BY-LAWS OF DUNES AT SOUTHAMPTON HOMEOWNERS ASSOCIATION, INC. A NEW YORK NOT-FOR PROFIT CORPORATION

 

ARTICLE I.

NAME, LOCATION AND PRINCIPAL OFFICE

These are the By-Laws of Dunes at Southampton Homeowners Association, Inc. Hereinafter referred to as the “Association”.

ARTICLE II.

DEFINITIONS

The following words when used in these By-Laws shall, unless the context otherwise prohibits, have the meanings set forth below:

(a) “Association” shall mean and refer to Dunes at Southampton Homeowners Association, Inc., a New York Not-for-Profit Corporation.

(b) “Declaration” shall mean and refer to the Declaration of Covenants, Restrictions, Easements, Charges and Liens applicable to The Properties recorded among the land records in the Clerk of the County of Suffolk, New York.

(c) The “Property” shall mean and refer to all those areas of land described in and subj ect to the Declaration.

(d) “Lot” shall mean and refer to any plot of land INTENDED and subdivided for residential uses shown on the subdivision map of the Property but shall not include the Common Areas as herein defined.

(e) “Member” shall mean and refer to each holder of a membership interest in the Association, as such interest 1s set forth in Article VI. Ä

(f) “Home” shall mean and refer to all units of residential housing situated upon lots located on the Property.

(g) “Owner” shall mean and refer to the record owner of fee simple title to any Home. Every Home Owner shall be treated for all purposes as a single owner for each Home held, irrespective of whether such ownership is joint, in common or tenancy by the entirety. Where such ownership is joint, in common or tenancy by the entirety, majority vote of such owners shall be necessary to cast any vote to which such Owners are entitled.

(h) “Common Properties” or “Common Areas” shall mean and refer to certain areas of land other than individual Lots as shown on the filed subdivision map and intended to be devoted to the common use and enjoyment of the owners of the Property.

(i) “Development” shall mean Dunes at Southampton, a 47 home development.

ARTICLE III.

PURPOSES

This Association is formed to own, operate and maintain the Common Properties and to provide for certain exterior maintenance of the Homes for the benefit of the members of the Association.

ARTICLE IV.

APPLICABILITY

All present and future Members shall be subject to these By-Laws and to the rules and regulations issued by _ the Association to govern the conduct of its Members.

ARTICLE V.

USE FACILITIES

The Common Properties shall be limited to the use of the Members and their guests. In the event that a Member shall lease or permit another to occupy his Home, however, the lessee or occupant shall at the option of the Member, be permitted to enjoy the use of the Common Properties in lieu of and subject to the same | restrictions and limitations as said Member. However, both the Member and the Lessee may not use the facilities at the same time. Any Member, lessee or occupant entitled to the use of the Association facilities may extend such privileges to members of his family residing in his household by notifying the Secretary in writing of the names of any such persons and of the relationship of such Member, lessee or occupant to such persons.

ARTICLE VI.

MEMBERSHIP AND VOTING RIGHTS

section 1. Membership, The Association shall have one class of membership interest as follows: The Owner of each Home on the Properties shall be a member whether such ownership is joint, in common or tenancy by the entirety. Each member is entitled to one vote. When more than one person or entity holds such interest in any Home, the one vote attributable to such Member shall be exercised as such persons mutually - determine and not more than one vote may be cast with respect to any such Home. No member shall split or divide its votes on any motion, resolution or ballot.

ARTICLE VII.

QUORUM, PROXIES AND WAIVERS

Section 1. Quorum, So many Members as shall represent at least 51 % of the total authorized votes of all ~~ Members present in person or represented by written proxy shall be requisite to and shall constitüteaquorum at -- äll-meetings oftthe Associätion for the transaction of business, except as otherwise provided by Statute, by the Declaration, the Certificate of Incorporation ofthe Association or by these By-Laws. Ifhowever, such quorum shall not present or represented at any meeting of the Association, the Members entitled to vote thereat, present in person or represented by written proxy, shall have the power to adjourn the meeting. At least 5 days written notice of such adjourned meeting shall be given to all Members. At such adjourned meeting any business may be transacted which might have been transacted at the meeting originally called. “At such adjourned meeting, so many members .as shall represent at least 33-1/3 of the total authorized votes of all members shall constitute ao quorum. |

Section 2, Vote Required to Transact Business, When a quorum is present at any meeting, the vote of'a majority of the Members present in person or represented by written proxy shall decide any question brought before such meeting and such vote shall be binding upon all Members unless the question is one upon which by express provision of the Statues, Declaration, Certificate of Incorporation or of theses By-Laws, a different vote is required, in which case such express provisions shal] govern and control the decision of such question.

Section 3. Right to Vote. Members shall be entitled to vote either in person or by proxy at any meeting of the Association. Any-such proxy:shall only be valid for such meeting or subsequent:-adj ourned meetings...

Section 4. Proxies. All proxies shall be in writing and shall be filed with the Secretary prior to the meeting at which the same are to be used. Annotation of such proxies shall be made in the mi of the meeting.

Section 5, Waiver and Consent, Wherever the vote of the membership at a meeting is required or permitted by Statute or by any provision of the Declaration Certificate of Incorporation or of 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. |

Section 6. Place of Meeting, Meetings shall be held at any suitable place convenient to the Members as may be designated by the Board of Directors and designated in the notices of such meetings.

Section 7. Annual Meeti The annual meeting of the membership ofthe Association shall be held on such atesasis fixed by:the Board of Directors. The Members may also transact such other business as may properly come before the meeting.

Section 8. Special Meetings. It shall be the duty of the President to call a special meeting of the Association, if so directed by the Board of Directors, or upon the presentation to the Secretary of a petition signed by majority of the Members.

Section * 9, Notice of Meetings, It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Mémber at least ten but not more than thirty days prior to such meeting. The mailing ofa notice in the manner provided in these Jaws Shall be considered notice served.

section 10, Order of Business. The order of business at all meetings shall be as follows:

(a) Roll call | |

(b) Proof of notice of meeting or waiver of notice .

(c) Reading of minutes of preceding meeting

(d) Report of officers

(e) Report of committees

(f) Appointment of inspectors of election (in the event there is an election)

(g) Election of Directors (in the event there is an election)

(h) Unfinished business '

(i) New business

ARTICLE VIII.

BOARD OF DIRECTORS. 

Section 1. Number and term. The number of Directors which shall constitute the whole board shall not be less than three no more than five. At the annual meeting, in 1997 and at alternate annual meetings thereafter, the Members shall vote for and elect the Director(s) to serve for a two year term. All Directors must be éither Members of the Association or immediate family members resident in the Members home. Nominees and: Directors must be and remain in good financial standing with the Association. As required by law, each Director shall be as least nineteen years of age.

Section 2, Vacancy and Replacement, If the office of any Director becomes vacant by reasons of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors though less than a quorum, at a special meeting of Directors duly called for this purpose, shall choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred an until his successor 1s duly elected and qualified.

Section 3, Financial Standing of Board Members. Board Members must be in good financial standing with the Association (current within 89 days) or they may be expelled from the Board.

Section 4. Removal. Directors may be removed for cause by an affirmative vote of a majority of the Members. No Director, shall continue to serve on the Board if, during his term of office, he shall cease to be a Member.

Section 5, Powers, (A) The property and business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by Statute, Declaration, Certificate of Incorporation or by these By-Laws, directed or required to be exercised or done by the Members or Owners personally. These powers shall specifically include, but not be limited to the following items:

1. To determine and levy monthly assessments (“Association assessments”) to cover the cost of operating and maintaining the Common Properties payable in advance. The Board of Directors may increase the monthly assessments or vote a special assessment in excess of the amount, if required, to meet any additional necessary expenses.

2. To collect, use and expend the assessments collected to maintain, care for and preserve the roads, recreation facilities, Common Areas, and common area landscaping.

3. To make repairs, restore or alter the Common Properties after damage or destruction by fire or other casualty or as a result of condemnation or eminent domain proceedings.

4. To open bank accounts and borrow money on behalf of the Association and to designate the signatories to such bank accounts.

5. To levy late charges on any common monthly maintenance fees or assessments which are more than 10 days in arrears. AO mes me Sanur reinem nm mer nm

6. To collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members for violations of the house rules or rules and regulations herein refereed to.

7. To make reasonable rules and regulations and to amend the same from time to time. Such rules and regulations and amendments thereto shall be binding upon the Members when the Board has approved them in writing and delivered a copy of such rules and all amendments to each Member. Such rules and regulations may without limiting the foregoing include reasonable limitations on the use of the Common Properties by guest of the Members as well as reasonable admission and other fees for such use.

8. To employ workmen, contractors and supervisory personnel, and to purchase supplies and equipment, to enter into contracts to provide maintenance and other services and generally to have the power of Directors in connection with the matters hereinabove set forth.

9. To bring and defend actions by or against one or more Members and pertinent to the operation of the Association and to assess special assessments to pay the cost of such litigation.

10. To hire a Managing Agent to perform and exercise the powers of the Board of Directors in the management of the Development. Committees established by resolution of the Board of Directors shall keep regular minutes of their proceedings and shall report the same to the Board as required.

11. To require members to keep their property in good condition and repair including, but not limited to, mowing of lawn and exterior painting. | |

(B) The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees. Committees established by resolution of the Board of Directors shall keep regular minutes of their proceedings and shall report the same to the Board as required.

Section 6, Compensation. Directors and officers, as such, shall receive no compensation for their services.

Section 7. Meetings,

(A) The first meeting of each board newly alaected by the members shall be held immediately upon adjournment of the meeting as which they were elected, provided a quorum shall then be present, thereafter as may be practicable. The annual meeting of the Board of Directors shall be held at the same place as the annual meeting of Association Members and immediately as the annual meeting of Association Members and immediately after the adjournment of same, at which time the dates, places and times of regularly scheduled meetings of the Board shall be set. |

(B) Regularly scheduled meetings ofthe Board may be held without special notice.

(C) Special meetings ofthe Board may be called by the President on two (2) days notice to each Director either personally, by overnight delivery, fax, or telegram. Special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of at least two (2) Directors.

(D) At.all meeting ofithe Board, a majority of the Directors shall be necessary and sufficient to constitute a > quorum for.the transaction of business, andan act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by Statute or by the Declaration or by these By-Laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present.

(E) Before or at any meeting of the Board of Directors, and Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 8, Annual Statement. The Board of Directors shall furnish to all Members and shall present. ‚annually_(at;th annual.meeting) and when called for by a vote of the Members at any special meeting of the Mem d.clear:statement of the business conditions and affairs ofthe Association: including a ~balance-shee 35: tified by an independent public accountant-and:a ‘statement, regarding any.taxable income attributable to the Members and notice of the holding Of the a gi Association ‘members. ~~

Section 9, Fidelity Bonds, The Board of Directors shall require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be an expense of the Association.

Section 10. Liability of the Board of Directors, Any contract, agreement or commitment made by the Board of Directors shall state that it is made by the Board of Directors as agent for the Home Owners as a group only and that no Member of the Board of Directors nor individual Home Owners shall be liable for such contract, agreement or commitment. The Home Owners shall be liable as a group under such contract, agreement or commitment, but the liability of each Home Owner shall be limited to such portion of the total liability thereunder as his common interest bears to the common interest of all Home Owners. The Board of Directors shall have no liability to the Home Owners in the management of the Community, except for willful misconduct or bad faith and the Home Owners shall severally indemnify all Members of the Board of Directors against any liabilities or claims arising from acts taken by a Member of the Board of Directors in accordance with his duties as such Member, except acts of willful misconduct or acts made in bad faith. Such several liability of the Home Owners shall, however, be limited to such proportion of the total liability thereunder as such Home Owners’ common interest bears to the common interest of all Home Owners.

ARTICLE IX

 OFFICERS

section 1, Elective Officers, The officers of the Association shall be chosen by the board of Directors and shall be a. President, Er a Vice President, a Secretary.and a Treasurer. The Board of Directors may also choose one or more Assistant Secretaries and Assistant Treasurers and such other officers as in their judgment may be necessary. All officers must be either members of the Board of Directors, Members of the Association, or lessees or occupants entitled to the use of the Properties in lieu of the Member renting or permitting them to occupy the Home in which the reside. The office of Secretary and Treasurer may be held by the same person.

Section 2, Election, The Board of Directors, at its first meeting after each annual meeting of Association Members, shall elect a-President, a Vice President, a Secretary, and a Treasurer. Only the President must be a_ Memiber:of'the Board. ey TATE TE erm mete | am cane er

Section 3. Appointive Officers. The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

section 4, Term. The officers shall hold office for a period of two years or until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed with or without cause, at any Board of Directors may be removed with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors present at such meeting, provided prior notice was given to all Board members that this item was on the agenda for such meeting. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 5. The President, The President shall be the chief executive officer ofthe Association; he shall eside at all meeting ofthe Association Members and the Board of Directors, shall be an ex-officio member of anding committees, shall have general and active management of the business of the Association, shall see at all orders and resolutions of the Board are carried into effect and shall have such other powers and duties as > usually vested in the office of President of a corporation organized under the Not-for-Profit Corporation w of the State of New York. ee]: 5 Bey RESO ES

Section 6. The Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act and shall have such other powers and duties as are usually vested in the office of Vice President of a corporation organized under the Nor-for-Profit Corporation Law of the State of New York. : |

Section 7, The Secretary, The Secretary and/or Assistant Secretary shall attend all sessions ofthe Board and all meetings of Association Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of Association Members and special meetings ofthe Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall be.

Section 8, The Treasurer, The Treasurer shall have the custody ofthe Association funds and securities and shall keep full and accurate chronological accounts of receipts and disbursements in books belonging to the Association including the vouchers for such disbursements, and shall deposit all monies, and other valuable effects in the name and to the credit ofthe Association in such depositories as may de designated by the Board of Directors. These duties may also be exercised by the Managing Agent, if any. ‘However, such Management Agent shall not replace the Treasurer. He shall disburse the funds of the Association as he may be ordered by the Board, making proper vouchers for such disbursements and shall render to the President and Directors, at the regular meeting of the Board or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Association. He shall keep detailed financial records and books of account of the Association, including a separate account for each Member, which among other things, shall contain the amount of each assessment, the date when due, the amount paid thereon and the balance remaining unpaid. ‘eerie en nenn nme nun en A nennen 4 # or oo . He shall keep detailed financial records and books of account ofthe Association, including a separate account for each Member, which among other things, shall contain the amount of each assessment, the date when due, the amount paid thereon and the balance remaining unpaid.

Section 9, Agreements, etc, All agreements and other instruments shall be executed by the President or such other person as may be designated by the Board of Directors.

ARTICLE X.

NOTICES.

section 1, Definitions, Whenever under the provisions of the Declaration or of these By-Laws, noticé is > required to be given to the Board of Directors or to any Director or Association Member, it shall not be post construed office:or to mean personal notice; but such notice may be given in writing, by mail, by depositing the same in a letter box in ‘a postpaid sealed wrapper, addressed to the Board of Directors, such Director, or Member; sat such address as appears on the books of the Association..

section 2, Service of Notice -Waiver, Whenever any notice is required to be given under the provisions of the Declaration, or of these By-Laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.

ARTICLE XI.

ASSESSMENTS AND FINANCES

Section1. Creation of the Lien and Personal Obligation of Assessment: The creation of the lien and personal obligation of assessments is. governed by Section 1 of Article VII of the Declaration.

Section 2, Purpose of Assessments, The purpose of assessments is as specified in Section 2 of Article VII of the Declaration.

Section 3, Basis of Assessments, The basis of the assessments is as specified in Section 3 of Article VII of the Declaration.

Section 4, Date of Commencement of Assessments: Due dates. The date of commencement and the due dates of assessments are as specified in Section 4 of Article VII of the Declaration.

Section 5. Effect of Non-payment of Assessment: Remedies of the Association. The effect of nonpayment of assessments and the remedies of the Association shall be as specified in Section 5 of Article VII of the Declaration.

Section 6. The lien of the assessments provided for herein shall be subordinated pursuant to the provisions of Section 5 of Article VII of the Declaration.

Section 7, Checks, All checks or demands for money and notes of the Association shall be signed by the President and Treasurer, or by such other officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 8. Operating Account, There shall be established and maintained a cash deposit account to be known as the “Operating Account” into which shall be deposited the operating portion of al monthly and special assessments as fixed and determined for all members. Disbursements from said account shall be for the general needs for the operation including, but not limited to wages, repairs, betterment’s, maintenance and other operating expenses of the community.

Section 9, Other Accounts, The Board shall maintain any other accounts it shall deem necessary to carry out its purposes.

ARTICLE XII.

AMENDMENTS

These By-Laws may be altered, amended or added to at any duly called meeting of Association Members provided:

(1) that the notice of the meeting shall contain a full statement of the proposed amendment and

(2) that the amendment shall be approved by vote of at least sixty six and two thirds percent (66-2/3%) of the Members. No amendment , however, shall affect or impair the validity or priority of the Members interests and the interests of holders of a mortgage encumbering a Member’s Home.

ARTICLE XIII.

SELLING, LEASING AND GIFTS OF HOMES

Section 1. Selling and leasing Homes. Any Home may be conveyed or leased by a Member free of any restrictions except that no Member shall convey, mortgage, pledge, hypothecate, sell or lease his Home unless and until all unpaid Association expenses assessed against the Home shall have been pain as directed by the Board of Directors. Such unpaid Association expenses, however, may be paid out of the proceeds from the sale of a Home, or by the Grantee. Any sale or lease of a Home or unit in violation of this section shall be voidable at the election of the Board of Directors. Upon the written request of a Member or his mortgagee, the Board or its designee shall furnish a written statement of the unpaid charges due from such Member which shall be conclusive evidence of the payment of amounts assessed prior to the date of the statement. A reasonable charge may be made by the Board for the issuance of such statements. The provisions of this Section shall not apply to the acquisition of a home by a mortgagee who shall acquire title to such Home by foreclosure or by deed in lieu of foreclosure. In such event the unpaid assessments against the home which were assessed and became due prior to the acquisition of title to such home by such mortgagee shall be deemed waived by the Association and shall be charged to all other members of the Association as common expense. Such provisions shall, however, apply to any assessments which are assessed and become due after the acquisition of title to such home by the mortgagee and to any purchaser from such mortgagee. Whenever the term “Home” is referred to in this Section, it shall include the Home, the Member’s interest in the Association and the Member’s interest in any Homes acquired by the Association.

section 2, Gifts, etc, Any member may convey or transfer his Home by gift during his lifetime or devise his Home by will or pass the same by intestacy without restriction.

Section 3. Processing fee. A processing fee of $250.00 will be required to be paid by any new Member upon his purchase of a unit to the Association.

ARTICLE XIV.

GENERAL PROVISIONS

Section 1. Fiscal year. The fiscal year of the Association shall be fixed by resolution of the Board of Directors.

Section 2, Seal, The Association seal shall have inscribed thereon the name of the Association and the year of its incorporation under the laws of the State of New York. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 3. Architectural Control. No building, fence, wall, or other structure shall be commenced or erected upon their Lots within the Property nor shall any exterior addition to or change showing the nature, kind, shape, height, materials, color and locations of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to any surrounding structures and topography by the Board of Directors of the Association, or by a design review committee delegated such power by the Board and composed of three or more representatives appointed by the Board, (the “Design Review Committee”), persuant to sections 1,2 and 3 off the declarations.

section 4. Landscaping, and Lighting. Landscaping of the Common Area shall be substantially in accordance with the Common Area Landscaping Plan. Landscaping of the Lots by Owners shall be in harmony with the Common Area Landscaping Properties. Outdoor lighting on each Lot shall be in harmony with the Approved Plans and the Common Area Landscaping Plan and shall not interfere with the enjoyment of any other Owner. Any substantial change in the landscaping or outdoor lighting of a Lot shall require the written approval of the Board of Directors or its Design Review Committee.

Section 5. Approval Schedule, In the event the Board of Directors or the Design Review Committee, as the case may be, fails to give its approval or disapproval as required in Section 4 and 5 of the Article within 60 days after a request for approval in forms satisfactory to it have been submitted to it, such approval shall not be required and the provisions of this Article shall be deemed to have been fully complied with.

Section 6, Cost of Review by the Association, All costs incurred by the Association in reviewing any plans and specifications pursuant to this Article shall be borne by the Owner requesting such review and shall be payable to the Association by such Owner within thirty (30) days after the presentation to the Owner of a Statement of Costs actually incurred by the Association.

section 7 Examination , of Books and Records, Each Member, or their respective representatives and first mortgages, shall be entitled to a reasonable examination of the books and records of the Association at any time upon reasonable notice to its Board of Directors. The Declaration, Certification of Incorporation and the By- Laws of the Association shall be available for inspection by any Member or first mortgagee at the principal office of the Association.

Section 8, Construction. Whenever the masculine singular form of the pronoun is used in these By-Laws, it shall be construed to mean the masculine, feminine or neuter, singular or plural, whenever the context so required. 10 In case of any conflict between the Certificate of Incorporation and these By-Laws, the Certificate shall control and in the cast of any conflict between the Declaration and these By-Laws, the Declaration shall control.

Section 9. Severability, Should any ofthe convenants, terms or provisions herein imposed be or become unenforceable at law or in equity, the remaining provisions of these By-Laws shall, nevertheless, be and remain in full force and effect.