including court costs and attorney’s fees.
Section 18.2
Conduct of Meeting. All meetings of the
membership shall be conducted in accordance with
Robert’s Rules of Order (as currently revised).
Section 18.3
Conflict of Interest.
(A)
No contract or other transaction between the
association and one of its Directors, Officers or
Employees, or between the association and any other
corporation, firm or business entity of any type or
kind in which one or more of the Association’s
Directors, Officers or Employees are interested,
shall be void or voidable solely by reason of the
common interest (or solely because the Directors,
Officers or Employees are present at the meeting of
the Board at which time the contract or transaction
is approved or solely because the Directors’ votes
are counted for the purpose) if the contract is fair
and reasonable as to the Association at the time it
is authorized, approved or ratified and either.
1.
The fact of the interest is disclosed or
known to the Board and the Board authorizes,
approves or ratifies the contract or transaction by
unanimous written consent, provided at least a
majority of Directors so consenting are
disinterested, or by affirmative vote of a majority
of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or
2.
The fact of the common interest is disclosed
or known to the members of the Association and they
authorize, approve or ratify the contract or
transaction.
(B)
Common or interested Directors may be counted
in determining the presence of a quorum at a Board
meeting at which a contract or transaction described
in this subsection A aforesaid of this Section is
authorized, approved or ratified.
Section 18.4
Liability of Directors, Ombudsman and
Committee Members.
(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 a Director acted or
refrained from acting in good faith, the 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 the
reports, etc., of any committee or the Board of
Directors as to matters within its designated
authority, provided, however, that the Director does
not serve upon such 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 in 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 or
any action or failure to act upon corporate
employees, upon corporate suppliers or customers,
and upon communities where the appropriate office is
situate, as well as 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 best interests of the
Corporation.
(G)
A Director shall not be eligible 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 herein above; and
2.
The breach or failure to perform constitutes
self dealing, willful misconduct or recklessness.
(H)
In so far as applicable, Section 18.4B
through G will also include the Ombudsman and
Committee members appointed by the President and
approved by the Board.
WINONA LAKES
SCHEDULE “A”
Under and subject to the following covenants,
easements, reservations, charges and conditions,
which are part of a general development scheme of
the land referred to herein, and shall run with and
bind the land to be conveyed hereunder.
1)
The premises hereby conveyed shall be used
for private, single family residential purposes
only. Private garages in harmony with main buildings
may be erected.
2)
No building, structure or fences shall be
erected upon the premises hereby conveyed without
first obtaining the approval, in writing, of the
grantor, as to location, elevation, plan and design.
A structure or construction must be completed within
twelve months after same is started.
3)
Any building erected on the premises shall be
subject to all governmental regulations relative to
construction, in addition to the covenants,
easements, reservations, charges and conditions
herein contained.
4)
No building shall be erected on any lot
within twenty-five feet of any road, nor within
fifteen feet of the side or rear lines of said lot,
except in the case of corner lots, whereon no
building shall be erected within twenty-five feet of
the side road. In the event of a conflict of the
provisions of this paragraph with any local
subdivisions or zoning ordinances, such ordinances,
such ordinances shall control.
5)
Water supply and sewage disposal systems must
conform to all applicable health and building codes.
Installations of said systems shall be performed
simultaneously with the construction of a residence
on the lot.
6)
Grantor reserves the right to grant easements
for utilities over, under and across a ten foot
strip along the boundary lines of the premises
hereby conveyed.
7)
Grantor grants and conveys to grantee the
right of ingress, egress and regress to and from
grantor's lot and upon that portion of grantor's
land shown as streets on the recorded map of the
land of which the premises hereby-conveyed are a
part; provided, however, that such use shall be
subject to the following;
8)
Grantor's right to convey the ownership, or
the control of said streets to the property owners'
association, with reservations, or to dedicate said
streets to public use, but no dedication to public
use is intended to be made by this instrument.
9)
No animals shall be kept on any lot other
than commonly accepted domestic pets.
10)
No signs of any type shall be erected or
maintained on the premises. The grantee agrees to
remove any signs within five days after notice from
the grantor, and in the event same are not removed
within five days, the grantor reserves the right to
enter onto the premises hereby conveyed, for the
purpose of removing such signs, and the grantee
agrees to pay the reasonable cost of Said removal.
11)
The grantee by acceptance of this instrument,
and fulfillment of his obligations hereunder, will
become a voting member of the Winona Lakes Property
Owners' Association, with the right to participate
in its proceedings and decisions, and agrees to
comply with its by-laws, charges and dues.
12)
All garbage, trash and rubbish shall be kept
in sanitary containers at all times, and promptly
removed. No unlicensed motor vehicles or farm
implements, and no junk, building materials, or
other items that would tend to degrade the Winona
Lakes Development, shall be kept on the premises.
The grantee agrees to remove any such items within
five days after notice from the grantor, and in the
event same are not removed within five days, the
grantor reserves the right to enter onto the
premises hereby conveyed, for the purpose of
removing any said items, and the grantee agrees to
pay the reasonable cost of said removal.
13)
No tent, trailer, mobile home or temporary
type of structure of any kind shall be placed or
used upon any part of the premises hereby conveyed,
at any times. The grantee agrees to remove any such
tent, trailer, mobile home or temporary structure,
within five days after such notice from the grantor,
and in the event same are not removed within five
days, the grantor reserves the right to enter onto
the premises hereby conveyed, for the purpose of
removing any said objects, and the grantee agrees to
pay the reasonable cost of said removal.
14)
Firing of guns of any kind is prohibited at
all times on the premises hereby conveyed, and on
the premises of which this lot is a part, except in
areas specifically reserved for that purpose.
15)
The grantee is hereby granted the privilege
of boating, bathing, fishing and ice skating in and
on the waterways on the premises of which this lot
is a part of the privilege of using the playgrounds
and public areas shown on the filed maps of Winona
Lakes. None of the foregoing privileges shall be
engage in for any commercial purpose whatsoever, and
no boats powered by internal combustion engines
shall be used on the waterways. The grantees of
waterfront lots are hereby granted the privilege of
erecting and maintaining a dock into the waterways,
adjourning each such waterfront lot, subject to
having first obtained written approval of the
grantor as to design, size, location and
specifications of said dock, and thereafter the said
dock shall be maintained in attractive manner. The
grantee agrees to remove any nonconforming dock or
similar structure within fifteen days after notice
from the grantor, and in the event same are not
removed, the grantor reserves the right to enter
onto the premises hereby conveyed, for the purpose
of removing said dock or structure, and the grantee
agrees to pay reasonable cost of said removal. The
grantor reserves the right to convey the ownership
or control of said waterways and/or playgrounds and
public areas to the property owners' association,
with reservations.
16)
Failure to enforce promptly any of the above
provisions shall not be deemed a waiver of the right
to do so thereafter, and the invalidation of any of
the above provisions by decision of any competent
Court shall in no way affect any of the other
provisions, which shall remain in full force and
effect.
17)
The provisions of this instrument shall bind
the grantor and the grantee and their respective
successors, heirs, executors, administrators and
assigns.
18)
Seller grants to the Purchaser a minimum
grace period of 60 days after the due date of any
payment before the purchaser may be declared in
default and at least 14 days before the expiration
of such grace period the Seller shall notify the
Purchaser in writing by certified or registered mail
of the amount then due under the contract and the
exact expiration date of said grace period and the
Purchaser shall not be deemed in default in the
payment of any installment due under the contract
unless and until such notice shall have been given.
19)
The use of ATV's on Winona Lakes roadways is
strictly prohibited.
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Bylaws