Bylaw of West River Estates
BYLAWS OF WEST RIVER PLANTATION HOMEOWNERS
Name and Location
The name of the corporation is WEST RIVER
PLANTATION HOMEOWNERS ASSOCIATION, INC., hereinafter referred
to as the "Association". The principal office of the
corporation shall be located at 8353 Cherry Lane, P.O. Box 40,
Laurel, Prince George's County, Maryland 20707- 0040, but meetings
of members and Directors may be held at such places within the
State of Maryland as may be designated by the Board of Directors.
Section l. "Association"
shall mean and refer to WEST RIVER PLANTATION HOMEOWNERS ASSOCIATION,
INC., a non-stock, non-profit Maryland corporation, its successors
Section 2. "Property"
shall mean and refer to that certain real property described in
the Declaration of Covenants, Conditions and Restrictions, and
such additions thereto as may hereafter be brought within the
jurisdiction of the Association.
Section 3. "Common Area"
shall mean all real property (including improvements thereto)
owned by the Association for the common use and enjoyment of the
Section 4. "Common Expenses"
shall mean and refer to the actual and estimated expenses of operating
the Association, including a reasonable reserve, all as may be
found to be necessary or appropriate by the Board pursuant to
the Declaration, these Bylaws and the Articles of Incorporation
of the Association.
Section 5. "Community-Wide
Standard" shall mean the standard of conduct, maintenance
or other activity generally prevailing in the community. Such
standard may be more specifically determined and set forth by
the Covenant Committee (as such te~I~n is defined in the Declaration).
Section 6. "Lot" shall
mean and refer to any plot of land shown upon any recorded subdivision
map of the Property with the exception of the Common Area.
Section 7. "Owner" shall
mean and refer to the record owner, whether one or more persons
or entities, of the fee simple title to any Lot which is a part
of the Property, including contract sellers, but excluding those
having such interest merely as security for the performance of
Section 8. "Declarant"
shall mean and refer to Michael T. Rose Associates, Inc., a Maryland
corporation, its successors and assigns if such successors or
assigns should acquire more than one undeveloped Lot from the
Declarant for the purpose of development, but only to the extent
that any of the rights, reservat;ons, easements, interests, exemotions,
privileges and powers of the Declarant are specifically assigned
or transferred to such successors or assigns.
Section 9. "Declaration"
shall mean and refer to the Declaration of Covenants, Conditions
and Restrictions applicable to the Property recorded among the
Land Records for Anne Arundel County, Maryland, including amendments
and supplements thereto.
Section 10. "Member" shall
mean and refer to those persons entitled to membership as provided
in the Declaration.
Section 11. "Mortgagee"
shall mean the holder of any recorded mortgage, or the party secured
or beneficiary of any recorded deed or trust, encumbering one
or more of the Lots. "Mortgage ", as used herein, shall
include deed of trust. "First Mortgage", as used herein,
shall mean a mortgage with priority over other mortgages. As used
in the Declaration and these Bylaws, the term "mortgagee"
shall mean any mortgagee and. shall not be limited to institutional
mortgagees. As used in the Declaration and these Bylaws, the term
"institutional mortgagee" or "institutional holder
" shall include banks, trust companies, insurance companies,
mortgage insurance companies, savings and loan associations, trusts,
mutual savincs banks , credit unions, pension funds, mortgage
companies, Federal National Mortgage Association ("FNMA"),
Federal Bome Loan Mortgage Corporation ("FHLMC"), all
corporations and any agency or department of the United States
Government or or any state or municipal government, or any other
organization or entity which has a security interest in any Lot.
In the event any Mortgage is insured by
the Federal Housing Administration ("FHA") or guaranteed
by the Veterans Adninistration ("VA"), then as to such
Mortgage, the term "Mortgagee" shall include the FHA
or the VA as the circumstances may require.
Meeting of Members
Section 1. Annual Meetings.
The first annual meeting of the members shall be held within twelve
(12) months from the date of filing of the Articles of Incorporation
of the Association, and each
subsequent regular annual meeting of the
members shall be held on the same day of the same month of each
year thereafter or such other reasonably similar date as may be
selected by the Board or Directors. If the day for the annual
meeting of the members is a legal holiday, the meeting will be
held at the same hour on the first day following which is not
a legal holiday.
Section 2. Special Meetings.
Special meetings of the members may be called at any time by the
President or by the Board of Directors, or upon written request
of the members who are entitled to vote one-fourth (1/4) of all
of the votes of the Class A membership.
Section 3. Notice of Meetings.
written notice of each meeting of the members shall be given by,
or at the direction of, the Secretary or person authorized to
call the meeting, by mailing or delivering a copy of such notice,
at least seventy-two hours (72) hours (but not more than sixty
(60) days) before such meeting to each member entitled to vote
thereat, addressed to the member's address last appearing on the
books of the Association, or supplied by such member to the Association
for the purpose of notice. Such notice may be waived upon the
declaration of an emergency by the person calling the meeting.
Such notice shall specify the place, dav and hour of the meeting,
and, in the case of a special meeting, the purpose of the meeting.
All meetings of the members shall be held at places and times
convenient to the greatest numbers of members.
Section 4. Quorum. The presence
at the meeting of members entitled to cast, or of proxies entitled
to cast, one-fifth (1/5) of the votes of each class of membership
shall constitute a auorum for any action except as otherwise provided
in the Articles of Incorporation, the Declaration or these Bylaws.
If, however, such quorum shall not be present or represented at
any meeting, the members entitled to vote thereat shall have power
to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum as aforesaid
shall be present or be represented.
Section 5. Voting. At every
meeting of the members, each Class A member shall have the right
to cast one (1) vote for each Class A membership which he owns
on each question. Each of the Class B members shall have the right
to cast three (3) votes for each Class B membership which he owns
on each question. The vote of the members representing fifty-one
percent (51%) of the total of the votes of all of the memberships
at the meeting, in person or by proxy, calculated as aforesaid,
shall be necessary to decide any question brought before such
meeting, unless the question is one upon which, by the express
provision of law or of the Articles of Incorporation, or of the
Declaration or of these Bylaws, a different vote is required,
in which case such express provision shall govern and control.
The vote for any membership which is owned by more than one person
may be exercised by any of the co-owners present at any meeting
unless any objection or protest by any other owner of such membership
is noted at such meeting. In the event all of the co-owners of
any membership who are
present at any meeting of the members are
unable to agree on the manner in which the votes for such membership
shall Se cast on any particular question, then such vote shall
not be counted for purposes of deciding that question. In the
event any members is owned by a corporation, then the vote for
any such membership shall be cast by a person designated in a
certificate signed by the President or any Vice President of such
corporation and attested by the Secretary or an Assistant Secretary
of such corDoration and filed with the Secretary of the Association,
prior to or during the meeting. The vote for any membership which
is owned by a trust or partnership may be exercised by any trustee
or partner thereof, as the case may be, and, unless any objection
or protest by any other such trustee or partner is noted at such
meeting, the Chairman of such meeting shall have no duty to inquire
as to the authority of the person casting such vote or votes.
No Class A member shall be eligible to vote, either in person
or by proxy, or to be elected to the Board of Directors, who is
shown on the books or.management accounts of the Association to
be more than sixty (60) days delinquent in any payment due the
Association. All election materials prepared with Association
funds shall list candidates in alphabetical order and shall not
suggest a preference among candidates.
Section 6. Absentee Ballots.
Any unsigned absentee ballot, to be valid, shall be received in
a signed, sealed enveloDe bearing the identification of the dwelling
unit on the outside, and shall be opened only at a meeting at
which all candidates or their delegates have a reasonable opportunity
to be present.
Section 7. Proxies. At all
meetings of members, each member may vote in person or by proxy.
All proxies shall be in writing and filed with the Secretary.
Every proxy shall be revocable and shall automatically cease upon
conveyance by the member of his Lot. No proxy shall be valid after
eleven (11) months from its date, unless otherwise provided in
the proxy. Any proxy must be in writing and must be filed with
the Secretary in form approved by the Board of Directors, which
approval may not be unreasonably withheld, before the appointed
time of each meeting. Any written proxy which conforms with the
applicable laws of Maryland shall be satisfactory and approved
as to form by the Board of Directors.
Section 8. Rights of Mortgagees.
Any institutional mortgagee of any Lot who desires notice of the
annual and special meetings of the members shall notify the Secretary
to that effect by Registered Mail - Return Receipt Requested.
Any such notice shall contain the name and post office address
of such institutional mortgagee and the name of the person to
whom notice of the annual and special meetings of the members
should be addressed. The Secretary of the Association shall maintain
a roster of all institutional mortgagees from whom such notices
are received and it shall be the duty of the Secretary to mail
or otherwise cause the delivery of a notice of each annual or
special meeting of the members to each such institutional mortgagee
in the same manner, and subject to the same requirements and limitations
are otherwise provided in this Article
for notice to the members. Any such institutional mortgagee shall
be entitled to designate a representative to attend any annual
or special meeting of the members and such representative may
participate in the discussion at any such meeting and may, upon
his request made to the Chairman in advance of the meeting, address
the members present at any such meeting. Such representative shall
have no voting rights at any such meeting. Such representative
shall be entitled to copies of the minutes of all meetings of
the members upon request made in writing to the Secretary.
Section 9. Open Meetings.
(a) All meetings of the Association shall be open to all owners
or occupants of units of the Association, their guests and any
representative of the news media, except that such meetings may
De held in closed session 7for the following purposes:
(i) Discussion of the employment, assignment,
appointment, promotion, demotion, compensation, discipline, removal
or resignation of employees over whom it has jurisdiction, or
any other personnel matter affecting one or more particular individual(s);
(ii) Protection of the privacy or reputation
or individuals in matters not related to Association business;
(iii) Consultation with legal counsel;
(iv) Consultation with staff personnel,
consultants, attorneys or other persons in connection with pending
or potential litigation;
(v) Investigative proceedings concerning
possible or actual criminal misconduct;
(vi) Complying with a specific constitutional
statutory or judicially imDosed reauirement protecting particular
proceedings or matters from public disclosure;
(vii) On an individually recorded affirmative
vote of two-thirds (2/3) of the members present, for some other
exceptional reason so comDelling as to override the general public
policy in favor of open meetings;
(viii) Acquisition of capital items previously
specifically approved as part of a published budget adopted in
an open meeting;
(ix) Short-term investments of funds of
the Association in liquid assets if authorized by an investment
policy previously adopted in an open meeting;
(x) Conducting collective bargaining negotiations
or considering matters and issues in conjunction therewith; or
(xi) Discussions concerning public security,
including the deployment of personnel in connection therewith
and the development and implementation of emergency plans.
(b) If a meeting is held in closed session
pursuant to the procedures established above,
(i) No action may be taken and no matter
may be discussed other than those permitted above; and
(ii) A statement of the time, place and
purpose of any closed meeting, the record of the vote of each
member by which anv meeting was closed, and the authority under
this Section for closing any meeting shall be made available so
as to reasonably notify members of the Association within fourteen
(14) days after the meeting.
Board of Directors: Selection: Term of Office
Section 1. Number. The affairs
of the Association shall initially be managed by a Board of Directors
of three (3) natural persons who shall be designated by the Declarant
and who shall hold office until the election of their successors
at the first annual: meeting of the members of the Association.
The names of the initial Directors are: Michael T. Rose, Mark
Kalish, and John Dodds.
Commencing with the first annual meeting
of the Association, the Board of Directors shall consist of three
(3) members who shall be elected by the members of the Association.
A majority of the Board of Directors (after
lapse of the Class B memberships as provided for in the Articles
of Incorporation and the Declaration) shall be members of the
Section 2. Term of Office.
At the first annual meeting of the members, the members shall
elect the Board of Directors and the term of office of the Director
receiving the greatest number of votes shall be fixed for three
(3) years. The term of office of the Director receiving the second
greatest number of votes shall be fixed for two (2) years and
the term of office of the other Director or Directors shall be
fixed for one (1) year. At the expiration of the initial te,-;n
of off ice of each respective Director, his successor shall be
elected to serve a term of three (3) years. In the alternative,
the membership may, by resolution duly made and adopted at the
first annual meeting of members, or at any subsequent annual meetina,
resolve to fix the term for each director elected at any such
meeting at one (1) year. Directors shall hold office until their
successors have been elected and hold their first regular meeting.
Section 3. Removal. After
the first annual meeting of the members any Director may be removed
from the Board, with or without cause, by a majority vote of the
members of the Association. Prior to the first annual meeting
of the members, any Director may be removed from the Board, with
or without cause, by the Declarant. In the event of death, resignation
or removal of a Director, his successor shall be selected by the
remaining members of the Board and shall serve for the unexpired
term of his predecessor.
Section 4. Compensation.
No Director shall receive compensation for any service he may
render to the Association. However, any Director may be reimbursed
for his actual expenses incurred in the performance of his duties.
Nomination and Election of Directors
Section 1. Nomination. Nomination
for election to the Board of Directors, commencing with the first
annual meeting of members, may be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting.
The Nominating Committee, if any, shall consist of a Chairman,
who shall be a member of the Board of Directors, and two or more
members of the Association. The Nominating Committee may be appointed,
by the Board of Directors prior to each annual meeting of the
members and such appointment may be announced at each annual meeting.
The Nominating Committee may make as many nominations for election
to the Board of Directors as it may in its discretion determine,
but not less than the number of vacancies that are to be filled.
Such nominations may be made from among members or non-members.
Section 2. Election. Election
to the Board of Directors shall be by secret written ballot unless
waived by the vote of a majority of the members of the association
present and voting. At such election the members or their proxies
(directed or 1 imit ed proxies) may cast, in respect to each vacancy,
as many votes as they are entitled to exercise under the provisions
of the Declaration. Any proxy valid under Maryland law shall be
valid for the purpose of such casting of votes. All election materials
prepared with funds of the Association shall list candidates in
alphabetical order and shall not suggest a preference among candidates.
The persons receiving the largest number of votes shall be elected.
Cumulative voting is not permitted.
Meeting of Directors
Section 1. Regular and Special
Meetings. All meetings of the Board of Directors or any committee
created by the Board of Directors
shall be held only upon regularly scheduled
and established dates or periods at such time and place as shall
have been made known to all members in accordance with procedures
established in Article III, Section 3, of these Bylaws. All such
meetings shall be open to all owners or occupants of units of
the Association, their guests and any representative of the news
media and be held at places and times convenient to the greatest
number of members. Meetings of the Board of Directors may be held
in closed session only in accordance with Article III, Section
9, of these Bylaws.
Section 2. Quorum. A majority
of the number of Directors shall constitute a quorum for the transaction
of business. Every act or decision done or made by a majority
of the Directors present at a duly held meeting at which a quorum
is present shall be regarded as the act of the Board.
Section 3. Rights of Mortagees.
Any institutional mortgagee of any Lot who desires notice of the
regular and special meetings of the Board of Directors shall notify
the Secretary to that effect by Registered Mail - Return Receipt
Requested. Any such notice shall contain the name and post office
address of such institutional mortgagee and the name of the person
to whom notice of the regular and special meetings of the Board
of Directors should be addressed. Secretary of the Association
shall maintain a roster of institutional mortgagees from whom
such notices are received and it shall be the duty of the Secretary
to mail or otherwise cause the delivery of a notice of each regular
or special meeting of the Board of Directors to each such institutional
mortgagee, in the same manner, and subject to the same requirements
and limitations, as are otherwise provided in this Article for
notice to the members of the Board of Directors. Any such institutional
mortgagee shall be entitled to designate a representative to attend
any regular or special meeting of the Board of Directors and such
representatives may participate in the discussion at any such
meeting and may, upon his request made to the Chairman in advance
of the meeting, address the members of the Board of Directors
present at any such meeting. Such representative shall be entitled
to copies of the minutes of all meetings of the Board of Directors
upon request made in writing to the Secretary.
Section 4. Fidelity Bonds.
The Board of Directors shall require that all officers, Directors
and employees of the Association regularly handling or otherwise
responsible for the funds of the Association shall furnish adequate
fidelity bonds or equivalent insurance against acts of dishonesty,
The premiums on such bonds or insurance shall be paid by the Association.
Powers and Duties of the Board of Directors
Section 1. Powers. The Board
of Directors shall have power to:
(a) adopt and publish rules governing the
use of the Common Area and facilities, and the personal conduct
of the members and their guests thereon, and to establish penalties
for the infraction thereof;
(b) suspend the voting rights and right
to use of the Common Areas and recreational facilities of a member
during any period in which such member shall be in default in
the payment of any assessment levied by the Association. Such
rights may also be suspended after notice and hearing for a period
not to exceed sixty (60) days for infraction of published rules;
(c) exercise for the Association all powers,
duties and authority vested in or delegated to this Association
and not reserved to the membership by other provisions of these
Bylaws, the Articles of Incorporation, or the Declaration;
(d) 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 regular meetings of the Board
of Directors; and
(e) employ a manager, an independent contractor,
or such other employees as they deem necessa,ry, and to prescribe
Section 2. Duties. It shall
be the duty of the Board of Directors to:
(a) cause to be kept a complete record
of all its acts and corporate affairs and to present a statement
thereof to the members at the annual meeting of the members, or
at any special meeting when such statement is requested in writing
by one-fourth (1/4) of the Class A members who are entitled to
(b) supervise all officers, agents and
employees of this Association, and to see that their duties are
(c) as more fully provided in the Declaration,
(1) fix the amount or' the annual assessment
against each Lot at least thirty (30) days in advance of each
annual assessment period;
(2) send written notice of each assessment
to every Owner subject thereto at least thirty (30) days in advance
of each annual assessment period; and
(3) foreclose the lien against any property
for which assessments are not paid within sixty (60) days after
due date or to bring an action at law against the owner personally
obligated to pay the same;
(d) issue, or canse an appropriate officer
to issue, upon demand by any person, a certificate setting forth
whether or not any assessment has been paid. A reasonable charge
may be made by the Board for the issuance of these certificates.
If a certificate states an assessment has been paid, such certificate
shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability
and hazard insurance on property owned by the Association;
(f) cause all officers or employees having
responsibilities to be bonded, as it may deem appropriate;
(g) cause the Common Area to be maintained;
(h) otherwise perform or cause to be performed
the functions and obligations of the Board and the Association
as provided for in the Declaration and Articles of Incorporation
and these Bylaws, including collection of assessments payable
pursuant to any cross easement or other similar agreement and
periodically employing an insurance consultant if the Board of
Director deems it necessary to do so in order to analyze the insurance
requirements of the Association.
Section 3. Management Agent.
The Board of Directors may employ for the Association a management
agent or manager (the "Management Agent") at a rate
of compensation established by the Board of Directors to perform
such duties and services as the Board of Directors shall from
time to time authorize in writing. Any management agreement entered
into by the Association shall provide, inter alia, thzt such agreement
may be terminated for cause by either party upon thirty (30) days'
written notice thereof to the other party. The term of any such
management agreement shall not exceed one year; provided, however,
that the term of any such management agreement may be renewable
by mutual agreenent of the parties for successive one-year periods.
If the standards and reaulations of FNMA and/or FHLMC prohibit
self-manasenent by the Association, and FNMA and/or FHLMC holds
an interest in a first mortgage or deed of trust against any Lots,
then no such self-management shall be undertaken by the Association,
without the prior written consent and approval of all of the holders
of the first mortgages of record on the Lots.
Provided that any Lot subject to these
Bylaws is then encumbered by a deed of trust or mortgage which
is insured by the Federal Housing Administration or guaranteed
by the Veterans' Administration, and, provided, further, that
FHA and/or VA standards and regulations prohibit self-managenent
of the Association, then no such self-management shall be undertaken
by the Association without the prior written consent and approval
of FHA and/or VA (as applicable).
Officers and Their Duties
Section 1. Enumeration of Officers7.
The officers of this Association shall be a President and Vice
President, who shall at all times be members of the Board of Directors,
a Secretary, and a Treasurer, and such other officers as the Board
may from time to time by resolution create, all of which officers
are to be elected by the Board of Directors.
Section 2. Election of Officers.
The election of officers shall take place at the first meeting
of the Board of Directors following each annual meeting of the
members; provided that the initial Board of Directors shall elect
the first group of officers at its first organizational meeting.
Section 3. Term. The officers
of this Association shall be elected annually by the Board and
each shall hold office for one (1) year or until his successor
is duly elected and qualified, unless he shall sooner resign,
or shall be removed, or othewise disqualified to serve.
Section 4. Special Appointments.
The Board may elect such other officers as the affairs of the
Association may require, each of whom shall hold office for such
period, have such authority, and perform such duties as the Board
may, from time to time, determine.
Section 5. Resignation and Removal.
Any officer may be removed from office with or without cause by
the Board. Any officer may resign at any time giving writter.
notice to the Board, the President or the Secretary. Such resignation
shall take effect on the date of receipt of such notice or at
any later time sDecified there- in, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary
to make it effective.
Section 6. Vacancies. A vacancy
in any office may be filled by appointment by the Board. The officer
appointed to such vacancy shall serve for the remainder of the
term of the officer he replaces.
Section 7. Multiple Offices.
The offices of Secretary and Assistant Secretary, Treasurer and
Vice President may be held by the same person, but in no event
shall the same officer execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law,
the Declaration, the Articles or Incorporation or these Bylaws
to be executed, acknowledged or verified by two (2) or more officers.
No person shall simultaneously hold more than one (1) of any of
the other offices except in the case of special offices created
pursuant to Section 4 of this Article and except as otherwise
provided in this Section 7.
Section 8. Duties. The duties
of the officers are as follows:
(a) The President shall preside at all meetings of the Board of
Directors; shall see that orders and resolutions of the Board
are carried out; shall sign all leases, mortoages, deeds and other
written instriiments and shall cc-sign all check; and promissory
(b) The Vice President shall act in the place and stead of the
President in the event of his absence, inability or refusal to
act, and shall exercise and discharge such other duties as may
be required by him of the Board.
(c) The Secretary shall record the votes and keep the minutes
of all meetings and proceedings of the Board and of the members;
keep the corporate seal of the Association and affix it on all
papers requiring said seal; serve notice of meetings of the Association
together with their addresses, and shall perform such other duties
as required by the Board.
(d) The Treasurer shall receive and deposit in appropriate bank
accounts all moneys of the Association and shall disburse such
funds as directed by resolution of the Board of Directors; shall
sign all checks and promissory notes of the Association; keep
proper books of account, cause an annual audit of the Association
books to be made by a public accountant at the completion of each
fiscal year; and shall prepare an annual budget and a statement
of income and expenditures to be represented to the membership
at its regular annual meeting, and deliver a copy of each to the
Liability and Indemnification of Officers and Directors
The Association shall indemnify every officer
and Director of the Association against any and all expenses,
including counsel fees, reasonably incurred by or imposed upon
an officer or Director in connection with any action, suit or
other proceeding (including the settlement of any such suit or
proceeding if approved by the then Board of Directors of the Association)
to which he may be made a party by reason of being or having been
an officer or Director of the Association, whether or not such
person is an officer or Director at the time such expenses are
incurred. The officers and Directors of
the Association shall not be liable to
the members of the Association for any mistake of judgment, negligence,
or otherwise, except for their own individual willful misconduct
or bad fait:l. The officers and Directors of the Corporation shall
have no personal liability with respect to any contract or other
commitment made by them, in good faith, on behalf of the Association
and the Association shall indem- nify and forever hold each such
officer and Director free and harmless against any and all liability
to others on account of any such contract or commitment. Any right
to indemnification provided for herein shall not be exclusive
of any other rights to which any officer or Director of the Association
or former officer or Director of the Association may be entitled
pursuant to law.
The Board of Directors may appoint an Architectural
Control Committee, as provided in the Declaration, and a Nominating
Committee, as provided in these Bylaws. In addition, the Board
of Directors may appoint other committees as deemed appropriate
in carrying out its purpose. All committees appointed by the Board
of Directors shall hold meetings in accordance with Article III,
Sections 3 and 9, of these Bylaws.
Section 1. Insurance. In
addition to the ir.s7cirance coverage required to be maintained
by the Declaration, the Board of Directors of the Association
may obtain and maintain, to the es_ent reasonably available, the
(a) Workmen's compensation insurance for
e~=lovees of the Association to the extent necessary to comply
with any applicable law; and
(b) A "Legal Expense Indemnity Endorsement",
or its equivalent, affording protection for the officers and Directors
of the Association for expenses and fees incurred by any of them
in defending action to which any suit or settling any claim, judgment
or cause or any such officer or Director shall have been made
a party by reason of his or her services as such; and
(c) Such other policies of insurance, including
director and officer liability insurance and insurance for other
risks of a similar or dissimilar nature and fidelity coverage
as required by these Bylaws, as are or shall hereafter be considered
appropriate by the Board of Directors.
Section 2. Limitations. Any
insurance obtained pursuant to the requirements of this Article
shall be subject to the following provisions:
(a) All policies shall be written or rlins~red
with a company or companies licensed to do business in the State
of Maryland and holding a rating of "A+AA" or better
in the current edition of Best's Insurance Guide.
(b) Exclusive authority to negotiate losses
under said policies shall be vested in the Board of Directors
of the Association, or its authorized representative.
(c) In no event shall the insurance coverage
obtained and maintained pursuant to the requirements of this Article
be brought into contribution with insurance purchased by the owners
of the Lots or their mortgagees, as herein permitted, and any
"no other insurance" or similar clause in any policy
obtained by the Association pursuant to the requirements of this
Article shall exclude scch policies from consideration.
(d) All policies shall provide that such
policies may not be canceled or substantially modified (including
cancellation for non- payment of premium) without at least thirty
(30) days' prior written notice to any and all insureds named
thereon, including any mortgagee of any Lot who requests such
notice in writing.
(e) All policies shall contain a waiver
of subrogation by the insurer as to any and all claims against
the Association, the Board of Directors, the members of the Association
and their respective agents, employees or tenants, and of any
defenses based upon co-insurance or invalidity arising from the
acts of the insured.
Books and Records/Fiscal Management
Section 1. Fiscal Year. The
fiscal year of the Association shall begin on the first day of
January every year, except for the first fiscal year of the Association
which shall begin at the date of recordation of the Declaration
among the Land Records for Anne Arundel County, Maryland. The
commencement date of the fiscal year herein established shall
be subject to change by the Board of Directors should the practice
of the Association subsequently dictate.
Section 2. Principal Office -
Change of Same. The principal office of the Association shall
be as set forth in Article II of the Articles of Incorporation
of the Association. The Board of Directors, by appropriate resolution,
shall have the authority to change the location of the principal
office of the Association from time to time.
Section 3. Books and Accounts.
Books and accounts of the Association shall be kept under the
direction of the Treasurer in accordance with generally accepted
accounting practices, consistently applied. The same shall include
books with detailed accounts, in chronological order, of receipts
and of the expenditures and other transactions of the Association
and its administration and shall specify the maintenance and repair
expenses of the Common Areas and community facilities, services
required or provided with respect to the same and any other expenses
incurred by the Association. The amount of any assessment or portion
of any assessment, required for payment of any capital expenditure
or reserves of the Association shall be credited upon the books
of the Association to the "Paid-in- Surplus" account
as a capital contribution by the members.
Section 4. Auditing. At the
close of each fiscal year, the books and records of the Association
shall be audited by an indeDendent Public Accountant whose report
shall be prepared in accordance with generally accepted auditing
standards, consistently applied. Based upon such report, the Association
shall furnish the members and any mortgagee requesting the same
with an annual financial statement, including the income and disbursements
of the Association, within ninety (90) days following the end
of each fiscal year.
Section 5. Inspection of Books.
The books and accounts of the Association, vouchers accrediting
the entries made thereupon and all other records maintained by
the Association shall be available for examination by the members
and their duly authorited agents or attorneys, and to the institutional
holder of any first mortgage on any Lot and its duly authorized
agents or attorneys, during normal business hours and for purposes
reasonably related to their respective interests and after reasonable
notice. The Declaration, the Articles of Incorporation and the
Bylaws of the Association shall be available for inspection by
any member at the principal office of the Association, where copies~may
be purchased at reasonable cost.
As more fully provided in the Declaration,
each member is obligated to pay to the Association annual and
special assessments which are secured by a continuing lien upon
the property aaainst which the assessment is made. Any assessments
which are not paid when due shall be delinquent. If the assessment
is not paid within thirty (30) days after the due date, the assessment
shall bear interest from the date of delinquency at the maximum
rate Dermitted by law (or such lesser sum as VA or FHA shall specify
if any Lot is insured by FHA or guaranteed by VA), and the Association
may bring an action at law against the Owner personally obligated
to pay the same or foreclose the lien against the property, and
interest, costs, and reasonable attorneys' fees of any such action
shall be added to the amount of such assessment, No Owner may
waive or otherwise escape liability for
the assessments provided for herein by
non-use of the Common Area or abandonment of his Lot.
The Association shall have a seal in circular
form having within its circumference the words: WEST RIVER PLANTATION
HOMEOWNERS ASSO- CIATION, INC., a Maryland corporation.
These Bylaws may be amended, at a regular
or special meeting of the members, by a vote of a majority of
all the members of the Association except, that if any Lot subject
to these Bylaws is then encumbered by a mortgage or deed of trust
guaranteed by VA or insured by EKA, then VA and/or FHA (as applicable)
shall have the right to veto amendments while there is Class B
Section 1. Conflict. These
Bylaws are subordinate and subject to all provisions of the Declaration
and to the provisions of the Articles of Incorporation of the
Association. All of the terms hereof, except where clearly repugnant
to the context, shall have the same meaning as they are defined
to have in the Declaration. In the event of any conflict between
these Bylaws and the Declaration, the provisions of the Declaration
shall control; and in the event of any conflict between these
Bylaws and the Articles of Incorporation of the Association, the
provisions of the Articles of Incorporation shall control.
Section 2. Notices. Unless
another type of notice is hereinelsewhere specifically provided
for, any and all notices called for in these Bylaws shall be given
Section 3. Severability.
In the event any provision or provisions of these Bylaws shall
be determined to be invalid, void or unenforceable, such determination
shall not render invalid, void or unenforceable any other provisions
hereof which can be given effect.
Section 4. Waiver. No restriction,
condition, obligation or provisions of these Bylaws shall be deemed
to have been abrogated or waived by reason of any failure or failures
to enforce the same.
Section 5. Captions. The
captions contained in these Bylaws are for convenience only and
are not a part of these Bylaws and are
not intended in any way to limit or enlarge
the terms and provisions of these Bylaws or to aid in the construction
Section 6. Gender, etc. Whenever
in these Bylaws the context so requires, the singular number shall
include the plural and the converse, and the use of any gender
shall be deemed to include all genders.
IN WITNESS WHEREOF, we, being all of the
Directors of WEST RIVER PLANTATION HOMEOWNERS ASSOCIATION, INC.,
have hereunto set our hands this 1st day of November,
WITNESS: Micheal T. Rose, Director
Mark Kalish, Director
John Dodds, Director
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting secretary
of WEST RIVER PLANTATION HOMEOWNERS ASSOCIATION, INC,, a Maryland
non-stock, non-profit corporation, and,
THAT the foregoing Bylaws constitute the
original Bylaws of said Association, as duly adopted at a meeting
of the Board of Directors hereof, held on the 1st day of
IN WITNESS WHEREOF, I have hereunto subscribed
my name and af- fixed the seal of said Association this 1st
day of November, 1989.
David H. Bader, Secretary