AMENDED IN ITS ENTIRETY
BY-LAWS
MEADOW VIEW FARMS PROPERTY OWNERS ASSOCIATION, INC
SECTION 1. NAME, PURPOSES, LOCATION, CORPORATE SEAL AND
FISCAL YEAR
1.1. Name and Purposes . The name and purposes of the corporation shall be as
set forth in the Articles of Organization.
1.2. Location. The principal office of the corporation is in the Commonwealth of
Massachusetts. The mailing address of the corporation is MVFPOA, RR6 Box
461-B11, Edgartown, MA 02539. The Board of Directors may change the
location and mailing address of the principal office in the Commonwealth of
Massachusetts effective upon filing a certificate with the Secretary of the
Commonwealth.
1.3. Corporate Seal . The Trustees may adopt and alter the seal of the corporation.
1.4. The fiscal year of the Corporation shall, unless otherwise decided by the
Directors, end on June 30, each year.
1.5 Whenever the context permits, the use of a particular gender shall include the
masculine, feminine, and neutral genders, and any reference to the singular or
the plural shall be interchangeable with the other.
SECTION 2. DEFINITIONS
2.1. "Declaration" shall mean the "Master Declaration of Meadow View Farms in
Oak Bluffs, Dukes County, Massachusetts, Reservations and Restrictions, Registry of
Deeds and the Dukes County Registry of Land Court" dated April 30, 1984, by Frank
S. Michel, recorded and registered in the Dukes County Registry District of the Land
Court, and as may be amended and extended in 2014.
2.2. "Residence Lot" shall have the meaning set forth in Section 2.01A of the said
Declaration.
2.3. "Declarant" shall mean The Meadow View Farms Property Owners Association,
Inc.
2.4 “Association” shall mean the non-profit corporation consisting of the owners of
the Residence Lots in Meadow View Farms. The Board of Directors is the governing
body of the Association, duly elected by the owners of the Residence Lots.
SECTION 3. MEMBERSHIPS AND REPRESENTATIONS
3.1. Qualifications . The owner or owners of each Residence Lot shall be members of
the corporation, and one membership in the corporation shall be appurtenant to each
Residence Lot.
3.2. Voting. Each membership in the Corporation shall be entitled to one vote,
provided, however, that:
3.2.A. Each membership in the corporation shall be held and exercised as
a unit and shall not be divided among several owners of the Residence Lot
to which such membership appertains. With respect to the membership in
the corporation appurtenant to each Residence Lot, the person (hereinafter
in these By-Laws referred to as the "Representative") to receive notice of
and vote at meetings of the members of the corporation or to execute
written consents of the members without meeting, and to exercise the
other rights and privileges of membership in the corporation, -shall be
determined as follows:
3.2.A1 . In the event the Residence Lot to which such membership
appertains is owned of, record by one person, the Representative shall be
that person.
3.2.A2. In the event the Residence Lot to which such membership
appertains is owned of record by more than one person, whether jointly, in
common, by the entirety, or otherwise, the Representative shall be (a) that
one of such record owners as shall be designated from time to time in
writing, executed by all of' such record owners and filed with the
Secretary of the corporation, or (b) in the absence of any such designation,
that one of such record owners as the Secretary may designate.
3.2.B . The 'Representative determined in 3.2.A 1 and 3.2.A.2 above may
appoint an individual to act as their designate for all rights and privileges
of membership in the corporation provided that
1. The Assignee is not presently a member of the Association.
2. The Assignee meets the adult age requirements of the
Commonwealth of Massachusetts.
3. The Assignee holds a valid power of attorney from all
owners.
This appointment must be provided in writing, executed by all of such
record owners and filed with the Secretary of the Corporation. This
assignment will remain in force until rescinded in writing, executed by all
of such record owners and filed with the Secretary of the Corporation
3.3. Powers and Rights . In addition to the right to elect Directors as provided in
Section 4.1 and such other powers and rights as are vested in them by law, the
Declaration, Articles, or these By-laws, the members, acting through the
Representatives, shall have such other powers and rights as the Directors may
designate.
3.4. Annual Meeting . The Annual Meeting of the Members shall be held at a time
designated by the Board of Directors, at the hour fixed by the Directors, and
stated in the notice of the meeting. The Directors or the President shall specify
the purposes for which the Annual Meeting is to be held, in addition to those
prescribed by law, by the Declaration, Articles of Organization or by these By-
laws. If no Annual Meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu thereof, and any action taken at such meeting
shall have the same effect as if taken at the Annual Meeting.
3.5. Special Meetings . Special meetings of the members may be called by the
President, the Secretary or by the Directors and shall be called by the Secretary or
in case of the death, absence, incapacity or refusal of the Secretary, by any other
officer, upon written application of Representatives having not less than 15 votes.
No call of a special meeting of the members shall be required if such notice of the
meeting shall have been waived in writing by every Representative entitled to
notice thereof, or by his attorney thereunto authorized.
3.6. Place of Meetings. All meetings of members shall be held in Meadow View
Farms, unless a different place is specified by the Board.
3.7. Notices. Notice of all meetings of the members may be given as follows, to
wit: -- A written notice which may be via mail or email, stating the place, day and
hour thereof; may be given by the Secretary (or the person or persons calling the
meeting), at least ten business days before the meeting, to each Representative
entitled to vote thereat. Such notice may be left at the residence, place of business,
email, or by mailing it addressed to such Representative at the mailing address as
it appears upon the books of the corporation (which shall be, the Residence Lot to
which the membership of such Representative appertains unless another address is
designated by such Representative in writing. and filed with the Secretary). Such
notice, if the meeting is called otherwise than by the Secretary, may be a copy of
the call of the meeting and if the meeting is not otherwise called, such notice
given by the Secretary shall constitute a call of the meeting by him. Notices of all
meetings of members shall state the purposes for which the meetings are called.
No notice need be given to any Representative if a written waiver of notice,
executed before or after the meeting by the Representative or his attorney
thereunto authorized, is filed with the records of the meeting. Notice given by the
method described in this Section 3.7 shall be deemed reasonable and sufficient
notice.
3.8. Quorum . At any meeting of members, a quorum for the transaction of
business shall consist of Representatives, present in person or by proxy, having a
total number of votes equal to twenty percent of the aggregate number of votes to
which all the memberships in the corporation are then entitled, provided that less
than such quorum shall "have power to adjourn the meeting from time to time.
3.9. Proxies . Representatives may vote either in person or by written proxy, dated
not more than six months before the meeting named therein. The proxy may be
conveyed in writing by letter or electronically. Proxies shall be filed with the
Secretary before being voted at any meeting or any adjournment thereof. Except
as otherwise limited therein, proxies shall entitle the persons named therein to
vote at the meeting specified therein and at any adjourned session of such meeting
but shall not be valid after final adjournment of the meeting.
3.10. Action at Meeting . Action of the members on any matter properly brought
before a meeting shall require, and may be effected by, the affirmative vote of the
Representatives having a total number of votes equal to a majority of the votes
properly cast by Representatives present in person or by proxy provided that such
majority shall be at least a majority of the number of votes required to constitute a
quorum for action on such matter except where a different vote is required by law,
the Articles of Organization or these By-laws. Any election by members shall be
determined by a plurality of the votes cast by the Representatives entitled to vote
at the election. No ballot shall be required for such election unless requested by a
Representative present or represented at the meeting and entitled to vote in the
election.
3.11. Special Action . Any action to be taken by members may be taken without a
meeting if all Representatives with respect to all memberships consent to the
action by writing filed with the records of the meetings of the members. Such
consent shall be treated for all purposes as a vote at meeting.
Section 4. BOARD OF DIRECTORS
4.1. Number and Election. The members annually at their Annual Meeting shall fix
the number of Directors and shall elect the number of Directors, so it is not less than
13. At any special or regular meeting, the members may increase the number of
Directors and elect new Directors to complete the number so fixed; or they may
decrease the number of Directors, but only to eliminate vacancies- existing by reason
of the death, resignation, removal or disqualification of one or more Directors. A
Director must be a Residence Lot owner.
4.15 Compensation . The Board of Directors has the authority to hire and compensate
contractors, vendors, and employees including a Property Manager and the Treasurer
may be compensated. Said compensation should be included in the financial
statements presented to the Members at the Annual Meeting.
4.2. Tenure. Each Director shall hold office for three (3) years and until a successor is
elected and qualified or until the Director sooner dies, resigns, is removed or becomes
disqualified. Directors may be re-elected, but may not serve more than three (3)
consecutive terms. In the event that there are no candidates to succeed a Director
who is term limited, with Board approval, the Director may stand for re-election for
one additional term.
4.3. Powers . The affairs of the corporation shall be managed by the Directors who
shall have and may exercise all the powers of the corporation, except those powers
reserved to the members by law, the Declaration, Articles of Organization, or these
By-laws.
4.4. Committees.
4.4. A. The Directors may elect or appoint one or more committees and
may delegate to any such committee or committees any or all of their
powers. All standing, ad hoc, and other committees of the Association
must be compromised of at least three members, all of whom must be
property owners. Unless the Directors otherwise designate, committees
shall conduct their affairs in the same manner as is provided in these By-
laws for the Directors. The members of any committee shall remain in
office at the pleasure of the Directors.
4.4.B. The Directors shall appoint the members of the Architectural
Approval Committee and shall have the right to remove members of such
committee as provided in Article III of the Declaration. The President of
the Board of Directors or a designee shall serve as chairperson of the
Approval Committee. The Approval Committee shall consist of five (5)
members. Three (3) members shall constitute a quorum
4.5. Suspension or Removal . A Director may be suspended or removed with or
without cause by the affirmative vote of Representatives having a majority of the
total number of votes to which all the memberships in the corporation are then
entitled. The Directors shall not have the power to remove any Director, with or
without cause.
4.6. Resignation . A Director may resign by delivering a written resignation to the
President, Treasurer or Secretary of the corporation, to a meeting of the
Representatives or Directors or to the corporation. Such resignation shall be
effective upon receipt (unless specified to be effective at some other time) and
acceptance thereof shall not be necessary to make it effective unless it so states.
4.7. Vacancies . The members or Directors may fill any vacancy in the Board of
Directors except a vacancy resulting from enlargement, which may be filled only
by the members. Each successor shall hold office for the unexpired term or until
the individual sooner dies, resigns, is removed or becomes disqualified. The
Directors shall have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number.
4.8. Regular Meetings. Regular meetings of the Directors may be held at a
physical location and, shall be held at least quarterly. Directors may attend by
way of conference call, if not in person. Meeting notices shall be publicized and
Members may attend the meetings of the Board at any time
4.9. Special Meetings . Special meetings of the Directors may be held at any time,
at a place certain, and may occur via conference call, when called by the President
of the Board of Directors or by three (3) or more Directors.
4.10. Call and Notice .
4.10. A. Regular Meetings . Notice shall not be required for regular
recurring meetings of Directors, provided that reasonable notice (i) of the
first regular meeting following the determination by the Directors of a
recurring meeting schedule, was provided to all Directors (ii) specifying
the purpose of any regular meeting or amendments to these By-laws are to
be considered shall be given to each Director, and (iii) shall be given as
otherwise required by law, the Declaration, Articles, these By-laws.
4.10. B. Special Meetings . Reasonable notice of the time and place of
special meetings of the Directors shall be given to each Director. Such
notice need not specify the purposes of a meeting, unless otherwise
required by law, the Declaration, Articles, or these By-laws or unless there
is to be considered at the meeting (i) contracts or transactions of the
corporation-.with interested persons, or (ii) amendments to these By-laws.
4.10. C. Reasonable and Sufficient Notice . Unless an emergency requires
shorter notice, except as otherwise expressly provided, it shall be
reasonable and sufficient notice to a Director to send notice by mail at
least 5 business days, or electronic or telephonic communication at least
48 hours before the meeting addressed to him at his normal business, or
electronic address before the meeting. The above does not preclude the
giving of notice in any other way reasonably suited to provide reasonable
and sufficient notice of the meeting.
4.10. D. Waiver of Notice . Whenever notice of a meeting is required, such
notice need not be given to any Director if a written waiver 'of notice,
executed by him (or his attorney thereunto authorized) before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A waiver of notice need not
specify the purposes of the meeting unless such purposes' were required to
be specified in the notice of such meeting.
4.11. Quorum. At any meeting of the Directors, a majority of Directors in office
constitutes a quorum. Any meeting may be adjourned by a majority of the votes cast
upon the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
4.12. Action by Vote. When a quorum is present at any meeting, a majority of the
Directors present and voting shall decide any question, including election of officers,
unless otherwise provided by law, the Declaration, the Articles, or these By-laws.
4.13. Action by Writing . Any action required or permitted to be taken at any meeting of
the Directors may be taken without meeting, if unanimously all the Directors consent to
the action in writing and the written consents are filed with the records of the meeting of
the Directors. Such consents shall be treated-for all purposes as a vote of a meeting of the
Board.
4.14 Procedure at Meetings. Robert’s Rules of Order, Revised, as modified by rules and
regulations of the Board of Directors, shall be observed in conducting the business of the
Board. The Directors may adopt rules and regulations necessary for the conduct of its
meetings, including meetings of the Representatives, and at any meetings of the Board.
The President may enforce the rules and regulations of the Board of Directors to the
extent necessary to preserve order.
5. OFFICERS
5.1. Enumeration . The officers of the corporation shall be a President, a Vice President, a
Treasurer, a Secretary or Clerk, and such other officers as may from time to time be
determined by the Directors.
5.2. Election and Vacancies. The President, Vice President, Treasurer and Secretary
(Clerk) shall be elected annually by the Directors at their first meeting following the
Annual Meeting of the members, or the special meeting held in lieu thereof. The
Directors at such meeting or at any other meeting may choose other officers. The
Directors at any meeting may fill any vacancy at any time existing in any office.
5.3. Qualification. All Officers of the Board must be Directors.
5.4. Tenure. Except as otherwise provided by law, the Declaration, the Articles, or by
these By-laws, the President, Vice President, Treasurer and Secretary shall hold office
until the first meeting of the Directors following the next Annual Meeting of the-
members or the special meeting held in lieu thereof, and thereafter until his successor is
chosen and qualified. Other officers shall hold office until the first meeting of the
Directors following the next annual meeting of members, or the special meeting held in
lieu thereof, unless a shorter term is specified in the vote choosing or appointing them.
5.5. Removal. The Directors may suspend or remove any officer with or without cause by
a vote of a majority of the entire number of Directors then in office, at a special meeting
called for such purpose, provided that an officer may be suspended or removed for cause
only after reasonable notice and opportunity to be heard by the Board of Directors prior
to action thereon.
5.6. President. The President shall preside at all meetings of the members. The President
shall be the chief executive officer of the corporation except as the Board of Directors
may otherwise provide. It shall be the President’s duty and have the power to see that all
orders and resolutions of the Directors are carried into effect. The President shall from
time to time report to the Directors all matters within his knowledge, which the interests
of the corporation may require to be brought to its notice. The President shall perform
such duties and have such powers additional to the foregoing, as the Directors shall
designate.
5.7. Vice President . In the absence or disability of the President, the Vice President shall
perform the powers and duties.
5.8. Treasurer. The Treasurer shall, subject to the direction of the Directors, have general
charge of the financial affairs of the corporation and shall cause to be kept accurate
financial records. The Treasurer shall have custody of all funds, securities, and valuable,
documents of the corporation, except as the Directors may otherwise provide. The
Treasurer shall promptly render to the President and to the Directors such statements of
transactions and accounts as the President and Director respectively may require. The
Treasurer shall perform such duties and have such powers additional to the foregoing as
the Directors may designate.
5.9. Secretary (Clerk) . The Secretary shall record in official files, kept for the purpose all
votes and proceedings of the members and Directors. The Secretary shall have custody
and care of the original or attested copies of the Declaration, the Articles, and the By-
laws. The Secretary will update those official documents as amendments duly voted and
approved; and shall convey the updated documents to all Members. The Secretary shall
also keep a record of the names and addresses of all the Representatives and Directors.
All such records, minutes, documents, and such list of names and addresses of
Representatives and Directors shall be kept in Oak Bluffs, MA, and shall be open at all
reasonable times to for inspection or review by Representatives. The Secretary shall
perform such duties and have such powers additional to the foregoing as the Directors
shall designate
5.9A. In the absence of the Secretary from any meeting of the members or the
Directors, the Assistant, if one is elected, or, if there be more than one, the -one
designated for the purpose by the Representatives or Directors, otherwise a
Temporary Secretary designated by the person presiding at the meeting, shall
perform the duties of the Secretary. Each Assistant Secretary shall have such
other powers and perform such other duties as the Directors may from to time
designate.
5.10 Resignation. Any officer may resign by delivering a written resignation to
the President, Vice- President, Treasurer or Secretary of the corporation, to a
meeting of the members or Directors or to the principal office of the corporation.
Unless the resignation specifies otherwise, the resignation shall be effective upon
receipt and need not be accepted in order to be effective.
.
6. EXECUTION OF PAPERS
6.1. Except as the Directors may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made ' accepted or endorsed by
the corporation shall be signed by the President and the Treasurer.
7. PERSONAL LIABILITY
7.1. The members, Representatives, Directors and officers of the corporation
shall not be personally liable for any debt, liability or obligation of the corporation.
The Corporation will maintain directors and liability insurance for all Directors.
All persons, corporations or other entities extending credit to, contracting with, or
having any claim against, the corporation, may look only to the funds and
property of the corporation for the payment of any such contract or claim, or for
the payment of any debt, damages, judgment or decree, or of .any money that may
otherwise become due or payable to them from the corporation.
8. AMENDMENTS
8.1. These By-laws may be altered, amended or repealed in whole or in part by
vote of a majority of the Directors then in office, except with respect to any
provision thereof which by law, the Declaration, the Articles, or these By-laws
requires action by the Members. Not later than the time of giving notice of the
meeting of members next following the making, amending, or repealing by the
Directors of any By-laws, notice thereof stating the substance of such change
shall be given to all Representatives. The members may after, amend or repeal
any by-laws adopted by the Directors or otherwise and may also adopt, alter,
amend, or repeal any provision which by law, the Articles or Organization or
these by-laws requires action by the members, or which the members may
otherwise choose to alter, amend, adopt, or revoke. Notwithstanding the foregoing,
however, these by-laws may not be altered or amended in such a way as to cause
them to be inconsistent with the Declaration.
9. SIGNATURES AND CERTIFICATION
9.1. I certify that the foregoing are the true and correct By-laws, together with all
amendments thereto, of the Meadow View Farms Property Owner's Association,
Inc.
Dr. Ronald Childs, President
Approved: September 23, 2013
Board Vote: 11 – yes, 1 - absent