CHoP Bylaws

EXHIBIT B

 

PUBLIC OFFERING STATEMENT

 

CARRIAGE HOMES ON THE POND

 

BY-LAWS

                                                                             

OF

                                                                             

CARRIAGE HOMES ON THE POND ASSOCIATION, INC.

                                                                             

                                                                             

SECTION 1

                                                                             

IDENTITY

 

            These are the By-Laws of Carriage Homes on the Pond Association, Inc., herein called the "Association", a corporation not organized for profit and existing under the laws of the State of Connecticut. 

 

SECTION 2

                                                                              

OFFICE

 

 

    The office of the Association and the Executive Board shall be located within the Common Interest Community grounds or at such other place as may be designated by the Executive Board. 

 

SECTION 3

                                                                              

EXECUTIVE BOARD

 

 

            (a)  Number and Qualification; Termination of Declarant Control.

 

            (i)        The affairs of the Common Interest Community and the Association shall be governed by an Executive Board which shall consist of three (3) persons all of whom, excepting the Directors appointed by the Declarant, shall be Unit Owners.  No more than one Unit Owner per Unit may serve as a member of the Executive Board.  If any Unit is owned by a partnership or corporation, any officer, partner or employee of that Unit Owner shall be eligible to serve as a Director and shall be deemed to be the Unit Owner for the purposes of the preceding sentence.  Directors shall be elected by the Unit Owners except for those appointed by the Declarant.  At any meeting at which Directors are to be elected, the Unit Owners may, by resolution, adopt specific procedures for conducting the elections, not inconsistent with these By-Laws or the Corporation Laws of the State of Connecticut.

 

            (ii)       The terms of at least two (2) of the Directors shall expire annually, as established in a resolution of the Unit Owners setting terms.

 

            (iii)      Section 8.9  of the Declaration shall govern appointment of Directors of the Executive Board during the period of Declarant control.

 

             (iv)      The Executive Board shall elect the officers.  The Directors and officers shall take office upon election.

 

             (v)       At any time after Unit Owners other than the Declarant are entitled to elect a Director, the Association shall call and give not less than ten (10) nor more than sixty (60) days' notice of a meeting of the Unit Owners for this purpose.  Such meeting may be called and the notice given by any Unit Owner if the Association fails to do so.

 

            (b)  Powers and Duties.  The Executive Board may act on behalf of the Association and shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts or things except as by law or by the Declaration or by these By-Laws may not be delegated to the Executive Board by the Unit Owners.  The Executive Board shall have the powers and duties as set forth in Artcile XXV of the Declaration, subject to the limitations set forth therein.            

 

            (c)  Removal of Members of the Executive Board.  At any duly held regular or special meeting of the Unit Owners at which a quorum is present, any one or more of the members of the Executive Board may be removed with or without cause by a two-thirds vote of the Unit Owners present and voting, and a successor may then and there or thereafter be elected to fill the vacancy thus created.  Any member of the Executive Board whose removal has been proposed shall be given an opportunity to be heard at the meeting.  The provisions of this subparagraph shall not apply during the period of Declarant control to members appointed by Declarant.

 

            (d)  Vacancies.  Vacancies in the Executive Board caused by any reason other than removal of a member by a vote of the Unit Owners shall be filled by a vote of a majority of the remaining members of the Executive Board at a special meeting of the Executive Board held for that purpose promptly after the occurrence of any such vacancy, even though the members present at such meeting may constitute less than a quorum.  Each person so elected shall be a member of the Executive Board for the remainder of the term of the member whose term he or she is filling and until his or her successor shall be elected.  The foregoing shall not apply during the period of Declarant control to members appointed by Declarant.

 

            (e)       Compensation.  A Director may receive a fee from the Association for acting as such, as may be set by resolution of the Unit Owners, and reimbursement for necessary expenses actually incurred in connection with his or her duties.   Directors acting as officers or employees may also be compensated for such duties.

 

            (f)        Meetings of the Executive Board.  The first meeting of the Executive Board following the annual meeting of the Unit Owners shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Executive Board and no notice shall be necessary.  Thereafter, regular meetings of the Executive Board may be held at such time and place as shall be determined from time to time by a majority of the members of the Executive Board, but at least two meetings shall be held each year.  Notice of regular meetings of the Executive Board shall be given to each member of the Board by mail, hand delivery or telegraph at least three business days prior to the day of the meeting.  Special meetings of the Executive Board may be called by the President on three (3) business days' notice to each member of the Executive Board given by mail, hand delivery or telegraph, which notice shall state the time, place and purpose of the meeting.  Special meetings of the Executive Board shall be called by the President or the Secretary in like manner and on like notice on the written request of a majority of the members of the Executive Board.  Any member of the Executive Board may, at any time, waive notice of any meeting of the Executive Board in writing and such waiver shall be deemed equivalent to the giving of notice.  Actual attendance by members of the Executive Board at any meeting of it shall constitute a waiver of notice by him of the time and place thereof.

 

            (g)       Quorum of the Executive Board.  At all meetings of the Executive Board, a majority of the members thereof shall constitute a quorum for the transaction of business and the votes of a majority of the members of the Executive Board present and voting at a meeting at which a quorum is present shall constitute a valid decision.  If at any meeting of the Executive Board there shall be less than a quorum present, the meeting shall be adjourned to a new date.  At any such adjourned meeting at which a quorum is present, any business which may have been transacted at the original meeting may be transacted without further notice.

 

            (h)       Consent to Corporate Action.  If all the members of the Executive Board or all members of a Committee established for such purposes, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Association, and the number of the members of the Executive Board or Committee constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Executive Board or the Committee, as the case may be.  The Secretary shall file such consents with the minutes of the meetings of the Executive Board.

           

            (i)        Liability of the Executive Board.  In the performance of their duties, the officers and members of the Executive Board are required to exercise (i) if appointed by Declarant, the degree of care and loyalty required of a trustee and (ii) if elected by Unit Owners, the degree of care and loyalty required of an officer or director of a corporation organized under Chapter 602 of the Connecticut General Statutes.  The Unit Owners shall indemnify and hold harmless each member of the Executive Board against all contractual liability to others arising out of contracts made by the Executive Board on behalf of the Association, unless any such contract shall have been made in bad faith or contrary to the provisions of the Declaration or of these By-Laws. It is intended that the members of the Executive Board shall have no personal liability with respect to any contract made by them on behalf of the Association.  It is also intended that the liability of any Unit Owner arising out of any contract made by the Executive Board or out of the aforesaid indemnity in favor of the members of the Executive Board shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bears to the interest of all Unit Owners in the Common Elements.  The Executive Board may require that officers and members of the Executive Board, or any manager employed by the Association, having the responsibility for handling funds of the Association, be bonded. 

 

 

SECTION 4

                                                                              

OFFICERS

 

           

            (a)  Designation.  The principal officers of the Association shall consist of a President, Secretary and Treasurer of the Association.  The Secretary need not be a member of the Executive Board, but may be appointed by the Executive Board. 

 

            (b)   Election of Officers.  The officers of the Association shall be elected at each annual organization meeting of the Executive Board.

 

            (c)  President.  The President shall be the chief executive officer of the Association, shall preside at all meetings of the Unit Owners and the Executive Board, and shall hold the general powers and duties which are incident to the office of a president of a non-stock corporation, including but not limited to the power to appoint such committees from among the Unit Owners from time to time as he or she may in his or her discretion decide are appropriate to assist in the conduct of the affairs of the Association.   He or she may fulfill the role of Treasurer in the absence of the Treasurer.  The President, as attested by the Secretary, may cause to be prepared and may execute amendments to the Declaration and By-Laws on behalf of the Association, following authorization or approval of the particular amendment as applicable.

 

            (d)  Secretary.  The Secretary shall keep the minutes of all meetings of the Unit Owners and the Executive Board and shall have charge of such books and records as the Executive Board may direct.  He or she shall, in general, perform all of the duties incident to the office of a secretary of a non-stock corporation. The Secretary may cause to be prepared and may attest to execution by the President of amendments to the Declaration and the By-Laws on behalf of the Association following authorization or approval of the particular amendment as applicable.

 

            (e)  Treasurer.  The Treasurer shall have the responsibility for the Association funds and securities and shall be responsible for the keeping of full and accurate records and books of account, and he or she shall, in general, perform all of the duties incident to the office of a treasurer of a non-stock corporation. The Treasurer shall, at the expense of the Association, furnish such bond as may be required by the Executive Board. 

 

            (f)  Signing authority.  Except as provided above, all agreements, contracts, leases, deeds, checks and other instruments of the Association shall be executed by any two (2) officers of the Association or by such other person or persons as may be designated by the Executive Board. 

 

            (g) Compensation.  An officer may receive compensation from the Association for acting as such officer, as may be set by resolution of the Unit Owners, and reimbursement for necessary expenses actually incurred in connection with his or her duties.  Directors acting as officers or employees may also be compensated for such duties.

 

            (h) Removal of officers.  Upon the affirmative vote of a majority of the members of the Executive Board, any officer may be removed either with or without cause and his or her successor may be elected at any regular meeting of the Executive Board called for such purpose.

 

SECTION 5

 

UNIT OWNERS

 

            (a)  Annual Meetings.  Annual meetings of the Unit Owners shall be held during the month preceding the beginning of the Association's fiscal year.

 

            (b)  Place of Meeting.  Meetings of the Unit Owners shall be held at the principal office of the Association or at such other suitable place convenient to the Unit Owners as may be designated by the Executive Board.

 

            (c)  Special Meetings.  Special meetings of the Association may be called by the President, a majority of the Executive Board, or by Unit Owners having twenty (20%) percent of the votes in the Association.  No business shall be transacted at a special meeting except as stated in the notice.

 

            (d)  Notice of Meetings.  Except for budget meetings, for which notice shall be given in accordance with Article 20(a)(vi) of the Declaration, not less than ten (10) nor more than sixty (60) days in advance of any meeting, the Secretary or other officer specified by the President shall cause notice to be hand-delivered or sent postage prepaid by United States mail to the mailing address of each Unit or to any other mailing address designated in writing by the Unit Owner.  The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Declaration or By-Laws, any budget changes and any proposal to remove an officer or member of the Executive Board.  No action shall be adopted at a meeting except as stated in the notice.

 

            (e)  Adjournment of Meeting.  At any meeting of Unit Owners a majority of the Unit Owners who are present at the meeting, either in person or by proxy, may adjourn the meeting to another time.

 

            (f)  Order of Business.  The order of business at the annual meeting of the Unit Owners or at any special meeting as far as practicable shall be:

 

             (i)       Calling of the roll and certifying the proxies.

 

            (ii)       Proof of notice of meeting or waiver of notice.

 

            (iii)      Reading and disposal of any unapproved minutes.

 

            (iv)       Receiving reports of officers.

 

             (v)       Receiving reports of committees.

 

            (vi)       Election of inspector of election (when required).

 

             (vii)     Election of members of Executive Board, if necessary.

 

            (viii)     Old business.

 

            (ix)       New business.

 

             (x)       Adjournment.

                                              

                        At all meetings of the Unit Owners or of the Executive Board, Roberts' Rules of Order shall be followed.

                                                     

            (g)  Majority of Votes.  A vote of the majority of Unit Owners present in person or by proxy at a meeting at which a quorum shall be present shall be binding upon all Unit Owners for all purposes except where a higher percentage vote is required by the Declaration, these By-Laws or by law.

 

            (h)  Method of Voting.

 

            (i)        Each Unit has been allocated one equal vote.  If only one of several owners of a Unit is present at a meeting of the Association, that owner is entitled to cast the vote allocated to that Unit.  If more than one of the owners are present, the vote allocated to that Unit may be cast only in accordance with the agreement of a majority in interest of the owners.  There is majority agreement if any one of the owners casts the vote allocated to that Unit without protest being made promptly to the person presiding over the meeting by any of the other owners of the Unit.

 

            (ii)       The vote of a corporation or business trust may be cast by any officer of such corporation or business trust in the absence of express notice of the designation of a specific person by the board of directors or by-laws of the owning corporation or business trust.  The vote of a partnership may be cast by any general partner of the owning partnership in the absence of express notice of the designation of a specific person by the owning partnership.  The moderator of the meeting may require reasonable evidence that a person voting on behalf of a corporation, partnership or business trust owner is qualified so to vote.

 

                         (iii)   The vote allocated to a Unit may be cast pursuant to a proxy duly executed by a Unit Owner.  If a Unit is owned by more than one person, each owner of the Unit may vote or register protest to the casting of votes by the other owners of the Unit through a duly executed proxy.  A Unit Owner may revoke a proxy given pursuant to this subparagraph only by actual notice of revocation to the person presiding over a meeting of the Association.  A proxy is void if it is not dated or purports to be revocable without notice.  A proxy terminates one year after its date, unless it specifies a shorter term.

 

             (iv)     No vote allocated to a Unit owned by the Association may be cast.

 

                         (i)       Quorum.  Except as otherwise provided in these By-Laws or in the Declaration, the Unit Owners present in person or by proxy, at any meeting of Unit Owners, shall constitute a quorum at such meeting.

 

 

 

SECTION 6

 

RECORDS

 

            (a) The Declarant and the Association shall maintain accounting records according to generally accepted accounting principles.  Such records shall include: (i) a record of all receipts and expenditures; (ii) an account for each Unit which shall designate the name and address of each Unit Owner, the amount of each assessment, the dates on which the assessment comes due, the amounts paid on the account, and the balance due; (iii) a record of the actual cost, irrespective of discounts and allowances, of the maintenance of the Common Elements; (iv) an accurate account of the current balance in the reserve for replacement and for emergency repairs; and (v) current copies of the Declaration, Bylaws and Rules of the Association.

 

            (b)  Records maintained by the Declarant, by the Association or by the manager shall be available for examination and copying by any Unit Owner, his duly authorized agents or attorneys, at the expense of the Unit Owner, during normal business hours and after reasonable notice.

 

SECTION 7

 

INSURANCE

 

            All provisions relating to insurance are to be found in the Declaration and the same are hereby incorporated by reference to the same extent and effect as if set forth herein verbatim.

                                                

SECTION 8

 

MISCELLANEOUS

 

            (a)  Notices.  All notices hereunder shall be sent by registered or certified mail to the Executive Board in care of the President of the Association and/or to the managing agent if there be a managing agent.  All notices to any Unit Owner shall be mailed or delivered to the building in which the Unit is situated, or to such other address as may have been designated by him or her from time to time in writing to the Executive Board.  All notices to Eligible Mortgagees shall be sent by registered mail or certified mail to their respective addresses as designated by them from time to time in writing to the Executive Board.  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. 

           

            (b)  Invalidity.  The invalidity of any part of these By-Laws shall not impair or affect in any manner the enforceability or effect of the balance of these By-Laws.

 

            (c)  Captions.  The captions inserted herein are inserted only as a matter of convenience and for reference and do not define, limit or describe the scope of these By-Laws or the intent of any provision thereof. 

 

            (d)  Waiver.  No restriction, condition, obligation or covenant contained in these By-Laws shall be deemed to have been abrogated or waived by reason of the failure to enforce the same irrespective of the number of violations or breaches thereof which may occur.

 

SECTION 9

 

MODIFICATION OR AMENDMENT OF BY-LAWS

 

            The By-Laws may be amended only pursuant to the provisions of Article 16 of the Declaration.

 

SECTION 10

 

CONFLICTS

 

            These By-Laws are set forth to comply with the requirements of CIOA.  In the case of any conflict between these By-Laws and the provisions of CIOA or of the Declaration, the provisions of said statute or of the Declaration, as the case may be, shall control.

 

           

 

Certified to be the By-Laws adopted by consent of the incorporator of Carriage Homes on the Pond Association, Inc., dated           as of February 18, 2003.

 

                                                                                               

 

                                                                                    _____________________________

                                                                                    Robin A. Kahn, Incorporator

Carriage Homes on the Pond ~ Brookfield, Connecticut 06804-3920