MT. KEMBLE LAKE ASSOCIATION, INC.
BY-LAWS
Revised April 27, 2011
TABLE OF
CONTENTS
Article
I. Name of Corporation
Article
II. Nature of the Community
Article
III. Purpose of the Association
Article
IV. Organization of the Association
Section A. Structure
Section
B. Board of Trustees
Section C.
Officers
Section D. Committees
Article
V. Membership
Section
A. Membership
Section
B. Privileges
Section
C. Voting Rights
Section D. Termination of Privileges and Rights
Article
VI. Suspension of Membership
Section
A. Procedure
Section
B. Suspension of Privileges and Voting
Rights
Section
C. Obligations When Suspended
Article
VII. Dues and Assessments
Section
A. Levying
Section
B. Adoption of Dues and Assessments
Section C. Payment Structure and Computation
Section D.
New Members
Section
E. Notice of Dues or Assessment
Collection
Section F.
Statement of Account
Section
G. Collection of Dues or Assessments
Article
VIII. Member Delinquency of Financial
Obligations
Article
IX. Use of Monies
Section
A. Purposes of Expenditures
Section
B. Expenditures
Section C.
Use of Capital Contributions
Section D. Disbursements
Section E. Examination of Books and Records
Article
X. Meetings
Section A.
– Annual Meeting of the Membership
Section B.
– Special Meetings of the Membership
Section C.
– Notice of Annual or Special Meetings
Section D.
– Meetings of the Board of Trustees
Section E.
– Location of Meetings
Section F.
– Conduct of Meetings
Article
XI. Association Property:
Section
A. Clubhouse Ownership
Section
B. Furnishings and Community Equipment
Article
XII. Rental or Group Use of Community
Facilities
Section
A. Group or Individual Application for
Use or Rental
Section
B. Appeal of Application Approval or
Denial
Article
XIII. Corporate Seal
Article
XIV. Amendments
Article
XV. Indemnification of Officers
ARTICLE I. NAME OF CORPORATION
The
corporate name of this community organization is “Mt. Kemble
Lake Association, Inc.” (Association). The Association is a New Jersey nonprofit
corporation. The Certificate of
Incorporation of Mt. Kemble Lake Community Club was
originally recorded in Book 138 182 of Corporations (NJ). To reduce confusion with Mt. Kemble Lake Country Club, a Certificate of Amendment to
change the name was filed April 18, 1995.
ARTICLE II. NATURE OF THE COMMUNITY
Mt. Kemble Lake (MKL) is a unique residential community
organized and operated to support the interests and concerns of its residents.
Collective efforts of residents are the means by which the resources of the
community are developed, maintained, enjoyed and conserved. The Association is strongly committed to the
principle of community action through individual participation in community
affairs, operations and governance for the good of all who live at Mt. Kemble Lake.
It is the
desire and intent of the Association to fully respect the privacy and inherent
rights of the individual, including those of property ownership and
participation in MKL community activities, without discrimination. This respect of the rights of the individual,
coupled with the opportunity for participation in community affairs, make Mt. Kemble Lake a most desirable place to live.
ARTICLE III. PURPOSE OF THE ASSOCIATION
The purpose
of the Association, through its elected officials, is to enhance the MKL
community by development, use, regulation and conservation of all properties
owned in common by the homeowners via:
- Operating, managing, and
administering the community assets to the greatest extent possible, including
but not limited to maintenance, repairs and replacements thereof.
- Enhancing usage.
- Adopting, and enforcing
diligently and equitably, rules and regulations for use and safety and
establishing appropriate sanctions for non-compliance.
- Equipping the MKL Clubhouse and
other community property to meet the priorities of the Members of the
Association (Members).
- Establishing a commitment to
lake stewardship via the promotion and protection of lake health and vitality.
- Entering into contracts with
third parties, including but not limited to the Lakeshore Company, related to
the functions and services described herein.
The
Association shall have responsibility to administer and govern community
activities. The following functions are
inherent in this responsibility:
- Identifying and conducting such activities as
may be of interest to the Members.
- Providing leadership on joint issues with
other MKL community organizations to assure a coordinated approach toward the
care and use of resources.
- Establishing and maintaining communication
channels to inform the Membership about Association and MKL community actions
and activities.
The
Association shall have the right to exercise all powers necessary or convenient
to effect any of the purposes outlined in this Article
III or elsewhere in these By-Laws.
ARTICLE IV. ORGANIZATION OF THE ASSOCIATION
Section
A. Structure
Respecting
the volunteer nature of candidacy for office, the term of office for Trustees
of the Association is only two years.
The Board of Trustees (Board) shall consist of eleven (11) Members
(unless and until increased as described below), five or six (5 or 6) of whom
are elected each year. Therefore, these
By-Laws are highly structured in order to provide a framework and bridge for
stable governance and continuous maintenance of MKL facilities and activities.
Section
B. Board of Trustees
· Conduct of Business - The Board of the
Association shall be responsible for the conduct of business of the Association
in support of and consistent with the Nature of the Community (Article II) and
the Purpose of the Association (Article III) as described in these By-Laws.
· Adoption of rules and regulations - The
Board shall adopt Rules and Regulations which govern the obligations and
responsibilities of all Members, Inactive Members, residents and guests with
respect to community property and community activities.
1.
Board of Trustees - Elected Trustees shall serve for a term of two (2)
years. In the event that the Board ever
determines that it would be advantageous to add an additional Trustee(s) in
order to carry out the Board’s functions, then the Board may appoint such
additional Trustee(s), who shall serve until the next election, at which time
one or more candidates for a new Board seat(s) shall be nominated for election
for a term of one or two years as determined by the Board, according to the
usual election procedures described below.
2. Nomination of Candidates – By October 1st of each year, the
Board shall appoint a Nominating Committee of five Association Members (none
currently on the Board). Also by October
1st, the Board shall notify all Members of the Association that the Nominating
Committee is soliciting nominations for election to fill the seats of the
Trustees which are or will become vacant by year end. Any Association Member in good standing may
nominate himself or herself, or another Member in good standing who is willing
to run for election. The names of all
such candidates shall be submitted to the Nominating Committee in accordance
with instructions given to the Association Members. In addition, the Nominating Committee itself
will nominate additional candidates as necessary, in order to insure that the
number of candidates running for election exceeds the number of upcoming Board
vacancies by at least one. The names of
all candidates, whether nominated by Association Members or by the Nominating
Committee, shall constitute the candidates to be included on the ballot for
election.
3.
Election of Trustees
· Trustees shall be elected by Association
Members in a written ballot process intended to be concluded before year end.
· By November 1st of each year, the
Secretary of the Association shall provide to the Association Members, by mail,
e-mail or direct delivery, a written ballot containing the names of the candidates nominated for election to the
Board, together with instructions for completing and returning the ballot by a
deadline set by the Board.
· To be valid:
A.
Each ballot must vote for no more than the number of Trustee positions
to be filled.
B.
Each ballot must be returned to the Secretary by the deadline provided
in the ballot instructions.
· The candidates receiving the highest
number of votes are elected to the open Board seats. In the event of a tie, they shall be chosen by
lot.
· Following the receipt and tally of all
ballots, the Board shall notify the Association Members of the results of the
election.
· By December 31st of each year, the
newly elected Board members shall meet with the rest of the existing Board
members in order to elect their officers and to reorganize for the coming year.
4.
Vacancies - Should an elected Trustee die, resign or otherwise become
unable to fulfill their duties before their two-year term expires, the
President with the approval of the remaining Board members may appoint a
replacement from the Membership. At the
next annual meeting, a successor must be elected to serve for the unexpired
term.
Section C.
Officers
Officers of
the Association - The Officers of the Association shall be President, Treasurer
and Secretary, and such others as the Board may determine, each of whom shall
be a Member in good standing (Article V) who has been elected to the Board of
Trustees. Officers shall be elected by
the Board at its reorganization meeting at year end following the election of
new Trustees. The tenure of Officers
shall be for one year or until their successors are elected and shall qualify.
1. President - The President shall:
Conduct
the election of the Operations Committees Chairpersons at the first Board
meeting following the Annual Meeting and with the consent of the Board, shall
appoint Select and Pro Tem Committees as shall be deemed necessary.
Preside
at all meetings of the Association and the Board and enforce all laws and
regulations of the Association.
With one other Officer, sign all written contracts and
written obligations of the Association.
President
Pro Tem - In the absence or incapacity of the President, the Treasurer shall
perform his/her duties. In the absence
of both President and Treasurer, the Board may elect by majority vote a
President Pro Tem from the Board.
2. Treasurer - The Treasurer shall perform the
duties prescribed by Article VII, shall prepare and maintain the financial
books, records and accounts, and make financial reports as directed by the
Board. An Assistant Treasurer and/or a
treasurer’s committee may be appointed by the Board to assist the Treasurer in
carrying out these duties.
3. Secretary – The Secretary shall:
Keep the
minutes and official reports of the Association including a record of all
motions or resolutions adopted, shall maintain the archives of same and shall
perform such other duties as the Board may assign.
Prepare
and distribute all Association Annual and Special Meeting notices including, but
not limited to: purpose, time, date and location, proxy forms, slates of
candidates for election, and agenda in accordance with these By-laws.
Collect
and record all submitted proxies, shall hold roll call and shall announce the
quorum status for all Annual and Special Meetings.
Act as
liaison between the Association, Lakeshore Company and Country Club and the
agent and insurance companies who provide MKL community’s insurance or shall
designate another Member (reporting to the Secretary) to do so.
Be responsible for the Record Room in
the Clubhouse or shall designate another Member (reporting to the Secretary) to
do so.
Section D. Committees
· All
committees with respect to their operations, expenditures and policies shall be
responsible to the Board. The functions
of the committees can be modified or expanded at any time by the Board.
· All
committees shall report on their activities at the Annual Meeting of the
Association.
(All Select
and Pro Tem Committees shall provide reports to be presented at each Board
meeting.
( For any
period that the Association has an agreement to provide any services to the
Lakeshore Company, such services may be performed by an existing or a new
committee(s) of the Association. Such
new committee(s) can be created at any time by the Board of the Association.
1. Operations Committees (OC)
· OC Chairpersons shall be selected by
vote of the Board and must be members of the Board.
· OC members shall serve for a minimum
of two years.
· The Operations Committees shall be
responsible for herein defined maintenance and supervision of MKL community
property and activities designated in these By-Laws to be the responsibility of
the Association. Changes to community
property that is owned by Lakeshore Company shall receive prior approval by the
Lakeshore Board. OC responsibilities shall also include conducting community
activities and providing channels of community communication.
· OC Chairs shall maintain and
periodically update a job description to at least include: responsibilities; a maintenance and task
calendar; a sample budget outline; a list of owned equipment (location of
equipment and manuals, upkeep schedule); a list of vendors with name, address,
phone, types and schedules of services.
· All Operations Committees, except the
Clubhouse Committee, shall consist of a Board Member as Chairperson and at
least two additional Association Members.
The Clubhouse Committee composition is specified under “Section f.
Clubhouse” below.
a. Beaches and Docks Committee - shall have
responsibility for lake stewardship via:
Studying, testing, treating the waters and
maintaining appropriate plant life and aquatic species in Mt. Kemble Lake to optimize the health of the lake.
Maintaining the
docks, beaches, floats and other lake related community property.
Lowering the lake periodically
(authorized by the Board and coordinated with theLakeshore
Company) to enable work on docks, etc.
Arranging and overseeing dredging activities
of the 3 bodies of water that make up the lake as approved by the Board.
Contracting for and
supervising services related to these responsibilities.
b. Grounds Committee - shall have
responsibility for:
Developing and maintaining community
property, such as but not limited to: the tennis court, playgrounds, gardens, trees
and grass areas as well as the clubhouse grounds.
Maintaining all community
signs and signposts except road signs.
Maintaining sight
clearances on community property at road intersections.
Contracting for and
supervising services related to these responsibilities.
c. Roads
Committee - shall have responsibility for the maintenance and repair of
all community roads and access to the
Clubhouse to include:
Snow plowing; road sanding; snow removal
from Clubhouse entries and exits; leaf clearing of roadways; cleaning and
clearing of road drains, culverts and ditches.
Maintaining fire
lanes.
Repairing and periodically
resealing roads.
Closing roads every 5 years to
protect private property status.
Installing and maintaining
road signage.
Creating road patrols for summer and special
events.
Contracting for and
supervising services related to these responsibilities.
d. Community Affairs Committee - shall have
responsibility for:
Providing orientation to the MKL community
for new residents, including:
- Scheduling and conducting orientation
meetings and inviting new residents to same within the first six months of
residency at MKL. Representatives of the
3 MKL Boards shall also be invited to explain their responsibilities.
-
Distributing the most current By-Laws of each MKL organization and the most
current Rules & Regulations of the Association.
-
Explaining the structure and operation of community organizations and
activities, e.g. clean-ups, social events.
Providing and maintaining communications links to and from
the Board and the MKL community including:
-
Publishing and distributing a community newsletter and flyers for special purpose notifications.
-
Publishing and distributing communication lists, e.g., phone numbers, emergency
calling.
- Operating
and maintaining a website or other forms of communication as desired by the
community or the Board.
- Making
these communications resources available to Lakeshore Company and Country Club.
e. Building
Maintenance Committee - shall have responsibility for:
The Clubhouse owned by the
Association.
1. Maintaining the exterior and
interior structure and physical plant including all permanent structures,
appliances, systems and utilities.
2. Contracting for and
supervising services related to these responsibilities.
f. Clubhouse
Committee - The Clubhouse Committee shall consist of an Association Board member as
Chairperson, a member of the Country Club Board and four additional Association
Members (the latter to be appointed by the committee Chair).
· No more than two Members shall be
rotated from the committee in any one year except in the event of resignations.
· The committee shall have
responsibility for:
1. Maintaining the décor, furnishings and
party and food service equipment of the Clubhouse. It shall solicit suggestions from the
Membership regarding these responsibilities.
2. Ensuring the cleanliness of the
facilities after they have been used as well as stocking regular supplies to
support social and other special events.
3. Making specific recommendations to the
Board regarding significant changes to the decor of the exterior and/or
interior of the building, including furniture and fixtures.
· Funding:
All monies donated to the Association by Country Club shall be reserved
for the sole use of this committee, unless otherwise specified by Country
Club. These reserved monies along with
any other funds specifically designated for the purposes of this committee are
to be expended by the Clubhouse Committee, with the approval of the Board,
exclusively to enhance the equipping and use of the Clubhouse. The Clubhouse Committee will be responsible
for the implementation of approved recommendations. In the event of a substantial emergency
affecting the entire community, the Board by majority vote, may elect to use
these reserved funds in support of that emergency.
2. Select Committees
· Select Committees may be appointed by the
Board and shall report to the Board or to any Board-designated Operations
Committee.
· Appointment to Select Committees shall be for a
term of one (1) year with service not to exceed four (4) consecutive years.
· Select Committees shall have a specific
purpose designated and described in a written charge by the Board and shall be
ongoing unless terminated by a two-thirds vote of the Board.
· Select Committees shall include, but not
be limited to, the following:
a. Community Input Committee
· The Community Input Committee shall consist
of one Association Board member, one representative each from Lakeshore Company
and Country Club, and at least four additional Association Members.
· This committee shall systematically
solicit input from the MKL community regarding perceived future community
needs.
· This committee shall report to the Board
via the Association Board member serving on the committee.
b. Environmental Stewardship Committee
(ESC)
· The Environmental Stewardship Committee
shall consist of seven Members of the Association.
· This committee shall research good
environmental stewardship practices and make their findings available to the
Association Membership via brochures, presentations, participatory events, etc.
· This committee shall report to the President
of the Board and shall coordinate their activities with the Grounds and Beaches
& Docks Committees.
3. Committees Pro Tem
· Committees Pro Tem may be appointed by
the Board or by any Officer or by any Operations Committee.
· Committees Pro Tem shall have a
specific purpose designated and described in a written charge by the Board and
shall exist only until completion/satisfaction of that purpose.
· Committees Pro Tem may be terminated
by the Board or by the originating party at any time.
ARTICLE V. MEMBERSHIP
Section
A. Membership – Owners of real property
located within the Mt. Kemble Lake community who are
also owners of stock in the Lakeshore Company are automatically Members of the
Association. Membership is limited to two Members per property. If there is a sole owner, an additional
resident aged 21 or above may be designated in writing to the Board by the
owner as a Member. Any Member who places real property in trust retains voting
rights for that property. Owners of
undeveloped property are Inactive Members.
Section
B. Privileges - Members and Inactive
Members “in good standing” (not suspended), shall be entitled to use all of the
community facilities, except as otherwise specified in Article XII – Rental or
Group Use of Community Facilities:
1. On an annual basis the Board shall issue
badges which permit use of the community facilities to Members in good standing
and whose dues payments are current. The
Board shall establish a uniform number of badges to be issued per
property. Badges must be worn or carried
by all persons when using community recreational facilities and must be
displayed upon request.
2. Members may, temporarily, provide badges to
non-resident family members and close friends to permit them to use the
community facilities. The
badge-providing Member shall be responsible at all times for the safety,
conduct and activities of those persons.
3. All persons shall abide by all applicable Rules
and Regulations when using community facilities.
4. Inactive Members may be granted privileges to
use community facilities as deemed appropriate by the Board.
5. In cases of financial hardship, the Board
may, at its discretion, grant full Member rights to a resident owner of real
property whose dues are not current.
Section
C. Voting Rights - Members in good
standing for each real property shall have the right to attend and vote at
meetings of the Association and to hold office on the Board of the Association.
Section D. Termination of Privileges and Rights - The
voting rights, the right to hold office on the Board and the privileges of a
Member or Inactive Member terminate upon the sale or transfer of title to the
real property. The Member status and
attendant rights and privileges of a non-owning resident Member may be
terminated at any time by the Member/owner upon written notification to the
Board or when the non-owner moves out of the residence.
ARTICLE VI. SUSPENSION OF MEMBERSHIP
Section
A. Procedure - The Board, by a
two-thirds vote, may suspend from Membership any Member or Inactive Member for
violation of the Association Rules and Regulations, for delinquent
dues/assessments or for other misconduct detrimental to the welfare of the
community. Proceedings for such
suspension shall be as follows:
1. Following submission of a written complaint
by any Member to the Board, or upon the Board's own motion, the Board shall
give written notice of the complaint or motion, including a copy thereof, to
the Member or Inactive Member in question and shall give that person at least
ten (10) days notice to appear before the Board to respond to the charges.
2. Any decision by the Board to suspend
Membership shall be submitted in writing to the Member or Inactive member in
question.
3. The Board (with a two thirds vote) may
reinstate Membership at any time at its discretion following correction of the
charges; however, the suspended person may at any time request the Board to
call a Special Meeting of the Association for the purpose of hearing a request
for reinstatement of Membership. A
decision to reinstate shall require a two-thirds vote of the Members present in
person or by proxy.
Section
B. Suspension of Privileges and Voting
Rights - All privileges and voting rights of Membership shall be terminated
during any period of suspension of Membership.
Section
C. Obligations When Suspended– Suspended
Members or Inactive Members remain obligated to pay all dues and assessments
and to comply with the Rules and Regulations of the Association.
ARTICLE VII. DUES AND ASSESSMENTS
Section
A. Levying - Dues and assessments shall
be levied upon the owners of real property in order to maintain and enhance the
MKL community-owned property and to further the purposes of the Association.
Section
B. Adoption of Dues and Assessments -
Annual dues in effect on the date of adoption of these By-Laws shall remain in
effect from year to year until such time as the amount of annual dues is
changed by a vote of two-thirds of the Members present in person or by proxy at
an Annual Meeting or Special Meeting of the Association. One-time assessments must be approved by the
same voting procedures.
Section
C. Payment Structure and Computation -
Dues and assessments shall be computed on the lots of real property within the
Mt. Kemble Lake community, as designated on the
current tax maps of Harding Township, according to the following:
1. Payment of the full amount of dues and
assessments is the responsibility of the owner of real property and must be
paid for each lot, subject to the exceptions in subsections 2, 3 and 4 below.
2. Owners of undeveloped lots, i.e., lots
without a residence, shall pay no dues for an undeveloped lot provided that the
lot remains in a natural, unused state.
Owners of lots having no residence on them but which show evidence of
use including, but not limited to, camping, picnicking, beaching of boats or
parking of vehicles shall pay
fifty-percent (50%) of the amount of dues and assessments for that lot.
3. No dues or assessments shall be paid on any
lots which are owned by the Lakeshore Company.
4. Any Member receiving a deduction on Harding
Township real estate taxes because of age, income or disability, on making a
written request to the Treasurer, will be granted a deduction on the
Association’s dues and/or assessments in an amount to be established
periodically by the Board.
Section D.
New members - In connection with the purchase of any
real property within the Community, the purchaser shall be responsible for the
payment of a contribution to the Association’s capital, determined and
calculated as one times the annual combined dues and assessments of the
Association and Lakeshore Company (based on annualizing the applicable dues at
the date of closing). This capital contribution shall be due and payable in
four equal payments billed as additions to the semi-annual billing cycle of the
Association. This capital contribution
can be prepaid by the purchaser at any time. In the event the purchaser fails
to remit payment to the Association, the payment shall be deemed past due and
shall be collectable in the same manner as any other payment or assessment due
and owing to the Association. Notwithstanding
the foregoing, a capital contribution shall not be imposed or collected from
any purchaser (i) who, at the time of the closing, is
then a Member of the Association, or (ii) acquires the real property as a
result of inheritance or pursuant to a legitimate estate planning transfer. The
foregoing fee will not be imposed until 365 days after the adoption of by-law
change.
Section
E. Notice of Dues or Assessment
Collection- Notice of dues shall be distributed by the Treasurer, at least 30
days in advance of the due date. Dues shall be paid by April 1 and October 1 of
each year (in proportions to be determined by the Board). Any year in which a dues increase is pending
approval at an Annual Meeting (held on the second Friday or Saturday in March),
the April due date shall be extended to allow for 30-days dues notification
following that meeting. Assessments
shall be paid by such date as shall be specified when the assessment is
approved at an Annual or Special Meeting of the Association.
Section
F. Statement of Account - In connection with the purchase of any real
property within the community, the Purchaser shall be deemed to have assumed
the obligations of the Seller to the Association and shall also be responsible
for full payment of all the charges that were outstanding as of the date the
Purchaser acquired the real property.
Upon written request to the Association, a purchaser of real property within the Community
shall be entitled to a written statement of account (the “Statement”) setting
forth, for instance, the amount of any current applicable assessments, fees,
dues and any other charges imposed upon the selling Member, including any
outstanding late charges and costs of collection. If Purchaser fails to obtain
written confirmation that full payment has been made of any such outstanding
amounts due from the selling Member to the Association as of the date Purchaser
acquires the real property, Purchaser shall be responsible for full payment of
all such charges at the time of purchase.
Section
G. Collection of Dues or Assessments -
The Board shall take such steps as are necessary for the collection of all dues
and assessments. Dues and assessments
shall be paid to the Treasurer, who shall maintain records of the receipt and
use of all such funds. Any Member shall
be entitled to review those records on reasonable notice to the Treasurer. The following procedures and policies in
connection with the payment of any and all dues, assessments, common expenses,
fees, late fees, counsel fees, filing fees, charges, and any other payments due
or coming due from any Member to the Association (collectively, “Outstanding
Charge(s)”):
1. Payment Due Date; Late Charge. All installments of dues and assessments
shall, unless otherwise expressly provided, be due and payable on or before
April 1 and October 1 of each year. All
other payments shall be due and payable upon notice thereof or, if expressly
set forth, then upon the date set forth in the notice. The Association is not required to send statements
or reminders of default regarding installments of annual dues or any other
Outstanding Charges.
If any
Outstanding Charge is received by the Association on or before the 10th day following
the date upon which it is due, there will be no late payment fee due and
owing. If any Outstanding Charge is
received after the 10th day following the date upon which it is due, there
shall be due to the Association a late payment fee of twenty-five ($25.00)
Dollars for such late payment. A
separate and additional late payment fee shall also be imposed in connection
with each and every subsequent calendar month during which the Outstanding
Charge remains unpaid, in whole or in part.
Commencing as of and during the second calendar month, the late payment
fee shall be $50.00 for such second calendar month. Commencing as of and during the third
calendar month, the late payment fee shall be $75.00 for such third calendar
month. Commencing as of and during the
fourth calendar month, the late payment fee shall be $100.00 for such fourth
calendar month. Commencing as of and
during the fifth and every subsequent calendar month, the late payment fee
shall be $125.00 for each such calendar month.
2. Demand Letter; Notice of Intent to Accelerate
and File Lien. The Board is authorized
to accelerate the balance of the installments of any dues or any other
Outstanding Charges if the installment has not been paid following its due
date. Accordingly, the Association
representative responsible for the collection of dues or assessments (i.e. its
attorney) is directed, upon the advice of the Board or its managing agent, to
send a demand letter (including a notice of intent to accelerate if the
Outstanding Charge is not paid within a stated period of time, which
acceleration “grace” period shall be not less than 10 days after notice via
registered or certified mail and not less than 5 days after notice via personal
delivery). This notice of intent to
accelerate may not be sent prior to the sixtieth (60th) day following the date
upon which the Outstanding Charge first became due and payable and the notice
shall advise the Member that the balance of the installments of the annual
Assessment shall be accelerated and become due and payable in full. The Member shall be responsible for all
costs for this demand letter, including by way of example and not limitation
title searches, attorney’s fees and filing fees.
3. Lien Filing.
If any Member fails to make full payment of any outstanding dues or
other Outstanding Charge within the 10 day (or, if applicable, 5 day) period
specified in paragraph 2 above, then the Association’s attorney is authorized
and directed, upon advice from the Board, to prepare and file a lien with the
Morris County Clerk. The Member shall
also be responsible for the attorney’s fee for the preparation of the lien and
for any search and recording fees incurred in connection with or as a result of
such lien. The fees and costs provided
for in this paragraph shall be in addition to any other fees, costs, and
expenses imposed in connection with the collection of Outstanding Charges. (The lien shall not be filed until on or
after the 90th day following the date upon which the Outstanding Charge first
became due.) In addition, in its sole
discretion, the Association may notify the holder of any first mortgage
encumbering the delinquent Member’s property of the delinquency and
acceleration and may provide notice of such delinquency to the other Members.
4. Collection Lawsuit. Pursuant to Article VI, Section 3 of the
Bylaws, the Board may commence to foreclose a lien and/or commence a lawsuit to
collect the Outstanding Charges. Accordingly, if any Member fails to make full
payment of any Outstanding Charge within 120 days of the date such charge is
due, then the Association’s attorney is authorized and directed, upon advice
from the Board, to commence a lawsuit against the appropriate parties to
collect said Outstanding Charges and/or is authorized and directed, upon
specific written advice from the Board, to commence foreclosure proceedings
against the appropriate parties to collect said Outstanding Charges.
5. Post Judgment Collection Options. Once a judgment is obtained by the
Association, the following options may, for example, be utilized to satisfy the
judgment: Asset search, rent levy, bank levy, sale of personal property
(including automobiles), wage garnishment and information subpoena. The cost for performing any related searches
and obtaining this information shall be deemed to be a cost of collection and
shall be collectible in the same manner as the Outstanding Charge. The Association’s attorney may be directed by
the Board, prior to obtaining a judgment, to begin gathering information to
pursue any or all of these options.
Failure by the delinquent Member to respond to the information subpoena
may result in the issuance of a warrant for the Member’s arrest. Subsequent apprehension by the Sheriff or
Constable may result in imprisonment until all requested information is
supplied.
6. Application of Payments. Late payments of Outstanding Charges shall be
received and applied in the following order, until exhausted or until the
Outstanding Charges have been paid in full:
first, against late charges; then, against search costs, recording fees
and other miscellaneous costs; then against attorney’s fees, court costs, and
costs of suit; and, finally, against the dues and assessment(s) (commencing
with the most recent dues and assessment and proceeding in reverse
chronological order).
7. Suspension of Privileges. At any time the Member is delinquent in the
payment for fees for more than 30 days, all privileges
appurtenant to being a member of the Association shall be automatically suspended.
(Article VI, Section A is specifically amended to reflect automatic suspension
for nonpayment, but said Section A shall continue in force and effect regarding
misconduct.)
8. Costs of Collection. In addition to the specific costs referenced
above, the delinquent Member shall also be responsible for any and all
attorney’s fees, court costs, costs of suit, and other expenses incurred by the
Association in connection with any Outstanding Charges to the full extent
permitted by the Governing Documents and applicable laws of the State of New
Jersey.
ARTICLE VIII. MEMBER DELINQUENCY OF FINANCIAL
OBLIGATIONS
Dues and
assessments are delinquent if not paid by the dates set forth in Article VII.
Section D above. Delinquent dues shall
be subject to an interest charge equivalent to the maximum permitted by law but
not to exceed 18%, which will accrue on the unpaid amount from the original due
date. The Board may waive such interest
at its discretion in a hardship case, upon request from the Member in question.
Delinquency
of dues or assessments exceeding three (3) months shall be cause for the Board
to begin suspension of Membership proceedings (Article VI). The Board shall use its discretion in
hardship situations (Article V- Section B.5).
When dues or
other financial obligations to the Association are delinquent, the Board may
take all necessary action to collect all that is owed including, but not
limited to, perfecting a lien against the subject property and in the case of a
pending property sale: 1. giving notice to Realtors and prospective purchasers
and their agents and/or 2. requiring the purchaser to
meet the obligation before or at the closing.
ARTICLE IX. USE OF MONIES
Section
A. Purposes of Expenditures - All funds collected
or received shall be used only to further the purposes of the Association for
the benefit of its Members consistent with these By-Laws. No Board member shall receive any salary or
remuneration for service as a Board member.
Section
B. Expenditures
1.
Ordinary Expenditures – The Board shall prepare and be guided by an
Annual Budget to be presented to the Membership at the Annual Meeting. .
2.
Extraordinary Expenditures – Unbudgeted project expenses in aggregate
exceeding $10,000 shall be approved by a majority vote of the Membership.
3. Emergency Expenditures shall be made
at the discretion of the Board.
4.
Section
C. Disbursements – All disbursements
shall be made by checks of the Association.
All Association checking accounts shall be set up requiring the
signatures of any two officers of the Association for checks above $1,000, all
three officers’ signatures being on file at the bank. Checks of up to and including $1,000 may be
written by any of the three officers.
Section D. - Use of Capital Contributions. The Association shall not utilize the capital
contributions to the Reserve Account for general operating expenses. The capital contributions, or portions
thereof, may be used only for improving or maintaining existing infrastructure.
By way of example, capital contributions may be used for the replacement of
roads and related improvements; replacements and capital improvements to
existing common facilities such as any common buildings, the water system;
dredging; and dam repairs. The foregoing expenditures would be included in the
annual budget and must be approved by a majority vote at the annual meeting or
any other meeting of the Association membership where a quorum is present. Use
of Account funds for any other purposes must be approved by two thirds of the
Members of the Association at a meeting where a quorum is present. The forgoing
approval procedures in this section will take the place of any other procedures
for approval listed elsewhere in these bylaws.
To assure compliance with the restrictions and intent
set forth in this Amendment, capital contributions shall be maintained in a
separate reserve account or accounts (the “Account”)
and such Account shall be clearly named and identified as restricted capital
contributions. The Board shall determine which expenditures should be made
based on the approvals described in the foregoing paragraph. The Association
shall establish a committee to be comprised of three Members of the Association
who are not members of the Board. Such
committee shall be responsible for reviewing the Account and Account
information and reporting to the Association at least annually regarding the
status of the Account and any additions or deletions to the balance(s). To minimize the risk of loss of principal,
the Account shall be invested in federally insured account(s) or instruments,
including United States Treasuries (notes or bonds). Therefore, capital contributions shall not be
invested in equities (stock). The Board shall make the decisions on how these
funds should be invested subject to the foregoing restrictions
Section
E. Examination of Books and Records
The Board
is required to have a financial review of the books and records relating to
finances for each fiscal year to be competed each year by June 30th of the
following calendar year by a public accountant or a review committee of Members
(Review Committee). The nature and scope of the review will be at the
discretion of the Review Committee, but shall be sufficient to reasonably
verify that all Member dues, assessments, monies, and disbursements are
properly accounted for. The Review
Committee will consist of two or more non Board Members who will be appointed annually
by the Board. The Review Committee, at its discretion, may require the Board to
retain a licensed public accountant to conduct a review or provide assistance
as needed. The Review Committee or licensed public accountant shall communicate
the results of each review to the Board not later than September 30th noting
the scope and procedures followed and results obtained. The Review shall also
be posted on the community web site.
ARTICLE X. MEETINGS
Section A.
– Annual Meeting of the Membership
The fiscal
year of the Association shall end on December 31st of each year. The Annual Meeting of the Association shall
be held within the first 60 days of each new year, on
a date to be determined by the Board.
Fifteen (15) days notice, in writing, shall be given to all Association
Members by mail, e-mail or direct delivery.
The meeting may be adjourned by a majority of those present. Only Members in good standing shall be
present unless invited by the Board or the President. Only a Member in good standing may hold or
exercise a proxy.
1.
Quorum - If no quorum be present at the Annual Meeting, the presiding
officer shall adjourn such meeting for one week, and from week to week until a
quorum be present. A quorum shall
consist of a majority or more of the Active membership or signed proxies duly
submitted. A quorum must be present to
conduct business of the Association.
2.
Order of Business- At such meeting the order of business shall be:
a. Minutes of previous
Annual Meeting.
b. Reports of Officers and
Committee Chairs.
c. Presentation of the
Annual Budget.
d. New Business.
Section B.
– Special Meetings of the Membership - A Special Meeting of the Membership may
be called by the Board or on request of the President or whenever Members (in
good standing) of the Association shall make written request to the President
of the Board for same, specifying the object of the meeting. The Board shall respond to a Member request
within seven (7) days. Such meeting
shall be held on a date agreed by the Board but with not less than fifteen (15)
days notice to the Membership. No person
not a Member shall be present at such meeting unless invited by the Board.
Section C.
– Notice of Annual or Special Meetings - Unless otherwise provided herein,
fifteen (15) days notice, in writing, shall be given of all Annual or Special
meetings by mail or direct delivery.
Section D.
– Meetings of the Board of Trustees
The Board
shall hold a minimum of ten meetings each year at dates, times and locations at
their discretion. A quorum of the Board
is required to conduct business.
Section E.
– Location of Meetings
1.
Annual and Special Meetings of the Membership shall be held at the
Clubhouse. In the rare instance that the
Clubhouse shall be deemed unfit or unsafe for such meeting, the Board may
select another suitable location
2.
Board and other committee meetings may be held at locations of their
choice.
Section F.
– Conduct of Meetings – All meetings of the Association shall be conducted
according to Roberts Rules of Order.
ARTICLE XI. ASSOCIATION PROPERTY
·
The MKL Clubhouse and the lot on which it sits.
·
Miscellaneous, but not limited to:
Clubhouse appliances, furnishings and various tools, maintenance
equipment and recreational equipment.
Section
A. Clubhouse Ownership - The Clubhouse
and its lot shall be held in the name of the Association. Any conveyance of this property shall be in
the name of the Association by the President and attested by the Secretary or
in the absence of these officers by those delegated to perform their duties as
hereinbefore provided. No conveyance of
this property of the Association shall be made except upon resolution passed by
at least a two-thirds vote of all the Active Members of the Association.
Section
B. Furnishings and Community Equipment
– The purchase, maintenance and use of Clubhouse furnishings and equipment as well
as miscellaneous maintenance and recreational equipment shall be at the
discretion of the Board.
ARTICLE XII. RENTAL OR GROUP USE OF COMMUNITY
FACILITIES
· Community facilities include
Association property and Lakeshore property that is managed by the Association.
Section
A. Group or Individual Application for
Use or Rental
· Members wishing to use or rent the
· The nature and purpose of a group must
be consistent with the Association’s social, recreational and educational
objectives as cited in these By-Laws. “Group” refers to any non-family set of
individuals meeting for a common reason (aerobics, art classes, etc.).
· Board approval of any use or rental shall
not be taken as Board or Membership endorsement of ideologies held by, or
causes promoted by, the renter or participants in the rental.
· User fees; safety and/or promotion
restrictions; and contractual requirements for usage including, but not limited
to, insurance, maintenance and cleaning shall be at the discretion of the
Board.
· Group application for use of the
facilities must be made by an Association Member who is also a member of the
group applying and who will take responsibility for the usage. In the case of a group of minors, the
applicant must be a parent who is an Association Member and who will be in
attendance at all sessions and who will supervise the use, care and cleanup of
the facility.
· Individual application for private, family use
of the facilities must be made by an Association Member who will supervise
setup and cleanup as well as be in attendance at the event.
· Before approving an application for use of
the Mt. Kemble Lake community facilities, the Board
shall give first priority to events of the Association, the Country Club and
the Lakeshore Company: second priority to events honoring or in celebration of
a present Member/s; third priority to events honoring or celebrating a past
Member/s or other residents or non-resident family members of Association
Members. Final priority shall be given
to groups.
Section
B. Appeal of Application Approval or
Denial
1. Appeal of Initial Board Approval or Denial –
Any Member may request a meeting with the Board to discuss the reasons for
approval or denial of a group or individual application to use community
facilities and to request reconsideration of that decision.
2. Appeal of Final Board Approval or Denial –
The final approval or denial by the Board of an application for use of MKL
community facilities may be appealed by a Member to the Membership in the
following steps:
a. Appeals
of approval or denial shall be made in writing to the Board no later than ten (10)
days following Board approval or final denial.
b. The
Board shall, within ten (10) days of receipt of such notice, set a time and
place for a Special Meeting of the Association.
c. The Member appealing shall, at least ten (10)
days prior to the Special Meeting, provide written notice to each Member
including a copy of the application and a copy of any written decision by the
Board along with the date, time and location of the Special Meeting of the
Association.
d. The
Membership at a Special Meeting at which there is a quorum present in person or
by proxy, may upon a majority vote of those present
and by proxy, and in its sole discretion, uphold, reverse or modify such
decision of the Board as it deems appropriate and consistent with these
By-Laws.
ARTICLE XIII. CORPORATE SEAL
The seal of
the corporation shall be circular in form and shall contain the name of the
corporation with the figure "1927" and words "Incorporated, New
Jersey".
ARTICLE XIV. AMENDMENTS
Proposed
amendments to the By-Laws shall be submitted in writing to the Board at least
twenty (20) days before the Annual Meeting or Special Meeting at which they
shall be voted. The Secretary shall add
“Proposal of By-laws Amendment(s)” to the meeting agenda in the meeting
notice. The proposed amendments shall be
distributed, by the proposer(s), in writing to all
Members at least fifteen (15) days before said Annual Meeting or Special
Meeting. Amendments of the By-Laws shall
be made by a two-thirds vote of Members present and represented by proxy.
ARTICLE XV. INDEMNIFICATION OF OFFICERS
The
Association shall indemnify every officer and trustee to the full extent
permitted by Section 15A:3-4 of the New Jersey Nonprofit Corporation Act and to
the full extent otherwise provided by law. Neither the amendment nor repeal of this
provision shall eliminate or reduce the protection afforded by this provision
to an officer or trustee in respect to any matter which occurred, arose or
accrued prior to such amendment or repeal.
In
furtherance of the provisions of this Article of the By-Laws, the Board shall
cause the Association to maintain liability insurance when reasonably
available, indemnifying the trustees and officers of the Association against
liability for errors and omissions occurring in connection with the performance
of their duties, with policy limits and deductible amounts to be determined at
the reasonable discretion of the Board.
Deductible amounts shall be paid by the Association.