Westover Woods Maintenance Association - (WWMA)

Constitution and By-Laws

Index of Constitution

I. Name

II. Purpose and Objectives

III. Membership in The Association
A. Eligibility
B. Dues
C. Voting

IV. Officers of The Association
A. The Officers
B. Terms of Office
C. Election of Officers

V. Powers and Duties of the Officers
A. President
B. Vice President
C. Secretary
D. Treasurer
E. At Large Board Members

VI. The Board of Directors
A. The Directors
B. Powers and Duties
C. Meetings
1. Regular Meetings
2. Annual Meeting
3. Special Meetings
4. Location of Meetings
5. Quorum and Voting
6. Order of Business

VII. Vacancies
A. Removal from Office

VIII. Location of Offices

IX. Expenditures

X. Meeting of Association Members
A. Regular Meetings
B. Annual Meeting (Election Meeting)
C. Special Meetings
D. Voting
E. Notice of Meetings

XI. Nomination and Elections

XII. Adoption of the Constitution and By Laws

XIII. Amending the Constitution and By Laws

XIV. Standing Committees
A. The Maintenance Committee
a. Area Maintenance
b. Planning and Zoning
c. Architectural Review Committee

B. The Social Committee
a. Membership/Newcomers
b. Events
c. Children's Activities
d. Nomination and Election Committee
e. Finance Committee

XV. Special Committees

CONSTITUTION

Article I Name
The name of this organization shall be The Westover Woods Maintenance Association Inc., hereinafter referred to as, "The Association."

Article II Purpose and Objectives
A. The objectives of The Association shall be:
1. To provide a medium for cooperative action by the membership on matters of mutual interest, in order to make the community a better place to live;
2. To encourage neighborliness, to welcome newcomers and to promote an atmosphere of friendliness and community spirit;
3. To protect the community rights of the residents;
4. To protect the property value of the residents;
5. To promote the social life of the community; and make proper and effective use of the community property.
B. The Association shall have no jurisdiction over, nor responsibility for, the actions of its individual members.

Article III Membership in The Association
A. Eligibility
1. Only residents and/or property owners of Westover Woods are eligible for membership in The Association.
2. Pursuant to the Westover Woods Maintenance Association Declaration, membership in The Association is required of all residents and/or property owners of Westover Woods.
3. New members: Membership in The Association shall be by application to the Chairman of the Membership /Newcomers Committee. Upon payment of the prorated year's dues for the first year of membership, the Chairman of the Membership/Newcomers Committee shall endorse and enroll the new member(s) as (a) member(s) of The Association.
B. Dues
1. The annual dues shall be established by a majority vote of the members who are voting in person or by proxy at the Association’s Annual Meeting. Annual dues shall be proposed by the Board of Directors as part of the proposed budget presented at the Association’s Annual Meeting.
2. The annual dues must be paid before any member of that household qualifies for membership, the right to vote, and the right to hold office. All dues are non-refundable.
3. Annual dues so established shall be paid to the Treasurer and postmarked by March 31st of the fiscal year in which they are due. The fiscal year shall be the calendar year, and shall begin on the first day of January, and expire at 11:59 p. m. on December 31. Any monies not paid by April 1st of the fiscal year will be assessed a late payment fee of $5.00 per month to offset the cost of sending out more letters and loss of receivable interest. Example: A payment not made by April 1st will be charged a $5.00 late fee for the month of April. Should the payment still not be made by May 1st an additional $5.00 fee will be assessed and this process will continue.
4. A check returned for insufficient funds or stop payment will be assessed a $15.00 fee in addition to the $5.00 late fee is applicable. Repayment will require a money order or bank check and the repayment must include all fees or it will not be considered payment in full and the $5.00 late fee will still apply.
5. Any additional cost of collection and lien filing fees will be added to the amount due on the lien attached to the home.
6. All monies not collected by September 1st of the current year will be turned over to an attorney for collection and all attorney fees will be the responsibility of the homeowner not paying the association dues.
7. The Association as a member in good standing. If the member does not pay his/her dues within fifteen (15) days after receiving notice of their suspension, their membership in The Association will be terminated. Said termination shall be continued until all unpaid dues have been paid in full for the current year.
8. "Members in good standing" are those residents and/or property owners who have paid their annual dues for the current year.
9. Only members in good standing shall be entitled to vote, hold office, participate in discussions at the meetings or participate in Association sponsored social functions.
10. No person shall, at any time, be named an Honorary Member of The Association, or be relieved f his/her obligation to pay annual dues.
11. Dues for new members in The Association shall be prorated for the first year of membership, at the rate of one-twelfth the annual dues per month, beginning with the first of January.
C. Voting
1. The owner (s) of each property (i.e., each household) shall be considered a single membership.
2. Each household is entitled to two (2) votes. These votes can only be cast by members in good standing.
3. A member who shall be unable to attend any meeting of the members at which a previously stated question or election shall be voted upon, may cast an absentee ballot by sending to the secretary of The Association, on or before the date of said meeting, a sealed written statement of the question or ballot and his/her vote thereon.

Article IV Officers of The Association
A. The Officers
1. The Officers of The Association shall be a President, Vice President, a Treasurer and a Secretary. The Officers shall comprise the Executive Council.
2. Only one (1) person per membership may hold an office, at one time, in The Association.
B. Terms of Office
1. All officers shall be elected by ballot at the Annual Meeting of The Association, for a period of two (2) years, with the exception of those officers noted in Section C of this Article.
2. Each officer elected shall assume office at the close of the meeting.
3. Every officer is eligible for re-election at the conclusion of his or her first elected or appointed term. No officer shall serve for more than two (2) consecutive terms in the same office.
C. Election of Officers
1. At the first Annual Meeting, the President and the Treasurer will be elected for a period of two (2) years, and the Vice President and Secretary for a period of one (1) year. The three (3) remaining At Large Board members will serve terms concurrent to those of the position for which they initially ran.

Article V Powers and Duties of the Officers
A. President
The President, or his/her designee, shall preside at all meetings of The Association and the Board of Directors. The President shall execute, in the name of The Association, all contracts and agreements authorized by the Board, and approved by a majority of the membership or the Board. The President shall also appoint the Chairperson of all committees with the approval of the majority of the Board of Directors, except as expressly stated herein. Any one member shall not hold the presidency for more than two (2) consecutive terms.
B. Vice President
The Vice President shall assist the President in all duties, and shall perform the duties of the President, is his/her absence or inability. In addition, the Vice President shall perform such other duties as may be directed by the Board of Directors. The Vice President shall also serve as the chairperson of the Maintenance Association, and all Standing Committee chairpersons shall report to the vice president.
C. Secretary
The Secretary shall attend all meetings of the Board of Directors and The Association, and shall keep an accurate written record and a synopsis of the minutes of all these meetings, as well as all votes of all proceedings at said meetings. The recorded minutes and votes shall be kept in a book maintained for that purpose. Said book of minutes and votes shall be open to examina¬tion by any member, upon reasonable request, in writing, to the secretary. The Secretary shall issue all notices of meetings and any other such notices. He/she shall prepare, and keep on record, a file of all The Association members’ names, addresses and telephone numbers. This shall be kept strictly confidential, and is to be maintained solely for use by the Board of Directors in conducting Association business. The Secretary shall also record and keep a record of all votes.

Any member, as approved by the Board of Directors, shall keep all of the above on record for purposes of examination upon reasonable request.
D. Treasurer
The Treasurer shall keep full and accurate records of receipts and disbursements in books belonging to The Association. A full report on The Association's financial status will be required at every monthly meeting. The Treasurer shall deposit all monies to the credit of The Association in a suitable banking institution and shall disburse funds only as approved by the Board of Directors. All checks, drafts or other orders for the payment of monies shall be signed by the Treasurer, and countersigned by one of the officers. No checks shall be signed in blank form.

The Treasurer shall also receive, deposit, and keep current records of, all dues collected.

The Association shall have an annual audit of the business records. Unless decided otherwise by a majority of the Board of Directors, the Treasurer shall be bonded to $2000.00, or the maximum amount of the treasury, whichever is less. The treasurer shall also perform such duties, as the Board of Directors may seem fit.
E. At Large Board Members
At Large members of the Board will assist the officers of the Board in the performance of their duties and will have equal voting power within the Board.

Article VI The Board of Directors
A. The Directors
1. The Association will be governed by a Board of Directors (Board) consisting of seven (7) members of the Association. The Board shall be the President, the Vice President, the Treasurer, and the Secretary (The Officers of the Association) and three (3) At Large members who consist of the members who received the next highest vote totals for the offices of President, Vice President, and Treasurer.
B. Powers and Duties
1. In general: Except as expressly limited by the By-Laws, the Board shall manage the affairs of The Association, and shall have full power and authority to conduct the affairs of The Association, and to manage the business and property of The Association.
2. In addition to the power and authority expressly conferred by this Constitution and By-Laws, the Board may exercise all such powers, and do all such lawful acts and things as, required to be exercised or done by a majority of the members of The Association in good standing.
3. No less than thirty (30) days prior to the annual meeting, the Board shall prepare and distribute to The Association members an annual report covering the activities of The Association.
4. The Board shall be the only body to authorize the expenditure of money. The Board shall approve all expenditures in excess of $100.00, and all contracts to be executed by the President on behalf of The Association.
5. The Board shall have the power to delegate specific executive powers to any committee, Officer, agent or designee, provided by proper written communication, and signed copies of said communication shall be placed and kept on file with the secretary.




C. Meetings
1. Regular Meetings:
The Board shall meet monthly, or more often if requested by the majority of the Board, with the exceptions of January, June, and August of each year. No formal notice of such regular meetings shall be required.
2. Annual Meeting:
The October meeting of the Board shall be the annual meeting of the Board.
3. Special Meetings of The Board:
The President, or any two (2) members of the Board, may call a special meeting of the Board, provided a minimum of three (3) days actual notice is given to each Board member.
4. Location of Meetings
The Board shall meet at such time and place as designated by the President, or, in his/her absence, by the Vice President. Meetings may also be held at any location requested by three (3) or more members of the Board.
5. Quorums and Voting
a. Five (5) members of the Board, at least one of which is the President or the Vice President (or his/her designee), shall constitute a quorum for all Board meetings.
b. A majority vote of those present shall be necessary to carry any measure, or to transact any business, on behalf of The Association.
c. All members of the Board have equal voting privileges, and each member is entitled to one (1) vote.
6. Order of Business
The Order of business, unless changed by the majority vote of those present, shall be as follows:
a. Call of meeting to order
b. Roll call of officers
c. Reading and adoption of minutes of previous meeting
d. Acceptance of new members
e. Treasurer's report
f. Reading of communications
g. Reports of standing committees
h. Reports of special committees
i. Old and unfinished business
j. New business, including entertainment and special programs)
k. Payment of dues
1. Matters pertinent to the good of The Association
m. Adjournment

Article VII Vacancies and Removal from Office
A. A vacancy due to resignation or other cause of the President shall be automatically filled by the Vice President, who becomes President for the unexpired term.
B. A vacancy, other than that of the President, due to resignation or other cause shall be filled by the majority vote of the Board, from The Association membership. The newly appointed director or officer shall serve the unexpired term of the officer or member director they replace.
C. In the event of absence or disability of any officer or director, for any reason deemed sufficient by the majority of the Board, the Board may delegate the powers and duties of said officer or director to any other member of The Association for a stated period of time.
D. Any Officer or Director may be removed from office by a majority vote of The Association members in good standing.

Article VIII Location of Offices
The principal office of The Association shall be located at the residence of the Treasurer.

Article IX Expenditures
Any unbudgeted expenditure over $250.00 shall be brought to the attention of the members of The Association, and voted upon at the next monthly meeting attended by a quorum, except in instances where payment is deemed by a majority of the Board to be paid on an emergent basis.

Article X Meeting of Association Members
A. Regular Meetings
Unless otherwise determined by the Board, there shall be a regular monthly meeting of The Association on the second Thursday of every month, unless otherwise noted. The regular monthly meeting in November shall be the annual meeting.
B. Annual Meeting (Election Meeting)
The annual meeting of The Association shall be either (i) the regular monthly meeting scheduled for November, or (ii) a day chosen by a majority of the Board within thirty (30) days of the end of the year. The purpose of the annual meeting will be to elect those members of the Board whose term(s) is/are set to expire at the end of the year. The newly elected Officers and Directors will be installed in the January meeting.
C. Special Meetings
1. At the Request of the President a special meeting of The Association may be called by the President for any purpose.
2. At the request of the Board a special meeting of The Association may be called by the President, if requested by a majority of the Board.
3. At the request of an Association member in good standing an Association member may request a special meeting by (1) submit said request, in writing, to either the President or the Vice President, and state, with specificity, the purpose(s) of the proposed meeting, and (2) obtain the signatures of 50% of The Association membership in good standing.
D. Voting
The presence of 10% of the members entitled to vote, not counting the members of the Board or the Officers, present in person, shall be requisite for and shall constitute a quorum at the meetings of the members for the transaction of business except as otherwise provided by law, or by these By Laws.
E. Notice of Meetings
Constructive notice of all meetings shall be given by the Secretary to The Association membership at least fifteen (15) days, and for Special Meetings, at least three (3) days, prior to the scheduled meetings.

Article XI Nomination and Elections
At a Board meeting to be held no less than sixty (60) days prior to the end of the year, the President shall appoint a Nominating Committee, which shall present to the membership at the annual meeting a list of one or more candidates for the Officers and the member Directors whose term expires. The President shall, in addition, receive nominations made from the floor. After nominations have been closed, the membership shall elect by simple plurality of votes cast.

Article XII Amending the Constitution
Except as otherwise expressly provided herein, this Constitution may be amended at any regular meeting of The Association by a two thirds (2/3) vote of those members voting, provided (i) written notice of the proposed amendment shall have been given to the Board by the proponent of the amendment, and (ii) a draft copy of the proposed amendment be delivered to each household in Westover Woods. The draft shall also include a statement of purpose regarding why the amendment is being proposed. After both the Board, and The Association membership receive notice, it shall be submitted to. The Association for vote at, the next regularly scheduled meeting of The Association, or at such reasonable time and place as designated by the Board.



Article XIII Standing Committees
A. The standing committees of The Association shall consist of the following committees, and any other committees, which a majority of the Board shall designate.
B. The chairperson, or his designee, of each standing committee shall be appointed by the President, with the approval of a majority of the Board.
C. Committee appointments shall be reviewed yearly, or more often if necessary, to assure proper functioning of the committees.
D. The duties and authority of the standing committees shall be regulated by the Board.
E. Each standing committee shall consist of at least five (5) members of The Association, of which at least one (1) member is on the Board of Directors.
F. Any committee may be dissolved by a majority of the Board, except the Executive Committee, the Planning and Zoning Committee, the Membership Committee, and the Architectural Review Committee, unless done so by amendment to this Constitution.
G. The Association's Committees are:
1. The Maintenance Committee, which will be chaired by the Vice President of the Board, and will oversee the necessary maintenance required by the Maintenance Corporation as set forth by the County. The Maintenance Committee may also consist of, but is not limited to, three (3) subcommittees which are:
a. The Area Maintenance Committee shall be responsible for the continuing upkeep of the common lands within the development as defined by the current County map/plan of the development the preparation of the budget and or any bid packages needed to accomplish said maintenance duties.
b. The Planning and Zoning Committee shall be responsible for the research and distribution of any and all information with regard to commercial, state and/or residential developments that may have a direct impact on the community of Westover Woods. Members will also serve as the community's designated attendees at any and all State, County, and Local meetings that impact the community.
c. The Architectural Review Committee (hereinafter "ARC") shall be responsible for the review of any and all proposed developments, as defined in the Deed restriction in force at the time, on any property within Westover Woods. The ARC shall also be responsible for the procurement, and updating of all applicable County Building Codes, and advisement to any resident asking for information regarding said Codes. Moreover, the ARC shall also be responsible for the notification and recording of any said Deed restrictions.
2. The Social Committee will be chaired by an At-Large member of the Board (as appointed by the Directors), and will oversee all Board endorsed Social activities within the community. The Social Committee may also consist of, but is not limited to, in form or duty, five (5) subcommittees which are:
a. The Membership/Newcomers Committee shall be responsible for the greeting of all new members to The Association, and the distribution of all pertinent information with regard to membership. Upkeep of a current list of members in good standing as defined by this document, and the record of paid dues as provided by the Treasurer of The Association.
b. The Events Committee shall be responsible for the planning and execution of all Board endorsed, community wide social events responsible for the preparation of a budget to support said activities and responsible for the proper notification of said events.
c. The Children's Activities Committee shall be responsible for the planning and execution of all events specifically intended for the young people within the community.
d. The Nomination and Election Committee shall be responsible for the identification of candidates for a given election, and the collection and tallying of all votes.
e. The Finance Committee shall be responsible for the review of, and recommendation to the annual budget for the Maintenance Corporation, and for periodic audit of The Association's "Books" and accounts:

Article XIV Special Committees
A. The Board may create such special or temporary committees as may be deemed necessary. The chairperson of each such special committee shall be appointed by the Vice President, with the approval of a majority of the Board.

B. Unless determined otherwise by a majority of the Board, the chairperson of each such special committee shall appoint his/her own committee members.

By-Laws

I. The Board of Directors
a. The Board shall not incur liabilities for The Association in excess of funds in The Association treasury at the time the action is taken.
b. The Board cannot levy assessments upon The Association membership, nor take action which would require a special assessment upon The Association membership, without prior approval of two thirds (2/3) of The Association members in good standing.
c. The Board shall have the power to determine by whom, and in what manner, The Association's bills, notes, receipts, acceptances, endorsements, releases, contracts or other documents shall be signed. Checks, drafts, or other orders for the payment of money shall only be signed as set forth in the Constitution.
d. The Board may require a fidelity bond of any member or officer handling funds of The Association, but the expense of such bond shall be borne solely by The Association.
e. The Board may appoint an Auditing Committee from the membership at the close of the year to audit the books, records and/or accounts of The Association, and to certify as to their condition at the next scheduled meeting of the Board.
f. The Directors shall serve without compensation.

II. Officers
a. The Officers shall serve without compensation.

III. Amending the By Laws
a. Any Association member in good standing may make a motion to amend, alter, or repeal any By-Law at any regular meeting of The Association, or at any special meeting called for that purpose.
b. A By-Law may be amended, altered, or repealed at any regular meeting of The Association, or at any special meeting called for that purpose.
c. Constructive notice of any proposed amendment, alteration or repeal shall be given to all Association members by a member of the Board, at least five (5) days prior to the meeting.
d. An affirmative vote of two-thirds of The Association members in good standing, and present at the meeting, shall be required to adopt any proposed resolution or amend, alter or repeal a By-Law.

IV. Parliamentary Procedures
a. Where the Constitution and these By-Laws are silent and in the absence of special rules otherwise adopted by the Association, the rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the deliberations of the Association in all cases in which they are applicable.