BYLAWS OF THE SAGAMORE ESTATES PROPERTY OWNERS ASSOCIATION

Amended: October, 2007

Article I

NAME, LOCATION AND PURPOSES OF THE CORPORATION:

 

Section 1: Name:

The name of the corporation shall be Sagamore Estates Property Owners Association, Inc (hereafter, "SEPOA" or the "Corporation").

 

Section 2: Location of Principal Office:

The principal office of the Corporation shall be located in such place as the Board of Directors shall designate by resolution.

 

Section 3: Purposes and Objectives of SEPOA:

  1. To define rights and limits of SEPOA membership.
  2. To establish and collect all maintenance and other assessments as required by SEPOA's responsibilities and operations, or to designate other persons and/or entities to handle same.
  3. To serve as representative and negotiating agent and liaison between Sagamore Estates residents and the developer ( or its successor), surrounding communities, all governmental agencies and subdivisions and the Sagamore community.
  4. To insure that all amenities, including access to Twin Lakes and other current recreational facilities remain open and available to the Sagamore Estates community.
  5. To act and serve as a property/unit owners association, as defined in the Pennsylvania Uniform Planned Communities Act, 68 Pa.C. S.A. §510 I et seq., and/or to assign such rights and obligations to a management organization/entity.
  6. To acquire real property, recreational and other support facilities and equipment to benefit the Sagamore Estates community.
  7. To maintain and manage all property, facilities and equipment as may be acquired by SEPOA or to which management responsibility may be assigned by the title owner of record or by any federal or state court or administrative body.
  8. To develop, maintain and enforce rules pertaining to all facilities for which SEPOA has responsibility and standards of community conduct for SEPOA members.
  9. To promote good social relationships within the Sagamore Community and with neighboring communities.
  10. To protect and maintain a sound and healthy natural environment of the bodies of water known as Twin Lakes and the surrounding areas of the community, in cooperation with other concerned organizations.
  11. To take legal action and to otherwise enforce deed restrictions, Township and other state and local laws, rules, regulations and ordinances, pertaining to the health, environmental and aesthetic quality of Sagamore Estates, as needed.

 

ARTICLE II

MEMBERSHIP:

 

Section 1: Criteria

  1. All owners of property (home or lot) within the geographic limits defined in Section 2 below are deemed to be SEPOA members.
  2. All owners of property (home or lot)-and their guests -within the geographic limits defined in Section 2 below are bound by the rules and regulations established by SEPOA.
  3. In order to maintain the rights set forth in Section 3 and Article III below, all members of SEPOA shall be members in good standing, which requires compliance with all of the following conditions:

 l. Have paid in full -through and including the current year-all assessments and fees imposed by SEPOA or any designee thereof.

2. Observe all rules and regulations established by SEPOA for facilities, common areas and events under its control.

 

Section 2:  Geographic Area of SEPOA Eligibility:

SEPOA membership requires ownership of homes or real property located in that tract of land known as Sagamore Estates, abutting Twin Lakes in Shohola Township, Pike County, PA The boundaries of said Sagamore Estates shall be as defined in recorded maps of Sagamore Estates, as recorded in the Recorder of Deeds for Pike County, Pennsylvania, but do not include the following:

  1. Any parcels of land south and/or east of Twin Lakes Road, said plot of land currently housing the Shohola Elementary School and surrounding property.
  2. Any parcels of land which were formerly known as Lakeview Country Estates, and are now known as Symphony West development.

Additional areas of eligibility may be included by a majority vote at a general membership meeting duly announced for that purpose, with voting rights as defined in Article VII.

 

Section 3:  Types of SEPOA Memberships:

There shall be two types of SEPOA membership -Type A and Type B;

  1. Owners of homes - defined as fixed, permanent residential structures, whether finished or -within the geographic area specified in Section 2 above are considered to be Type A members. Type A members have the right to serve as Officers of the Corporation in addition to the rights enumerated in Subparagraph B below.
  2. Owners of lots - defined as owners of all types of property other than "owners of homes" defined in Subparagraph A above-are considered to be Type B members. Type B members shall have the following rights:

 

I . The right to vote at general membership meetings as defined in Article VII.

2. The right to be elected to the Board of Directors subject to the numerical limitation of representation stated in Article VII, Section 2.

3. The right to use "recreational common areas" -as defined in Article III below.

4. All other rights enumerated in Article III

 

Section 4:  Transferability of SEPOA Membership:

SEPOA membership rights are transferable to the purchaser( s) of property within Sagamore Estates, as defined in Section 2 above, subject to the transferor and/or transferee's satisfaction of the conditions noted in Article II. Section I, Subsection C. l. above.

 

Section 5:  Multiple SEPOA Memberships:

  1. If an individual ( which includes multiple persons holding title as tenants by the entirety, tenants in common and joint tenants) is listed as the record owner-on a deed recorded in the Register of Deeds for Pike County-of multiple lots within Sagamore Estates -as defined in Article II, Section 2 above - that individual shall have the membership rights consistent with the highest level of property owned in the same manner-as defined in Article II, Section 3 above -regardless of the number of Type B properties that said individual owns -either individually or in common ownership.
  2. Property held in a non-individual capacity -that is, held in the name of a corporation, partnership or other association - shall have none of the rights referenced in these By-Laws for Type A or Type B owners, but the title owner shall be obligated to pay all fees and assessments imposed by SEPOA.

 

return to top

ARTICLE III

RIGHTS OF SEPOA MEMBERS:

  1. All SEPOA members shall have the right to use the roads of the community and the "recreational common areas" -defined as all beaches, tennis courts, basketball courts, baseball fields and any structures thereon -for and over which SEPOA maintains ownership or legal right to manage and/or control, as limited by SEPOA RULES AND REGULATIONS as established by the Board of Directors.
  2. All SEPOA members in good standing shall have the following rights:

1. To vote for the corporations's Directors as defined in Article VIII, Section 3.

2. To vote on amendments to by-laws as defined in Article XI.

3. To vote on annual maintenance budgets and all other assessments that may be required, in the discretion of SEPOA's Board of Directors.

4. To vote on all other issues that the Board of Directors may submit to the general membership.

 

ARTICLE IV

RESPONSIBILITIES OF SEPOA MEMBERS:

 

Section 1:  Responsibilities of SEPOA Members:

All SEPOA Members have the following responsibilities and obligations:

  1. To maintain membership in good standing as defined in Art. II, Sect. I.
  2. To abide by all rules and regulations established by the Board of Directors under Article VIII, Section 1, both for SEPOA owned/managed facilities and the community at large.
  3. To support the Directors of SEPOA in enforcing all rules and regulations.
  4. To preserve and enhance the quality of the total natural environment of Sagamore Estates and Twin Lakes.
  5. To participate in promoting the purposes and objectives of SEPOA.
  6. SEPOA Members - including its Board of Directors - shall not receive compensation of any kind -financial or otherwise, including but not limited to credits for any assessments imposed upon SEPOA Members by SEPOA - for services which they provide to the SEPOA Board or for services which they render for the benefit of Sagamore Estates.

 

Section 2:  Sanctions For Actions Adverse To SEPOA's Rights or Interests:

  1. In the event that a member acts in any way which is deemed by a 2/3 majority of the SEPOA Board of Directors to materially and adversely affect the rights or interests of SEPOA and its majority members, said member's rights may be modified, as defined in Subsection B below
  2. Penalties for such conduct shall include any or all of the following:
  1. Exclusion from all SEPOA General Membership Meetings.
  2. Preclusion of all membership voting rights, as defined in Articles Ill, VII, XI and XII.
  3. Denial of access to any books and records of the Corporation.
  4. Reimbursement to SEPOA for all costs and fees, including but not limited to attorney's fees, incurred by SEPOA as a direct or indirect result of said conduct.

C. Procedure for violations:

  1. Once said member is notified of suspension in writing by certified U.S. mail, return receipt requested and regular U.S. mail, the member will have seven (7) days to indicate, in writing, a desire and basis for appeal, including a full and complete description of such basis. If no return receipt is received by SEPOA, but the regular mail letter is not returned to SEPOA by the U.S.P.S. within 21 days of its mailing, said letter will deemed to have been received by the member on the 21,i day following its mailing, and all other procedures set forth in this subsection shall be triggered as of that date, which shall otherwise be known as the "date of notification".
  2. If no such letter is received by SEPOA's President from the member within seven (7) days from the date of the notification by SEPOA, the member waives all appeal rights and the Board's suspension shall stand.
  3. If an appeal is made in a proper and timely manner, a hearing before the Board shall take place within twenty (20) days; date, time and location to be decided by the SEPOA President. The member must personally appear at this hearing and present all pertinent information supporting the member's basis for appeal.
  4. Within ten (10) days following the hearing, the member will be provided a written decision. The Board's decision will be final, and the member shall have no right to seek redress from any federal or state Court or other tribunal.
  5. The terms and duration of such a suspension are subject to the discretion of the Board of Directors as is renewal or removal of said suspension. Also, monetary remuneration must be satisfied as a condition before full membership reinstatement. (Only applies if SEPOA has incurred expenses as a result of offending member's conduct or action).

 

return to top

ARTICLE V

FEES AND ASSESSMENTS:

 

  1. All fees and special assessments imposed by SEPOA upon its members shall first be proposed by the Board and - if changed in any manner from year to year - shall be voted on by the general membership at the third mandatory meeting of the year. (See Article VI, Section 1).
  2. Written notice of any proposed changes in the amount of such fees and assessments will be given to the membership prior to the meeting.
  3. All fees and assessments made by SEPOA or its designees must be paid in full in accordance with the payment plan procedures set forth by SEPOA's Board of Directors.
  4. SEPOA reserves the right to assess and to recover late fees, interest as allowed by the laws of the Commonwealth of Pennsylvania, and all costs (including but not limited to attorney's fees) associated in collecting any fees and assessments imposed by SEPOA upon Sagamore Residents, regardless of whether or not the amount of such fees, interest or costs are specifically included in the amount of judgment imposed by a Court of competent jurisdiction.

 

ARTICLE VI

 

Section 1:  Mandatory Meetings:

  1. There shall be three mandatory general membership meetings per year, scheduled as per the SEPOA Board of Directors.
  2. The primary agenda items of the three mandatory meetings are as follows:

1. At the first annual meeting. a comprehensive report on the status of the Corporation will be provided. A Nominating committee will be chosen by the President to develop a slate of candidates for Directors of the Corporation (three (3) directors are elected each year in accordance with Article VIII).

2. At the second annual meeting, the Slate of Candidates for the Board shall be announced. Each candidate shall give a brief summary of his/her qualifications and goals as a director of SEPOA. (Remainder deleted, effective October, 2007).

3. At the third annual meeting, a voting by the general membership will take place to select the three new members of the Board of Directors, and a vote will take place on the next year's maintenance-related fees and assessments, as well as any other fees or charges to be assessed, to the extent that there are changes in same from the previous year.

4. The Board of Directors shall have the right to reduce the number of Board Members from nine (9) to as few as seven (7) in its sole discretion.

 

Additional agenda items will be added to the above mandatory ones as deemed appropriate by the Board.

 

Section 2:  Additional Meetings of the General Membership:

Additional meetings may be called as deemed essential by the Board of Directors. However, a general objective for the Board is the conduct of all business of the general membership at the mandatory meetings wherever feasible.

 

ARTICLE VII

VOTING PROCEDURES:

 

  1. Only SEPOA members in good standing (Article II, Sec. 1) may attend meetings and cast votes.
  2. Type B members may cast one (1) vote on each issue submitted by the Board for membership vote. Type A members (homeowners) may cast two (2) votes on each such issue.
  3. If a member maintains ownership interest in more than one Type A or Type B property, that member shall receive only one vote in accordance with Type A or Type B membership, regardless of the number of properties in which the member has an ownership interest.
  4. If a Type A or Type B property is held in more than one name, said property shall have only one vote in accordance with Type A or Type B membership.
  5. Results of all general membership votes - except as otherwise provided in these Bylaws - shall be determined by a simple majority of votes received by the designated due date set forth by SEPOA's Board of Directors. No vote shall be cast by proxy, unless otherwise authorized by the SEPOA Board of Directors.
  6. In votes for the SEPOA Board of Directors, the top three candidates in votes received wil1 assume office. Majorities are not pertinent due to the odd number of positions to be filled and a variable number of candidates. The names of winning candidates will be announced at the meeting in which their election is held - the third annual general meeting.

 

ARTICLE VIII

BOARD OF DIRECTORS:

 

Section 1:  Powers

The affairs of SEPOA shall be governed and administered by the Board of Directors. The Board has the full power and responsibility for carrying out the purposes of this corporation in accordance with its Articles of lncorporation, Bylaws and established Rules and Regulations. In addition to, and no in limitation of, powers granted to the Board of Directors by pertinent Pennsylvania law, the Board shall have the following specific powers:

 

  1. To sue and be sued, complain and defend in the name of the Corporation.
  2. To have a seal which may be altered at the discretion of the Board and to use the same in any proper manner to support authenticity of Board actions.
  3. To purchase, lease as lessee, receive by gift or bequest, receive rights or interest therein through any legal transaction, real or personal property or any specific interests therein. Such property may be situated in or out of the Commonwealth of Pennsylvania as may be appropriate to the established purposes of this corporation, providing any required funds have been duly appropriated by vote of the general membership as specified in Article VI, Section 3.
  4. To sell and convey, lease as lessor, and otherwise dispose of all or part of the Corporation's real property and other assets or interests therein, subject to the approval by vote of the general membership as required in Article VI, Section I.B.
  5. To elect, appoint, and remove officers and agents of the Corporation and to define their duties and limits of authority.
  6. To promulgate rules and regulations for the conduct of the affairs of the Board and the general membership; for the purposes of this Corporation and the benefit of the larger Sagamore Estates community.
  7. To determine whether the conduct of any SEPOA member violates the duly established rules of the Corporation or these bylaws and to fix the penalty of for the violations which may include exclusion from SEPOA facilities, monetary fines and termination of SEPOA membership.
  8. To appoint committees and define their duties.
  9. To fix the time, place and agenda for all meetings of the general membership, subject to the mandatory annual meetings and core agendas specified in article VI.
  10. To establish and enforce rates and/or fees for SEPOA services or usage of SEPOA facilities, and to delegate its responsibility to improve, maintain and/or repair all properties owned or contro11ed by SEPOA, as well its responsibility to collect fees and assessments for such improvements, maintenance and/or repair, to a third party.
  11. To make levies or special assessments on SEPOA members for specifically defined purposes in accordance with the defined purposes of SEPOA. Such special assessments must be approved by the general membership vote in accordance with Article VI. with the substance of each assessment stated in written notice of the meeting.
  12. To dissolve and wind up the affairs of the Corporation upon approval by vote of the general membership in accordance with Article XII.

 

return to top

Section 2:  Composition of the Board of Directors:

The Board shall consist of nine (9) directors who shall be members in good standing of SEPOA subject to the provisions of Article VI, Section 1, Paragraph 4. A maximum of two directors may be Type "B" members (lot owners) who may participate equally in all votes of the board and serve on committees. All Directors shall be at least 21 years of age. For nomination to the Board, the nominee must have been a resident of, or have owned property in Sagamore Estates for a minimum of (1) year. Members of the same household cannot serve on the Board of Directors at the same time. As stated in Article II, Section 1, only Type "A" Directors may serve as any of the designated officers of the Corporation.

 

Section 3:  Election and Terms of Directors:

Directors shall be elected at the third mandatory annual meeting specified in Article VI. At least three (3) members of the Board shall be elected by the general membership each year for three year terms. The top three candidates in terms of votes received will assume Board membership. Votes cast per each SEPOA membership will be defined in accordance with Article VII - (Type A memberships cast two (2) votes each, Type B memberships cast one (1) vote each). Votes counted will be solely of those memberships who vote in accordance with the procedures specified by the Board of Directors.

 

Section 4:  Nomination of Directors:

Nominations for the Board of Directors shall be made by a Nominating Committee designated by the President at the first annual membership meeting of the year. Recommendations for potential candidates may be made to the nominating committee between the first and second regular annual meeting dates defined in Article VI. At the second regular annual meeting, the slate of candidates developed by the Nominating Committee will be announced.

Nomination of Directors:

 

Section 5:  Vacancies on the Board of Directors:

Unscheduled vacancies on the Board shall be filled by a majority vote of the remaining Directors at a meeting duly announced towards that purpose. Votes must be cast in person or by written proxies provided to Director(s) in attendance. The total votes counted in such an election (in·person plus proxies) must represent a normal quorum for the Board as specified in Section 9 ( at least 5 total votes counted relative to each vacancy). Each Director so elected will serve until the next general membership meeting at which replacement Directors are elected in accordance with Section 3 above. Votes for such unscheduled vacancies will be in addition to those held for normally expiring three (3) year terms.

 

Section 6:  Time and Place of Board Meetings:

Meetings of the Board of Directors may be held at such time and place as agreed to by a majority of the Board or as may be specified in the notice for each meeting.

 

Section 7:  Notice of Board of Directors Meetings:

Written Notice of each meeting of the Board will normally be provided to each Director at least ten (10) days prior to the day designated for the meeting, except where emergencies requiring urgent Board action preclude such notice.

 

Section 8:  Quorum for Board Meetings:

The quorum necessary for the official transaction of Board business shall be a minimum of five (5) Directors. The majority votes of those present shall be legally binding upon the entire Board and the Corporation. However, as specified in Section 6, votes by the Board to fill an unscheduled Board vacancy may assemble the quorum by the inclusion of written proxies presented by Directors in attendance at a meeting announced to fill the vacancy.

 

Section 9:  Board Action by Written Consent:

Any legitimate Board action which may be taken at a normally convened Board meeting may be taken without holding a meeting, providing that at least five (5) sitting Directors consent in writing to the proposed action as fully set forth in writing. The action taken, with signatures of all concurring Directors shall be filed with the Secretary.

 

Section 10:  Election of Officers of SEPOA's Board of Directors:

Within ten ( 10) days after the mandated general membership vote to fill expiring directorships (Article VI, Section l .B.3) the newly constituted Board shall meet to elect the Officers of the Corporation. These Officers shall include Chairman of the Board, President, Vice President, Secretary and Treasurer, who each must be Type "A" (homeowner) Directors of the newly constituted Board. Additional officers or agents may be established at the discretion of the Board of Directors. The duties and limitations of such positions must be defined in writing and filed with the Secretary. Where such an officer or agent interfaces with the SEPOA community, his/her identity and duties will be identified in written notice to the SEPOA membership. Such discretionary positions need not be filled from the board of Directors or the SEPOA membership.

 

Section 11:  Removal of Directors from Office:

The Board of Directors may declare "vacant for cause" the office of a duly elected Director upon a vote taken by the remaining directors. Pertinent causes for removal of a director shall include:

 

  1. Regular failure to attend duly announced meetings of the Board.
  2. Failure to perform assigned responsibilities as an Officer of the Corporation.
  3. Failure, as an Officer, to carry out legitimate actions decided by proper Board proceedings.
  4. Failure to substantially fulfill committee tasks as agreed to at the time of assignment.
  5. Misappropriation or fraudulent use of corporation funds.
  6. Conviction of a felony.
  7. Declaration by a court of law as being of unsound mind.
  8. Flagrant indiscretion with regard to legitimate Board actions in conduct of the Corporations's business.

 

Removal of a Director from the Board shall require a vote for removal by at least five (5) of the remaining Directors. The vote for removal need not be taken with the subject Director in attendance. However, the grounds for removal and the concurrence of the Directors in the removal action must be documented in writing and filed with the Corporation's records. On being informed of the removal action, the subject Director may request in writing a formal Hearing of Appeal with the Board. After the granting and conduct of such hearing, a written vote to sustain the removal by at least five (5) Directors shall again be required for final removal action. The subject Director shall then be given a written notice of his/her removal as a Director and the cause{s) for that removal.

 

Section 12:  Bonding or Insuring of Board:

The Board of Directors shall be bonded or insured for any fraud or malfeasance in an amount equal to the average annual balance of SEPOA's maintenance account(s). On an annual basis, the Board of Directors shall designate one Officer -other than the Treasurer -to confirm directly with each financial institution at which SEPOA holds liquid assets and confirm that the balance of each account are consistent with those reported by the Treasurer.

 

return to top

ARTICLE IX

DUTIES OF CORPORATION OFFICERS:

 

Section 1:  The Chairman of the Board of Directors shall:

  1. Preside at all meetings of the Board of Directors
  2. Oversee the other officers of the Corporation to determine that they are carrying out their duties, as set forth in these By­Laws or as ordered by the Board of Directors.
  3. Have primary responsibility for any legal issues which are or need to be addressed by the Board of Directors.

 

Section 2:  The President of the Board of Directors shall:

  1. Have general and active management of SEPOA's business.
  2. See that all orders and resolutions of the Board of Directors are carried out.
  3. Execute all contracts, affixing the corporate seal thereto.
  4. Have general supervision and direction of all other officers and see that their duties are properly performed.
  5. Submit a report of the operations of the Corporation for the fiscal year to the Board of Directors and general membership at the first annual general membership meeting.
  6. Report to the Board of Directors all matters within his or her knowledge that materially affect the Corporation's business.
  7. Be a member of all committees.
  8. Have the powers, duties and management authority normally vested in the office of President in a corporation.
  9. Appoint all committees, except as herein otherwise provided.
  10. Be the Managing Director of the Corporation.
  11. Preside at all meetings of the general membership.

 

Section 3:  The Vice,.President of the Corporation shall:

  1. Be vested with all the powers and perform all the duties of the President during the absence or serious indisposition of the latter.
  2. Preside at Board meetings in the absence of the President.
  3. Have other duties as may be defined from time to time by the Board of Directors.

 

Section 4:  The Secretary of the Corporation shall:

  1. Attend all meetings of the Board of Directors and the general membership and act as a clerk thereof.
  2. Count and record the results of all votes and record minutes of all SEPOA meetings -exclusive of Committee meetings - in a book to be kept for that purpose.
  3. When required, perform a like service for all standing committees.
  4. Send notice of all meetings of the Board to the Directors and notice of general membership meetings to all SEPOA members.
  5. Perform other duties under the President's supervision as may be prescribed by the President or the Board of Directors.
  6. Be the designated custodian of the Corporate Seal and all of the books and records of the Corporation except as may be specifically provided otherwise.

 

Section 5:  The Treasurer of the Corporation shall:

  1. Have charge of the funds and financial records of the Corporation under the direction of the Board of Directors.
  2. Deposit the Corporation's funds in the name of the Corporation in depositories designated by the Board of Directors.
  3. Pay all expenses of the Corporation, as specified by the Board of Directors.
  4. Make a complete and accurate report of the corporate finances of SEPOA at the first meeting of the general membership and at other times as may be requested by the President or the Board of Directors.

 

ARTICLE X

OFFICERS OF THE CORPORATION - GENERAL:

 

Section 1 :  Requirements:

  1. All Officers of the Corporation must be natural persons at least 21 years of age, and shall be individuals (see Article II, Section 5) who are in good standing (see Article II, Section 1 and Article IV, Section 1) and who hold Type A (see Article II, Section 3) title ownership of property within Sagamore Estates, as those terms are defined in Article II above.
  2. All contracts and any other legally binding documents authorized by the Board of Directors to be executed or entered into between the Corporation and any other person or legal entity require signature or other affirmation by officer(s) of the Corporation, as follows:

 

The President or, if so designated by the President, the Vice President, and-if required by operation of law or by said other person or legal entity- by any one oft be following officers: Secretary, Treasurer or Chairman of the Board.

 

ARTICLE XI

AMENDMENTS TO THE BYLAWS:

 

These Bylaws may be amended by a 2/3 majority of eligible votes cast wherein bylaw revisions and their content have been announced in the written notice of the meeting. Voting procedures shall be handled consistently with those set forth in Article VII above.

 

ARTICLE XII

DISSOLUTION OF THE CORPORATION:

 

The dissolution of the Corporation may be effected by a 'lJ3 majority of votes cast where that action has been anno11uccd as an action item in the written meeting notice. Voting procedures shall be handled consistently with those set forth in Article VII above.

 

return to top

 

 

 SEPOA — 111 John Lane  |  Shohola, Pennsylvania  18458