By-Laws

Table of Contents

Declaration of CC&Rs Rules and Regulations

I. Name and Location

The name of the corporation is The Enclave At Hunter Creek Homeowners’ Association, Inc. (the “Association”). The principal office of the Association is located at 200 Bailey Drive, Suite 204, Stewartstown, PA 1736-3, but meetings of Members and directors may be held at such places within Pennsylvania as may be designated by the Board of Directors.

II. Definitions

1. Association

“Association” means The Enclave at Hunter Creek Homeowners’ Association, Inc., its successors and assigns.

2. Property

“Property” means the property in Conewago Township, York County, Pennsylvania described in Exhibit A and Exhibit B to the Declaration (defined in Article II, Section 7 of these By-Laws) and such additions as may be brought within the jurisdiction of the Association.

3. Common Area

“Common Area” means all real property owned, leased, or licensed by the Association for the common use, benefit, and enjoyment of the Owners as described in Exhibit “C-1” and “C-2” of the Declaration.

4. Lot

“Lot” means any plot of land subject to assessment by the Association and shown upon any recorded subdivision map or plat of the Property, with the exception of the Common Area.

5. Record Owner

“Record Owner” means the record owner, whether one or more persons or entities, of the fee simple or leasehold title to any Lot, including contract sellers, but excluding ground rent owners and those having an interest merely as security for the performance of an obligation or payment of a debt.

6. Declarant

“Declarant” means Cornerstone at Hunters Creek, L.P. (“Cornerstone”) and any successor or assign to whom Cornerstone expressly (i) conveys or otherwise transfers all of Cornerstone’s rights, titles, and interests in the Property as an entirety, without reservation of any kind; or (ii) transfers, or assigns all of Cornerstone’s right, title, and interest under the Declaration, or any amendment or modification of the Declaration.

7. Declaration

“Declaration” means the Declaration of Covenants, Conditions, and Restrictions applicable to the Property and recorded or to be recorded in the Office of the Recorder of Deeds in and for York County, Pennsylvania, and any additions, amendments, or modifications to the Declaration.

8. Member

“Member” or “Members” mean those persons entitled to membership in the Association, as provided in the Declaration.

9. Other

Any other term used in these By-Laws that is not defined in these By-Laws has the meaning given to it in the Declaration.

III. Meeting of Members

1. Annual Meetings

The first annual meeting of the Members will be held at such time as the Class A Membership vote equals the total votes outstanding in the Class B (Declarant) Membership, or no later than five (5) years from the date of incorporation of the Association. Each subsequent regular annual meeting of the Members must be held on the same day of the same month of each year, at a time and place within Pennsylvania selected by the Board of Directors of the Association. If the day for the annual meeting of the Members is a Saturday, Sunday, or a legal holiday, then the meeting must be held on the first day following that is not a Saturday, Sunday, or a legal holiday.

2. Special Meetings

Special meetings of the Members may be called at any time by the President, the Board of Directors, or upon written request of the Members who are (i) entitled to vote one-third (1/3) of all of the votes of the Class A Membership, or (ii) entitled to vote one-third (1/3) of all of the votes of the Class B Membership.

3. Notice of Meetings

Written notice of each meeting of the Members must be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of the notice, postage prepaid, at least fifteen (15) days but not more than sixty (60) days before a meeting to each Member entitled to vote at that meeting, addressed to the Member’s address last appearing on the books of the Association, or supplied by the Member to the Association for the purpose of notice. The notice must specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

4. Quorum

Except as otherwise provided in the Articles of Incorporation, the Declaration, these By-Laws, or applicable law, the presence at the meeting ofMembers or of proxies entitled to cast one-tenth (1/10) of the votes of each class of membership constitutes a quorum for any action. If, however, a quorum is not present or represented at any meeting, the Members entitled to vote at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as required may be present or be represented.

5. Proxies

At all meetings of Members, each Member may vote in person or by proxy. All proxies (other than the proxy given by the Builder to the Declarant pursuant to the provisions of the Declaration) must be in writing and filed with the Secretary. Every proxy (other than the proxy given by each Builder to the Declarant pursuant to the provisions of the Declaration) must be revocable and must automatically cease upon conveyance by the Member of his, her, or its Lot.

6. Voting Requirements

For any act or decision requiring the vote of the Members at a duly held meeting at which a quorum is present, a majority of the votes cast shall be required to approve any such act or decision, except where otherwise provided by applicable law.

IV. Board of Directors; Selection: Term of Office

1. Number

The affairs of this Association will be managed initially by a board of three directors (the “Board of Directors”), who need not be Members of the Association. A majority of the entire Board of Directors is authorized to increase the number of directors to a maximum of seven (7) directors.

2. Term of Office

From and after the first annual meeting of the Members, the term of office of the directors must be staggered. At the first annual meeting the Members must elect one-third (1/3) of the directors for a term of one (1) year, one-third (1/3) of the directors for a term of two (2) years, and one-third (1/3) of the directors for a term of three (3) years. At each annual meeting the Members must elect one-third (1/3) of the total number of directors for a term of three (3) years.

3. Removal

Any director may be removed from the Board of Directors, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation, or removal of a director, his or her successors must be selected by the remaining members of the Board of Directors and must serve for the unexpired term of his or her predecessor.

4. Compensation

A director may not receive compensation for any service he or she renders to the Association, but a director may be reimbursed for actual
expenses incurred in the performance of his or her duties.

5. Action Taken Without a Meeting

The directors may take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of all the directors. Any action so approved has the same effect as though taken at a meeting of the directors.

V. Nomination and Election of Directors

1. Nomination

Nomination for election to the Board of Directors must be made by a Nominating Committee. Nominations may also be made by a Member at the annual meeting. The Nominating Committee must consist of a chairman, who must be a member of the Board of Directors, and two (2) or more other Members of the Association. The Nominating Committee must be appointed by the President of the Association prior to each annual meeting, and the Nominating Committee serves until the close of the next annual meeting. The Nominating Committee must make as many nominations for election to the Board of Directors as it, in its discretion, determines, but not less than the number of vacancies from among Members or non-Members of the Association.

2. Election

Election to the Board of Directors must be by secret, written ballot. 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 Declaration. The people receiving the largest number of votes are elected. Cumulative voting is not permitted.

VI. Meetings of Directors

1. Regular Meetings

Regular meetings of the Board of Directors must be held at least quarterly, at such place and hour as may be fixed from time to time by resolution of the Board of Directors. Should a quarterly meeting fall on a Saturday, Sunday, or a legal holiday, then that meeting must be held at the same time on the next day that is not a Saturday, Sunday, or a legal holiday.

2. Special Meetings

Special meetings of the Board of Directors must be held when called by the President of the Association or by any two (2) directors after not less than three (3) days’ notice to each director.

3. Quorum

A majority of the number of directors constitutes 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 is regarded as the act of the Board of Directors.

VII. Powers, Rights and Duties of the Board of Directors

1. Powers

The Board of Directors may do any one of the following:

  1. adopt and publish rules and regulations governing the use of the Common Area, including any improvements and amenities located on the Common Area, and the personal conduct of the Members and their guests on the Common Area, and to establish penalties for the infraction of the rules and regulations;
  2. suspend a Member’s voting rights or a Member’s right to use any recreational facilities located on any Common Area during any period in which the Member is in default in the payment of any assessment levied by the Association; such rights may also be suspended, after notice and hearing, for a period not to exceed sixty (60) days for any infraction of published rules and regulations or any provisions of the Declaration;
  3. exercise for the Association all powers, duties, and authority vested in or delegated to the Association and not reserved to the Membership by other provisions of these By- Laws, the Articles of Incorporation, or the Declaration;
  4. declare the office of a member of the Board of Directors to be vacant in the event such member is absent from three consecutive regular meetings of the Board of Directors; and
  5. employ a manager, independent contractor, or such other individuals, entities, or employees as they deem necessary and to fulfill their duties.

2. Duties

It is the duty of the Board of Directors to:

  1. cause to be kept a complete record of all its acts and corporate affairs and to present a statement to the Members at the annual meeting of the Members or at any special meeting when such a statement is requested in writing by one-fourth (1/4) of the Class A Members or of the Class B Members who are entitled to vote;
  2. supervise all officers, agents, and employees of the Association, and see that their duties are properly performed;
  3. as more fully provided in the Declaration, to:
    1. fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
    2. send written notice of each assessment to every Owner subject to the annual assessment at least thirty (30) days in advance of each annual assessment period;
    3. foreclose the lien against any Lot for which assessments are not paid within thirty (30) days after the due date of the assessments or to bring an action at law against the Record Owner personally obligated to pay the assessment;
  4. issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid (a reasonable charge may be made by the Board of Directors for the issuance of these certificates; if a certificate states an assessment has been paid, such certificate is conclusive evidence of payment);
  5. procure and maintain adequate liability and hazard insurance on property owned by the Association;
  6. cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate; and
  7. cause to be maintained the Common Area and any other areas shown on the Plat that may be owned by governmental entities who are not maintaining such areas.

VIII. Officers and Their Duties

1. Enumeration of Officers

The officers of this Association must include a President and Vice-President, who must be at all times members of the Board of Directors, a Secretary, and a Treasurer, and such other officers as the Board of Directors may from time to time by resolution create.

2. Election of Officers

The election of officers must take place at the first meeting of the Board of Directors and thereafter at the meeting of the Board of Directors following each annual meeting of the Members.

3. Term

The officers of the Association must be elected annually by the Board of Directors, and each officer holds office for one (1) year unless any officer sooner resigns, is removed, or is disqualified to serve.

4. Special Appointments

The Board of Directors may elect such other officers as the affairs of the Association require, each of whom must hold office for such period, have such authority, and perform such duties as the Board of Directors may, from time to time, determine.

5. Resignation and Removal

Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation takes effect on the date of receipt of notice or at any later time specified in the notice; and, unless otherwise specified in the notice, the acceptance of a resignation is not be necessary to make it effective.

6. Vacancies

A vacancy in any office may be filled by appointment by the Board of Directors. The officer appointed to such vacancy serves for the remainder of the term of the officer he or she replaced.

7. Multiple Offices

The offices of Secretary and Treasurer may be held by the same person. A person may not simultaneously hold more than one of any of the other offices except in the case of offices created pursuant to Section 4 of this Article.

8. Duties

The duties of the officers are as follows:

  1. President. The President must preside at all meetings of the Members and of the Board of Directors and see that orders and resolutions of the Board of Directors are carried out. The President has the authority to sign all leases, mortgages, deeds, and other written instruments and co-sign all checks and promissory notes.
  2. Vice-President. The Vice-President acts in the place and stead of the President, in the event of his or her absence, inability, or refusal to act and must exercise and discharge such other duties as may be required of him or her by the Board of Directors. The Vice-President may also sign all leases, mortgages, deeds, and other written instruments.
  3. Secretary. The Secretary must record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and the Members; keep the corporate seal of the Association and affix it on all papers requiring the seal; serve notice of meetings of the Board of Directors and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and must perform such other duties as required by the Board of Directors.
  4. Treasurer. The Treasurer must receive and deposit in appropriate bank accounts all monies of the Association, and disburse such funds as directed by resolution of the Board of Directors; sign all books of account; cause an annual audit of the Association’s books to be made by a public accountant at the completion of each fiscal year; and prepare an annual budget and a statement of income and expenditures to be presented to the Membership at its regular annual meeting, and deliver a copy of each to the Members.

IX. Indemnification of Officers and Directors

Each officer and director of the Association, in consideration of his or her services, is indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, to which he or she may be a party by reason of being or having been a director or officer of the Association. The foregoing right to indemnification is exclusive of any other rights to which the director, officer, or person may be entitled by law or agreement or vote of the Members or otherwise.

X. Committees

The Association must appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors may appoint such other committees as deemed appropriate in carrying out its purpose.

XI. Books and Records

At all times and during reasonable business hours, the books, records, and papers of the Association must be subject to inspection by any Member. The Declaration, the Articles of Incorporation, and the By-Laws of the Association must be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.

XII. Assessments

As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments as provided in the Declaration. All such assessments to the Association are secured by a continuing lien upon the Lot against which the assessment is made and enforced pursuant to Article IV, Paragraph G of the Declaration.

XIII. Amendments

1. Amendments

These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of two-thirds (2/3) of a quorum of Members present in person or by proxy, except that the Federal Housing Administration, the Veterans Administration, the Department of Housing and Urban Development, or any successor agencies thereto, must approve amendments while there is Class B Membership if any such agency or any successor agencies have approved the Property, any part of the Property, or any Lot for federal mortgage financing.

2. Conflict of Provisions

In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation control and in the case of any conflict between the Declaration and these By-Laws, the Declaration controls.

XIV. Miscellaneous

The fiscal year of the Association may be determined by the Board of Directors in its discretion.