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BY-LAWS OF MECHLENBURG MAINTENANCE ASSOCIATION, INC.

 

ARTICLE I

HOME AND LOCATION.  The name of the corporation is Mechlenburg Maintenance Association, Inc. hereinafter referred to as the “Maintenance Association”.  The principal office of the corporation shall be located in Mechlenburg Heights Subdivision, Shepherdstown, Jefferson County, West Virginia, but meetings of members and directors may be held at such places within the State of West Virginia, County of Jefferson, as may be designated by the Board of Directors.  The current mailing address of the Corporation shall be P.O. Box 1464, Shepherdstown, West Virginia  25443.

ARTICLE II Definitions

 

Section 1.  “Maintenance Association” shall mean and refer to Mechlenburg Maintenance Association, Inc., a non-profit corporation organized and existing under the Laws of the State of West Virginia, its successors and assigns.

Section 2.  “Maintenance Association Member” means any person owning residential property that fronts on either side of the following roads located in the Mechlenburg Heights Subdivision.

                           Cardinal Drive

                           North Sandpiper Lane

                           Mockingbird Lane

                           Grosbeak Drive

                           East Grosbeak Drive

                           Goldfinch Drive

                           Meadowlark Lane

Woodcock Avenue

South Woodcock Avenue

East Sandpiper Lane

Wren Way

Hummingbird Drive

Spring Warbler Way

Nightingale Lane

West Jay

East Jay

Raven Way

Oriole

Swift

West Finch

East Finch

 

Section 3.  “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, but excluding those having such interest merely as a security for the performance of an obligation.

 

Section 4.  “Maintenance Association Documents” means documents approved by the County Commission.

 

Section 5.  “Common Properties” shall mean and refer to those areas of land shown on any recorded subdivision plat as streets and roads and such other property as may be acquired by the Maintenance Association intended to be devoted to the common use and enjoyment of the Owners.

 

ARTICLE III Membership

 

Section 1.  Each Owner of property shall be a member of the Maintenance Association.  The foregoing is not intended to include persons or entities that hold an interest merely as security for the performance of an obligation. 

 

Section 2.  The rights of membership are subject to the payment of annual and special assessments levied by the Maintenance Association, the obligation of which assessment is imposed against each owner of the property against which assessments are made.  Each property owner shall have one vote shared equally by those persons owning a fee simple interest in that property.

 

ARTICLE IV Meetings of Members

 

Section 1.     Annual Meetings.     Annual meetings of owners shall be held on the third Thursday in September.  The place and time shall be determined by the Board of Directors.  At such meeting, the Directors shall be elected by ballot of the owners, in accordance with the provisions of Article VI of the Bylaws.  The owners may transact other business at such meetings as may properly come before them.

 

Section 2.     Special Meetings.     Special meetings of the members may be called at any time by the president or by a majority of the Board of Directors, or upon the written request of the Maintenance Association members who are entitled to vote one-fourth (1/4)  of all the votes.

 

Section 3.     Notice of Meetings.     Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mail or personally, at least 7 days before such meeting to each member entitled to vote thereat.  Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

 

ARTICLE V Board of Directors:   Selection:    Term of Office

 

Section 1.     Number     The affairs of this Maintenance Association shall be managed by a Board of Directors of five (5) directors.

 

Section 2.     Term of Office.     The term of office of one Director shall expire one year after being elected; the term of office of two Directors shall expire two years after being elected; the term of office of two Directors shall expire three years after being elected.  At each annual election held after such classification and election, two Directors shall be chosen for a full three-year term to succeed those whose terms expire.

 

Section 3.     Removal.     Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Maintenance Association.  In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.  If a Director is absent without excuse from three consecutive meetings, the position may be declared vacant and a majority of remaining Directors, though less than a quorum, shall choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred.

 

Section 4.     Compensation.     No director shall receive compensation for any service he may render to the Maintenance Association, nor shall he/she benefit directly or indirectly.  However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

 

Section 5.     Action Taken Without a Meeting.     The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors.  Any action so approved shall have the same effect as though taken at a meeting of the directors.

 

ARTICLE VI Nomination and Election of Directors

 

Section 1.     Nomination.     Nomination for election to the Board of Directors shall be made by a Nominating Committee.  Nominations may also be made from the floor at the annual meeting.  The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Maintenance Association.  The Nominating Committee shall be appointed by the Board of Directors three months prior to each annual meeting of the members, to serve until the close of such annual meeting.  The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.  Such nominations may be made from among resident Maintenance Association members only.

 

Section 2.     Election.     Election to the Board of Directors shall be by a written ballot.  At such election the members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of these Bylaws.  The persons receiving the largest number of votes shall be elected.

 

ARTICLE VII Meetings of Directors

 

Section 1.     Regular Meetings.     Regular meetings of the Board of Directors shall be held quarterly or more frequently if a majority of the Board determines more frequent meetings are needed; such meetings shall be without notice and shall be at such place and hour as may be fixed from time to time by resolution of the Board.  The first meeting of the new Board each year shall be scheduled during the first four weeks following the Annual Meeting.

 

Section 2.     Special Meetings.     Special meetings of the Board of directors shall be held when called by the president of the Maintenance Association, or by any two directors, after not less than three (3) days notice to each director.

 

Section 3.     Quorum.     A majority of the number of directors shall constitute a quorum for the transaction of business.  Every act or decision done or made by a majority of the directors present at the duly held meeting at which a quorum is present shall be regarded as the act of the Board. 

 

ARTICLE VIII Powers and Duties of the Board of Directors

 

Section 1.     Powers     The Board of Directors shall have power to:

 

(a)       adopt and publish rules and regulations governing the use of the Common Area, if any, and facilities, and the personal conduct of the members and their guests thereon, a copy of which is attached to these by-laws, and to establish penalties for the infraction thereof;

 

(b)       suspend the voting rights and right to use of the recreational facilities, if any, of a member during any period in which such member shall be in default in the payment of any assessment levied by the Maintenance Association.  Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;

 

(c)       exercise for the Maintenance Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these by-laws or the Articles of Incorporation;

 

(d)       employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties;

 

(e)       to do any and all other acts not prohibited by law which are in the best interests of the Maintenance Association and its membership and which promote the general health and welfare of the community.

 

Section 2.     Duties     It shall be the duty of the Board of Directors to:

 

(a)       cause to be kept a complete record of all its acts and corporation affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested;

 

(b)       supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

 

(c)       procure and maintain adequate liability insurance on the Board and hazard insurance on property owned by the Maintenance Association as it may deem appropriate;

 

(d)       cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

 

(e)       cause the Common Area, if any to be maintained.

 

ARTICLE IX Officers and Their Duties

 

Section 1.     Designation of Officers.      The officers of this Maintenance Association shall be a president and vice president, secretary, and treasurer, who shall at all times be members of the Board of Directors and such other officers as the Board may from time to time by resolution create.

 

Section 2.     Election of Officers.     The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.  The officers shall be chosen by a majority vote of the Directors.

 

Section 3.     Term.     The officers of this Maintenance Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

 

Section 4.     Special Appointments.     The Board may elect such other officers as the affairs of the Maintenance Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, form time to time, determine.

 

Section 5.     Resignation and Removal.  Upon the affirmative vote of a majority of the Directors, any officer may be removed from office with or without cause by the Board.  Any officer may resign at any time giving written notice to the Board, the president or the secretary.  Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  A director’s successor may be elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for that purpose.

 

Section 6.     Vacancies.     A vacancy in any office may be filled by appointment by the Board.  The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

 

Section 7.     Duties.     The duties of the officers are as following:

 

President

 

The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.  In addition, the President, together with the Treasurer, shall sign all checks that do not exceed the amount of $200.00.  Checks or single expenditures in excess of $200.00 shall require Board approval.

 

Vice-President

 

The Vice-President shall take the place of the President and perform his/her duties whenever the president is absent or unable to act.  If neither the president nor the vice president is able to act, the Board of Directors shall appoint some other Director to act in the place of the president, on an interim basis.  The vice-president shall also perform such other duties as may be imposed upon him by the Board of Directors or by the president.

 

Secretary

 

The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members;  keep the corporate seal of the Maintenance Association and affix it on all papers requiring said seal;  serve notice of meetings of the Board and of the members;  keep appropriate current records showing the members of the Maintenance Association together with their addresses, and shall perform such other duties as required by the Board.

 

Treasurer

 

The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Maintenance Association and shall disburse such funds as directed by resolution of the Board of Directors;  shall sign all checks and promissory notes of the Association;  shall keep proper books of account and cause a compilation of the Maintenance Association’s books at the completion of each fiscal year;  shall take proper vouchers for all proper disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the Maintenance Association.

 

ARTICLE X Committees

 

The Maintenance Association shall appoint a Nominating Committee, as provided in these By-laws, and in addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

 

ARTICLE XI Books and Records

 

Section 31-1-143 of the West Virginia Code for non-profit corporations reads as follows:

 

                      Each corporation shall keep correct and complete books and records

                      of account and shall keep minutes of the proceedings of its members,

                      board of directors and committees having any of the authority of the

                      board of directors;  and shall keep at its principal office in this state

                      a record of the names and addresses of its members entitled to vote.

                      All books and records of a corporation may be inspected by any member,

                      or his agent or attorney, for any proper purpose at any reasonable time.

 

ARTICLE XII Fee Structure

 

(a)      The fee shall be $100.00 per lot per year which fee shall be payable annually by July 1 by those persons who are the record owners on July 1 of that year;

 

(b)      A maintenance association which furnishes essential services, including, but not limited to, construction and maintenance of shared streets, drainage facilities, sidewalks, water and sewer systems, signs and other improvements necessary for the health, safety and welfare of the general public, may have authority to impose reasonable fees and charges on persons owning lots abutting the frontage of both sides of roads listed in the maintenance association document.

 

(c)      Any new fee or fee increase assessed under this section shall not be collectable unless notice of the proposed fee or increase is sent by certified mail to each person owning property listed in the maintenance association document.  If thirty percent of the members, by signed petition, protest the assessment to the association within fifteen days of the mailing, the fee shall not become effective until it is ratified by sixty percent of the members.

 

(d)      All fees assessed under this section are declared to be debts owing to the maintenance association for which the debtor shall be personally liable.  The maintenance association, or an individual designated to act for it, may enforce this liability by appropriate civil action in a court of competent jurisdiction.  After being reduced to judgment and filed with the clerk of the county commission, such liability shall be a lien on property owned by the maintenance  association member and designated in the maintenance association document.

 

(e)      Any fee not paid within 30 days after the above due date shall be delinquent and the delinquent member shall be liable for all fees, reasonable attorney fees incurred by the association in collecting such fees as well as court costs incurred.

(f)         

ARTICLE XIII Enforcement

 

Any new fee or fee increase assessed shall not be collectable unless notice of the proposed fee or increase is sent by certified mail to each person owning property listed in the maintenance association document.  If thirty percent of the members, by signed petition, protest the assessment to the association within fifteen days of the mailing, the fee shall not become effective until it is ratified by sixty percent of the members.

 

ARTICLE XIV Amendments

 

Section 1.              These By-laws may be amended, at a regular or special meeting of the members, by a vote of a majority of the members present in person.

 

Section 2.              In the case of any conflict between the Articles of Incorporation and these By-laws, the Articles shall control.

 

ARTICLE XV Miscellaneous

 

The fiscal year of the Maintenance Association shall be July 1 to June 30.

 

IN WITNESS WHEREOF, we, being all the Directors of the Maintenance Association, have hereunto set our hands this the 17th day of April, 1995.

 

John P. Lantzy                             ___________________________________

 

Bruce E. Terris, Sr.             ___________________________________

 

Ashton Stewart                             ________________________________

 

MECHLENBURG MAINTENANCE ASSOCIATION, INC.

 

ORGANIZATIONAL MEETING

 

The Organizational Meeting of Mechlenburg Maintenance Association, Inc. was held at the Galilean Baptst Church in Mechlenburg Heights on June 14, 1995 at 8:00 p.m.

 

The following incorporators were present:  John P. Lantzy, Bruce E. Terris, Sr., and Ashton Stewart.  Upon motion unanimously carried, Bruce E. Terris, Sr. was elected Chairman, and John P. Lantzy was Secretary of the meeting.

 

The Chairman announced that all were present in person.

 

The Chairman reported that the Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of the State of West Virginia on April 26, 1995.

 

The Secretary presented a proposed form of By-laws for regulation and management of the affairs of the corporation.  These By-laws were the same By-laws previously submitted to the County Commissioners as part of the process of establishing the Association.  The By-laws were unanimously adopted.

 

Motions were then declared by the Chairman to be in order for the nomination of the Directors of the Corporation.  It was reported by the nominating committee that the following person were nominated:

 

Three Year Term:

Bruce Terris, Sr.

Scott Cogan

John Burdette

 

Two Year Term:

Keegan Barr

Pete Kelley

Rudy Fergison

Ruth Brown

 

One Year Term:

John Lantzy

Mary Hoover

Dwight Eichorn

Ed Williams

Walter McCarthy

 

It was noted that the ballot had been mailed to all maintenance association members on June 6, 1995.  Additional nominations may also be made from the floor of the initial meeting of the members.

 

There being no other business to be transacted, the meeting was, upon motion duly made, seconded and carried, adjourned.

 

 

                                           ______________________________________

                                                      John P. Lantzy

                                                      Secretary of the Meeting

 

MECHLENBURG MAINTENANCE ASSOCIATION, INC.

 

INITIAL MEETING OF OWNERS

 

The initial meeting of the members of Mechlenburg Maintenance Association, Inc. was held at the Galilean Baptist Church in Mechlenburg Heights on June 14, 1995 at 8:20 p.m.

 

Bruce Terris, Sr. was chosen as temporary Chairman and John P. Lantzy was chosen temporary Secretary of the meeting.  The Secretary announced that certified letters had been sent to all members on June 6, 1995.

 

The Chairman outlined the purpose of the meeting and the agenda of this special meeting was distributed to the members.

 

A motion was made by Huie Grove and seconded by Mike Ashley that the election of the Board of Directors be postponed to give the members more time determine who the nominated individuals were and suggest other individuals that can be nominated.  Discussion ensued.  Motion was eventually withdrawn for consideration.

 

Phillip D. Simpson then distributed a proposal that the Mechlenburg Maintenance Association, Inc. sell the community park and that the assessment be $25.00 per lot.  It was noted by the Chairman that the Mechlenburg Maintenance Association, Inc. did not have any rights to the park and so could not sell it.  Mr. Simpson then made the Motion that the assessment be $25.00 per lot.  The motion was seconded by Norma Hill.  After some discussion it was noted that the By-laws state that a new fee assessment must be sent by certified mail to each member.  Since this was not done, no action can be taken on the motion presented.

 

A motion was made by Mike Ashley and seconded by Huie Grove to reduce the current fee structure from $100.00 per lot to $100.00 per improved lot and $25.00 per unimproved lot.  Motion passed.

 

A motion was made by Kathy Burner and seconded by Lewis Carroll to waive the election of the new Board of Directors at the annual meeting in September, 1995 and extend the initial year of the initial Board approximately three months.  Motion passed.  Mike Ashley requested that there be a count of votes on the motion.  The count was taken with 28 members having 34 votes voting in favor of the motion.  5 member having 5 votes voted against the motion.

 

A motion was made by Pete Kelly and seconded by Dorothy Alegrezza to increase the number of Board of Directors from 5 to 9 members.  An amendment was made to the motion that the allocation of the terms would be as follows:  The highest 2 vote recipients in the 3 year and 2 year categories would be elected along with the highest vote recipient in the 1 year category.  The remaining nominees would fill in the three categories with the next highest person getting a three year term, the next highest getting the two year term and the next two highest getting the one year terms.  Motion made by John Doyle and seconded by Dorothy Alegrezza.  Concern was made that someone putting their name in for nomination for a one year term could end up with a three year term.  This concern could be handled by the resignation of the Board member with the appointment of a new Board member as outlined in the By-laws.  Motion passed.

 

The Chairman stated that the next business to come before the meeting was the election of the Board of Directors.  The following were nominated by the Nominating Committee:

 

Three Year:

Bruce Terris, Sr.

Scott Cogan

John Burdette

 

Two Year:

Keegan Barr

Pete Kelley

Rudy Fergison

Ruth Brown

 

One Year:

John Lantzy

Mary Hoover

Dwight Eichorn

Ed Williams

Walter McCarthy

 

The following were nominated through ballots submitted from members:

 

Dick Clark

Mary Washington

Larry Boomer

 

Mechlenburg Maintenance Association, Inc. Minutes  -  Continued

 

 

The following were nominated from the floor:

 

Mike Ashley

Gayle Ladd

Lewis Carroll

 

There being no other nomination, motion made by Phillip Simpson and seconded by Dorothy Alegrezza that the nominations be closed.  Motion passed.

 

The written ballots were collected with control that no more than one ballot were received per lot.  Two teams were selected to count the ballots consisting of:

 

John Doyle and Dorothy Alegrezza

Larry Thompson and Richard Rhodabeck

 

The ballot counting was overseen by the Secretary.

 

The Board of Directors were elected as follows:

 

Three Year:

Bruce Terris, Sr.

John Burdette

Scott Cogan

 

Two Year:

Pete Kelley

Ruth Brown

John Lantzy

 

One Year:

Ed Williams

Rudy Fergison

Mary Hoover

 

                                                      ____________________________________

                                                                 John Lantzy

                                                                 Secretary of the meeting

 

 

REGULATION -  MECHLENBURG MAINTENANCE ASSOCIATION, INC.

 

OVERGROWTH

 

PURPOSE  -  The Association must keep the roads clear for the various vehicles that enter the development.  In so doing, the access to and safety of the roads will be maintained.

 

REGULATION  -  A property owner who owns property that fronts on any road in the development is required to keep the right–of-way clear of overgrowth which either obstructs and view or obstructs the passage of vehicles in the development.

 

Any overgrowth which encroaches onto the roads’ right-of-way and/or which growth does not give a 15 foot clearance over the road, will be considered in violation of the overgrowth provision.

 

REMEDIES  - Once the Board determines that a property owner is in violation, it will send a letter to the owner advising the owner of the violation in as full a description as necessary to identify the place and type of violation and request that corrective action be taken within 20 days.  An extension of time may be requested to correct the violation.

 

PENALTIES  -  If the violation is not corrected within the prescribed time, the Board may proceed to correct the violation.  Any fees incurred will be assessed against the property owner.  If the affected property owner does not pay the costs to correct the violation, a suit against the owner will be brought demanding payment of costs, reasonable attorney fees, court costs, interest and any other costs which may be incurred.

 

October 23, 1996

 

 

REGULATION -  MECHLENBURG MAINTENANCE ASSOCIATION, INC.

 

BLOCKAGE OF ROADWAY

 

PURPOSE  -  The Association must keep the roads clear for various vehicles that enter the development.  In so doing, the access to the safety of the roads will be maintained.

 

REGULATION  -  Parking on or other blockage of the Association’s right-of-way will not be permitted in the development.

 

REMEDIES -  Any resident or homeowner which is affected by the blockage of an Association right-of-way must contact a Board member.  The Board member will assess the situation and if necessary call Brown’s Tire Towing and Auto Care Center, Inc. for removal of the vehicle.  If Brown’s is unavailable then another towing service will be contacted.

 

PENALTIES  -  The cost associated with the towing, any storage fees and any other charges will be paid by the owner of the vehicle.

 

December 4, 1996