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Bylaws - Wiltshire at Oxford Homeowners Association
(See the LEGAL DISCLAIMER at the end of this document.)
BY-LAWS
WILTSHIRE AT OXFORD
HOMEOWNERS ASSOCIATION
ARTICLE 1
NAME
1.1 Name. The name of the non-profit corporation is WILTSHIRE AT OXFORD
HOMEOWNERS ASSOCIATION (the “Association”).
ARTICLE 2
PURPOSES AND POWERS; DEFINITIONS
2.1 Purpose. The purposes of the Association are: the ownership, management, operation
and maintenance of certain real estate and the improvements located thereon, situated in
East Noittingham Township, Chester County, Pennsylvania, including the Common
Facilities, Controlled Facilities and Limited Controlled Facilities (as defined in the
Declaration, as hereinafter defined) and the implementation, administration and
enforcement of a certain Amended and Restated Declaration of Covenants, Restrictions
and Easements for Wiltshire at Oxford (“Declaration”), dated October 30, 1998, and
recorded in the Office of the Recorder of Deeds in and for Chester County, Pennsylvania,
on November 2, 1998 in Record Book 4446, Page 1819, with Frost Development
Company, Inc. as the Declarant, as the same may be further hereafter amended, and any
other lawful purpose for which the Association may be conducted on a not-for-profit
basis pursuant to the laws of the Commonwealth of Pennsylvania. Any capitalized terms
used in these By-Laws which are not otherwise defined herein shall have the meanings
ascribed to such terms as set forth in the Declaration.
2.2 Powers. The Association shall have such powers, subject to any restrictions set forth in
the Declaration, as are now, or may hereafter be, granted by the Pennsylvania Non-Profit
Corporation Law of 1988, as amended from time to time, to do and perform the
following:
(a) To own, operate, maintain, insure, repair, restore, manage, improve, regulate and
restrict the Common Facilities, Controlled Facilities and Limited Controlled
Facilities, except as otherwise provided in the Declaration, and all improvements
of any kind whatsoever located thereon;
(b) To maintain the Common Facilities, Controlled Facilities and Limited Controlled
Facilities, except as otherwise provided in the Declaration, in good repair and
make all repairs, restorations and improvements necessary to so maintain said
Common Facilities, Controlled Facilities and Limited Controlled Facilities;
(c) To determine its own expenses and necessary reserves and to raise all monies
required therefore by levying upon and collecting assessments against the
Members (as defined below) and the Lots;
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(d) To establish, promulgate, amend, repeal, distribute, approve, reject and enforce
rules governing the use, occupancy, maintenance and regulation of the Common
Facilities, Controlled Facilities and Limited Controlled Facilities and all
improvements of any kind located thereon;
(e) To enforce the provisions of the Declaration;
(f) To bring, prosecute, defend and settle litigation for or against the Association, and
to satisfy any adverse judgment entered against it;
(g) To otherwise perform and conduct all duties and powers imposed upon or granted
to it by the Declaration, these By-Laws, or any other document relating to the
Association (including the power and duty to enforce the Declaration with respect
to each Lot), or by the East Nottingham Township Zoning and Subdivision and
Land Development Ordinances, as amended;
(h) To take and carry out all actions reasonably necessary and proper to enforce the
provisions of the aforesaid Declaration;
(1) To secure and maintain policies of liability insurance insuring against its liability
in connection with the Common Facilities, Controlled Facilities and Limited
Controlled Facilities; and
(I) To perform any other acts necessary or proper to carry out any of the duties and
obligations of the Association.
2.3 Definitions. Any capitalized term used in these By-Laws but not otherwise defined shall
have the meaning as set forth in the Declaration.
ARTICLE 3
OFFICES
3.1 Initial Office. The Association shall have its initial principal office at 1020 Broad Run
Road, Landenberg, PA 19350.
3.2 Maintain Office. The Association shall have and continuously maintain a registered
office in the Commonwealth of Pennsylvania.
ARTICLE 4
MEMBERSHIP, VOTING RIGHTS AND ASSESSMENTS
4.1 Membership. Each Owner of a Lot, including Declarant, shall be a Member of the
Association at such time as set forth in the Declaration. Each membership shall be
appurtenant to, and not severable from, ownership of a Lot, and shall be held in the name
of the record owner of the Lot, whether or not the Lot is owned jointly, in common or in
any other form of tenancy. Each Lot shall have one, and only one, membership
regardless of the number of co-tenants, joint-tenants, joint-tenants or tenants by the
entireties holding interests in said Lot. The Declarant shall be a Member until the
Declarant’s interest is terminated by selling all of the Lots it owns.
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4.2 Duration of Membership. Each membership shall initially commence upon the
recording of the Declaration. Thereafter, membership shall be transferred to each
successive record Owner of a Lot as the date and hour of the completion of settlement on
the conveyance of a Lot to a new Owner.
4.3 Voting. Members may vote on those items submitted to their vote by the Executive
Board. Each Member shall be entitled to one vote on all matters on which Members are
entitled to vote. Members shall not be entitled to cumulative voting for the election of
Executive Board Members. Except where a higher percentage of votes is required in
these By-Laws or in the Declaration, the vote of the majority of Members shall be
controlling.
4.4 Matters Requiring Vote of Membership. Among other matters that may from time to
time be submitted to the Members for a vote by the Executive Board, the Members shall
in any event be entitled to vote at the annual meeting of the Members of the Association
for the election of Executive Board Members (see Section 4.5), on the amendment of
these By-Laws (see Article 14 hereof), or an amendment of the Declaration.
4.5 Annual Meeting of Association. The annual meeting of the Members of the
Association, beginning in the year in which Declarant Control ends, shall be held no later
than the first Monday of June of each year, at the registered office of the Association or at
such other location as may be determined by the Executive Board and as shall be
designated in the notice of the meeting, for the purpose of electing Executive Board
Members and transacting such other business as may properly be brought before the
meeting.
4.6 Special Meeting of Members. Special meetings of the Members may be called to be
held at the registered office of the Association, or at such other place designated in the
call of the meeting (but not outside of the County of Chester, Commonwealth of
Pennsylvania), at any time by the President of the Association or by resolution of the
Executive Board, or upon written request of Members holding not less than one-fifth
(1/5) of the outstanding voting rights. Upon written request of the Members, as
aforesaid, the Secretary of the Association shall give notice of such special meeting, to be
held as such time as the Secretary may fix, not less than ten (10) no more than sixty (60)
days in advance of the meeting. Upon neglect or refusal of the Secretary to issue such
notice, the Members making the request may do so.
4.7 Notices of Meetings. Notices shall be hand-delivered or sent 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 must 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 or assessment changes; and,
where these By-Laws require the approval of unit owners, any proposal to remove a
director or officer.
4.8 Quorum at Meeting. A quorum shall be deemed to be present throughout any meeting
of the Association if persons entitled to cast at least 20% of the total votes are present in
person or by proxy at the beginning of the meeting.
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4.9 Annual Assessments. Subject to the further provisions of Section 4.10 below, the
assessment levied by the Association pursuant to the Declaration shall be in the form of
annual assessments. The total annual assessment levied by the Association for any year
shall be apportioned equally among the Lots. Annual assessments shall be fixed by the
Executive Board no later than December thirty-first of each year for each succeeding
year. In the event that annual assessments, as part of the Association’s budget, are
disapproved by the Members of the Association, or in the event that the Executive Board
fails for any reason to adopt a budget for any fiscal year, then the regular Assessment for
the immediately preceding fiscal year shall be deemed to continue in effect until a budget
has been adopted by the Executive Board (and not disapproved by the Members) on the
basis of which a new regular Assessment may be determined.
4.10 Special Assessments. In addition to the annual assessments provided for above, the
Association, by an affirmative vote of at least two-thirds of the Members, may levy in
any assessment year:
(i) special assessments applicable to that year only, for the purpose of defraying, in
whole or in part, the cost of any construction, reconstruction or improvement,
unexpected repair, replacement or cost in connection with the operation,
maintenance, repair, restoration, and management of the Community Facilities; or
(ii) assessments for any insufficiency of the annual assessment for a preceding
assessment year to cover the actual costs incurred by the Association in such year.
Any special assessment made pursuant to this Section shall be apportioned equally among the
Lots and the Owners thereof
4.11 Proxy. At any meeting of the Members for the purpose of electing Executive Board
Members, any Member may vote by proxy or by mailing or delivering its ballot to the
Secretary of the Association, so long as the executed ballot or proxy is received at or
before the election meeting.
ARTICLE 5
EXECUTIVE BOARD
5.1 Executive Board. The affairs of the Association shall be governed and conducted by its
Executive Board, which shall initially be comprised of three (3) persons (“Executive
Board Members”), to be elected or appointed in accordance with these By-Laws and
Section 3.03 of the Declaration (for the period of Declarant Control as permitted by the
Act).
a) Not later than 60 days after conveyance of the 25% of the Lots to Owners
other than the Declarant, at least one (1) member one not less than twenty-
five (25%) percent of the Executive Board Members shall be elected by
Lot Owners other than the Declarant.
b) Not later than 60 days after conveyance of the fifty (50%) percent of the
Lots to Owners other than Declarant, not less than thirty-three (33%)
percent of the Executive Board Members shall be elected by Lot Owners
other than Declarant.
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c) Within thirty days prior to the termination of the period of Declarant
Control as provided in the Declaration, the Lot Owners shall elect all three
Executive Board Members, at least a majority of whom shall be Lot
Owners.
d) Except during the period of Declarant Control, Executive Board Members
shall serve for a term of one year, or until their successor has been
appointed or elected.
5.2 Regular Meetings. Regular meetings of the Executive Board shall take place
immediately following the annual meeting of the Association held pursuant to the
provisions of Section 4.5 above, and at such other times as the board may agree. Special
meetings of the Executive board may be called by or at the request of the President of the
Association or any two (2) Executive Board Members. Such special meetings shall be
held at the registered office of the Association or at such other location within the
Commonwealth of Pennsylvania as may be determined by the person calling such special
meeting and as shall be designated in the notice of special meeting.
5.3 Special Meetings. Notice of any special meeting of the Executive Board shall be given
at least five (5) days previously thereto by written notice delivered personally or sent by
first class mail or telegram to each Executive Board Member at his address as shown by
the records of the Association. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed enveloped so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any Executive
Board Member may waive notice of any meeting. The attendance of a Director at any
meeting 3hall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Executive Board
need to be specified in the notice or waiver of notice of such meeting, unless specifically
required by law or these By-Laws.
5.4 Quorum. Two (2) members of the Executive Board shall be necessary to constitute a
quorum for the transaction of business at any meeting of the Executive Board, provided,
that if less than all members of the Executive Board are present at said meeting, any
Executive Board Members present may adjourn the meeting from time to time without
further notice.
5.5 Majority. The act of a majority of the Executive Board Members shall be the act of the
Executive Board, except where otherwise provided by law or by these By-Laws.
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5.6 Vacancy. Any vacancy occurring in the Executive Board, or any membership to be filled
by reason of any increase in the number of Executive Board Members resulting from any
amendment of the Declaration, shall be filled by the Executive Board appointing a
replacement; except that a vacancy in a membership appointed by the Declarant shall be
filled by the Declarant appointing a replacement. An Executive Board Member
appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in
office.
5.7 Removal of Executive Board Members. Executive Board Members may be removed
for dishonesty, incompetence or other good cause shown, by a vote of at least two-thirds
of the Members attending a special meeting called for that purpose. Any such Executive
Board Member shall have the right to speak and present evidence in his defense at the
special meeting prior to any vote being taken on his removal. These removal rights shall
not apply to an Executive Board Member who was appointed by the Declarant.
Executive Board Members appointed by the Declarant serve at the pleasure of the
Declarant and may be removed at any time by the Declarant.
5.8 Compensation. Executive Board Members as such shall not receive any stated salaries
for their services, but by resolution of the Executive Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special meeting of
the Board; provided, that nothing herein contained shall be construed to preclude any
Executive Board Member from serving the Association in any other capacity and
receiving compensation therefore.
5.9 Chairman and Secretary. Meetings of the Executive Board shall be presided over by a
Chairman to be chosen at the meeting. The Secretary of the Association shall act as
Secretary of every meeting, but if the Secretary is not present, the persons present at such
meeting shall choose any person present to act as Secretary of the meeting.
5.10 Action Without Meeting. Subject to the further specific provisions of these By-Laws,
any action required or permitted to be taken at any meeting of the Executive Board may
be taken without a meeting, if prior to such action, a written consent thereto is signed by
all members of the Executive Board and such written consent is filed with the minutes of
proceedings of the Executive Board.
ARTICLE 6
OFFICERS
6.1 Officers. The officers of the Association shall be a President, a Vice President, a
Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the
Board may from time to time authorize. Officers may hold more than one office;
however, the President may not also hold the office of Vice President. The initial officers
of the Association shall be appointed by Declarant and they shall serve until successor
officers are elected by the Executive Board at the first regular annual meeting of the
Board after the period of Declarant Control has ended. The officers shall thereafter be
elected manually by the Executive Board at the regular annual meeting of the Board held
pursuant to, Section 4.5 hereof The officers shall have the authority and shall perform
the duties as set forth in these By-Laws, and as may be prescribed from time to time by
the Executive Board.
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6.2 Officer’s Vacancy. Any vacancy occurring in any office, including any new office to be
created in the future, shall be filled by the Executive Board appointing a replacement. An
officer appointed to fill a vacancy shall be appointed for the unexpired term of his
predecessor in office.
6.3 Removal of Officers. Each officer shall serve at the pleasure of the Executive Board.
Officers may be removed for dishonesty, incompetence or other good cause shown, and
may be also removed at any time by the unanimous vote of the full Executive Board.
6.4 President. The President shall be the principal executive officer of the Association and
shall, in general supervise and control all of the business and affairs of the Association.
He shall preside at all meetings of the Members and of the Executive Board. He may
sign, with the Secretary or any other proper officer of the Association authorized by the
Executive Board any deed, mortgage, bond contract, or other instrument which the
Executive Board has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Executive Board of by these By-
Laws or by statue to some other officer or agent of the Association. In general, the
President shall perform all duties incident to the office of the President and such other
duties as may be prescribed by the Executive Board from time to time.
6.5 Vice President. In the absence of the President or in the event of his inability or refusal
to act, the Vice President shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the President. The
Vice President shall perform such other duties as from time to time may be assigned to
him by the President or by the Executive Board.
6.6 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Executive
Board in one or more books provided for that purpose; (ii) see that all notices are duly
given in accordance with the provisions of these By-Laws or as required by law; and (iii)
be custodian of the Association’s records and of the seal of the Association and see that
the seal of the Association is affixed to all documents, the execution of which on behalf
of the Association under its seal is duly authorized in accordance with the provisions of
these By-Laws.
6.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all
funds of the Association, receive and give receipts for monies due and payable to the
Association from any source whatsoever, and deposit all such monies in the name of the
Association in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of these By-Laws. If required by the Executive Board,
the Treasurer shall give a bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Executive Board shall determine, which cost shall be
an expense of the Association.
6.8 Assistant Treasurer. The Assistant Treasurer shall have the same power and authority
as the Treasurer, such authority to be exercised only at the direction of the President or
Vice President, and only upon the incapacity or unavailability of the Treasurer to perform
such tasks.
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6.9 Assistant Secretary. The Assistant Secretary shall have the same power and authority as
the Secretary, such authority to be exercised only at the direction of the President or Vice
President, and only upon the incapacity or unavailability of the Secretary to perform such
tasks.
ARTICLE 7
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.1 Contracts. The Executive Board may authorize any officer or officers, agent or agents
of the Association, in addition to the officers so authorized by these By-Laws, to enter
into any contract or execute and deliver any instrument in the name of and on behalf of
the Association and such authority may be general or confined to specific instances.
7.2 Checks. All checks, drafts or other orders for the payment of money, and notes or other
evidences of indebtedness issued in the name of the Association, shall be signed by such
officer or officers, agent or agents of the Association and in such manner as shall from
time to time be determined by resolution of the Executive Board. In the absence of such
determination by the Executive Board, such instrument shall be signed by the Treasurer
and countersigned by the President or Vice President of the Association, but in all events,
two (2) different officers must sign the instrument.
7.3 Deposits. All funds of the Association shall be deposited from time to time to the credit
of the Association in such banks, trust companies of other depositories as the Executive
Board may select.
7.4 Gifts. The Executive Board may accept on behalf of the Association any contribution,
gift, bequest or devise for the general purpose or for any special purpose of the
Association.
ARTICLE 8
BOOKS AND RECORDS
8.1 Books and Records. The Association shall keep correct and complete books and records
of account and shall also keep minutes of the proceedings of its Executive Board and
committees having any of the authority of the Executive Board.
ARTICLE 9
FISCAL YEAR
9.1 Fiscal year. The fiscal year of the Association shall begin n January 1 and end on
December 31 in each year.
ARTICLE 10
SEAL
10.1 Corporate Seal. The Executive Board shall maintain a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the Association.
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ARTICLE 11
WAIVER OF NOTICE
11.1 Waiver. Whenever any notice is required to be given under the provisions of the
Pennsylvania Non-Profit Corporation Law of 1988, as amended from time to time, or
under the provisions of the Articles of Incorporation or the By-Laws of he Association, 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 equivalent to the giving of such
notice.
ARTICLE 12
INDEMNIFICATION
12.1 Indemnification. Every person who is or shall be or shall have been an officer,
Executive Board Member, employee, agent or other representative of the Association, or
a personal representative of any of the aforesaid, shall be indemnified by the Association
to the fullest extent allowed by law.
12.2 Insurance. The Association may purchase and maintain insurance on behalf of the
aforesaid persons to the extent authorized by law or by the Declaration. The Association
shall maintain directors’ and officers’ liability insurance for so long as an Executive
Board Member appointed by the Declarant remains on the Executive Board.
ARTICLE 13
DELEGATION OF POWERS OF BOARD AND OFFICERS
13.1 Delegation of Powers of Board. The powers of the Executive Board may not be
delegated to other persons or agents, unless otherwise provided herein or in the
Declaration, but shall be reserved to those individuals who have been duly elected or
appointed as Executive Board Members.
13.2 Delegation of Powers of Officers. The day to day operating authority of the officers,
with respect to the handling of complaints, the enforcement of the provisions of the
Declaration and these By-Laws, the collection of assessments and any applicable fines
and penalties, contracting for the ordinary and necessary maintenance and repairs for the
Community, the payment of ordinary and necessary bills, any and all property
management issues, and such other powers as the Executive Board may by resolution
specifically identify, may be delegated to a managing agent to conduct the ordinary daily
business of the Association.
ARTICLE 14
COMMITTEES
14.1 Discretion of the Board. The Association shall appoint such Committees as are deemed
appropriate in the sole discretion of the Executive Board, said Committees to be
appointed by and in the numbers prescribed by the Executive Board. Such Committees
may consist of:
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(a) A Maintenance Committee which shall advise the Executive Board on all matters
pertaining to the maintenance, repair or improvement of the Property and shall
perform such other functions as the Executive Board in its discretion, determines;
(b) An Architectural Control Committee (the “ACC”) which shall rule upon any
construction, reconstruction, alteration or modification of any Dwelling, garage,
outbuilding, fence or other improvement on any Lot proposed by the Owner of
such Lot and which shall establish rules and regulations governing the procedures
for same, consistent with Article V of the Declaration and subject to the
following:
(i) the Owner of a Lot upon which any of the above improvements are
proposed shall submit to the ACC appropriate plans, specifications and
elevations depicting the style, size and height of the proposed
improvement, the exterior materials and colors to be used in connection
therewith (including roofing materials) and the proposed location thereof
on the Lot (collectively referred to as the “Improvement Application”).
(ii) The ACC shall have the discretion to disapprove any Improvement
Application which the ACC determines is undesirable based upon the
nature, size, style and colors of other Dwellings, garage and other
improvements located within the Community, the proximity of the
proposed improvements to neighboring Dwellings and the general
architectural and aesthetic compatibility of the proposed improvement,
structure, alteration or modification with other similar structures and
improvements constructed or planned for construction on the other Lots
within the Community. The ACC may also consider the visual impact that
such proposed improvements, alterations, modifications or structures may
have on the Owners or occupants of neighboring or nearby Dwellings
within the Community.
(iii) The ACC shall either approve or disapprove, in writing, an Improvement
Application within ninety (90) days of submission of the Improvement
Application to the ACC. In the event that the ACC does not either
approve or disapprove the Improvement Application within the aforesaid
ninety (90) days, the Improvement Application shall be deemed approved.
All plans submitted to the ACC for review may be retained by the ACC
regardless of whether the Improvement Application has been approved or
disapproved.
(c) Such other committees as the Executive Board may create from time to time,
either on a temporary or permanent basis, for the benefit of the Community.
ARTICLE 15
AMENDMENTS TO BY-LAWS
15.1 Declarant Control Period. During the period of Declarant Control, these By-Laws may
only be altered, amended or repealed by vote of by an affirmative vote of at least two-
thirds (2/3) of the Executive Board present at any regular meeting or special meeting of
the Board.
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15.2 Subsequent Periods. After the period of Declarant Control has ended, these By-Laws
may only be altered, amended or repealed, and new By-Laws may be adopted, by the
affirmative vote of at least two-thirds of all Members (and not simply two-thirds of the
quorum at any meeting).
15.3 Restrictions on Amendments. All proposed amendments shall be subject to the
following conditions and restrictions: (i) at least five (5) days written notice must be
given to all Members of the intention to alter, amend or repeal or to adopt new By-Laws;
(ii) no amendment, modification or repeal of any provision of these By-Laws shall be
made which is inconsistent with the provisions of the Declaration; and (iii) the
requirement of at least five (5) days written notice to Members of the intention to so
amend or repeal, as set forth above in this Article, shall not be amended or repealed.
ARTICLE 16
AMENDMENTS TO DECLARATION
16.1 Amendment Procedure. The Declaration may only be amended as provided in Section
9.03 thereof. After any such amendment has been duly adopted, any officers may
prepare, execute, certify and record such amendments to the Declaration on behalf of the
Association.
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