FINAL DRAFT 12/20/12                          COUNTRY CLUB ESTATES ASSOCIATION                                 OF SOUTH BU...
owned or leased by the association, other than individually owned property.   6."Assessment"/Dues: money due the associati...
B. Meetings of the membership:      1. Annual Meeting: The annual meeting shall be conducted by the president ofthe associ...
(1) A statement of thezeneral nature of any proposed amendment tothe declaration or bylaws;                (2) Any budget ...
(f) The ineffectiveness of a good faith effort to deliver notice by an authorized        means does not invalidate action ...
(b) If only one of multiple homeowners is present, that owner is entitled to cast thevote allocated to that home unless th...
for or against the action.         (d) When the association delivers the ballots, it shall also:                 (1) Indic...
C. Vacancy: A vacancy on the Board of Directors shall be filled by a majority vote of theremaining directors.D. Successors...
Board of Directors shall individually or collectively consent, in writing, to such action.Any such written consent shall h...
(4) May impose charges for late payment of assessments and, after notice and ahearing, may impose reasonable fines for vio...
accordance with these By-Laws.(13)   Enforce by legal means, the provisions of the Articles of Association, theseBy-Laws. ...
(18) The executive board shall not:          (a) Amend the declaration, except as provided in 27A VSA. 2-117.          (b)...
annually by the Board of Directors at the annual meeting of each new Board ofDirectors and shall hold office for two years...
G.Treasurer. The reasurer shall have the responsibility for the associations funds andsecurities and shall be responsible ...
(1) a list of the names and addresses of its current executive board members and       .officers           (g) its most re...
(4) An association may charge a reasonable fee for providing copies of any records under thissection and for supervising_t...
ARTICLE VIII — GENERAL PROVISIONSA.Severability: The invalidation of any provision of these By-Laws shall not effect any o...
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Final draft by laws 12-20-12

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Final draft by laws 12-20-12

  1. 1. FINAL DRAFT 12/20/12 COUNTRY CLUB ESTATES ASSOCIATION OF SOUTH BURLINGTON, VT, INC. BY-LAWSIntroduction: The declaration or the Country Club Estates Association (CCEA) consists of theArticles of Association, Deeds for the common land, Covenants, and By-Laws. The CCEA By-Laws were adopted in 1969. Changes to the Vermont Common Interest Ownership Act whichbecame effective on January 1, 2012 make it necessary to update this document. These By-Lawsare amended effective - - - .Changes to our original document are underlined and whereappropriate reference the CCEA Articles of Association and the Vermont Common InterestOwnership Act, (Title 27A VSA) Definitions: 1. Property: Real Estate described in a deed and located in the area known as Country Club Estates in South Burlington, VT 05403 a. Each property is allowed one (1) vote for the conduct of business of the Country Club Estates Association b. Each property will be assessed and equal share of the funds approved by the members of the Association for the conduct of its business. 2. Home: For the purpose of these By-Laws the terms home and property are synonymous 3. Homeowner: an individual whose name appears on the deed to a property located in thearea known as Country Club Estates in South Burlington, Vermont. 4. Member: Homeowner of property in the area known as Country Club Estates SouthBurlington, Vermont. 5. "Common elements" in a planned community: any real estate within a planned community 1
  2. 2. owned or leased by the association, other than individually owned property. 6."Assessment"/Dues: money due the association by each homeowner pursuant to the budget adopted by the Country Club Estates Association. 7. Special Assessment: money due the association by each homeowner pursuant to a vote of the membership to meet a specific need. 7. 27A VSA: Title 27A: Vermont Common Interest Ownership ActCCEA: Country Club Estates Association 8. Budget Year: 1 July — 30 June ARTICLE. I - MEETINGS OF THE MEMBERSHIP A. Membership: (1)..Eaeh homeowner shall be a member of the Association whether such ownership is joint, in common, or in the entirety. 12). Voting eligibility is established by each homeowner providing the secretary their contact information and a statement that they own a property at a specific address within Country Club Estates. The South Burlington Grand List will be the document used to confirm ownership. (3). Each homeowners property shall have one vote on all matters requiring a vote of the members of the association. (27A VSA, 3-110 [2]). (4). Members are required to pay annual dues. Dues are included in the budget, voted on at the annual meeting, and are due on July 1St of each year. Members failings° pay their dues may lose privileges afforded to other members, will not be eligible to receive a Resale Certificate, and in extreme cases may be subject to having a lien placed on their property (27A VSA, 3-116). The Association may not suspend a members right to vote or prevent the member from seeking election as an officer of the association. (27A VSA, 3-102 (18). 2
  3. 3. B. Meetings of the membership: 1. Annual Meeting: The annual meeting shall be conducted by the president ofthe association or, in the absence of such officer, by any other officer of theassociation or by a temporary chairman of the meeting elected by the members thenpresent.The purpose of the annual meeting shall be the election of the Board ofDirectors of the association, and the adoption of a budget, together with such othermatters as may be placed on the agenda by the Board of Directors of the association orby the members of the association then present. The annual meeting of the associationshall be held during the month May each year. The budget adopted at the AnnualMeeting shall be for the period beginning July 1 st and ending on June 30 th. 2. Special meeting: The president may call a special meeting of the association if thepresident so desires, and shall call a special meeting of the association if directed to do soby a resolution of the Board of Directors of the association or by a petition signed by notless than t went y (20%) percent of the members of the association. Any such specialmeeting shall be conducted within thirty (30) days of any Board resolution or the deliveryof any petition requiring such meeting. If the association does not notify the members of aspecial meeting within 30 days after the requisite number or percentage of the membersrequest the secretary to do so, the requesting members may directly notify all the membersof the meeting. Only matters described in the meeting notice may be considered at a specialmeeting.27A VSA, 3-108(a) (2) 3. Requirements applicable to member meetings: (a) The association shall notify the members of the time, date, and place of each annualor special meeting of the members not less than 10 days or more than 60 days before themeeting date. Notice may be by any means authorized in 27A VSA - 3-121 as described insubparagraph (7) The notice of any meeting shall state the time, date, and place of themeeting and the items on the agenda, including: 3
  4. 4. (1) A statement of thezeneral nature of any proposed amendment tothe declaration or bylaws; (2) Any budget changes; and (3) Any proposal to remove an officer or member of the executive board. (4) The minimum time to give notice may be reduced or waived for ameeting called to deal with an emergency. (5) Agenda items for the annual meeting must be submitted ten (10) daysprior to the meeting. Requests by members for a special meeting must include specificagenda items. (6) Members must be given a reasonable opportunity at any meeting tocomment regarding any matter affecting the common interest community or the association. (7) The clerk of the association shall mail or cause to be mailed or deliveredto each member of the association a notice of the place, date, hour, and purpose orpurposes of each annual or special meeting of the association and shall deliver any noticerequired to be given by the association under this title to any mailing or electronic mailaddress a member designates. Otherwise, the association may deliver notices by: (27AVSA, 3-121) (a) hand delivery to each homeowner; (b) hand delivery, United States mail postage paid, or commercially reasonable delivery service to the mailing address of each home; (c) electronic means, if the homeowner has given the association an electronic address; or (d) any other method reasonably calculated to provide notice to the homeowner. (e) The notice shall be mailed or delivered at least ten days before the scheduled date of the meeting and shall be deemed to have been received on the date mailed. Notice may be sent electronically to members who have authorized the Board to utilize this means of communication. telephonic, video, or email, or other conferencing process, if the meeting notice states the conferencing process to be used and provides information explaining how members may participate in the conference directly or by meeting at a central location or conference connection; and the process provides all members the opportunity to hear or perceive the discussion and to comment. (27A VSA, 3-108) 4
  5. 5. (f) The ineffectiveness of a good faith effort to deliver notice by an authorized means does not invalidate action taken at or without a meeting. (Added 2009, No. 155 (Adj. Sess.), § 39, eff. Jan. 1, 2012.)C. Place of Meetings. Meetings of the association shall be held at such place within the City ofSouth Burlington or the City of Burlington as shall be convenient to the members of theassociation and shall be designated by the president of the Board of Directors.D. Quorum. Except as otherwise provided in these By-Laws, the presence in person, byabsentee ballot, or by proxy, of association members equaling twenty (20%) percent ormore of the votes of the association shall constitute a quorum for all meetings of theassociation.(27A VSA. 3-106(7),If any meeting of the association cannot be held becausea quorum has not attended, the members having a majority of the votes present at suchmeeting in person, by absentee ballot, or by proxy. shall have power to adjourn themeeting from time to time, without notice other than announcement at the meeting, until aquorum as aforesaid shall be present or be represented.E. Voting: I. At any duly convened meeting at which a quorum is present more than fifty (50%) percent of the votes held by the members of the association present at the meeting in person, by absentee ballot, or by proxy, shall be required to adopt any resolution or decision. The vote of a majority of the voting power present shall decide any question brought before such meeting and such vote shall be binding upon all members, unless the question is one that upon express provision of the Statute, the Articles of Association sor these By-laws, a different Vote is required. In such case, express provisions shall govern and control. (27A VSA, 3-1 I (b) p)). 2. At a meeting of the members, the following requirements apply: (27A VSA, 3-110(b) (a) Members who are present in person may vote by voice vote, show of hands.,standing, or any other method for determining the votes of members, as designated by theperson presiding at the meeting. 5
  6. 6. (b) If only one of multiple homeowners is present, that owner is entitled to cast thevote allocated to that home unless the owners who are absent indicate their objection inwriting prior to the meeting. (c) Subject to subsection (a) of this section, a member may vote by absentee ballotwithout being present at the meeting. The association promptly shall deliver an absenteeballot to an owner that requests it if the request is made at least three days before thescheduled meeting. Votes cast by absentee ballot must be included in the tally of a vote takenat that meeting. (d) When a member votes by absentee ballot, the association must be able to verify thatthe ballot is cast by the homeowner having the right to do so. (e) Except as otherwise provided in the declaration or bylaws, the followingrequirements apply with respect to proxy voting: (1) A members vote may be cast by a duly executed proxy signed by the member. (2) A member may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the association. (4) A proxy is void if it is not dated or purports to be revocable without notice. (5) A proxy is valid only for the meeting at which it is cast and any recessed session of that meeting. (6) A person may not cast proxies representing more than five percent (5%) of the votes in the association. 3. Unless prohibited or limited by the declaration or bylaws, an association may conduct a vote without a meeting. In that event, the following requirements apply: (27A VSA 3-110 ) d ( (a) The association shall notify the members that the vote will be taken by ballot. (b) The association shall deliver a paper or electronic ballot to every member entitled to vote on the matter. (c) The ballot must set forth each proposed action and provide an opportunity to vote 6
  7. 7. for or against the action. (d) When the association delivers the ballots, it shall also: (1) Indicate the number of responses needed to meet the quorum requirements ., (2) State the percent of votes necessary to approve each matter other than election of directors; (3) specify the time and date by which a ballot must be delivered to the association to be counted, which time and date may not be fewer than three days after the date the association delivers the ballot; and (4) Describe the time, date, and manner by which a member wishing to deliver information to all members regarding the subject of the vote may do so. (e) Except as otherwise provided in the declaration or bylaws, a ballot can not berevoked after delivery to the association by death or disability or attempted revocation by theperson that cast that vote. (f) Approval by ballot pursuant to this subsection is valid only if the number of votescast by ballot equals or exceeds the quorum required to be present at a meeting authorizingthe action. ARTICLE II - BOARD OF DIRECTORS, SELECTION, TERM OF OFFICEA. Number, Term: The Board of Directors shall be composed of a minimum of three(3) members and not more than seven (7) members at elected large. Each member of theBoard of Directors must he a membet% or the designated agent of a member that is aassociation or other legal entity.in 1986, two directors shall be elected to two year termsand two directors shall be elected to one year terms. Thereafter, two directors shall beelected to two year terms in each year.B. Election: Election to the Board of Directors shall be by a plurality of the ballots cast.Election shall be from any slate of nominations drawn by a nominating committee and/or bynominations from the floor. 7
  8. 8. C. Vacancy: A vacancy on the Board of Directors shall be filled by a majority vote of theremaining directors.D. Successors: All directors elected shall hold office until their respective successors shallhave been elected by the association.E. Officers: The Board shall elect the officers for the association which shall be a President, VicePresident, Clerk (Secretary), and Treasurer. Assistant secretaries and treasurers may be appointedas the directors deem necessary and appropriate.F.Assistants. Assistant secretaries and/or treasurers need not be members of the association.G.Board Meetings. The Board shall meet at the call of the President or Vice President, if thepresident is absent, or by request of two of the 3 Board members, or by the written request oftwenty (20%) percent of the members of the association.H. Notice of Board Meetings. At least twenty-four (24) hours notice of a meeting of the Board ofDirectors shall be given, provided, that notice of any directors meeting shall be waived if alldirectors are present. (1) Meetings shall be open to the homeowners except during executive sessions. Theexecutive board and those committees may hold an executive session only during a regular orspecial meeting of the board or a committee. No final vote or action may be taken during anexecutive session. An executive session may be held only to: (27A VSA, 3-108(b)(1) (a) consult with the associations attorney concerning legal matters; (b) discuss existing or potential litigation or mediation, arbitration, or administrativeproceedings; (c) discuss labor or personnel matters; (d) discuss contracts, leases, and other commercial transactions to purchase orprovide goods or services currently being negotiated, including the review of bids orproposals, if premature general knowledge of those matters would place the association ata disadvantage; or (e) prevent public knowledge of the matter to be discussed if the executive board orcommittee determines that public knowledge would violate the privacy of any person.I. Action Without Meeting: Any action by the Board of Directors required or permittedto be taken at any meeting may be taken without a meeting if all of the members of the 8
  9. 9. Board of Directors shall individually or collectively consent, in writing, to such action.Any such written consent shall he filed with the minutes of the proceedings of the Boardof Directors.J. Quorum; At all meetings of the Board of Directors, three directors shall constitute aquorum for the transaction of business and the votes of a majority of the directorspresent at a meeting at which a quorum is present shall constitute the decision of theBoard of Directors. ARTICLE III - POWERS AND DUTIES OF THE BOARD OF DIRECTORSA. Powers and Duties. The Board of Directors shall have all the powers and dutiesnecessary for the administration of the affairs of the association and may do all such actsand things that are not prohibited by law, including the following: (1) Prepare budgets in accordance with 2 7A,V SA,3 -1 23 and present it at the Annual meeting. Unless at that meeting a majority of all members present in person, by absentee ballot, or by_proxy reject the budget, the budget is ratified, whether or not a quorum is present. If a proposed budget is rejected, the budget last ratified by the members continues until the members ratify a subsequent budget. (27 VSA, 3-123(a) (2) The executive board, at any time, may propose a special assessment. (27A, VSA, 3- 123(b) The assessment is effective only if the executive board follows the procedures for ratification of a budget described in subsection (a) and the homeowners do not reject the proposed assessment. (3) If the executive board determines by a two-thirds vote that a special assessment is necessary to respond to an emergency: (27A, VSA, 3-123(c) ) (a.) the special assessment becomes effective immediately in accordance with the terms of the vote; (b.) notice of the emergency assessment must be provided promptly to all members; (c) the Board shall spend the funds paid on account of the emergency assessment only for the purposes described in the vote. (27A VSA 3-123 (c )). 9
  10. 10. (4) May impose charges for late payment of assessments and, after notice and ahearing, may impose reasonable fines for violations of the declaration, bylaws, and rulesof the association.(27A VSA, 3-102(11))(5) May impose reasonable charges for the preparation and recordation of amendments tothe declaration, resale certificates required by section 4-109 of this title, or statements ofunpaid assessments. (27A VSA 3-102(12)(6) May provide indemnification for its officers and executive board and maintaindirectors and officers liability insurance. (27A VSA, 3-102(13)(7)Provide for the operation, care, upkeep, and maintenance of all of the property and servicesof the association.(8) Designate, hire and dismiss the personnel necessary for the maintenance,operation, repair and replacement of the associations property and provide servicefor the property and, where appropriate, provide for the compensation of suchpersonnel and for the purchase of such equipment, supplies and materials to be usedby such personnel in the performance of their duties, which they deem necessary andappropriate.(9) Collect assessments/dues f r om a s so c i a t i o n members. deposit theproceeds thereof in bank depositories and use the proceeds to carry out the operationof the association and the administration of the property.(10) Make and amend administrative rules and regulations governing the details of theoperation and care of the associations property.(11) Open bank accounts on behalf of the association and designate the signatoriesthereon.(12) Make, or contract for the making of, repairs, additions and improvements to allalterations of the property, and repairs to and restoration of the property, in 10
  11. 11. accordance with these By-Laws.(13) Enforce by legal means, the provisions of the Articles of Association, theseBy-Laws. the administrative rules and regulations adopted there under, and theCountry Club Estates, South Burlington, Vermont Protective Covenants.(14) Obtain and carry insurance against casualties and liabilities, and pay thepremium therefore; and adjust and settle any claim there under.(15) Keep books with detailed accounts in chronological order or the receipts andexpenditures affecting the association, specifying and itemizing the expense ofmaintenance and repair of the associations real and personal property and any otherexpenses incurred.Such books shall be available for the examination by members ofthe association, their duly authorized agents and attorneys, upon reasonable noticeduring general business hours on work days, at the time and in the manner set andannounced by the Board bf Directors for the general knowledge of all associationmembers.All books and records shall be kept in accordance with good accountingpractices and shall be audited not less than bi-annually by an independent accountantor bookkeeper.(16) Borrow money on behalf of the association as required in connection withthe operation, care, upkeep and maintenance of the association and its property,provided, however, that the consent of at least two -thirds of the members of theassociation obtained at a meeting dul y called and held for such purpose inaccordance with the other provisions of these By-Laws shall be required to borrowany sum in excess of $1,000.(17) Do such other things and acts not inconsistent with 27A VSA, 3-1 02, theArticles of Association, and these By - Laws, as the Board of Directors may beauthorized to do by resolution of the association. 11
  12. 12. (18) The executive board shall not: (a) Amend the declaration, except as provided in 27A VSA. 2-117. (b) Amend the bylaws; (c) Terminate the common interest community; (d) Elect members of the executive board, but may fill vacancies in its membership for the unexpired portion of any term, or, if earlier, until the next regularly scheduled election of executive board members; or le) Determine the qualifications, powers. duties, or terms of office of executive board members (27A VSA, 3-103(b))B. Managing agent: The Board of Directors may employ for the association amanaging agent at compensation to be established by the Board of Directors andincluded in the annual budget of the association.C. Liability of the Board of Directors. The officers and members of the Board ofDirectors shall not be liable to the association for any mistake of judgment. negligentor otherwise, except for their own willful misconduct or had faith. The association shallindemnify and hold harmless each of the officers and directors from and against allcontractual liability to others arising out of contracts made by the officers of the Boardof Directors on behalf of the association unless any such contract shall remain in badfaith or contrary to the provisions of the Vermont not -for-profit corporation statute, theArticles of Association, or these By-Laws.Officers and members of the Board ofDirectors shall have no personal liability with respect to any contract made by them onbehalf of the association. Every agreement made by the officers, the Board ofDirectors. or the managing agent of the association on behalf of the association. shall ifpossible provide that the officers, the members of the Board of Directors, or theirmanaging agent, as the case may be, are acting only as agents for the association andshall have no personal liability there under. ARTICLE IV — OFFICERS AND THEIR DUTIESA. Election of Officers and Term. The officers of the association shall be elected 12
  13. 13. annually by the Board of Directors at the annual meeting of each new Board ofDirectors and shall hold office for two years and until their successors are duly electedand qualified unless they sooner resign, or shall be removed, or otherwise disqualifiedto serve.B.Resignation And Removal. Any officer may be removed from office with or withoutcause by the Board of Directors. Any officer may resign at any time by giving writtennotice to the Board, the president, or the clerk.Such resignation shall take effect o n thedate of receipt of such notice or at any later time specified therein, and unless otherwisespecified therein_ the acceptance of such resignation shall not be necessary to make iteffective_C. Vacancies.A vacancy in any office may be filled by the appointment of the Board ofDirectors. The officer so appointed to such vacancy shall serve for the remainder of the term of theofficer he pr. she replaces.D. President. The President shall be the chief executive officer of the association:shall preside at all meetings of the association and of the Board of Directors; andshall have all of the general powers and duties which are incident to the office ofPresident of a association organized under the Vermont Common interest OwnershipAct, Title 27A, V S A including, without l imitation, the power to appointcommittees from among the association members from time to time as the presidentmay in his or her discretion decide is appropriate to assist in the conduct of theaffairs of the association.E. Vice President. The Vice President shall take the place of the President andperform the duties of the President whenever the president shall be absent or unable toact.The Vice President shall also perform such other duties and shall from time to timebe delegated to him by the Board of Directors or by the Preklent.F. Clerk. The Clerk shall serve as the Secretary of the association, shall keep theminutes of all meetings of the association and of the Board of Directors, shall havecharge of such books and records as the Boa rd of Directors may direct, shall maintaina register setting forth the place to which all notices to association members andothers shall be delivered; and in general shall perform all duties incident to the officeof Secretary of an association organized under 27A VSA. 13
  14. 14. G.Treasurer. The reasurer shall have the responsibility for the associations funds andsecurities and shall be responsible for keeping full and ac c u r a t e financial recordsand books of account showing all receipts and disbursements and for the preparationof all required financial data; shall make disbursements on behalf of the associationupon consent of the Board of Directors and be responsible for the deposit of allmonies and other valuable effects in the name of the association. its Board ofDirectors, or managing agent, in such depositories as may from time to time bedesignated by the Board of Directors; shall prepare an annual statement of income andexpenses to be presented to the associations members at their annual meeting and ingeneral perform all of the duties incident to the office of treasurer of an associationorganized under 2 7A V S A.H. Assistant Secretaries and Treasurers: Any and all assistant: clerks and/or treasurersmay be appointed by the Board of Directors shall serve in place of the associationssecretary and/or treasurer if said officer is unavailable and shall assist the secretaryand/or treasurer as directed by the Board of Directors. ARTICLE V — ASSOCIATION RECORDS(1) Association records: An association shall retain the following: (27A, VSA, 3-118) (a) detailed records of receipts and expenditures affecting the operation andadministration of the association and other appropriate accounting records; (b) minutes of all meetings of its members and executive board other than executivesessions, a record of all actions taken by the members or executive board without a meeting, anda record of all actions taken by a committee in place of the executive board on behalf of theassociation; (c) the names of members in a form that permits preparation of a list of the names of allmembers and the addresses at which the association communicates with them, in alphabeticalorder showing the number of votes each member is entitled to cast; (d) its original or restated organizational documents, if required by law other than thistitle, bylaws and all amendments to them, and all rules currently in effect; (e) all financial statements and tax returns of the association for the past three years; 14
  15. 15. (1) a list of the names and addresses of its current executive board members and .officers (g) its most recent annual report delivered to the secretary of state; (h) financial and other records sufficiently detailed to enable the association to complywith section 4-109 of this title; (i) copies of current contracts to which it is a party; Q) ballots, proxies, and other records related to voting by the members for one yearafter the election, action, or vote to which they relate.(2) All records retained by an association must be available for examination and copying by amember or the members authorized agent: (a) during reasonable business hours or at a mutually convenient time andlocation; and (b) upon five days notice in a record reasonably identifying the specific records of theassociation requested.(3) Records retained by an association may be withheld from inspection and copying to theextent that they concern: (a) personnel, salary, and medical records relating to specific individuals; (b) contracts, leases, and other commercial transactions to purchase or provide goods orservices currently being negotiated; (c) existing or potential litigation or mediation, arbitration, oradministrative proceedings; (d) existing or potential matters involving federal, state, or local administrative orother formal proceedings before a governmental tribunal for enforcement of the declaration,bylaws, or rules; (e) communications with the associations attorney which are otherwise protectedby the attorney-client privilege or the attorney work-product doctrine; (f) information the disclosure of which would violate law other than this title; (g) records of an executive session of the executive board; or (h) members files other than those of the requesting member. 15
  16. 16. (4) An association may charge a reasonable fee for providing copies of any records under thissection and for supervising_the homeowners inspection.(5) A right to copy records under this section includes the right to receive copies byphotocopying or other means, including copies through an electronic transmission if availableupon request by the homeowner.(6) An association is not obligated to compile or synthesize information.(7) Information provided pursuant to this section may not be used for commercial purposes.(Added 1997, No. 104 (Adj. Sess.), § 3, eff. Jan. 1, 1999; amended 2009, No. 155 (Adj. Sess.), §37, eff. Jan. 1, 2012.) ARTICLE VI — COMMITTEES The Board of Directors may, by resolution adopted by the majority of the directorspresent, designate and appoint one or more committees each of which shall consist oftwo or more members of the association. Each committee, to the extent provided in suchresolution, shall have and exercise all of the authority of the Board of Directors properlydelegable by the directors pursuant to Title 27A VSA. The designation and appointmentof any such committee and the delegation thereto of authority shall not operate to relievethe Board of Directors of any responsibility imposed upon it by law. ARTICLE VII —AMENDMENTS TO THE BY-LAWSA.Vote Required. These By-Laws may be amended at any annual or special meeting of themembers, provided that notice of the proposed amendment is given in writing in advance.An amendment is passed if it receives a two-thirds majority of the votes cast by memberswho are present at the meeting, who vote by absentee ballot or by proxy.13. Liniitation.No such amendment shall be valid if it would render the By-Laws of theAssociation contrary to or inconsistent with the requirements of Title 27A VSA.C. Conflict. In the case of any conflict between the Articles of the association, these By-Laws, and Title 27A VSA.the latter shall control. Any provision required to be in these By-Laws under current Vermont law is hereby deemed to be incorporated by reference andincluded herewith. 16
  17. 17. ARTICLE VIII — GENERAL PROVISIONSA.Severability: The invalidation of any provision of these By-Laws shall not effect any otherprovision thereof, and said other provision shall remain in full force and effect.B. Captions.The captions herein are inserted only as a matter of convenience and forreference, and in no way define, limit or describe the scope of these By-Laws or the intent ofany provision thereofC. Waivers: No restriction, condition, obligation or provision contained in these By-Lawsshall he deemed to have been abrogated or waived by reason of any failure to enforce thesame, without respect to the number of violations or breaches thereof which may haveoccurred.D. Notices. All notices, reports. or other items required by these By-Laws to be mailedor delivered to the members of the association shall be addressed and/or mailed ordelivered to the address of each member last appearing on the records of the association,and shall be deemed to have been delivered when so mailed. or in the event of delivery,delivered. Notice may be sent electronically to members who have authorized the Boardto utilize this means of communication.ARTICLE IX — TERMINATION OF A COMMON INTEREST COMMUNITY (27A VSA 2-118) (a) Except in the case of a taking of all common property by eminent domain or in thecircumstances described in 27A VSA: 2-124, a common interest community may beterminated only by agreement of owners of homes to which at least 80 percent of the votes inthe association is allocated or any larger percentage the declaration specifies, and with anyother approvals required by the declaration. The declaration may specify a sm allerpercentage only if all the homes are restricted exclusively to nonresidential uses. (b) An agreement to terminate shall be executed or ratified in the same manner as adeed by the requisite number of owners. The termination agreement shall specify a dateafter which the agreement is void unless it is recorded. A termination agreement and allratifications of it shall be recorded in each town in which a portion of the common interestcommunity is situated. 17

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