Summary of Proposed Changes
The Bylaws of the Middlesex Beach Association, Inc. give direction for how our Board of Directors conducts business, and for the governance of the community. The Bylaws were last revised 2009. The current Board has reviewed the Bylaws in order to make necessary changes, to bring the Bylaws into compliance with the Delaware Uniform Common Interest Ownership Act (DUCIOA) in some instances, and to clarify language. Approval of the changes to the Bylaws is a responsibility of the Board of Directors, but we wanted to share these with the community at large and seek comments and input before we vote on the amended document. Please send any comments to Dave Wiecking at [email protected] or attend the January 18th Board meeting (in person or via Zoom) to provide your comments.
Click HERE for a copy of the CURRENT Bylaws.
Click HERE for a copy of the Bylaws as proposed to be amended.
Click HERE for a redlined copy of the Bylaws as proposed to be amended; note that the above “as proposed to be amended” language is controlling if there are any discrepancies between the exact language of the redlined version and the standalone version.
These are the main changes:
A) SECTION 2.2: THE MEMBERSHIP REGISTER. The section requires each member provide an email address and establishes a Designation of Voting Representative for each lot.
B) SECTION 2.6: NOTICE OF MEETINGS: The change brings the Bylaws into compliance with DUCOIA, permits notice of meetings by email, and changes notice going out 14 days in advance of meetings, to 10 days in advance of meetings.
C) SECTION 2.9: VOTING The amendment allows voting in-person, by proxy or by electronic method.
D) SECTION 3.2: REMOVAL OF MEMBERS OF THE BOARD This section provides a method for removal of a Board member by the Board or by the membership.
E) SECTION 3.4: THE RESPONSIBILITY AND AUTHORITYOF THE BOARD OF DIRECTORS It adds 3.4.9 expressly allowing the Board to delegate tasks to the property manager.
F) SECTION 3.5.1: MEETING PROCEDURES This section provides that the Robert’s Rules Of Order govern the procedures of the Board and member meetings.
G) SECTION 3.5.2: COMPLETION OF BOARD SERVICE This section now provides that board members must return MBA documents and equipment after their service.
H) SECTION 3.6: EXECUTIVE AND OTHER COMMITTEES OF THE BOARD OF DIRECTORS This section now clarifies that the President has the authority to appoint chairpersons of the Standing Committees, and the committees may have 3 or more members as determined by the Chairperson in consultation with the president. The president also has the authority to appoint chairpersons of other committees and the number of members will be determined by the chairperson in consultation with the President.
I) ARTICLE VI – LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS This section provides for indemnity of the MBA directors and officers to the extent permitted by Delaware law.
J) SECTION 7.2: AMENDMENT BY MEMBERS Provides a method for the membership to amend the By-Laws in accord with DUCOIA, in addition to maintaining the Board’s ability to do so.