BY-LAWS OF THE COMMUNITY OF BELTZVILLE LAKE ESTATES,
INC.
ARTICLE I Back to the Top
PURPOSE
Community of Beltzville Lake Estates, Inc. hereafter
referred to as the “Community” or “Corporation”
a Pennsylvania, non-profit corporation, is formed to maintain and
advance the social and civic interests of the property owners at Pocono
Beltzville Lake Estates and Beltzville Lake Estates in Towamensing
and Penn Forest Townships, Carbon County, Pennsylvania.
ARTICLE II Back to the Top
MEMBERSHIP
1.Qualifications
Each member must be the owner, by deed or agreement of sale, individually
or jointly, of one or more real estate lots within the boundaries
of Beltzville Lake Estates. The owner or owners of one or more lots
shown on the official maps of Pocono Beltzville Lake Estates a/k/a
White Oak Run and Beltzville Lake Estates as found in the Carbon County
Recorder of Deeds Office in the Carbon County Map Book 1 , Pages 174,200,208,
shall automatically be members of the Community.
2.Loss of Membership Privileges
A member is ineligible to participate in membership meetings, be appointed
or elected to any office, vote at any membership meetings, or to use
or otherwise benefit from any of the privileges of membership in this
Community if he is found in violation of the rules and regulations
of the Community or is delinquent in payment of dues, assessments,
obligations to the Community.
3. Dues and Assessments n1
A. Each member shall pay to the Community the amount of annual dues
and other special assessments as designed by the Board of Directors
according to the following discount and penalty schedule:
(1) If paid between January 1st and April 1st, a two percent discount will be allowed.
(2) Paid between April 1st and May 1st, dues and assessments shall be paid on a net basis.
(3) paid on or after May 1st the amount of the assessment plus one percent per month interest penalty shall be paid, along with the costs of collection if any such costs have been incurred by the community
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B. All persons purchasing property at Pocono Beltzville Lake Estates
and Beltzville Lake Estates during the year and thereby becoming a
member of this community shall pay dues and assessments during the
year of purchase prorated from the date of closing.
C. The amount of dues shall be set annually at a General Membership
meeting by the Board of Directors based on the approved budget.
D. In the case of non-payment of dues or assessments after May 1st,
the Secretary or Treasurer shall notify the delinquent member that
unless the amount due is paid in full, the member voting and participation
rights will automatically be suspended and that legal action will
be taken to obtain payment.
E. Any dues or assessments not paid sixty (60) days
after the first day of the penalty period will make a member delinquent.
A delinquent member will not be permitted to vote at any membership
meetings or to act as a Director of the Community. It is grounds for
removal from office of a Director, if the said Director becomes delinquent
in payment of dues and assessments.
F. All dues and assessments shall run with the land. The Board of
Directors shall have the right and the responsibility to take legal
action against all members who have not paid their dues and assessments
sixty (60) days after the first day of the penalty period. The Board
of Directors shall take such legal action as the Board deems appropriate
and obtain judgements, liens, etc., and have same recorded at the
Carbon County Courthouse, shall cause property of the members who
are delinquent to be sold at sheriff’s sale and shall take any
other action necessary to collect assessments and dues. Such actions
as are described above shall be taken to protect the rights and interests
of members who do comply with the assessments and dues requirements.
4.VOTING RIGHTS
Active members in good standing shall have the right at every membership
meeting to one vote. In the case of joint ownership, the joint owners
shall be entitled collectively to one vote. Voting by members shall
be only in person.
5.Duration of Membership
A. Membership in the Community shall be coextensive in time with the
member’s ownership of his lot and shall terminate upon cessation
of such ownership.
B. Membership in the Community is not otherwise transferable or assignable.
C. Each member must notify the Community when he sell his property
in Beltzville Lake Estates and shall furnish the Community with the
name and address of the new owner of such property.
D. The sale of their property shall not relieve a member from the
liability to pay any dues or assessments assessed prior to the date
of closing, unless the new owner of the property shall pay such assessments.
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ARTICLE III Back to the Top
MEETINGS OF MEMBERS
1. Meetings
The annual meeting of the membership shall take place on the first
Saturday of September, commencing in 1988.
2. Notice
The time, place and purpose of the meeting of the membership will
be contained in a written notice to all members at least ten (10)
days before the meeting date.
3. Special Meeting
Special meetings of the members may be called at any time by the President,
four (4) or more members of the Board of Directors, or members entitled
to cast at least 30 percent of the votes, which all members are entitled
to cast at the particular meeting. At any time, upon written request
of any person who has called a special meeting, it shall be the duty
of the Secretary to fix the time of the meeting, which shall be held
not more than 60 days after the receipt of the request. If the Secretary
shall neglect or refuse to fix the time of the meeting, the person
or persons calling the meeting may do so. Business transacted at all
special meetings shall be confined to the subject stated in the call
and matters germane thereto. Notice of the special meeting shall be
in writing in the same matter as notice of regular meetings of the
membership.
4. Quorum
A. A meeting of the members shall not be organized for the transaction
of business unless a quorum is present. The presence, in person, of
at least five (5) percent of all members eligible to vote at such
a meeting, shall constitute a quorum.
B. A special meeting of the members shall not be organized for the
transaction of business unless a quorum is present. The presence in
person of at least 30 percent of all members eligible to vote at such
a meeting shall constitute a quorum.
C. If a quorum is not present, no business shall be transacted except
to adjourn to a future time.
D. If a quorum is present, the members present at that meeting can
continue to do business until adjournment, not withstanding the withdrawal
of enough members to leave less than a quorum.
5. Challenger of a Member
If at any meeting the right of a person to vote is challenged, the
presiding officer shall require such books or records to be produced
as evidence of the right of the person challenged to vote, and all
persons who appear by such books or records to be members entitled
to vote may vote.
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ARTICLE IV Back to the Top
BOARD OF DIRECTORS
1. Number
The Board of Directors shall consist of seven- (7) non-delinquent
Directors, all of whom shall be voting members in good standing, consisting
of four officers and three other Directors.
2. Term
A. Four (4) Directors shall be elected at the annual meeting of the
membership in odd numbered years, commencing in 1989, and shall serve
for a term of two (2) years or until their successors have been elected
and qualified. In 1987, four (4) directors shall be elected at the
organizational meeting of the Corporation pursuant to the Pennsylvania
Non-Profit Corporation Law of 1971 or its successors for a term to
expire at the September 1989 annual meeting of the membership or until
their successors have been elected and qualified.
B. Three (3) Directors shall be elected in even numbered years commencing
in 1988 and shall serve for a term of two (2) years or until their
successors have been elected and qualified. In 1987, the said three
(3) Directors shall be elected for a term to expire at the September
1988 annual meeting of the membership, or until their successors have
been elected and qualified.
3. Procedure for nomination and Election
A. At least four (4) weeks prior to a meeting of
the Membership for the purpose of electing Directors, the Board of
Directors shall nominate candidates. The nominations shall be set
forth in the notice of the meeting.
B. Additional nominations for Directors may be made from the floor
at such meeting.
4. Powers
A. The Board of Directors shall have the power to institute rules
and regulations governing the conduct and activities on the property
and facilities, which the Community owns and operates or controls.
B. The Board of Directors shall have all the powers and authorities
expressly conveyed by these By-laws and may exercise all powers of
the Corporation and do all such lawful acts and things as are not
by statute or by the Articles or by these By-laws, directed or required
to be exercised or done by the members.
C. The Board of Directors shall have the power to adopt, amend and
repel By-laws of the
Community, except such By-laws as is committed exclusively by the
Pennsylvania Non-Profit Corporation Act of 1971 or its successors
to the members of the Community.
Further any action in adopting, amending or repealing By-Laws by the
Board of Directions subject to the power of the members to change
such action.
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5. Meetings
A. Meetings of the Board shall be held at such times and places as
the majority of the directors decide. Notice of the meetings shall
be given at least five (5) days to the day of meeting.
B. A meeting of the Board of Directors shall not be organized for
the transaction of business unless a quorum is present. The presence
and person of four directors shall constitute a quorum.
6. Vacancies
Vacancies in the Board of Directors shall be filled by the majority
vote of the remaining Directors so long as a quorum is available for
the election. If less than a quorum (four) remain in office, the remaining
Directors may elect temporary Directors to serve the balance of the
unexpired term.
7. Removal of Director
A. Reason for removal
(1) A Director may be removed from office for the following reasons:
(a) Non-performance of the duties required of a Director in carrying
out the assignments of a Director as given by the Board of Directors,
President, or Committee-chair of the Board of Directors;
(b) Failure to attend three (3) consecutive meetings of the Board
of Directors without prior notification of intended absence. Notification
of Intended absence shall be by contact with an officer of the Community.
Said notice shall include the reason for the inability to attend the
meeting;
(c) Delinquency in dues and assessments; and
(d) Such other reasons as listed in the Pennsylvania Non-Profit Corporation
Law of 1971 or its successors.
B. Procedure for Removal
A complaint requesting the removal of a Director from office for the
reasons stated in Paragraph 7A(a) above shall be made to the Board
of Directors. The Board of Directors, excluding the challenged Director,
shall initially determine whether sufficient reason exists to hold
a hearing on the charge raised. If the Board feels
sufficient reason exists, a time and place for a hearing will be set
and the challenged Director so notified. The Director should attend
the hearing has the
right to be defended by an attorney if so desired. After the hearing,
the Board will determine if the Director’s failure has been
proven by the evidence. If it is
determined by the affirmative vote of four (4) remaining Directors
that the challenged Director has failed to attend three (3) consecutive
meetings as required
herein, the challenged Director will be removed from office. If a
Director is removed from office, Article IV, Paragraph XI (6) of these
By-Laws will apply to fill the vacancy.
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ARTICLE V Back to the Top
OFFICERS
1. ELECTION
The executive officers of the corporation shall be elected by the
Board of Directors at an organizational meeting to take place within
thirty (30) days after the election of said Board and shall be a president,
Vice President, Secretary, Treasurer and such other officers and assistant
officers as the needs of the corporation may require. The President
and Secretary shall be natural persons of full age the Treasurer,
however, may be a corporation, but if a natural person, shall be of
full age.
2. Term
Each officer shall hold his position for a term of one (1) year but
shall continue to hold office until his successor is elected.
3. President
The president shall be the chief executive officer of the corporation;
he shall preside at all meetings of the members and Directors; he
shall have general and active management of the affairs of the corporation;
he shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the Directors to delegate
any specific powers, except such as may be by statue exclusively conferred
on the President, to any other office or officers of the corporation.
He Shall be EXOFFICIO a member of all committees and shall have the
general powers and duties of supervision and management usually vested
in the office of the President.
4. Vice President
In the absence or disability of the President, the Vice President
shall exercise his powers and perform his duties; and any action of
the Vice-President done with the apparent scope of his authority shall
be valid and binding upon the corporation.
5. Secretary
The Secretary shall attend all sessions of the Board and all meetings
of the members and act as clerk thereof, and record all votes of the
corporation and the minutes of all its transactions in a book to be
kept for that purpose; and shall perform like duties for all committees
of the Board of Directors when required. He shall give, or cause to
be given, notice of all meetings of the members of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He
shall have the custody of the Seal of the corporation; shall affix
the same to documents, and shall, immediately after the election of
the officers, notify the persons elected of their election as such.
He shall keep the minutes and records of the Corporation. In the absence
or disability of the Secretary, an Assistant Secretary, or a Secretary
pro tempore, shall perform his duties.
6. Treasurer
The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursement
in books belonging to the corporation, and shall keep the monies of
the Corporation in a separate account to the credit of the Corporation.
He shall receive, collect, hold subject to the order of the Board
of Directors, all monies notes, deeds, bonds and other securities
and shall disburse the funds of the corporation as may be ordered
by the board, taking proper vouchers for such disbursement, and shall
render to the President and Directors, at the regular meetings of
the Board, or whenever they may require it, an account of the financial
condition of the Corporation.
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7.Vacancies
If the office of any officer or agent, one or more, becomes vacant
for any reason, the Board of Directors may choose a successor or successors,
who shall hold office for the unexpired term in respect of which such
vacancy occurred.
ARTICLE VI Back to the Top
BUDGET
1. Preparation
The budget of the Community shall be prepared by the Board of Directors
and shall be submitted as a package to the membership for their approval.
2. Membership Approval
The membership shall vote on approving the proposed budget as a single
package at the annual meeting. The notice for said meeting shall clearly
state that the budget will be voted on at the meeting.
ARTICLE VII Back to the Top
TRANSACTION OF BUSINESS
1. Incidental Profit
Whenever the lawful activities of the Corporation involve among other
things the charging of fees or prices for its services or products,
it shall have the right to receive such income, and in so doing, may
make an incidental profits shall be applied to the maintenance and
operation of the lawful activities of the Corporation, and in no cases
shall be divided or distributed in any manner whatsoever among the
members, Directors or officers of the Corporation.
2. Checks
All checks or demands for money and notes of the Corporation shall
be signed by such officers as the Board of Directors may from time
to time designate.
ARTICLE VIII Back to the Top
PARLIAMENTARY PROCEDURE
All meetings of the Board and the general membership
shall be conducted in accordance with Roberts Rules of Order.
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ARTICLE IX Back to the Top
ORDER OF BUSINESS
The order of business at the meetings of the Board of Directors and
the membership shall be as follows:
1. President calls the meeting to order
2. Roll call or quorum count
3. Minutes of previous meeting
4. Reports of assessment officer; Treasurer; Financial Secretary;
And Superintendent of Building Grounds;
5. Correspondence;
6. Reports of Committee Chairman;
7. Unfinished business;
8. New Business; and
9. Adjournment
ARTICLE X Back to the Top
COMMITTEES
1. The President shall appoint a member of the Board
of Directors to be Chairman of each committee.
2. The committee chairman shall select one or more non-delinquent
member to assist him in the work of the committee.
3. Committees shall be formed by resolution adopted by a majority
of the directors in office as their necessity is determined by the
Board of Directors. Each committee of the Board shall serve at the
pleasure of the Board
ARTICLE XI Back to the Top
PURCHASE, SALE, MORTGAGE AND LEASE OF REAL PROPERTY
Community shall make no purchase of real property
nor sell, mortgage, lease away, or otherwise dispose of its real property,
unless authorized by a vote of two-thirds (2/3) of the members in
office of the Board of Directors. No vote or consent of the members
shall be required to make effective such action by the Board.
ARTICLE XII Back to the Top
AMENDMENTS
These By-Laws may be amended by two thirds (2/3) vote of those members
eligible to vote who are present and voting at the annual meeting
of the community, provided that written notice of the proposed amendments
has been given thirty (30) days prior to the vote on said amendment.
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ARTICLE XIII Back to the Top
The Board of Directors shall present annually to the members a report,
verified by the President and Treasurer or by a majority of the Directors
in accordance with the Pennsylvania Non-Profit Corporation Law of
1972. This report shall be filled with the minutes of the Meeting
of the Members.
ARTICLE XIV Back to the Top
CORPORATE RECORDS
The Community shall keep an original or duplicate record of the proceedings
of the members and the Directors, the original or a copy of its By-laws,
including all amendments thereof to date, certified by the Secretary
of the Corporation, and an original or duplicate membership register,
giving the names of the members, and showing their respective addresses
and other details of the membership of each. The Community shall also
keep appropriate, complete and accurate books and records of the account.
The records provided for herein shall be kept at either the registered
office of the Community in this commonwealth or at its principle place
of business wherever situated. In light of inspection of said books
and records shall be in accordance with the Pennsylvania Non-Profit
Corporation Law of 1972 or its successors.
ARTICLE XV Back to the Top
MEMBERSHIP CERTIFICATES
Membership in the Community may be evidenced by certificates
of membership or other similar documents, including but not limited
to vehicle identification stickers, which shall be in such form and
style as the Board of Directors, determines. The fact that the corporation
is a non-profit corporation shall be noted conspicuously on the face
of such certificates.
Attested as true and correct By-Laws of the Community
of Beltzville Lake Estates, Inc., as adopted on November 27, 1987
EDWARD J. MURPHY, SECRETARY
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ARTICLE XVI Back to the Top
INDEMNIFICATION OF OFFICERS ,DIRECTORS, EMPLOYEES AND AGENTS
1. This corporation shall indemnify any director
or officer, and may indemnify any other employee or agent, who has
or is a party to, or is threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of this corporation, by reason
of the fact that he/she is or was a director, officer, employee or
agent of this corporation, or is or was serving at the request of
this corporation as a director, officer, employee or agent of another
corporation , partnership, joint venture, trust or other enterprise,
against expenses, including attorneys’ fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding unless the
act or failure to act giving rise to the claim for indemnification
is determined by a court to have constituted willful misconduct or
recklessness.
2. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XVI shall not be deemed exclusive
of any other right to which those seeking indemnification or advancement
of expenses may be entitled under any By-Law, agreement, contract,
vote of shareholders or disinterested directors or pursuant to the
direction, howsoever embodied, of any court of competent jurisdiction
or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. It is the policy
of this corporation that indemnification of, and advancement of expenses
to, directors and officers of this corporation shall be made to the
fullest extent permitted by law. To this end, the provisions of this
Article XVI shall be deemed to have been amended for the benefit of
directors and officers of this corporation effective immediately upon
any modification of the Non-Profit Corporation Law of the Commonwealth
of Pennsylvania of 1988, as amended, (the NCL) which expands or enlarges
the power or obligation of corporations organized under the NCL to
indemnify, or advance expenses to, directors and officers of this
Corporation. All indemnification provisions of the NCL now or hereafter
in force are hereby incorporated herein by reference.
3. This corporation shall pay expenses incurred by an officer or director,
and may pay expenses incurred by any other employee or agent, in defending
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of any
undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified
by this corporation.
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4. A contract shall exist between this Corporation and its officers
and
directors with respect to indemnification and advancement of
of expenses as provided by this Article XVI and as otherwise
provided by applicable law.
ARTICLE XVII Back to the Top
LIMITATION OF LIABILITY – DIRECTORS
1. A director of this Corporation shall stand in
a fiduciary relation to
This Corporation and shall perform his duties as a directors, including
his duties as a member of any committee of the Board of
Directors upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of this Corporation, and with
such care, including reasonable inquiry, skill and diligence, as a
person of ordinary prudence would use under similar circumstances,
in performing his duties, a directors shall be entitled to rely in
good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared
or presented by one of the following:
(a) one or more officers or employees of this Corporation who the
director reasonably believes to be reliable and competent in the matters
presented.
(b) Counsel, public accountants or other persons as to matters, which
the director reasonably believes to be within the professional or
expert competence of such persons.
(c) A committee of the Board of Directors upon which he does not serve,
duly designated in accordance with the law, as to matter within its
designated authority, which committee the director reasonably believes
to merit confidence.
(d) A director shall not be considered to be acting in good faith
if he has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.
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2. In discharging the duties of their respective positions, the Board
of Directors, committees of the Board of Directors and individual
directors may, in considering the best interests of this Corporation,
consider the effects of any action upon its employees, the Community
of Beltzville Lake Estates and all other pertinent factors. The consideration
of these factors shall not constitute a violation of Section 17.1
hereof.
3. Absent breach of fiduciary duty, lack of good faith or self dealing,
actions taken as a director or any failure to take any action shall
be presumed to be in the best interests of this Corporation.
4. A director of this Corporation shall not be personally liable for
monetary damages as such for any action taken, or any failure to take
an action, unless:
(a) The directors has breached or failed to perform the duties of
his office under Section 1; and
(b) The breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
5. The provisions of Section 17.4 hereof shall not apply to:
(a) The responsibility or liability of a director pursuant to any
criminal statute; or
(b) The liability of a director for the payment of taxes pursuant
to local, state or federal law.
COMMUNITY OF BELTZVILLE LAKE ESTATES, INC.
PROPOSED BY-LAW AMENDMENT
PASSED DECEMBER 3, 1994
A special meeting of the membership has been called
for December 3, 1994. At that time all members in good standing (dues
paid in full) will be asked to vote on the following By-Law Amendment.
The By-Law Amendment would add a new article, which would be identified
as Article XVIII as follows:
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ARTICLE XVIII Back to the Top
PROHIBITION OF STEEL FRAMED STRUCTURES
No mobile homes of any size, type or description are permitted to
be used or located on any lot in the Community of Beltzville Lake
Estates, Inc regardless of whether such mobile home shall have the
axles removed and or are placed on permanent foundations. Further,
no structures made of steel frame of any size, type or description
shall be permitted to be used or located on any lot in Beltzville
Lake Estates Inc.
It is in the interest of all home and lot owners attending this special
meeting. The Community needs your vote. Following the special meeting
there will be a Board of Directors meeting open to all members.
*****At this meeting this ARTICLE was voted on and passed December
3, 1994
Notes:
n1 2009 September 3 at the general meeting
ARTICLE II MEMBERSHIP, Paragraph 3, Dues and Assessments
was voted on and passed to alter the due dates. Previous entry read:
Sub-paragraph A (1), If paid between January 1st and June 1st, a two percent discount will be allowed.
Sub-paragraph A (2) If Paid between June 1st and July 1st, dues and assessments shall be paid on a net basis.
Sub-paragraph A (3) If paid on or after July 1st the amount of the assessment plus one percent per month interest penalty shall be paid together with the collection costs, if any.
Also Article II Sub-paragraph D, notification date changed from July 1st to May 1st.
