Charter Communities Association, Inc. By-Laws

The Association is, loosely translated, the “grounds”. The Association By-Laws apply to the parking lots and the lawns, as well as to the swimming pool, and tennis court, and Clubhouse. Trees, flowers, sidewalks, and snow removal are all part of the “Association”.

Every Charter Oaks and Chappelle Villas unit is part of the Charter Communities Association. All together, there are 284 units in the “Association”.

These By-Laws are found in all of the Blue or Green Books. The By-Laws, along with the Charter Communities Association Declaration, are the governing documents outlining how the Association is to be run.

The By-Laws can only be changed by a majority vote of the owners.


Article I

Name and Location
Section 1.01. Name and Location: The name of the corporation is the Charter Communities Association, Inc. hereinafter referred to as. the “Association”. The principal office of the corporation shall be located in the Town of Amherst, County of Erie and State of New York.

Article II
Definitions

As used in these By-Laws, the following terms shall be defined as:

Section 2.01. Declaration: The document entitled “Declaration of Protective Covenants, Conditions, Restrictions Easements, Charges and Liens – Charter Communities” imposed by the Declarant of the Property, as defined below, as it may from time to time be supplemented or amended in the manner provided for in said Declaration.

Section 2.02. Declarant: Charter Oaks Apartments, a New York partnership composed of Caldwell Development Corp. and W.N.Y. Property Mgmt., Inc., its successors and assigns.

Section 2.03. Member: The Owner of a Unit or Projected Unit subject to the Declaration whether the holder of record title of the fee interest in the Unit or the record holder of any leasehold estate, whether or not such holder actually resides on the part of the Property.

Section 2.04. Phase:
One of the three residential areas contemplated for inclusion in the Property as fully developed Phase I, being the Charter Oaks Condominium; Phase II being a 4.940 acre parcel located north of Phase I and Phase III, being a 5.396 acre parcel located east of Phase I, said parcels being more fully described in the Declaration.

Section 2.05. Projected Units:
Any dwelling unit contemplated for construction on a portion of the Property as indicated by the instrument supplemental to the Declaration which adds such portion of the Property to the Declaration or modifies the number of dwelling units contemplated for such portion of the Property.

Section 2.06. Property:
All property which is subject to the Declaration.

Section 2.07. Unit: Any dwelling Unit on the Property which has been occupied or transferred to a purchaser for occupancy.

 

Article III
Members

Section 3.01. Membership in the Association. The Members of the Association shall be the Owners of all Units on the Property and the Owners of all portions of the Property contemplated for development with Projected Units, provided that any person or entity holding such interest merely as security for the performance of an obligation shall not be a Member.

Section 3.02. Right of Declarant to Assign: The Declarant may assign its membership in the Association to any person, corporation, association, trust or other entity, and such assignee, and any future assignee of such membership may make successive like assignments. Memberships in the Association shall not otherwise be transferable or assignable.

Section 3.03. Voting Rights: Each Member shall have one (1) vote for each Unit owned or for each Projected Unit contemplated for construction on the Property of the Member except that the Declarant shall not cast its votes to elect a majority of Directors after January 1, 1988. Any Member who is in violation of the Declaration, as determined by the Board of Directors of the Association, shall not be entitled to vote during any period in which such violation continues. Any Member who fails to pay any dues, maintenance assessment or special assessment established by the Association, shall not be entitled to vote during any period in which any such dues or assessments are due and unpaid.

Section 3.04. Voting Regulations: The Board of Directors of the Association may make such regulations, consistent with the terms of the Declaration, the Certificate of Incorporation, these By-Laws, and the Not-for-Profit Corporation Law of the State of New York, as it deems advisable for any meeting of the Members, in regard to proof of membership in the Association, evidence of right to vote, the appointment and duties of inspectors of votes, registration of Members for voting purposes, the establishment of representative voting procedures and such other matters concerning the conduct of meetings and voting as it shall deem appropriate.

Section 3.05. Corporate Members: Any votes of a corporate member may be cast by an appropriate officer of such corporation.

Section 3.06. Joint or Common Ownership: Any one joint or common owner of a Unit shall be entitled to cast the vote with respect to the Unit so owned.

Section 3.07. Absentee Ballots: On any matter submitted to the Members for vote, other than the election of Directors of the Association, any Member entitled to vote may cast a vote without attending the meeting in question, specifying the issue on which the Member intends to vote and that the Member votes for or against the same. Members unable to attend a meeting at which Directors of the Association are to be elected shall be entitled to file an absentee ballot if so provided by the Board of Directors or may vote by a proxy which shall be in writing and shall be filed with the secretary of the Association.

Article IV
Meetings of Members

Section 4.01. Annual Meeting. There shall be an Annual Meeting of the Members on the fourth Tuesday in October at the hour of 8:00 p.m.. or at such other date and time and at such place convenient to the Members as shall be designated by the Board of Directors, which meeting shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the date fixed for the Annual Meeting shall be a legal holiday, the meeting shall be held on the first day following, which is not a legal holiday. Failure to hold an Annual Meeting at the designated time shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts.

Section 4.02. Special Meetings: Special Meetings of the Members may be called at any time by the President or the Board of Directors, or at the request in writing of one-fourth (1/4) or fifty (50) of the votes entitle to be cast at the meeting.

Section 4.03. Notice of Meetings: Not less than ten (10) days or more than thirty (30) days before the date of any Annual or Special Meeting of Members, the Association shall give to each Member entitled to vote at such meeting, written or printed notice stating the time and place of the meeting, and, in the case of a Special Meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting and the purpose or purposes for which the meeting is called. Such notice shall be delivered either by mail or by presenting it to the Member personally, or by leaving it at such Member’s residence as shown on the records of the Association. If mailed, such notice shall be deemed to be given then deposited in the United States mail, postage prepaid, addressed to the Member at his or her post office address as it appears on the records of the Association. Notwithstanding the foregoing provision, a waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after such meeting is held, or actual attendance at the meeting in person, shall be deemed equivalent to the giving of such notice to such persons. Any meeting of Members, Annual or Special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement at the meeting at which the adjournment is taken.

Section 4.04. Quorum: Members holding not less than the lesser of one-fourth (1/4) or fifty (50) of the total votes of the membership shall constitute a quorum at any meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present or be represented. The act of two-thirds of the Members present at a meeting at which a quorum was present shall be the act of the Members unless the act of a greater or lesser number is required by law, or by the Certificate of Incorporation of the Association, the Declaration, or these By-Laws.

Section 4.05. Waiver and Consent: Wherever the vote of the membership is required by law, or by the Certificate of Incorporation of the Association, the Declaration, or these By-Laws, to be taken in connection with any action of the Association,’ the meeting and vote of the membership may be dispensed with if all Members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

Article V
Board of Directors

Section 5.01. Number of Directors: The business and affairs of the Association shall be managed by the Board of Directors. The number of Directors of the Association shall be nine (9) except that an initial Board of three Directors shall be designated by the Declarant to serve until the first Annual Meeting of the Association after 100 Units have been transferred to purchasers for occupancy or until the first annual meeting after September 1, 1979, whichever first occurs.

Section 5.02. Nominations: Nominations for election to the Board of Directors shall be made by a Nominating Committee which shall be appointed by the Board of Managers or Board of Directors of the Association or Condominium, or if no Association or condominium exists, by the Declarant or the Declarant’s successor in interest as owner of the property comprising such Phase. Nominations may also be made from the floor at the annual meeting of the Association. The members of the Nominating Committee shall be appointed by the respective Boards of Managers or Boards of Directors at least thirty (30) days prior to each Annual Meeting of the Members and shall serve only to make the nominations for Directors to be elected at that meeting.

The Nominating Committee shall make as many nominations for election of the Board of Directors as it shall in its sole discretion, determine, but not less than the number of vacancies that are to be filled by the votes of members of such association or condominium as provided in Section 5.03 below and such nomination may be made from Members and non-members of the Association.

Section 5.03. Election: At the first Annual Meeting, after one hundred (100) Units have been sold or September 1, 1979, whichever first occurs, the members shall elect five (5) Directors to represent Phase I, two (2) Directors from Phase II (if such Phase is part of the Property) and two (2) Directors from Phase III (if such Phase is part of the Property). At such meeting the Declarant will cast its votes for not more than two Directors from Phase I thus permitting the owners of the other Units to elect at least three Directors. At each Annual Meeting thereafter, the Members shall replace those Directors whose terms have expired and elect such successor Directors for a term of two (2) years. Voting shall be by secret written ballot which shall:

(a) set forth the number of vacancies to be filled;

(b) set forth the names of those nominated by the Nominating Committee to fill such vacancies; and

(c) contain space for a write-in for each vacancy. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 5.04. Vacancies: Any vacancy occurring in the initial or any subsequent Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the Board of Directors or Board of Managers, if one exists, and if not, by the Declarant or the Declarant’s successor in interest as owner of the Property comprising such Phase, and, if not previously filled, shall be filled at the next succeeding meeting of the Members of the Association. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director whose vacancy such person was elected to fill.

Section 5.05. Removal: At any meeting of Members, duly called at which a quorum is present, the Member of any Phase may, by the affirmative vote of not less than two-thirds of all Members of such Phase, remove any Director or Directors representing such Phase, from office with or without cause and may elect the successor or successors to fill any resulting vacancies for the unexpired term or terms of the removed Director or Directors. In addition the other Directors may, by the affirmative vote of not less than two-thirds of the other Directors, declare the position of the Director vacant in the event the person filling such position shall be absent from three (3) consecutive meetings.

Section 5.06. Compensation: Directors shall not receive any compensation or salary for their services. Any Director may be reimbursed for his actual expenses incurred in the performance of his duties. A Director who serves the Association in any other capacity, however, may receive compensation therefor.

Section 5.07. Regular Meetings: Regular meetings of the Board of Directors shall be held monthly without notice at such places and at such times convenient to the Directors as may be designated from time to time by resolution of the Board of Directors. Should such meeting date fall on a legal holiday, that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 5.08. Special Meetings: Special Meetings of the Board of Directors may be called at any time at the request of the President or any two Directors after not less than two (2) days notice to each Director. The person or persons authorized to call such Special Meeting of the Board may fix any place convenient to the Directors as a place for holding such Special Meeting. Any Director may, in writing, signed by such Director, before or after the time of the Special Meeting stated therein, waive notice of any Special Meeting. The attendance of a Director at any Special Meeting shall constitute a waiver or notice of such Special Meeting. Neither the business. to be transacted at, nor the purpose of, any Special Meeting, need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Certificate of Incorporation of the Association or by these By-Laws.

Section 5.09. Quorum and Voting: At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is provided otherwise by statute, by the Certificate of Incorporation, or by the By-Laws, a vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Directors present may adjourn the meeting from time to time by majority vote and without further notice, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called.

Section 5.10. Informal Action by Directors: Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, provided a written consent to such action is signed by all members of the Board of Directors or of such committee, as the case may be, and provided further such written consent is filed with the minutes of proceedings of the Board or committee.

Section 5.11. Powers and Duties: The Board of Directors may exercise all the powers of the Association, except such as are conferred upon or reserved to the Members by statute or by the Certificate of Incorporation or the By-Laws. The powers, duties and authority of the Board of Directors shall specifically include, but shall not be limited to the following:

(a) To determine, levy and collect the assessments and common charges as provided for in the Declaration.

(b) To collect, use and expend the assessments and charges collected for the maintenance, care and preservation and operation of the property of the Association and common open space areas of the Property (including roadways, parking areas and landscaped areas) as permitted by the Declaration.

(c) To procure and maintain adequate liability insurance covering the Association, its Directors, Officers, agents and employees and to procure and maintain adequate hazard insurance on such of the Association’s real and personal properties and the Units as it deems appropriate and as is required by the Declaration.

(d) As required by the Declaration, to repair, restore, or alter the properties of the Association after damage or destruction by fire or other casualty or as a result of condemnation or eminent domain proceedings.

(e) To adopt and publish rules and regulations governing the use of Association Property and facilities and other portions of the Property maintained by the Association, and the personal conduct of the members and other guests thereon, and establish penalties for infractions thereof.

(f) To collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members for violations of the provisions of the Declaration or of any rules or regulations of the Association.

(g) To pay all taxes owing by the Association.

(h) To suspend the voting rights of a Member during any period in which such Member shall be in default for the payment of any assessment levied by the Association. Such voting rights may also be suspended, after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules or regulations.

(i) To declare the office of a member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) consecutive meetings of the Board of Directors.

(j) To keep a complete record of the actions of the Board of Directors and the corporate affairs of the Association and to present a statement thereof to the Members at the annual meeting of Members, or at any special meeting of Members when such a statement is requested in writing by not less than the lesser of one-fourth (1/4) or fifty (50) of the Members entitled to vote.

(k) To issue, or cause to be issued, upon demand by any person an “Assessment Certificate” as provided in the Declaration, setting forth the status of payment of assessment of any Unit.

(l) To exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Members by other provisions of these By-Laws, the Certificate of Incorporation or the Declaration or by the provisions of any other condominium or homeowners’ association declaration covering the Property or any portion thereof.

ARTICLE VI
OFFICERS

Section 6.01. Officers: The officers of the Association shall all be members of the Board of Directors and shall be the President, one or more Vice Presidents, (the number thereof to be determined by the Board of Directors), the Secretary and the Treasurer. The Board of Directors may elect such other officers as it shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. Two or more offices may not be held by the same person.

Section 6.02. Election: The election of officers shall take place at the first meeting of the Board of Directors following each Annual Meeting of the Members.

Section 6.03. Term and Vacancies: The officers of the Association shall be elected annually by the Board of Directors and each shall hold office until his or her successor shall have been duly elected, unless he or she shall sooner resign, or shall be removed or otherwise be disqualified to serve. The vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 6.04. Resignation and Removal: Any officer may be removed by the Board of Directors, with or without cause, whenever, in the judgment of the Board, the best interests of the Association will be served thereby. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date or receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.05. President: The President shall be the chief executive officer, shall supervise the work of the other officers, shall preside at all meetings of Members, and if there is no Chairman of the Board, shall preside at all meetings of Directors, and shall perform such other duties and functions as may be assigned him or her. He or she may sign, in the name of the Association, any and all contracts or other instruments authorized by the Board or these By-Laws.

Section 6.06. Vice President:
Any Vice President shall be capable of performing all of the duties of the President. He or she may sign, in the name of the Association, any and all contracts or other instruments authorized by the Board and shall perform such other duties and functions as may be assigned to him or her by the President or the Board.

Section 6.07. Secretary: The Secretary shall cause notices of all meetings to be served as prescribed in these By-Laws, shall record the votes and keep the minutes of all meetings, shall have charge of the seal and corporate records of the Association, shall keep records of the members of the Association and the mortgagees of dwelling Units on the Property, and shall perform such other duties as are assigned to him or her by the President or the Board. Any Assistant Secretary shall be capable of performing all of the duties of the Secretary.

Section 6.08. Treasurer: The Treasurer shall have the custody of all moneys and securities of the Association and shall keep or cause to be kept regular books and records. He or she shall account to the President and the Board, whenever theme may require it, with respect to all of his or her transactions as Treasurer and of the financial condition of the Association, and shall perform all other duties that are assigned to him or her by the President, the Board or these By-Laws.

Section 6.09. Other Officers: Such other officers as the Board may appoint shall perform such duties and have such authority as the Board may determine.

Article VII
Committees

Section 7.01. Committees of Directors: The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two (2) or more Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the affairs of the Association provided however, that no such committee shall have the authority of the Board of Directors to approve an amendment to the Certificate of Incorporation of the Association or to the By-Laws or a plan of merger or consolidation.

Section 7.02. Committees of Members: The Association shall have such committees as the Board of Directors shall deem desirable. Each committee shall consist of a chairman and two (2) or more members and shall include a member of the Board of Directors. There shall also be Nominating Committees as provided in these By-Laws. The Nominating Committees need not include a member of the Board of Directors.

Section 7.03. Rules: Each committee may adopt rules for its own government not inconsistent with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.

Note: Section 7.04, which follows, was added when the Association Declaration was amended. See the Amendment for more detailed information.

Section 7.04. Rules, Compliance and Arbitration

A. A Rules Committee shall be appointed by the Board of Directors of the Association to:

1. Oversee compliance with the Association’s Declaration, By-Laws and Rules and Regulations;

2. Participate in Hearings with the Owner in violation, when requested; and

3. Impose fines and other legal actions.

B. The Rules Committee shall be composed of five (5) persons:

1. One (1) officer of the Board of Directors;

2. Four (4) Unit Owners: One (1) each from Charter Oaks Townhouses, Chappelle Villas, at large and two (2) from the Charter Oaks Garden Units.

C. Compliance Procedure:

1. When a written complaint has been received by the Board of Directors, management or the Rules Committee, a letter will be sent to the Unit Owner, by the Manager (within three days), requesting a response regarding the violation within not more than ten days.

2. Should initial contact be Ineffective to secure compliance, a certified written notice of the violation shall be sent to the Unit Owner, (return receipt requested). Such notice shall:

a. specify that the, Unit Owner, his tenant, or a family member, guest, or other invitee of either of them is in violation of a particular provision of the Association’s Declaration, By-Laws or Rules and Regulations;

b. request, as appropriate, either correction of the violation or written assurance that similar violations will not occur in the future;

c. date for compliance is immediate upon receipt of the letter.

3. If the same violation continues or a similar violation re-occurs after the above notice, the Committee shall then recommend to the Board of Directors, monetary penalties be imposed. The amount and/or seventy shall be reasonably related to the violation and to the aim of deterring similar future violations by the same or any other person.

a. The fine shall be a special assessment against the Unit as well as the personal obligation of the Unit Owner;

b. The Unit Owner shall also be personally liable for any fine imposed upon the Unit Owner’s family, tenant, guest, or invitee, or the family guest or invitee of a tenant.

4. Failure to correct the condition or situation immediately after the initial fine becomes due and payable shall constitute a second offense for which an additional fine will be due.

5. Notice of the imposition of such fine or fines shall be mailed to the Owner by regular and certified mail.

6. The fine shall be paid to the Charter Communities Association, Inc. within 15 days from the date such notice is received, unless the Owner requests a Hearing within said 15 day period by written notice to the Association Manager.

7. If no written request for a Hearing is received, and the fine is not paid within the said 1 5 day period, legal action may be taken.

8. The Board of Directors may bring an action against the Unit Owner to pay the same or to take appropriate legal action. Reasonable attorneys fees shall be added to the amount of such fines.

1. The Manager shall promptly forward a request for a hearing to the Rules Committee.

2. The Rules Committee shall meet within 20 days thereafter to hear and dispose of the matter.

3. Notice of the time, date, and place of the Hearing shall be sent to the Owner by certified and regular mail.

4. Both the Unit Owner and the Rules Committee shall be given the opportunity to be heard at the Hearing.

5. The Rules Committee shall render a decision on the matter at such Hearing and shall promptly send written notice of such decision to the Owner and the Board of Directors.

6. If the Rules Committee decides to uphold the original determination, the provisions related to the payment and enforcement of the fines set forth in Section C above shall apply.

7. If the Rules Committee decides in favor of the Owner, no fine will be imposed. Written notice of such decision will be sent to the Owner, and the Board of Directors.

 

Article VIII
Finance

Section 8.01. Checks: All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Association shall, unless otherwise provided by resolution of the Board of Directors, be signed by two Directors of the Association.

Section 8.02. Fiscal Year: The fiscal year of the Association shall be the twelve (12) calendar months, ending March 31st of each year, unless otherwise provided by the Board of Directors.

Section 8.03. Annual Reports:
There shall be a full and correct statement of the financial affairs of the Association including a balance sheet and a financial statement of operation for the preceding fiscal year. Such report shall be submitted at the Annual Meeting of the Members and filed within twenty (20) days thereafter at the principal office of the Association.

Article IX
Books and Records

Section 9.01. Books and Records: The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, Certificate of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association.

Article X
Corporate Seal

Section 10.01. Corporate Seal: The Association shall have a seal in circular form having within the circumference thereof the full name of the Association.

Article XI
Amendments

Section 11.01. Alteration, Repeal or Amendment: These By-Laws may be altered, repealed or amended and new By-Laws may be adopted at any regular or special meeting of the Members, by vote of a majority of Members from each Phase present in person or by proxy, or at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the whole Board of Directors including the votes of half or more of the Directors from each Phase, except that if no development of Phases II or III is undertaken within ten (10) years after the date of recording of the Declaration, or if the Directors representing any Phase having only Projected Units appear after notice at two consecutive meetings at which an amendment to these By-Laws is to be considered, the votes of the Directors representing such Phase shall not be necessary for approval.

Section 11.02. Conflict with Certificate of Incorporation or with Declaration: In the case of any conflict between the Certificate of Incorporation and these By-Laws, the Certificate of Incorporation shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.