AMENDED AND RESTATED BYLAWS OF THE MAPLEWOOD COMMUNITY ASSOCIATION

Article 1
MEETING OF MEMBERS

1.1 Annual Meeting. The Annual Meeting shall be held in the month of October of each year. Notice of the Annual Meeting shall be in writing and may be published in the Association’s newsletter and delivered to each lot. Such notice shall specify the place, day, and hour of the meeting.

1.2 Special Meetings. Special Meetings may be called at any time by the President, the Board, or upon written request of one-fourth (1⁄4) of the Members (as defined in the Articles of Incorporation). Written Notice of Special Meetings may be published in the Association’s newsletter and shall be delivered to each lot and shall specify the location, date, time and purpose of the Special Meeting.

1.3 Quorum. The representation of one-tenth of the Lots entitled to cast, or by proxies entitled to cast votes, at a meeting shall constitute a quorum for any action requiring a vote of the Members except as otherwise adopted at a Special Meeting or provided in the Restrictive Covenants, or these By-Laws. If, however, a quorum shall not be present or represented at any meeting then without notice, other than an announcement at the meeting, the meeting may be continued until a quorum as aforesaid shall be represented.

1.4 Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of their lot.

1.5 Voting. Members of the Association residing within the boundaries of the Association hereinafter described, shall have the right to vote at the Annual and Special meetings of the Association, subject to the following limitations: there shall be one vote per adult in each household, with a limit of two votes per household. Freeholder Members residing outside the boundaries of the Association are each entitled to (1) one vote per entity regardless of the number of Lots (as defined in the Articles) owned.

1.6 Agenda. The agenda of the Annual Meeting shall include by way of example and not limitation the following:

1. (a)  The President, or if he or she shall be unavailable, a Vice President, shall call the meeting to order; Honorary Member reports or presentations; reading of previous minutes; Officer reports; ongoing business;
2. (b)  Open floor for new member business
3. (c)  AnnualNominationoftheBoardasoutlinedinArticle2oftheBylaws.
4. (d)  Election of the Board shall be by voice vote or as otherwise determined upon motion made and approved by the Members. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Restrictive Covenants. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

(e) Conclusion of the meeting.

Article 2
BOARD OF DIRECTORS

2.1 Number. The Board of Directors shall consist of a minimum of one and a maximum of three (3) at-large director(s) elected by plurality vote and a minimum of ten (10) street directors (“Director(s)”) representing the following streets: Beaverbrook, Birchdale (including Birchdale Court (Garden side)), Birchdale (Park side), Brooklawn/Woodcrest, Clovercrest, Fernbank, Glenview (including Glenview Court), Kenfield/Lawnwood, Kirkdale, Midfield, Maplecrest/Trier, Oakleaf, Sandhurst, Springwood, Sunland, and Wedgewood.

2.2 Vacancies. In the event a vacancy shall occur on the Board prior to the election of same, the Board shall fill the position so vacated by appointment of a Member to fill the remainder of the term. A Member from the represented street shall be given preference in such appointments.

2.3 Resignation. A written notice to the Secretary shall be accepted if a current Director wishes  to voluntary withdraw from the Board. Any Director, who is absent from three(3) consecutive meetings, unless he or she shall present satisfactory excuses, shall be deemed to have voluntarily resigned as a member of the Board. He or she may, however, be reinstated by a majority vote of the Board present at any regular meeting.

2.4 Recall. Any Director who does not perform the duties normally associated with their office shall be subject to recall by a majority vote of the Board and its Officers present at any meeting.

2.5 Compensation. No Director shall receive compensation for any service he may render the Association. However, Directors may be reimbursed for actual expenses incurred in the performance of their duties.

2.6 Action Taken Without a Meeting. The Directors shall have the right, if necessary, to take action in the absence of a meeting by obtaining the written consent of three-fourths of all Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

2.7 Regular Meetings. The Directors shall meet as deemed necessary in order to handle association business and to adhere to the purpose and function of the Association as outlined in the Articles of Incorporation (the “Articles”). Notice of such meetings will be published whenever possible in the newsletter but from time to time will be established via phone, mail, or email with at least ten (10) days advance notice of the time and place.

2.8 Special Meetings. Special Meetings shall be held when called by the President or by any five (5) Directors, after not less than three (3) days notice to each Director.

2.9 Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

2.10 Powers and Duties. Include but are not limited to adopt and publish rules and regulations governing the use and overnight parking on streets within the Association; maintenance, improvements, and upkeep of entrance signage and landscaping presently on Member’s property; elect officers; prepare an annual budget; authorize payment of expenses; assess Members pursuant to the terms of the Restrictive Covenants; cause all of the Restrictive Covenants of the Subdivision to be adhered to and enforced; to sue and undertake such legal action as needed; establish penalties for infractions; maintain complete records; set annual dues; assist with collection thereof; maintain adequate insurance for association events; cause all officers having fiscal responsibilities to be bonded, and distribution of newsletters as needed.

Article 3
OFFICERS

3.1 Offices. The Officers shall consist of a President, a minimum of two (2) and a maximum of four (4) Vice Presidents, a Secretary, and a Treasurer (collectively the “Officers” or in their individual capacity as an “Officer”), with the usual privileges and duties pertaining to such offices defined in Section 3.8. Officers shall be elected and serve in accordance to the Bylaws and/or until their successors are chosen as set forth herein.

3.2 Vacancies. In the event a vacancy shall occur on the Board prior to the election of same, the Board shall fill the vacated position by appointment of a Member for the remainder of the term.

3.3 Resignation. Any Member of the Board wishing to resign shall submit a written notice to the Secretary or President, and such notice will be accepted by the Board. Any Officer, who shall absent themselves from three consecutive meetings thereof, unless he or she shall present satisfactory excuses, shall be deemed to have resigned as a member of the Board of Directors. He or she may, however, be reinstated by a majority vote of the Board of Directors present at any regular meeting.

3.4 Removal. Any officer who does not perform the duties normally associated with their office shall be subject to recall by a majority vote of the Board of Directors and its officers present at any meeting.

3.5 Multiple Offices. No Officer may hold more than one office with the exception of being elected by Members as part of the Board.

3.6 Quorum. An Officer elected by the Board of Directors shall be deemed as part of the Directors to facilitate a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

3.7 Compensation. No Officer shall receive compensation for any service he may render the Association. However, any Officer may be reimbursed for his actual expenses incurred in the performance of his duties.

3.8 Powers and Duties of Officers.

(a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall be the person of record and authority with City and County entities; place name on all federal, state, and financial documents unless task is delegated to another Officer of record; can disburse funds as directed by the Board; is the primary authorized agent of the Association to grant permissions and access as deemed necessary by third parties.

(b) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and Members; assist in serving notice of the meetings of the board and members; assist in keeping Members of the Association together with their addresses; shall act in place and stead of President in the event of President’s absence or incapacity; and place name on all federal, state, and financial documents as required.

(c) Treasurer. The Treasurer shall disburse funds as directed by resolution of the Board; keep proper books of account; assist the Membership Vice President as needed with dues collection; present books and records upon reasonable request for timely audit; be the point of contact with the Association’s CPA and complete as necessary the annual federal and state tax filings; shall maintain a statement of annual income and expenditures to be presented at every meeting and deliver a copy of such to the Secretary for inclusion in the Association’s records; prepare as requested financial reports for distribution to Members; and properly identify and file all federal, state, and financial documents as required.

(d) Administrative Vice President. (optional) Position obsolete; amend Bylaws to reactivate the position.

(e) Membership Vice President. The Membership Vice President shall be responsible for solicitation of annual dues; the maintenance of historical records pertaining to payment thereof; maintain a list of Lot Owners/Members; verify payment of dues when needed for third parties and contests; and shall exercise and discharge such other duties as may be required of him by the Board.

(f) Social Vice President (optional). The Social Vice President shall establish dates for Association sponsored events; preside over all social activities unless task is delegated to another Member; provide dates and specifics for inclusion in the newsletter; and shall exercise and discharge such other duties as may be required of him by the Board.

(g) Publicity Vice President. (optional) Position obsolete; amend Bylaws to reactivate the position.

Article 4
HONORARY MEMBERS

4.1 The City Council Representative and the Citizen’s Advocate from the area encompassing the Association shall automatically become non-voting Honorary Members of the Association and shall be informed of such in writing by Board Officer or Committee. Other Honorary Members shall be left to the discretion of the Board.

Article 5
COMMITTEES

5.1 Committees of not less than two (2) Members each may be appointed to handle specific tasks including but not limited to internet website presence; newsletter content and publication; newsletter distribution; entrance maintenance; snow removal; and seasonal social events as the budget permits. Committee members may elect a chairperson, who shall be responsible for issuing a summary report to the Board which includes information adequate to solidify a funding resolution from the Board. Committees should conduct business with generally accepted principles, such as accepting like kind bids (where applicable), as good stewards of Member’s monies.

Article 6
RECORDS

6.1 Records. The “Records,” including, without limitation, the minutes of any meeting, record books, and any papers of the Association shall at all times, within a reasonable amount of time, be subject to inspection by any Member. The Restrictive Covenants, the Articles and the Bylaws shall be available for inspection by any Member at the principal office of the Association where copies may be purchased at a reasonable cost.

Article 7
ASSESSMENTS AND ANNUAL DUES

7.1 Annual Dues. Annual Dues are payable on October 1st; Member dues are $30 per year; Maplecrest/Trier Member dues are $15 per year as they do not benefit from snow removal services. Any member neglecting to pay their dues and/or special assessments for a period of three (3) months after they become due, shall forfeit their voting rights in the Association for that year; October 1 – September 30.

7.2 Special Assessments. Special Assessments shall be levied only by the affirmative vote of three-fourths (3⁄4) of the Board and its Officers. Special Assessments may be levied at regular meetings, special meetings, by way of personal canvass or canvass by correspondence.

7.3 Dissenters Rights. Dissenting Members directly involved in the levy of a Special Assessment shall be given a reasonable right to be heard if such right is requested through the Board. For the purpose of levying Special Assessments, the written proxy vote of any Member, carrying such Member’s personal signature, shall be deemed acceptable in the event of such Member’s absence from a regular or special meeting at which a Special Assessment is levied.

Article 8
REINSTATEMENT OF VOTING PRIVILEGES

8.1 Reinstatement of voting privileges resulting from non-payment of dues and or assessments requires either payment in full or an established payment plan thereof.

Article 9
DEBT

9.1 The Board of Directors shall not incur any debt or liability exceeding the net assets of the Association without the express consent of two-thirds (2/3) of the total Members.

Article 10
AMENDMENTS

10.1 Amendments to the Bylaws can be made at any meeting of the Members, by a vote of the majority of the quorum present in person or by proxy. Nothing contained herein, however, shall limit the power of the Board to amend the Bylaws without the approval of the Members.

Article 11
INDEMNIFICATION

11.1 Indemnification. The Association hereby agrees to indemnify and save harmless any member, officer, director, committee member, or employee of the Association made or threatened to be made a party to or called as a witness in or asked to provide information in connection with any pending or threatened action, proceeding, hearing, or investigation, or any appeal therein, whether civil or criminal, which said member, officer, director, committee member, or employee may incur as a result of the carrying out of their duties and obligations in good faith for the Association.

11.2 Reimbursement. The Association shall advance or promptly reimburse, upon request of any person entitled to indemnification hereunder, all expenses, including attorneys’ fees actually and reasonably incurred in defending any action or proceeding in advance of the final disposition thereof, upon receipt of a written undertaking by or on behalf of such person to repay the Association if such person is ultimately found not to be entitled to indemnification, or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled.

11.3 Elimination and Amendment. No elimination of this Bylaw, and no amendment of this Bylaw adversely affecting the right of any person entitled to indemnification or advancement of expenses hereunder shall be effective until the sixtieth day following such action, and no elimination of or amendment to this Bylaw shall deprive any person of his rights hereunder arising out of alleged or actual occurrences, acts, or failures to act prior to such sixtieth day.

ADOPTED

The above and foregoing Amended and Restated By-Laws were adopted by the Board of Directors of the Maplewood Community Association on the 29th day of August, 2016.