Bylaws of the Middlesex Beach Association
(as adopted April 12, 2008 and amended September 2009)
WHEREAS, owners of lots in Middlesex Beach, a subdivision located in Baltimore Hundred, Sussex County, Delaware, are members of the Middlesex Beach Association (“Association”), a Delaware non-stock corporation, and, as members of said corporation, governed by a set of corporate Bylaws; and
WHEREAS, the Bylaws for the Association have not been previously recorded at the Office of the Recorder of Deeds, in and for Sussex County, Delaware; and
WHEREAS, with this recording, the Association hereby places the Bylaws for the Association, as previously amended in years past, ofrecord with the Office of the Recorder of Deeds, in and for Sussex County, Delaware; and
WHEREAS, any members of the Association who desire to review the amendment history of the Bylaws prior to this recording may do so by contacting a member of the Board of Directors for the Association or the Association’s property management company.
NOW THEREFORE, the Middlesex Beach Association hereby places of record the following Bylaws of Middlesex Beach Association:
ARTICLE I – THE ASSOCIATION
1.1: DEFINITION OF ASSOCIATION, DEVELOPMENT AND LOT
Middlesex Beach Association (the “Association”), a Delaware not for profit corporation is a real estate development in Baltimore Hundred, Sussex County, Delaware as shown upon the original Subdivision Plot thereof bearing the approval of the Association and recorded in the Office of the Recorder of Deeds for Sussex County at Georgetown, Delaware or as the same may be amended from time to time as herein provided (the “Development” and each lot therein, a “Lot”) as restricted by the Restrictive Covenants as the same are recorded in the Office of the Recorder of Deeds, aforesaid, from time to time (collectively, the “Restrictive Covenants”).
SECTION 1.2: THE SEAL
The Association shall have a corporate seal which shall have thereon inscribed the name of the Association, the year of incorporation and the words “Incorporated Delaware”.
ARTICLE II – THE MEMBERS SECTION
2.1: DEFINITION OF MEMBERS
The Members of the Association (the “Members”) shall be those persons as from time to time are the owners in freehold of lots in the Development as evidenced (absence competent evidence to the contrary) by deeds recorded in the Office of the Recorder of Deeds, aforesaid. A person who owns more than one lot is entitled to proportionate voting and proportionate levies per lot. Where more one Lot is owned by more than one person, then the each such owner shall be a Member, but there shall be only one (1) vote per Lot and fractional voting shall not be permitted.
SECTION 2.2: THE MEMBERSHIP REGISTER
A Membership Register shall be maintained listing all the Members with the primary name and address to which Notices shall be given and the MBA Street Address to which their membership is appurtenant. It shall be the obligation of each new Member to notify the Secretary of the Association of their newly acquired status, but information may be accepted from other sources. The Membership Register shall be prima-facie evidence of the names and addresses of each Member in the absence of competent evidence to the contrary. The Membership Register may contain such other information as the Board may from time to time determine.
SECTION 2.3: CLOSING OF THE MEMBERSHIP REGISTER
The Membership Register shall be closed for a period of twenty (20) days immediately preceding the date of any meeting of the Members or the date of obtaining the consent of Members for any purpose unless the Board of Directors shall fix a shorter period of time and such Membership Register as of the date of its close shall be the record date for the determination of who is entitled to Notice and to vote or give consent.
SECTION 2.4: REGULAR MEETINGS OF MEMBERS
The Spring Meeting of the Members shall be held on the first Saturday in May (or if such day is a holiday, then next succeeding day not a holiday) at such time and place as is specified in the Notice of the Meeting. The End of summer Meeting of the Members shall be held on the Saturday immediately preceding Labor Day (and if such day is a holiday, then the next succeeding day not a holiday) at such time and place as is specified in the Notice of the Meeting. Twenty percent in number of the Members, in person or by proxy, shall be necessary to establish a quorum, but less than a quorum may adjourn from time to time to days certain to obtain a quorum. At the Spring Meeting, the Members shall vote upon the assessment recommended by the Board of Directors as stated in the Notice of the Spring Meeting. At the End of Summer Meeting, the Members shall elect to the Board of Directors from the list of those natural persons nominated by the Nominating Committee appointed by the President of the Association, those natural persons who have been nominated by any Member in writing to the President of the Association prior to the twentieth day preceding the Fall Meeting and those natural persons who have been nominated from the floor at the End of Summer Meeting. Those nominees for the Board of Directors receiving the highest number of votes present at the End of Summer Meeting, in person or by proxy, equal to the number of vacancies to be filled shall be deemed elected to the Board of Directors. At the Spring Meeting and the End of Summer Meeting the Members shall vote upon such other matters as may be properly brought before such Meeting.
SECTION 2.5: SPECIAL MEETINGS OF THE MEMBERS
Special Meetings of the Members shall be called for any lawful purpose:
- at any time by the President;
- on the request in writing to the President or by vote of a majority of the Board of Directors; or
- on the request in writing to the President of the Members owning a majority of the Lots in the Development.
SECTION 2.6: NOTICE OF MEETINGS
All meetings of the Members shall be held on not less that fourteen (14) days prior written Notice mailed, postage prepaid, to the addresses of the Members then appearing on the Membership Register which shall set forth the date, time and place of such meeting.
SECTION 2.7: PROXIES
Members may vote by proxy signed and dated by the Member but no proxy shall be voted more than one (1) year after its date unless it provides for a longer period or is coupled with an interest.
ARTICLE III – BOARD OF DIRECTORS SECTION
3.1: NUMBER AND CLASSES
The Board of Directors of the Association shall be composed of nine (9) members, eight (8) of whom are elected by the Members and the ninth shall be the immediately preceding past President of the Association who is not continuing to serve on the Board of Directors after their election as President shall have expired; provided, however, if such person who otherwise would serve as the Previous Officer of the Board of Directors otherwise is serving on the Board of Directors or is unavailable, then the Board of Directors shall choose any previous officer of the Association to serve as such ninth member of the Board of Directors to serve until such time as an immediate past President or preceding past President of the Association is available and is willing to serve. All members of the Board of Directors shall have equal voting rights. The eight elected members of the Board of Directors shall be divided into two (2) classes of four (4) members each to serve for two (2) year terms so that four (4) members of the Board of Directors shall be elected each year.
SECTION 3.2: VANCANCIES
If a vacancy occurs on the Board of Directors for whatever reason, the remaining members of the Board of Directors, even though less than a quorum, shall have the right to fill the vacancy by a majority vote of the members of the Board of Directors then in office.
SECTION 3.3: THE RESPONSIBILITY AND AUTHORITY OF THE BOARD OF DIRECTORS
The Board of Directors shall have the full responsibility and authority to manage the property, business and affairs of the Association and shall have, in addition to such responsibility and authority as are hereinafter expressly conferred on it, alt such powers as may be exercised by the Association, subject to the provisions of the Laws of the State of Delaware, the Association’s Certificate oflncorporation, the Association’s Restrictive Covenants and these a Specifically, the Board of Directors, shall have the following powers which are by way of illustration and not of limitation:
To purchase or otherwise acquire property, rights or privileges for the Association upon such terms and conditions as they may deem proper;
To pay for such property, rights or privileges in whole or in part with money, indebtedness or exchange of other property of the Association;
To create, make and insure mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every other act and thing necessary to effectuate the same;
To appoint officers, agents, clerks, assistants, factors, employees and trustees and to dismiss them at its discretion, to fix their duties and emoluments and to change their duties and emoluments from time to time and to require such security for the faithful performance of their work as it may deem proper;
To confer on any officer of the Association the power of selecting, discharging or suspending its employees;
To determine by whom and in what manner the Association’s bills, notes, receipts, acceptances, endorsements, releases, contracts or other documents to which the Association may become a party shall be signed;
To approve or disapprove any supplemental plot plan of the Development on behalf of the Association and to cause approved supplemental plot plans to be recorded in the Office of the Recorder of Deeds, aforesaid; and
To enforce the Restrictive Covenants and to require Members to abide by the same.
SECTION 3.4: MEETINGS OF THE BOARD OF DIRECTORS
As soon thereafter following the Fall Meeting of the Members as is convenient, the newly constituted Board of Directors, including the members of the Board of Directors just elected, shall have a reorganization meeting for the purpose of reorganization, the election of officers and the transaction of such other business as may come before the meeting of the Board. If this reorganization meeting is held immediately following the Fall Meeting of the Members of the Association, no Notice of such meeting shall be required. If the reorganization meeting cannot be held immediately following the Fall Meeting of the Members of the Association, then it shall be held at such time and place as may be specified in the call of the reorganization meeting by the President of the Association then in office. Regular, in-person meetings of the Board of Directors shall be held at least six (6) times per year at such times and places as the Board of Directors may from time to time fix. The reorganization meeting described above shall not be included in and shall be in addition to the six (6) regular meetings mandated by the preceding sentence. Additional regular meetings of the Board of Directors may be held during the year as the Board of Directors may deem necessary. Directors may attend such additional regular meetings by electronic means, as permitted by general corporate law and Section 3.6 of these Bylaws. Special meetings of the Board of Directors may also be called by the President on not less than ten (I 0) days prior written Notice to each Director and shall be called by the President in like manner upon the written request of three (3) members of the Board of Directors to the President. A majority of the Directors in office shall constitute a quorum at all meetings of the Board of Directors, but less than a majority may adjourn from time to time without further Notice until a quorum is obtained. The year for purposes of this Section 3.4 shall begin when a new Board of Directors is elected at the Fall Meeting.
SECTION 3.5: EXECUTIVE AND OTHER COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors may elect by a majority of the whole Board of Directors an Executive Committee composed solely of members of the Board of Directors and other such committees composed of anyone as the Board of Directors may deem appropriate and the President shall appoint the following Standing Committees:
- Audit, Budget and Finance,
- Community Facilities,
The Executive Committee shall have five (5) members and Standing Committees shall each have three (3) members and other committees shall have such number as the appointing authority deems appropriate. The Executive Committee and each Standing Committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors as requested by it. The Executive Committee shall exercise all powers of the Board of Directors between meetings of the Board of Directors, regular and special, where the President is of the opinion that immediate action is appropriate, other than the power to fill vacancies on the Executive Committee or the Board of Directors or to make, alter or amend the By Laws of the Association. The committees shall fix their own rules of procedure; provided, however, that with respect to the Executive Committee a majority of its members shall constitute a quorum and any action taken by the Executive Committee shall require the affirmative vote of an absolute majority of the all members of Executive Committee whom the President has been able to contact. Members of the Executive and Standing Committees shall receive no compensation or reimbursement for serving.
Subject to the limitations provided elsewhere in these Bylaws, one (1) or more Directors may participate in and vote during any regular or special meeting of the Board by telephone conference call, video conference, fiber optics, or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and those Directors so participating shall be deemed present at such meeting. Any such meeting at which a quorum participates shall constitute a meeting of the Board.
ARTICLE IV – OFFICERS SECTION
4.1: THE OFFICERS OF THE ASSOCIATION
The Board of Directors shall elect from among its member, by the vote of an absolute majority, from time to time, the Officers of the Association which shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as it may deem appropriate. All Officers shall be natural persons and any one person may hold any number of offices other than the Secretary who may not also be a President or a Vice-President. The Officers shall hold their office until their successors are elected and qualified in their stead. Any Officer elected by the Board of Directors may be removed from officer with or without cause by the vote of an absolute majority of the Board of Directors. If an office becomes vacant, the vacancy shall be filled by vote by an absolute majority of the Board of Directors.
SECTION 4.2: THE PRESIDENT
The President shall be the chief executive officer of the Association; shall preside at all meetings of the Members and the Board of Directors; and shall have the general and active management of the business and affairs of the Association. The President shall see that all orders and resolutions of the Board of Directors are carried into effect and execute all instruments, in the name of the Association, when authorized to do so by the Board of Directors or Executive Committee. The President shall have general supervision and direction of other officers of the Association and shall see that their duties are properly performed. The President shall submit a report of the operations of the Association for the year to the Directors at their meeting in May and to the Members at the Spring Meeting. The President shall be ex-officio a member of all Standing Committees and shall have the general duties and powers of supervision and management usually vested in the office of the president of a corporation. No person shall hold the office of President for more than two (2) consecutive terms.
SECTION 4.3: THE VICE PRESIDENTS
The Vice-President, or the Vice-Presidents in the order designated by the Board of Director, shall be vested with all the powers and required to perform all the duties of the President in his absence or disability and shall perform such other duties as may be prescribed by the Board of Directors.
SECTION 4.4: THE PRESIDENT PRO TEM
In the absence or disability of the President and the Vice-Presidents, the Board of Directors may appoint, even though less than an absolute majority, from their own number a President Pro Tern.
SECTION 4.5: THE SECRETARY
The Secretary shall attend all meetings of the Association and the Board of Directors. The Secretary shall act as clerk thereof and shall record all the proceedings of such meeting and shall, when approved by the next following meeting of the Association or Board of Directors, as the case may be, lodge the same with the other minutes of the Association. The Secretary shall give Notice of all meetings of the Members and the Board of Directors and shall perform such other duties as shall be assigned by the President, the Board of Directors or the Executive Committee.
SECTION 4.6: THE TREASURER
The Treasurer shall have the custody of the funds and securities of the Association, shall keep full and accurate accounts of receipts and disbursements in books (or other media) belonging to the Association and shall deposit all monies and other valuable effects of the Association in the name of and to the credit of the Association in such depositories as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, the Executive Committee or the President. taking proper receipts for such disbursements and shall render to the President and the Board of Directors and account of all transaction and the financial condition of the Association as the Board of Directors may require and at the regular meeting of the Board of Directors next preceding the Spring Meeting for the year then ended. The Treasurer shall give such fidelity bond in such amount and with such security as may be requested by the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the return to the Association of all books, papers, vouchers, money and other property of whatever kind belonging to the Association which came into his possession. The Treasurer shall perform such other duties as the Board of Directors, the Executive Committee or the President may from time to time prescribe or require.
SECTION 4.7: DELEGATION OF DUTIES OF AN OFFICER
In the case of the absence or disability of any officer of the Association or for any other reason deemed sufficient by an absolute majority of the Board of Directors, the Board of Directors may delegate the powers and duties to any other officer or any member of the Board of Directors for the time being.
ARTICLE V – FISCAL YEAR
The fiscal year of the Association shall begin on the first day of April each year.
ARTICLE VI – NOTICES
Notices required to be given under these By-Laws to any Member of the Association, member of the Board of Directors or Officer, may be given in writing by depositing the same in the United States Postage Service in a prepaid envelope addressed to such Member, Director or Officer at the address set forth in the Membership Registry (or such address as may have been otherwise given by one who is not a Member) and shall be deemed to have been given at the time the
Notice is deposited. Any Notice otherwise required may be waived in writing or by attendance at the meeting for which the Notice was sent (unless such attendance is solely for the purpose of objecting to the Notice) whether before or after the time stated.
ARTICLE VII – AMENDMENTS OF BY-LAWS
These By-Laws may be amended, altered, repealed or restated by the vote of an absolute majority of the members of the Board of Directors at any regular meeting of the Board of Directors or at any special meeting called for that purpose provided that a copy of such proposed amendment, alteration, repeal or restatement has been provided to the members of the Board of Directors with a Notice of the meeting which is to consider the same, the Board of Directors reserving the right to change such proposal at it deems appropriate.
Adopted: April 12, 2008. Amended: September 2009