This is not an official copy of this document. This copy is a condensed version. Hopefully, this is more easily read. See your paper copy of this document (Residents) or see the unabridged version.
FOX RIDGE HOMES ASSOCIATION, INC.
ARTICLE I – NAME and LOCATION
Section 1.01. Name and Location. The name of the corporation is the Fox Ridge Homes Association, Inc., hereinafter referred to as the “Association”. The principal office of the corporation shall be located in the Town of Canandaigua, County of Ontario and State of New York.
ARTICLE II – MEMBERS
Section 2.01. Membership in the Association. The Members of the Association shall be the Owners of all Lots on the Property, provided that any person or entity holding such interest merely as security for the performance of any obligation shall not be a member.
Section 2.02. Voting Rights. Each member, including the Developer, shall have one vote notwithstanding the amount of Units or Lots owned. Any member who is in violation of the Declaration, as determined by the Board of Directors of the Association, shall not be entitled to vote during any period in which the violation continues. Any member who fails to pay any dues, maintenance assessment or special assessment established by the Association, shall not be entitled to vote during any period in which any such assessments are due and unpaid.
Section 2.03. Voting Regulations. The Board of Directors of the Association may make such regulations, consistent with the Terms of the Declaration, the Certificate of Incorporation, these Bylaws, and the Not-For -Profit Corporation Law of the State of New York, as it deems advisable for any meeting of the Members, in regard to proof of membership in the Association, evidence of right to vote, the appointment and duties of inspectors of votes, registration of Members for voting purposes, the establishment of representative voting procedures and such other matters concerning the conduct of meetings and voting as it shall deem appropriate.
Section 2.04. Corporate Members. Any vote of a corporate member may be cast by an appropriate officer of such corporation.
Section 2.05. Joint or Common Ownership. Any one joint or common owner of a Lot or Unit shall be entitled to cast one vote with respect to the Lot or Unit owned.
Section 2.06. Absentee Ballots. On any matter submitted to the Members for vote, other than the election of Directors of the Association, any Member entitled to vote may cast a vote without attending the meeting in question by filing a written statement with the Board of Directors prior to the meeting in question, specifying the issue on which the Member intends to vote and that the Member votes for or against the same. Members unable to attend a meeting at which the Board of Directors of the Association are to be elected shall be entitled to file an absentee ballot if so provided by the Board of Directors or may vote by proxy, which shall be in writing and shall be filed with the Secretary of the Association.
ARTICLE III – MEETINGS OF MEMBERS
Section 3.01. Annual Meeting. There shall be an Annual Meeting of the Members on or about the 15th day of June or at such other date and time and place convenient to the Members as shall be determined by the Board of Directors, which meeting shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. Failure to hold an Annual Meeting at the designated time shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts.
Section 3.02. Special Meetings. Special Meetings of the Members may be called at any time by the President or the Board of Directors, or at the request in writing of Members of the Association holding one-fourth (1/4) of the votes entitled to be cast at the meeting.
Section 3.03. Notice of Meetings. Not less than ten (10) days or more than thirty (30) days before the date of any Annual or Special Meeting of Members, the Association shall give to each Member entitled to vote at such meeting, written or printed notice stating the time and place of the meeting, and , in the case of Special Meetings, indicating that it is being issued by or at the direction of the person or persons calling the meeting and the purpose or purposes for which the meeting is called. Such notice shall be delivered either by mail or by presenting it to the Member personally, or by leaving it at such Member’s residence as shown on the records of the Association. If mailed, such notice shall be deemed to be given when deposited in the US mail, postage prepaid, addressed to the Member at his or her post office address as it appears on the records of the Association. Notwithstanding the foregoing provision, a waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after such meeting is held, or actual attendance at the meeting in person, shall be deemed equivalent to the giving of such notice to such persons. Any meeting of Members, Annual or Special, may adjourn from time to time to reconvene at the same or other place, and no notice need be given of any such adjourned meeting other than by announcement at the meeting at which the adjournment is taken.
Section 3.04. Quorum. Members, either in person or in proxy, holding one tenth (1/10) of the total votes of the membership shall constitute a quorum at any meeting. The act of a majority of the Members present at a meeting at which a quorum shall be present shall be the act of the Members unless the act of a greater or lesser number is required by law, or by the Certificate of Incorporation of the Association, the Declaration, or these Bylaws.
ARTICLE IV – BOARD OF DIRECTORS
Section 4.01. Number of Directors. The business and affairs of the Association shall be managed by the Board of Directors. The number of the Directors of the Association shall be seven (7) elected by the membership.
Section 4.02. Nominations. Nomination to the Board of Directors shall be made by a Nominating Committee which shall consist of a chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association. Nominations may also be made from the floor at the Annual Meeting of the Association. The members of the Nominating Committee shall be appointed by the Board of Directors at least thirty (30) days prior to each Annual Meeting of the Members and shall serve only to make the nominations for Directors to be elected at the meeting.
Section 4.03. Election. At the first Annual Meeting after four (4) years from the date of recording of the Declaration, the Members shall elect four (4) Directors for a two (2) year term and three (3) Directors for a term of one (1) year. At any subsequent election, the Members shall replace those Directors whose terms have expired and elect such successor Directors for a term of two (2) years. Voting shall be by secret written ballot which shall :
- Set forth the number of vacancies to be filled;
- Set forth the names of those nominated by the Nominating Committee to fill such vacancies, and;
- Contain space for a write-in for each vacancy. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Section 4.04. Vacancies. Any vacancies ocurring on the Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the remaining Directors or by a sole remaining Director or, if not previously filled, shall be filled at the next succeeding meeting of the Members of the Association. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director whose vacancy such person was elected to fill. Any vacancy occurring by reason of an increase in the number of Directors so elected shall hold office until the next meeting of Members or until a successor is elected and qualifies.
Section 4.05. Removal. At any meeting of Members, duly called at which a quorum is present, the Members may, by the affirmative vote of not less than two-thirds (2/3) of the Members present, remove any Director or Directors from office with or without cause and may elect the successor or successors to fill any resulting vacancies for the unexpired term or terms of the removed Director(s). In addition, the other Directors may, by the affirmative vote of not less than two-thirds (2/3) of the other Directors, declare the position of the Director vacant in the event the person filling such position shall be absent from three (3) consecutive meetings.
Section 4.06. Compensation. Directors shall not receive any compensation or salary for their services. Any Director may be reimbursed for his actual expenses incurred in the performance of his duties. A Director who serves the Association in any capacity other than as a Director or officer, however, may receive compensation therefor.
Section 4.07. Regular Meetings. Regular meetings of the Board of Directors shall be held once every six (6) months without notice at such places and at such times convenient to the Directors as may be designated from time to time by resolution of the Board of Directors.
Section 4.08. Special Meetings. Special meetings of the Board of Directors may be called at any time at the request of the President or any two (2) Directors after not less than two (2) days notice to each Director. The person or persons authorized to call such special meeting of the Board may fix any place convenient to the Directors as a place for the holding of such special meeting. Neither the business to be transacted at, nor the purpose of any Special Meeting need be specified in the notice unless required by law, by Certificate of Incorporation of the Association, or by these Bylaws.
Section 4.09. Quorum and Voting. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is provided otherwise by statute, by the Certificate of Incorporation, or by the Bylaws, a vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Directors present may adjourn the meeting from time to time by majority vote and without further notice, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called.
Section 4.10. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, provided a written consent to such action is signed by all members of the Board of Directors or of such committee, as the case may be, and provided further such written consent is filed with the minutes of proceedings of the Board or committee.
Section 4.11. Powers and Duties. The Board of Directors may exercise all powers, duties and authority vested in or delegated to the Association, except such as are conferred upon or reserved to the Members by statute, the Certificate of Incorporation, the Declaration or other provisions of these Bylaws. THE POWERS, DUTIES AND AUTHORITY OF THE BOARD OF DIRECTORS SHALL SPECIFICALLY INCLUDE, BUT NOT BE LIMITED TO THE FOLLOWING:
- To determine, levy and collect the assessments and common charges as provided for in the Declaration.
- To collect, use and expend the assessments and charges collected for the maintenance, care and preservation and operation of the property of the Association.
- To procure and maintain adequate liability insurance covering the Association, its Directors, Officers, agents and employees and to procure and maintain adequate hazard insurance on such of the Association’s real properties as it deems appropriate.
- To collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members for violations of the provisions of the Declaration or of any rules or regulations of the Association.
- To pay all taxes owing by the Association.
- To suspend the voting rights of a Member during any period which such Member shall be in default for the payment of any assessment levied by the Association. Such voting rights may also be suspended, after notice and hearing, for infraction of published rules or regulations. Reinstatement of suspended voting rights shall only be accomplished by subsequent action of the Board of Directors.
- To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meetings of the Board of Directors.
- To keep a complete record of the actions of the Board of Directors and the corporate affairs of the Association and to present a statement thereof to the Members at the Annual Meeting of Members, or at any special meeting of Members when such a statement is requested in writing by not less than one-fourth (1/4) of the Members entitled to vote.
- To issue, or cause to be issued, upon demand by any person an “Assessment Certificate” as provided in the Declaration, setting forth the status of payment of assessment of any Unit.
- To exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Members by other provisions of these Bylaws, the Certificate of Incorporation or the Declaration.
ARTICLE V – OFFICERS
Section 5.01. Officers. The officers of the Association shall be the President (who shall be a member of the Board of Directors), one or more Vice Presidents (the number thereof to be determined by the Board of Directors), the Secretary and the Treasurer. The Board of Directors may elect such other officers as it shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. Two or more offices may not be held by the same person.
Section 5.02. Election. The election of the officers shall take place at the first meeting of the Board of Directors following each Annual Meeting of the Members.
Section 5.03. Term and Vacancies. The officers of the Association shall be elected annually by the Board of Directors and each shall hold office until his or her successor shall have been duly elected, unless he or she shall sooner resign, or shall be removed or otherwise be disqualified to serve. The vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.04. Resignation and Removal. Any officer may be removed by the Board of Directors, with or without cause, whenever, in the judgment of the Board, the best interests of the Association will be served thereby. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified within, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.05. President. The president shall be the chief executive officer, shall supervise the work of the other officers, shall preside at all meetings of Members, shall preside at all meetings of Directors, and shall perform such other duties and functions as may be assigned him or her. He or she may sign, in the name of the Association, any and all contracts or other instruments authorized by the Board or these Bylaws.
Section 5.06. Vice President. Any Vice President shall be capable of performing all of the duties of the President. He or she may sign, in the name of the Association, any or all contract or other instruments authorized by the Board, and shall perform such other duties and functions as may be assigned to him or her by the President or the Board.
Section 5.07. Secretary. The Secretary shall cause notice of all meetings to be served as prescribed in these Bylaws, shall record the votes and keep the minutes of all meetings, shall have charge of the seal and Corporate records of the Association, shall keep records of the Members of the Association and the mortgagees of dwelling Units on the Property, and shall perform such other duties as are assigned to him or her by the President or the Board. Any Assistant Secretary shall be capable of performing all of the duties of the Secretary.
Section 5.08. Treasurer. The Treasurer shall have the custody of all moneys and securities of the Asssociation and shall keep or cause to be kept regular books and records. He or she shall account to the President or Board, whenever they may require it, with respect to all of his or her transactions as Treasurer and of the financial condition of the Association, and shall perform all other duties that are assigned to him or her by the President, the Board or these Bylaws.
Section 5.09. Other Officers. Such other officers as the Board may appoint shall perform such duties and have such authority as the Board may determine.
ARTICLE VI – FINANCE
Section 6.01. Checks. All checks, drafts, and orders for the payment of money, notes and other evidences if indebtedness, issued in the name of the Association shall, unless otherwise provided by resolution of the Board of Directors, be signed by the President or Treasurer and countersigned by a Officer of the Association, provided that the Pesident, Treasurer or Officer so signing are not the same person.
Section 6.02. Fiscal Year. The fiscal year of the Association shall be the twelve calendar months ending May 31, unless otherwise provided by the Board of Directors.
Section 6.03. Annual Reports. There shall be an annual budget approved by the Board of Directors. There shall be a full and correct statement of financial affairs of the Association including a balance sheet and a financial statement of operation for the preceding fiscal year. Such report shall be submitted at the Annual Meeting of the Members and filed within twenty (20) days thereafter at the principal office of the Association.
ARTICLE VII – BOOKS AND RECORDS
Section 7.01. Book and Records. The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, Certificate of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association.
ARTICLE VIII – CORPORATE SEAL
Section 8.01. Corporate Seal. The Association may have a seal in circular form having within the circumference thereof the full name of the Association.
ARTICLE IX – AMENDMENTS
Section 9.01. Alteration, Repeal or Amendments. These Bylaws may be modified, altered, repealed, amended or added to at any regular or special meeting of the Members provided that:
- A notice of the meeting containing a statement of the proposed modification, alteration, repeal, amendment or addition has been sent to all Lot Owners, not less that ten (10) nor more than thirty (30) days prior to the date or initial date set for the canvass of the vote thereon;
- A majority of a quorum of Members present at the meeting in person or by proxy approve the changes.
ARTICLE X – MISCELLANEOUS
Section 10.01. Notice. All notices hereunder shall be in writing and sent by mail by depositing same in a post office or letter box in a postpaid sealed wrapper, addressed, if to go to the Board of Directors at the address of the President or Secretary, and if to go to a Unit Owner or Unit mortgagee, to the address of such Unit Owner or mortgagee at such address as appears on the books of the Association. All notices shall be deemed to have been given when mailed, except notices of change of address, which shall be deemed to have been given when received. Whenever notice is required to be given under the provisions of the Declaration, or of these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.
Section 10.02. Conflict with Certificate of Incorporation or Declaration. In the case of a conflict between the Certificate of Incorporation and these Bylaws, the Certificate of Incorporation shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
Section 10.03. No waiver for Failure to Enforce. No restrictions, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
Section 10.04. Indemnification of Officers. This Association shall indemnify all Directors, officers and other persons acting for the Association to the full extent permitted by the General Not for Profit Corporation Act of the State of New York and shall be entitled to purchase insurance for such indemnification as determined from time to time by the Board of Directors.