Article II: Membership, Voting, Meetings, and Administration
2.1 Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular meeting of the members shall be held on the same day of the same month of each year there after, at the hour of 7:30 o'clock p.m. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. Provided that, the Board may establish a different time and place for such meeting by written notice to all members 10 days prior to the above time, but in any case this meeting must be held within 30 days of the above date.
2.2 Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members owning at least four of the lots and Dwelling Units.
2.3 Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 10 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
2.4 Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, the votes relating to six lots and Dwelling Units or 30 percent, whichever is greater, shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum as aforesaid shall be present or be represented.
2.5 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 before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot or unless otherwise stated on said proxy shall cease 11 months after issuance.
2.6 Voting Rights. The voting rights of Class A and Class B members and the definitions of those membership classes are specified in Articles V of the Articles of Incorporation and Article IV of the Declaration of Covenants and those provisions are by this reference deemed incorporated herein and shall control in all voting 'under these By-Laws.
2.7 Voting by Mail. The Board may decide that voting of the members shall be by mail with respect to any particular election of the Board or with respect to adoption of any proposed amendment to the Declaration or By-Laws, or with respect to any other matter for which approval by owners is required by the Declaration or By-Laws, in accordance with the following procedure:
- In case of election of Board Members by mail, the existing Board members shall advise the Secretary in writing of the names of proposed Board members sufficient to constitute a full Board and of a date at least 50 days after such advice is given by which all votes are to be received. The Secretary within 5 days after such advice is given shall give written notice of the number of Board members to be elected and of the names of the nominees to all owners of each membership. The notice shall state that any such owner may nominate an additional candidate or candidates, not to exceed the number of Board members to be elected, by notice in writing to the Secretary at the specified address of the principal office of the Association, to be received on or before a specified date 15 days from the date the notice is given to the Secretary. Within 5 days after such specified date the Secretary shall give written notice to all owners of a membership, stating the number of Board members to be elected, stating the names of all persons nominated by the Board and by the members on or before said specified date, stating that each owner may cast a vote by mail and stating the date established by the Board by which such votes must be received by the Secretary at the address of the principal office of the Association, which shall be specified in the notice. Votes received after that date shall not be effective. All persons elected as Board members pursuant to such an election by mail by receipt of the number of votes required by applicable law shall take office effective on the date specified in the notice for receipt of such votes.
- In the case of a vote by mail relating to any other matter, the Secretary shall give written notice to all owners of each membership which notice shall include a proposed written resolution setting forth a description of the proposed action, and shall state that such persons are entitled to vote by mail for or against such proposal and stating a date not less than 20 days after the date such notice shall have been given on or before which all votes must be received and stating that they must be sent to the specified address of the principal office of the association. Votes received after that date shall not be effective. Any such proposal shall be adopted if approved by the affirmative vote or not less than a majority of the votes entitled to be cast on such question, unless a greater or less Voting requirement is established by the Declaration or By-Laws for the matter in question.
- Delivery of a vote in writing to the principal office of the Association shall be equivalent to receipt of a vote by mail at such address for the purpose of this section 2.7
2.8 Decisions. The decisions of a majority of the members present or voting by proxy shall be the decisions of the Association at any meeting at which a quorum is present, and if no other voting requirement is set by the Articles, these By-Laws or the Covenants.
2.9 Order of Business. The order of business at all meetings of the owners of apartments shall be as follows:
- Roll call.
- Proof of Notice of meeting or waiver of notice.
- Reading of minutes of preceding meeting.
- Reports of officers.
- Reports of committees.
- Election of Board members (annual meeting only).
- Unfinished business.
- New business.