PEBBLE BEACH FARMS LOT OWNERS
Article I. Name, Location and Principal Office
The Corporation shall be known as Pebble Beach Farms Lot Owners Association, Inc. Its principal mailing address is P.O. Box 387, East Marion, New York 11939.
Article II. Definitions
The following words when used in these By-Laws shall, unless the context otherwise prohibits, have the meanings set forth below:
“ASSOCIATION” shall mean and refer to PEBBLE BEACH FARMS LOT OWNERS ASSOCIATION, INC., a New York Not-for-Profit Corporation.
“SPONSOR” shall mean and refer to PEBBLE BEACH REALTY, INC., a New York Corporation, and its successors and assigns.
“DECLARATION” shall mean and refer to the Declaration applicable to the Properties recorded in the Office of the Clerk of Suffolk County, New York, on June 11, 1975, in Liber 7855 beginning at p. 4.
“THE PROPERTIES” shall mean and refer to all those areas of land described in Schedule A to the Declaration.
“COMMON PROPERTIES” shall mean and refer to those open space areas of land, including the facilities constructed thereon, if any, described as open space areas “A”, “B”, “C”, “D”, “E”, “F”, and “G” on the subdivision map entitled “Map of Pebble Beach Farms, East Marion, Town of Southold, Suffolk County, New York,” and the private roads and streets shown thereon, said map having been filed in the Suffolk County Clerk’s Office on June 11, 1975 as Map No. 6266.
“MEMBER” shall mean and refer to each holder of either of the two classes of Membership Interests in the Association, as such interests are set forth in Article VI.
“LOT” shall mean and refer to lots shown as separately numbered parcels of land on the Subdivision Map of Pebble Beach Farms.
“OWNER” shall mean and refer to the owner of fee simple title to any lot in the Properties. 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 the owners are entitled.
Article III. Purpose
This Association is formed to own, operate, manage and control the Common Properties as a Homeowners’ Association for the benefit of its Members as herein defined.
Article IV. Applicability
All present and future Members, Lessees, Tenants, their families, guests, licensees, agents, employees and any other person or persons that shall be permitted to use the Common Areas 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 of 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 lot, 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. 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 two (2) classes of Membership interests as follows:
CLASS A. Class A Members shall be the Owners of a lot or lots. Such Members shall be entitled to voting rights on the basis of one (1) vote per Lot owned regardless of the number of persons owning the lot.
CLASS B. The sole Class B Member shall be the Sponsor who shall have one (1) vote for each lot owned by the Sponsor herein within the Subdivision. The Class B Member after two (2) years following the closing of title or sale of the first lot within the subdivision shall not elect a majority to the Board of Directors, i.e., if the number of directors are three or 4, the Class B Member shall not be permitted to elect more than 1 director; if the number of directors are 5 or 6, the Class B Member shall not be permitted to elect more than 2 directors.
Section 2. Suspension of Membership.
The rights of Membership are subject to the payment of periodic assessments levied by the Board of Directors, the obligation of which assessments is imposed against each Member and becomes a lien upon the property of any Owner against which such assessments are made as provided for by the Declaration. During any period in which a Member shall be in default in the payment of any assessment levied by the Association, the voting rights, if any, of such Member and the Member’s right to use the Common Properties may be suspended by the Board of Directors until such assessment has been paid. Such rights of a Class A Member may also be suspended after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and regulations established by the Board of Directors governing the use of the Common Areas.
Article VII. Quorum, Proxies and Waivers.
Section 1. Quorum. So many Members as shall represent at least fifty-one (51%) percent of the total authorized votes of all Members present in person or represented by written proxy shall be requisite to and shall constitute a quorum at all meetings of the Association for the transaction of business, except as otherwise provided by Statute, by the Declaration, the Certificate of Incorporation of the Association or by these By-Laws.
If, however, such quorum shall not be 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 from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originally called.
Section 2. Vote Required to Transact Business. When a quorum is present at any meeting, the vote of a majority of votes entitled to be cast by 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 law, Declaration, Certificate of Incorporation or of these By-Laws, a different vote is required.
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 adjourned meetings thereof.
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.
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 such place as may be designated by the Board of Directors and designated in the notices of such meetings.
Section 7. Annual Meeting. The annual meeting of the membership of the Association shall be held on such date as is fixed by the Board of Directors. At such meetings there shall be elected by ballot of the membership a Board of Directors in accordance with the requirements of these By-Laws. 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 a majority of the Members.
Section 9. Notice of Meetings. If 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 Member at least ten (10) but not more than fifty (50) days prior to such meeting.
Section 10. Order of Business. The order of business at all meeting 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) Unfinished Business
h) New Business
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Article VIII. Board of Directors
Section 1. Number and Term. The number of Directors which shall constitute the whole Board shall be fixed from time to time by vote of the members but shall not be less than three (3). An initial Board consisting of three (3) Directors shall be designated by the Sponsor to serve until the first annual meeting of the Association. At the first annual meeting and all subsequent annual meetings the Members shall vote for and elect Directors to serve for one (1) year terms and until their successors have been duly elected and qualified. All Directors other than those the Sponsor shall have nominated must be Members of the Association. Each Director shall be at least nineteen (19) years of age.
Section 2. Voting. In any election of Directors, each Member shall be entitled to one vote for each lot owned by said Member. However, after two (2) years from the date of closing of title to the first lot within the Subdivision, Class B Members shall not be entitled to elect more than a majority of the Board of Directors as set forth in Article VI Section 1 hereof.
Section 3. Vacancy and Replacement. If the office of any Director becomes vacant by reason 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 and until his successor is duly elected and qualified.
Section 4. Removal. Directors may be removed for cause by an affirmative vote of a majority of the Members. No Directors, other than a designee of the Sponsor, 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 personally. However, no extraordinary expenditures or expenditures for capital improvements shall be made without the approval of the Members. Directors’ powers shall specifically include, but not be limited to the following:
1. To determine and levy annual 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 that amount, if required, to meet any additional ordinary and necessary expenses.
2. To collect, use and expend the assessments collected to maintain, care for and preserve the Common Properties.
3. To open bank accounts on behalf of the Association and to designate the signatories to such bank accounts.
4. To insure and keep insured the Common Properties in accordance with Article XII of these By-Laws.
5. To collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members for violations of the rules and regulations herein referred to.
6. 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. Such rules and regulations may, without limiting the foregoing, include reasonable limitations on the use of the Common Properties by guests of the Members.
7. To employ workmen, gardeners and a bookkeeper, and to purchase supplies and equipment, to enter into contracts, to provide maintenance and other services to said property and generally to have the powers of Directors in connection with the matters herein above set forth.
8. To bring and defend actions by or against more than one (1) Member and pertinent to the operation of the Association.
9. To acquire and maintain adequate fire, public liability and such other insurance as it deems necessary for the protection of its property and Members.
b) The Board of Directors may, by Resolution or Resolutions, passed by a majority of the whole Board, designate one or more committees, each of such committees to consist of at least three (3) Directors or Members, one of whom shall be a Director, which, to the extent provided in said Resolution or Resolutions, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Association and may have power to sign all papers which may be required, provided the said Resolution or Resolutions shall specifically so provide. Such committee or committees shall have such name or names as may be determined from time to time by Resolution adopted by the Board of Directors. 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 elected by the Members shall be held immediately upon adjournment of the meeting at which they were elected, provided a quorum shall then be present, or as soon 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 the 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 of the Board may be held without special Notice.
c) Special meetings of the Board may be called by the President on two (2) days’ notice to each Director either personally or by mail or telegram. Special meeting 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 meetings of the Board, a majority of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and an act of a two-thirds 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.
e) At or prior to any meeting of the Board of Directors, any 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 the annual meeting) and when called for by a vote of the Members at any special meeting of the Members, a full and clear statement of the business conditions and affairs of the Association, including a balance sheet and profit and loss statement verified by an independent public accountant and a statement regarding any taxable income attributable to the Members.
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, 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 or members of the Association. No person shall hold more than one office at any one time.
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 Member of the Board.
Section 3. Appointive Offices. 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 the term to which they are elected and appointed and 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 time, by the affirmative vote of a majority of the whole Board of Directors. 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 of the Association; he shall preside at all meetings of the Association Members and the Board of Directors, shall be an ex-officio member of all standing committees, shall have general and active management of the business of the Association, shall see that all orders and Resolutions of the Board are carried into effect and shall have such other powers and duties as are usually vested in the Office of President of a corporation organized under the Not-for-profit Corporation Law of the State of New York.
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 Not-for-profit Corporation Law of the State of New York.
Section 7. The Secretary. The Secretary and/or Assistant Secretary shall attend all sessions of the 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 of the 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 of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association including the voucher for such disbursements, and shall deposit all moneys, and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
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 things, shall contain the amount of each assessment, the date when due, the amount paid thereon and the balance remaining unpaid.
Section 9. Agreement, 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.
Section 10. 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.
Article X. Notices.
Section 1. Definitions. Whenever under the provisions of the Declaration or of the By-Laws, notice is required to be given to the Board of Directors or to any Director or Association Member, it shall not be construed to mean personal notice; but such notice may be given in writing, by mail, by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to the Board of Directors, such Director or Member at 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 entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.
Article XI. Assessments and Finances.
Section 1. The Board of Directors shall have the right to proceed in accordance with the law for collection of any unpaid dues and assessments and for the foreclosure and enforcement of liens in the Association’s favor. The Association shall have a lien on the lot of any member for unpaid dues and assessments, all as more particularly described in the Declaration of Covenants, dated June 12, 1975, affecting the lots.
All costs and attorney’s fees expended by the Association for the collection of any such unpaid dues and assessments and for the foreclosure and enforcement of any such liens in the Association’s favor, as well as the enforcement by the Association against a member of any other obligation of a member under these By-Laws or under the Declaration of Covenants and Restrictions, shall be a personal obligation of the member against whom enforcement is sought, and shall be included in the lien of the Association on the Lot(s) of any such member.
Article XII. Selling, Leasing and Gifts of Lots.
Section 1. Selling and Leasing Lots. Any lot, and the improvements thereon, may be conveyed or leased by a Member, except that no Member shall convey, mortgage, pledge, hypothecate, sell or lease his lot unless and until all unpaid Association expenses assessed against the lot shall have been paid as directed by the Board of Directors. Such unpaid Association expenses, however, may be paid out of the proceeds from the sale of a lot, or by the Grantee. Any sale or lease of a lot 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, but unlisted thereon. A reasonable charge may be made by the Board of Directors for the issuance of such statements.
The provisions of this section shall not apply to the acquisition or sale of a lot by a Mortgagee who shall acquire title to such lot by foreclosure or by deed in lieu of foreclosure. Such provisions shall, however, apply to any purchaser from such mortgagee.
Section 2. Gifts, etc. Any Member may convey or transfer his lot by gift during his lifetime or devise his lot by will or pass the same by intestacy without restriction.
Article XIII. 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. Examination of Books and Records. Each Member, or their respective representatives, 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, Certificate of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association.
Section 4. 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 requires.
In the case of any conflict between the Certificate of Incorporation and the By-Laws, the Certificate shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
Section 5. Severability. Should any of the covenants, terms or provisions herein imposed by void or be or become unenforceable at law or in equity, the remaining provisions of the By-Laws shall, nevertheless, be and remain in full force and effect.
Section 6. Arbitration. In the event of a dispute between a member and the Association of a non-monetary matter relating to the enforcement against such member by the Association contained in Article II and Sections 1 – 7 of Article III of the Declaration of Covenants and Restrictions, both parties agree that the matter shall be settled by binding arbitration under the following procedures: either party shall have the right to serve upon the other party a Notice of Demand that the matter under dispute be settled by Binding Arbitration under the Expedited Procedures Section of the Rules of Real Estate Industry of the American Arbitration Association. Such notice shall be in writing and sent either by registered or certified mail, return receipt requested, to the Association at P.O. Box 387, East Marion, New York, 11939, or to the member’s address as carried on the Association’s records, as the case may be.
Within 30 days of the receipt of such notice by the respective recipient party, the person sending the notice shall initiate the Arbitration procedures set forth in the Expedited Procedures Section of the Rules for Real Estate Industry of the American Arbitration Association. For the purposes of filing fees, it shall be assumed that the amount of the claim does not exceed $10,000.
In the even one of the parties fails or refuses in his obligations under this provision, the costs of enforcement, including attorney’s fees, shall be borne by the defaulting party. Al costs of the Arbitration, exclusive of legal fees of a party’s own counsel, shall be shared equally by the parties to the Arbitration.
Judgment on any award or decision of the Arbitrator(s) may be entered in any court having jurisdiction thereof. All costs and expenses, including attorney’s fees, for the enforcement of the Arbitration ruling or award, shall be borne by the party against whom the award or ruling was rendered and who might fail to comply with such ruling. No Arbitration under the provisions of this Section shall apply to the case of any covenant(s) or restriction(s) containing in the recited Articles II or III which reflect any law or ordinance of the Town of Southold, New York or of any approval requirement by the Southold Town Board.
Article XIV. Amendments.
These By-Laws may be altered, amended, or added to at any meeting of the Association’s Members. Amendments to the By-Laws are subject, however, to the approval of the Town Attorney and Town Board of the Town of Southold.