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Page 1 of 7BY-LAWSWYNN WOOD HOMEOWNERS ASSOCIATION, INC(hereinafter referred to as "corporation")REVISION 2008ARTICLE I - OFFICESSECTION 1. REGISTERED OFFICE. The registered office shall be established andmaintained at the address of the current president, Camden, Delaware, with a mailing address of P. O. Box 488, and the current President shall be the registered agent of this corporation incharge thereof.ARTICLE II - MEETINGS OF MEMBERSSECTION 1. ANNUAL MEETINGS. Annual meetings of members for the election of Officers,and for such other business as may be stated in the notice of the meeting, shall be held at suchplace within the State of Delaware, and at such time and date as the Officers, by agreement, shalldetermine and as set forth in the notice of the meeting.SECTION 2. OTHER MEETINGS. Meetings of members for any purpose other than theelection of Officers may be held within the State of Delaware at such time and place asdetermined by the Officers and shall be stated hi the notice of the meeting.SECTION 3. VOTING. Voting members shall be property owners. Only those property ownerswhose assessment fees are paid up to date may vote. Each member household entitled to vote inaccordance with the terms of the Certificate of Incorporation and in accordance with theprovisions of these By-Laws shall be entitled to one vote, in person, or by proxy, for eachhousehold. Upon demand of any member, the vote for Officers and the vote upon any questionsbefore the meeting shall be by ballot with one vote per household. At the Annual meetingnominations for election to office will be received from the floor, hi addition anyone interested inserving as an Officer may submit his/her name for consideration. All elections for Officers shallbe decided by majority vote except as otherwise provided by the Certificate of Incorporation orthe laws of the State of Delaware.As provided in the Certificate of Incorporation, voting in this corporation shall require themajority vote of the property owners. A complete list of the members entitled to vote at theensuing election, arranged in alphabetical order, with the address of each, and the number of households held by each, shall be open to the examination of any members, for any purposegermane to the meeting, for a period of at least ten (10) days prior to the meeting, either at theaddress of the President or Vice-President, or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and place of the meeting duringthe whole time thereof, and may be inspected by any member who is present
Accepted: 18 Nov. 08, Adopted: 12 Feb. 09, Filed: 13 Feb. 09, County Doc# 141191
 
Page 2 of 7SECTION 4. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy of members holdingthirty percent (30%) ownership of the households (182) entitled to vote shall constitute a quorumat all meetings of the members. In case a quorum shall not be present at any meeting, a majorityin interest of the members entitled to adjourn the meeting from time to time, without notice otherthan announcement at the meeting, until the requisite amount of households entitled to vote shallbe present. At any such adjourned meeting at which the requisite amount of households entitledto vote shall be represented, any business may be transacted which might have been transacted atthe meeting as originally noticed; but only those members entitled to vote at the meeting asoriginally noticed shall be entitled to vote any adjournment or adjournments thereof. Proxiesshall count towards said quorum.SECTION 5. SPECIAL MEETINGS. Special meetings of the members for any purpose orpurposes may be called by the President or Secretary, or by resolution of the Officers.SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date and time of themeeting, and general nature of the business to be considered, shall be given to each memberentitled to vote thereat at his/her address as it appears on the records of the corporation not lessthan ten (10) nor more than fifty (50) days before the date of the meetings. No business otherthan that stated in the notice shall be transacted at any meeting without the unanimous consent of all the members entitled to vote thereat.SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of members, orany action which may be taken at any annual or special meeting, may be taken without consentin writing, setting forth the action so taken, shall be signed by the holders of property having notless than the minimum number of votes that would be necessary to authorize or take such actionat a meeting at which all households entitled to vote thereon were present and voted. Promptnotice of the taking of the corporate action without a meeting by less than unanimous writtenconsent shall be given to those members who have not consented in writing.ARTICLE III - OFFICERSSECTION 1. NUMBER AND TERM. The number of Officers shall be three (3) to seven (7).The Officers shall be elected at the annual meeting of the members and each Officer shall beelected to serve until his/her successor shall be elected and shall qualify.SECTION 2. RESIGNATIONS. Any Officer, member of a committee or task force advisormay resign at any time. Such resignation shall be made hi writing, and shall take effect at thetime specified therein, and if no time be specified, at the time of its receipt by the President orSecretary. The acceptance of a resignation shall not be necessary to make it effective.
Accepted: 18 Nov. 08, Adopted: 12 Feb. 09, Filed: 13 Feb. 09, County Doc# 141191
 
Page 3 of 7SECTION 3. VACANCIES. If the office of any Officer, member of a committee or other task force advisor becomes vacant, the remaining Officers, though less than a quorum by a majorityvote, may appoint any qualified person to fill such vacancy, who shall hold office for theunexpired term and until his/her successor shall be duly chosen.SECTION 4. REMOVAL. Any Officer or Officers may be removed whether for or withoutcause at any time by the affirmative vote of the household members entitled to vote, and aspecial meeting of the members called for the purpose and the vacancies thus created may befilled, at the meeting held for the purpose of removal, by the affirmative vote of a majority ininterest of the members entitled to vote.SECTION 5. INCREASE OF NUMBER. The number of Officers may be increased byamendment of these By-Laws by the affirmative vote of a majority of the Officers, though lessthan a quorum, or by the affirmative vote of a majority hi interest of the members, at the annualmeeting or at a special meeting called for that purpose, and by like vote the additional Officersmay be chosen at such meeting to hold office until the next annual election and until theirsuccessors are elected and qualify.SECTION 6. POWERS. The Officers shall exercise all of the powers of the corporation exceptsuch as are by law, or by the Certificate of Incorporation of the corporation or by these By-Lawsconferred upon or reserved to the members.SECTION 7. COMMITTEES. The Officers may, by resolution or resolutions passed by amajority of the Officers, designate one or more committees, each committee to include one ormore of the Officers of the corporation. The Officers may designate one or more Officers asalternate members of any committee, who may replace any absent or disqualified member at anymeeting of the committee. In the absence or disqualification of any member of such committeeor committees, the member or members thereof present at any meeting and not disqualified fromvoting, whether or not he/she or they constitute a quorum, may unanimously appoint anotherOfficer to act at the meeting hi the place of any such absent or disqualified member.Any such committee, to the extent provided in the resolution of the Officers, or in these By-Laws, shall have and may exercise all the powers and authority of the Officers in themanagement of the business and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no such committee shall have thepower or authority in reference to amending the Certificate of Incorporation, adopting anagreement of merger or consolidation, recommending to the members the sale, lease or exchangeof all or substantially all of the corporation's property and assets, recommending to the membersa dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of thecorporation.SECTION 8. MEETINGS. The newly elected Officers may hold their first meeting for thepurpose of organization and the transaction of business, if a quorum be present, immediately
Accepted: 18 Nov. 08, Adopted: 12 Feb. 09, Filed: 13 Feb. 09, County Doc# 141191
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