ALPINE LAKE LOT OWNERS ASSOCIATION, INC.

BY-LAWS

ASSOCIATION OBJECTIVES

The Corporation, incorporated in June 1972, is organized and shall be operated as a nonprofit organization to be operated exclusively for the pleasure, recreation, and other nonprofit purposes of the members. No part of the net earnings of this Corporation shall inure to the benefit of any private member or shareholder.

ARTICLE 1: OFFICES

  1. The Registered office of the Corporation shall be 2533 Camelback Avenue, Henryville, PA 18332 until such time as the Board of Directors shall secure another mailing address.

  2. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the Corporation may require.

 

ARTICLE 2: SEAL

  1. The Corporation seal shall have inscribed thereon the name of the Corporation, the year of the organization, and the words “Corporation Seal, Pennsylvania”.

 

ARTICLE 3: MEMBERS

  1. Meeting of the members shall be held at such place or places, either within or outside the commonwealth of Pennsylvania, as may from time to time be selected.

  2. The Annual Meeting of the members shall be held on the second Saturday of June in each year if not a legal holiday, and if a legal holiday, then on the next full business day at 1:00 PM, when they shall elect a Board of Directors and transact such business that may properly be brought before the meeting. If the Annual Meeting shall not be called and held within six months after the designated time, any member may call such a meeting.

 

 

 

  1. Special meetings of the members may be called at any time by the President, or the Board of Directors, or by any 15 members in good standing in the Corporation. At any time, upon written request of any person entitled to call a special meeting, it shall be the duty of the Secretary to call a special meeting of the members to be held at such a time as the Secretary may fix, not less than ten (10) nor more than sixty (60) days after the receipt of the request. If the Secretary shall neglect or refuse to issue such call, the person or persons making the request may do so. Business transacted at all special meetings shall be confined to the subjects stated in the call and matters germane thereto.

  2. Written notice of every meeting of the members, stating the time, place, and object thereof, shall be given by or at the direction of the person authorized to call the meeting, to each member of record entitled to vote at the meeting, at least 10 days prior to the day named for the meeting, unless a greater period of notice is required by statute in particular case. When a meeting is adjourned, it shall be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

  3. A member’s meeting duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person of thirty (30) members in good standing entitled to vote shall constitute a quorum at all meetings of the members for transaction of business except as may be otherwise provided by law or by the articles of incorporation. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to have less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statue, adjourn the meeting to such time and place as they may determine but in case of any meeting called for the election of Directors, those who attended the second of such adjourned meetings, with the required quorum for the purpose of electing Directors.

  4. Except as otherwise provided in the Articles of Corporation, any action which may be taken at a meeting of the members, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the members who would be entitled to vote at a meeting for such purpose, and shall be filled with the Secretary of the Corporation.

  5. A member of the Corporation is hereby defined as an individual person or couples, LLC, sole corporations, or any entity whose names shall appear on deed of record for however many lots they own.

 

  1. Every member in good standing with the Corporation shall be entitled to one vote per lot owned. The nonprofit corporation shares titled in ALLOA shall have the right to vote those shares at the discretion of the Board. *In the event of a tie vote on any matter before the ALLOA member, the President of ALLOA may exercise 1 vote from the lots titled in ALLOA to break the tie. The candidates receiving the highest number of votes up to the number of Directors shall be elected. No member shall sell his/her vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any general or special meeting of the Corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or record to be produced as evidence of the right of the person challenged to vote, and his/her right, title and interest in or to the Corporation or its property, shall cease on the termination of his/her membership.

  2. No member may transfer his/her membership or any right arising there from. A member may cast his/her membership vote by proxy for any purpose on a form authorized by the Board of Directors and secured from the Secretary.

  3. A member will automatically lose his/her right to vote if his/her membership dues or assessments are one (1) or more years in arrears. **Dues will be considered in arrears if not paid by the date of the annual meeting. The right to vote will be restored when all dues or assessments and charges have been paid and certified thereto by the Treasurer. Said member not in good standing also loses all rights to the use of ALLOA facilities until all past dues or assessments are paid up to date.

  4. The Directors, by affirmative vote of a majority of all members of the Board, may suspend any or all privileges of a member of the Association failing to abide by the Rules and Regulations after an appropriate hearing. Voting privileges of any member who is in default in payment of dues, assessments, and violations shall be automatically suspended. A majority of the members of the Board may, by an affirmative vote, reinstate the privileges of such suspended member to membership upon terms as the Board of Directors may deem appropriate.

  5. In compliance with the applicable State Laws, no guest or visitor will permitted to swim or bathe in Alpine Lake. Guests authorized by a member, who is responsible for their behavior, will be permitted the use of our recreational facilities.

 

 

 

 

 

 

 

ARTICLE 4: DIRECTORS

 

  1. The business of this Corporation shall be managed by its Board of Directors, seven (7) in numbers, who shall be natural persons of full age and who need not be residents of this commonwealth but who shall be members of this Corporation. They shall be elected by the members at the Annual Meeting of the members of the Corporation, and each Director shall be elected for the term of one year and until his/her successor shall be elected and shall qualify.

  2. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the articles or by these By-Laws directed or required to be exercised or done by the members.

  3. The meetings of the Board of Directors may be held at such times and at such place or places within the commonwealth, or elsewhere, as a majority of the Directors may from time to time appoint, or as may be designated in the notice calling the meeting.

  4. Notice of every meeting of the Board of Directors shall be given to each Director at least fourteen (14) days prior to the day named for the meeting.

  5. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and acts of a majority of the Directors present at a meeting at which a quorum is present, shall be the acts of the Board of Directors. If all Directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be valid Corporation action as though it had been authorized at a meeting of the Board of Directors.

  6. The Board of Directors may, by resolution by a majority of the Board, delegate two or more of its number to constitute an executive committee which to the extent provided in such resolution, shall have and exercise the authority of the board of Directors in the management of the business of the Corporation. Board members are non-salaried members of the Corporation, all are elected by the members or by the Board of Directors, when vacancies occur, and volunteer their services freely without compensation.

  7. If the members so decide, the Corporation may allow compensation to the Directors for their services. A Director may also be a salaried officer of the Corporation. If so voted by the members. Any money spent by a Director for any authorized expenses incurred for the benefit or exclusive use of Alpine Lake and/or its members shall be reimbursed with proper receipts to the Treasurer.

 

  1. The entire Board of Directors or any individual Director may be removed from office without assigning any cause, by a majority vote of the members of the Corporation entitled to vote at an election of Directors. In case of the Board or anyone or more Directors be so removed, new Directors may be elected at the same meeting. Unless the entire Board by removed, no individual Director shall be removed in case the votes of a sufficient number of members are cast against the resolution for his/her removal which, if voted at an election of the full Board or a quorum of the Board, would be sufficient to elect one or more Directors.

  2. The Board of Directors shall be responsible to act upon situations that may arise within the community that are not covered either in our Rules & Regulations or these By-Laws. A majority of the Board members present representing a majority shall be required to represent the best interest of Alpine Lake.

 

 

ARTICLE 5: OFFICERS

 

  1. The Executive Officers of the Corporation shall be chosen by the Directors and shall be a President, Vice President, Secretary, Treasurer and such other Officers and assistant Officers as the needs of the Corporation may require. The President and Secretary shall be natural persons of full age; The Treasurer, however may be a Corporation, but if a natural person, shall be of full age. They shall hold their offices for such terms and shall have the authority and shall perform such duties as shall from time to time by prescribed by the Directors. Any two (2) or more offices may be held by the same person, except of the offices of President, and Secretary. It shall not be necessary for the Officers to be Directors. The Board of Directors may secure the fidelity of any or all such Officers by Bond or otherwise.

  2. Any Officer elected or appointed by the Board of Directors may be removed by the Board whenever in their judgment the best interests of the Corporation will be served thereby.

 

 

 

 

 

  1. The President shall be the Chief Executive Officer of the Corporation; He/she shall preside at all meetings of all the members and Directors; He/she shall have general and active management of the affairs of the corporation; He/she shall see that all orders and resolutions of the Board are carried into effect, subject however, to the right of the directors to delegate any specific powers, except such as may be by statue exclusively conferred on the President, to any other Officer or Officers of the Corporation. He/she shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. He/she shall be Ex-Officio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.

  2. The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity, and shall perform such other duties as he/she may be required to do from time to time.

  3. The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof and record all votes of the Corporation and the minutes of its transactions in a book to be kept for that purpose; and shall perform like duties for all committees for the board of Directors when required. He/she shall give, or cause to be given, notice of all meetings of the members and the Board of Directors, as shall perform such duties as may be prescribed by the Board of Directors or the President, under whose supervision he/she shall be. The Secretary shall keep in safe custody the corporate seal of the Corporation and when authorized by the Board shall affix the same to any instrument requiring it.

  4. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall keep money of the Corporation in a separate account to the credit of the corporation. He/she shall disburse the funds of the corporation as may be ordered by the Board, taken proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.

 

ARTICLE 6: VACANCIES

 

  1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who will hold the office for the unexpired term in respect of which such vacancy occurred.

  2. Vacancies in the Board of Directors, including in vacancies resulting from an increase in the number of Directors, shall be filled by a majority of the remaining members of the Board, through less than a quorum, and each person so elected shall be a Director until his/her successor is elected by the members, who may make such election at the next Annual meeting of the members, or at any special meeting duly called for that purpose and held prior thereto.

 

 

ARTICLE 7: BOOKS AND RECORDS

 

  1. The corporation shall keep at its registered office; records of the proceeding of the members and of the Directors, a membership register giving names of the members in alphabetical order and appropriate and complete records of its finances.

  2. Every member shall have the right to examine in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, the books of account, membership register and record of the proceedings of the members and Directors.

 

ARTICLE 8: MEMBERSHIP CERTIFICATES

 

  1. Membership in the corporation may be evidenced by certificates membership, in which case they shall be in such form and style as the Board of Directors may determine. Upon the face of each such certificate there shall be printed in clear type a statement that the Corporation is a Nonprofit Corporation. They shall be signed by the President and Secretary and shall bear the corporate seal.

 

 

 

 

 

 

 

 

ARTICLE 9: TRANSACTION OF BUSINESS

 

  1. The Corporation shall not borrow money, or purchase, sell, lease away, or otherwise dispose of any real estate, unless and until a resolution authorizing the same shall have been approved by a majority of members of the Corporation at a regular or a special meeting, duly convened upon notice of this purpose. A resolution of the members authorizing the borrowing of money need not specify the particular sums, rates of interest or times of maturity of the loans, but such items may be agreed upon and authorized by the Directors of the Corporation. All proceeds derived from any loans, sale, lease, ground rent or mortgage, shall be faithfully and specifically used for or applied to the lawful activities of the Corporation, and in such case proceeds are derived from any real estate subject to a trust; the trust shall be impinged upon such proceeds.

  2. Notwithstanding anything to the contrary contained herein, the Board of Directors shall not incur expenditures in excess of the assets of the Corporation.

  3. The Corporation shall have the right and the power to receive and collect moneys to the extent necessary for the accomplishment of the purpose or purposes for which it is organized, and in so doing may make an incidental profit. All moneys so received or collected shall be applied to the maintenance and operation or the furtherance of the lawful activities of the Corporation, and in no case shall moneys be divided or distributed in any manner whatsoever among the members of the Corporation.

  4. All checks or demands for money and notes of the Corporation shall be signed by any two of the following officers:

    1. PRESIDENT

    2. SECRETARY

    3. TREASURER

 

ARTICLE 10: ANNUAL STATEMENT

 

  1. The President and the Board of Directors shall present at each Annual meeting a full and complete statement of the activities and affairs of the Corporation for the preceding year.

 

 

 

 

ARTICLE 11: NOTICES

 

  1. Whenever written notice is required to be given to any person, it may be given to such person by sending a copy thereof through the mail, charges prepaid, to the persons address appearing on the books of the Corporation or supplied by the person to the Corporation for the purpose of notice. If the notice is sent by mail, it will be deemed to have been given to the person entitled thereof when deposited in the United Sates mail office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the general nature of business to be transacted.

  2. Whenever any written notice is required by statute or by the Articles or By-Laws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting, either the business to be transacted or the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where he attends for the express purpose of objecting to the transaction because the meeting was not lawfully called or convened.

 

 

ARTICLE 12: ANNUAL DUES AND ASSESSMENTS

 

  1. Unless changed by a majority vote of the members of the association present at a general or special meeting, each member shall pay the annual sum of $275 per empty lot, and $475 for lots with homes. The dues and assessments shall be used solely for lawful purposes of the corporation.

  2. For failure to pay the annual sum, each member agrees that this amount be charged against the lot owned by the member, which shall be collectable by appropriate legal action. Monthly late fees of $5.00 per month will be charged, commence after the normal due date of April 1st and shall continue to accrue each month until the annual sum and the accrued late fees are paid in full. No late fees will be charged for current years due paid by May 1st. If a member wants to make the payment in installments it must be requested in writing by the member and approved in writing by the board before April of each year. A $35 Administration fee will be applied. The entire amount must be paid by September 1st, and each payment needs to be at least 1/6th of the amount owed. In the event the amount due is not paid in full by September 1st of that same year, the legal process to collect the outstanding amount will be initiated. The lot owner will also be responsible for the association’s legal fees.

  3. An Alpine Lake Lot Owners Association heavy equipment bond and a copy of all local, state and/or federal permits will be required in accordance with the Association Building Regulations as promulgated by the Board of Directors.

 

 

ARTICLE 13: AMENDMENTS

 

  1. These By-Laws may be altered, amended or appealed by a majority vote of the members of the Corporation who are present and entitled to vote at any regular or special meeting duly convened after notice to the members of that purpose.

NOTE: These By-Laws were reviewed and approved by the membership at the Alpine Lake Lot Owner’s Association Annual Meeting with the date of Record .

          2533 Camelback Avenue    

      Henryville, PA 18332-1731

                   570-244-2412            

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