2003 Amended Bylaws

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For the official copy of the Willistown Woods II Homeowners Association Inc. 2003 Amended Bylaws, please use this file: 2003_WKHOA_Bylaws.pdf.
It is a searchable and printable PDF copy of what is on file at the Chester County Recorder of Deeds.

The following was extracted via Optical Character Recognition from the PDF file and is provided for ease of searching, readability, and linking in emails. Use at your own risk; it may have errors. Please consult the above link for the official version. Please report any errors found to admin@wiki.willistown-knoll.org.


AMENDED BYLAWS OF WILLISTOWN WOODS II HOMEOWNERS ASSOCIATION, INC

WHEREAS, the Willistown Woods II Homeowners Association, Inc (the "Association") has been incorporated as a non-profit, non-stock, membership association under and subject to the retroactive provisions of the Pennsylvania Non Profit Corporation Law, 15 Pa C S A Section 5101 et seq , as amended (the "NPC"), and

WHEREAS, the Association is comprised of members, the members being all those persons, partnerships, corporations, trusts or business entities of record (the "Members") who hold the titles to the two hundred and three (203) Units which comprise the planned residential development commonly known as "Willistown Knoll ," located in Willistown Township, Chester County, Pennsylvania, and

WHEREAS, Willistown Knoll and the Association also operate under and subject to the retroactive provisions of the Pennsylvania Uniform Planned Community Act, 68 Pa C S A Section 5101 et seq , as amended (the "Act" and/or the "UPCA"), and

WHEREAS, the Association and its Members require Amended Bylaws to establish the policies and procedures by which the administration, management and operation of the Association shall be conducted,

NOW THEREFORE, these Amended Bylaws of the Willistown Woods II Homeowners Association, Inc (hereinafter the "Bylaws"), having been approved by not less than a majority of a quorum of the Members at a duly noticed meeting of the Members, are hereby adopted to govern the administration, management and operation of the Association, and all prior Bylaws are hereby revoked, superseded and withdrawn for all purposes

Contents

1 ARTICLE I DEFINITIONS

The following words and terms used herein shall have the meaning respectively ascribed to each of them in that certain Willistown Woods II First Amended Declaration of Easements and Restrictions (the "Declaration"), recorded in the Office of the Recorder of Deeds of Chester County on , 2002, at book , page et seq Act, Assessments, Association, Board, Bylaws, Capital Improvement Fee, Common Elements, Common Facilities, Common Expense Assessment, Common Expenses, Declaration, Governing Documents, Improvement, Lot, Manager, Member, NPC, Occupant, Plan, Property, Rules, Special Assessment, Township and the UPCA All other undefined terms contained herein which require definition shall have the meaning otherwise ascribed to them in the Declaration, or if not defined in the Declaration, then as defined in the Act

2 ARTICLE II OFFICES

The registered office address of the Association shall be located at c/o Mid- Atlantic Management Corp , 90 South Newtown Street Road, Newtown Square, Pennsylvania, 19073, or such other address as the Board may from time-to-time designate The Association may also establish additional offices at such other place or places as the Board may from time-to-time appoint, or the business of the Association may require

3 ARTICLE III ADMINISTRATION• MANAGEMENT AND OPERATION

3.1 Section 1 Administration and Incorporation

The Association shall be administered, managed and operated by the Board as an incorporated association under and subject to the NPC and the provisions of the UPCA now or hereafter made applicable to the Association and/or the Property

a. All costs, fees and expenses incurred to administer, manage and operate the Association as a Pennsylvania non profit corporation shall be Common Expenses of the Association
b. The corporate seal for the Association shall be in circular form having within its circumference the words "Willistown Woods II Homeowners Association, Inc " and shalt bear the year 1986, being the year in which the Association was organized as a non profit corporation

SEAL

4 ARTICLE IV MEMBERSHIP

4.1 Section 1 Membership

All those who accept, hold or receive a deed to a Unit, or are identified in the records maintained by the Recorder of Deeds of Chester County as the owner-of-record of a Unit, shall be a "Member" of the Association Members are, and shall be and remain, subject to all of the benefits, privileges, terms, conditions, covenants, charges, easements, licenses, liens and restrictions set forth in the Governing Documents until such time as the Member sells, conveys or otherwise transfers the title to the Unit to a new Member The Association is organized on a non-stock basis Therefore, the deed of record to a Unit, as of the date upon which an inquiry regarding membership status is made to the Secretary, shall be deemed for all purposes to be a sufficient record for purposes of determining the identity of the person or entity who holds ownership and membership status The person or entity asserting ownership of a Unit, and membership status in the Association, shall bear the burden of providing proof of his, her, their or its ownership of the Unit, and at the Board's request, the person or entity asserting ownership and membership status shall promptly provide the Secretary with a certified copy of the deed to the person's, or entity's, Unit

4.2 Section 2 One Class of Membership

The Association shall have one (1) class of membership, which shall be comprised of the Owners of the Units

4.3 Section 3 Duration of Membership

Membership in the Association shall be appurtenant to ownership of a Unit, and shall continue throughout the term of a person's or entity's ownership of a Unit Membership cannot be assigned, transferred, conveyed, sold, leased, pledged, encumbered or licensed except upon completion of the sale, conveyance or other transfer of the title to a Unit Membership shall transfer to the new Member automatically, without the act of any person, upon the recording of a deed or instrument conveying, assigning or otherwise transferring the title to a Unit No person, partnership, corporation or other business entity which holds a mortgage or security interest of any type on a Unit, any portion of a Unit, or any improvement now or hereafter erected on a Unit, shall be deemed to be, or to hold status as, a Member of the Association until such time, if ever, as the mortgagee or security interest holder becomes the owner of record of the Unit Section 4 Voting Rights of Members Each Unit shall have one (1) vote which may be cast by the Owner thereof on each matter on which the Members of the Association are entitled to vote

a. There shall be deemed to be unanimous and irrevocable agreement of all of the Members who own a Unit to the vote cast, or proxy granted, by one of the Members, if protest is not promptly made to the person presiding over the meeting by any of the other Members who own the Unit
b. Whenever more than one person or entity is the title holder of record of any Unit, they shall appoint one person or entity for the purpose of casting the one vote appurtenant to that Unit In the absence of any protest by one of the Members who own the Unit to the person presiding over a meeting of the Members, the person or entity casting the vote appurtenant to a Unit at a meeting of the Members shall be deemed for all purposes to be the person appointed by the Members who own the Unit to cast the Unit's vote.
c. Members may vote in any manner permitted in the Bylaws, but Members may not cast their vote in a cumulated fashion in any ballot, election or voting procedure.
d .No Member may sell their vote, or issue a proxy for money or anything of value Any vote sold, or proxy given for any consideration, shall be invalid.
e. Votes may be cast, and proxies may be granted, only in accordance with the these Bylaws, or as may be established by the Board in the manner permitted in these Bylaws.
f. Upon written notice to a Member, the voting rights of a Member who is not in good standing may be suspended until the Member returns to good standing.

5 ARTICLE V MEMBERSHIP MEETINGS

5.1 Section 1 Annual and General Meetings

An Annual Meeting of the Members shall be held at the Property, or such other reasonably convenient meeting place located in Chester County, Pennsylvania, as may be selected by the Board The Annual Meeting shall be held on the second Wednesday of April of each calendar year, or such other time, date and location as may be determined by majority vote of the Board The Board may also call General Meetings of the Members at any time, date and location as may be determined by majority vote of the Board The time, date, agenda and meeting rules and procedures for any Annual or General meeting of the Members shall be adopted by the Board Written Notice of an Annual or General meeting, including an agenda, shall be transmitted to each of the Members by the Secretary in the manner stated herein

a. In the event that an Annual Meeting is not held within any twelve (12) month calendar year, then upon the receipt by the Board of a written request for an Annual Meeting signed by at least twenty-five (25%) percent of all the Members in good standing then entitled to vote at any such meeting, the Secretary shall fix the time, date and place for an Annual Meeting to be held not more than sixty (60) days from the date of receipt of such request The Board shall promptly adopt the agenda and meeting rules and procedures to be followed at the Annual Meeting, including on the agenda all items and topics set forth in the Annual Meeting request received from the Members which are appropriate for consideration, or the casting of votes, by the Members, and which are not within the powers or duties vested exclusively in the Board under these Bylaws, together with such additional items and topics, if any, as the Board may deem appropriate for the Members' consideration of the Association.
b. Failure to hold any Annual Meeting will not work a dissolution.

5.2 Section 2 Special Meetings

Special meetings of the Members may be called at any time by the President of the Association, or by majority vote of the Board, or upon written request of not less than twenty-five (25%) percent of the Members then in good standing and entitled to vote at such a meeting The Board by majority vote, must fix the time, date and location of the meeting Special Meetings must be held on a date no more than sixty (60) days after receipt of the request The Board must adopt and include in the Notice of the meeting given to each Member the agenda and meeting rules and procedures for the Special Meeting, including on the Agenda all items and topics set forth in the special meeting request received from the Members which are appropriate for consideration, or the casting of votes, by the Members, and which are not within the powers and duties vested exclusively in the Board under these Bylaws, together with such additional items and topics, if any, as the Board may deem appropriate for the Members' consideration

5.3 Section 3 Meeting Notice

Written notice of every meeting of the Members of the Association must be transmitted to each of the Members by the Secretary of the Association The Secretary may utilize the services of the Manager, and/or an Assistant Secretary, if any, to assist in the preparation, service, transmission, mailing and/or delivery of meeting notices

a. Notice may be given to a Member either personally, or by mailing a copy of the notice by first class or overnight express mail, postage prepaid, or such other method as may be permitted under the NPC, to the last mailing address for the Member then shown in the Association's books and records, which address shall be deemed to be the Member's Unit until such time as the Member provides the Association's Secretary with written notice of a new or alternate address for the Member
b. Each Member may also register one (1) alternate address with the Secretary by written notice to the Secretary, and, in that event, notices of meetings Woods II be given to the Member at his or her alternate address
c. Notice shall be deemed received when delivered in person to the Member, or forty-eight (48) hours after being deposited in the United States mail, first class or express mail, or transmitted by any other method permitted under the NPC, with all postage, delivery or handling charges prepaid, addressed to the Member in accordance herewith
d. Notice may also be given to a Member by facsimile transmission, subject to the Association's receipt of the Member's acknowledgment of receipt of the notice by return facsimile transmission
e. Notice of any Annual or General Meeting Woods II be mailed, or given in person, not less than twenty (20) days, nor more than sixty (60) days prior to, the meeting
f. Notice of any Special Meeting Woods II be mailed, or given in person, not less than five (5) days prior to, and not more than forty-five (45) days prior to, the Special Meeting
g. Any Member who appears at any Annual, General or Special meeting, and participates in the meeting for any purpose other than to protest lack of notice of the meeting, or irregularity in the notice given, shall be deemed to have waived any lack of notice, delay or irregularity in the notice the Member received
h. A Member who appears at any meeting to protest the absence of notice, or irregularity in the notice given, must provide the Secretary, or the President, or person presiding over the meeting, with written notice of the Member's protest before any determination of the existence of a quorum is made, or the protest will be deemed waived, and the Member will be deemed to be present for purposes of determining the existence of a quorum if the Member remains in attendance at the meeting
i. Each meeting notice transmitted to the Members Woods II specify the place, date and the time of the meeting, and include an agenda, in the case of a Special Meeting, the notice Woods II also identify the matters to be considered and acted upon, and the matters considered and acted upon at the Special Meeting shall be strictly limited to the items and topics identified in the Special Meeting notice and agenda Notice of the matters to be considered and acted upon shall be deemed to have been given if the meeting notice includes a copy of the agenda for the Special Meeting If any vote of the Members is to be conducted at a meeting, then the notice may also include proxy forms or mail-in ballots, subject to the applicable provisions of these Bylaws

6 ARTICLE VI QUORUM

6.1 Section 1 Quorum Calculation

The presence at any Annual, General or Special Meeting of twenty-five (25%) percent of the Members entitled to vote at any meeting of the Members shall constitute a quorum for any action, except as may otherwise be provided in these Bylaws, the Act or the Declaration. All proxies, and if mail-in balloting is authorized by the Board, then ballots cast by Members by mall, shall be counted toward the calculation of a quorum However, only those Members present in person, or if applicable by proxy or mail-in ballot, who are in good standing shall be counted for purposes of making quorum calculations. The Members present at a duly organized meeting can continue to do business until the adjournment thereof, notwithstanding the withdrawal of enough Members to leave less than a quorum.

6.2 Section 2 Adjournment

If a meeting cannot be organized because a quorum of the Members entitled to vote is not in attendance either personally, or by proxy and/or mail-in ballot if applicable, then subject to the applicable provisions of the NPC, those present may adjourn the meeting to such time, date and place as they may determine

a. In the case of any meeting called for the election or removal of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of election or removal of Board members
b. In the case of any meeting called for any purpose other than to elect or remove directors, those Members who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of taking action upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, stating that those Members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter is given to each Member of record entitled to vote at such second adjourned meeting at least ten (10) days prior to the date of the second adjourned meeting
c. All proxies and mail-in ballots submitted to the Association by Members for use at the first scheduled meeting date shall remain valid for use in quorum calculations and balloting at the adjournments thereof, unless they are revoked before the adjourned meeting is called to order Members who have not submitted proxies or mail-in ballots may participate in the adjourned meetings, and be deemed present for purposes of quorum calculations, by submitting proxies or mail-in ballots for use at an adjourned meeting, save that all proxies or mail-in ballots must be delivered to the Secretary or the person presiding over the meeting prior to the time the adjourned meeting is called to order

6.3 Section 3 Actions of Association Without a Meeting

Any action required or permitted to be taken by a vote of the Members, except election and removal of members of the Board, may be taken without a meeting, by written, signed consents of Members consenting to the action so taken

7 ARTICLE VII VOTING PROCEDURES

7.1 Section 1 Voting at Meeting

Members in good standing who are present at a meeting of Members may vote in person by show of hands or written ballot, including secret ballots, as the Board may establish incident to the adoption of meeting rules and procedures, on all matters except the election of members of the Board Balloting for the election or removal of members of the Board must be conducted by secret written ballot, mail-in ballot or directed proxy, in a form to be prepared at the direction of the Secretary

7.2 Section 2 Proxy Voting

A Member in good standing who is not present at a meeting may authorize any Board Member, or another Member of the Association, to act for them by granting a written proxy, or by granting a written directed proxy for election of Board Members or any other issue being brought to a vote before the Members at any Meeting Proxies must be in a form prepared by, or at the direction of, the Secretary If the use of proxies for a meeting is approved by the Board in the adoption of meeting rules and procedures, then the Secretary may provide a proxy to each Member together with the meeting notice and agenda Proxies must be returned or delivered to the Secretary not less than twenty-four (24) hours prior to the meeting at which the proxy is intended to be exercised Proxies which are not in the form prepared by the Secretary, or which are not returned or delivered to the Secretary twenty-four (24) hours prior to the meeting at which the proxy is intended to be exercised, must be rejected, and shall be deemed invalid for all purposes

7.3 Section 3 Voting Rules and Procedures

In preparation for any Annual, General or Special meeting of the Members, the Board must adopt voting rules and procedures for the meeting, which may include voting procedures authorizing voting by the Members by mail-in ballots and/or proxy forms

7.4 Section 4 Mail-In Balloting

Incident to adopting a meeting agenda and rules and procedures, the Board may also permit the Members in good standing to vote on any question or issue to be brought before the Members for the purposes of casting a ballot, including the election or removal of Board members, by mail-in ballot If mail-in balloting is authorized by the Board, then the Secretary must prepare, or direct the preparation of, a mail-in ballot If the use of mail-in ballots is authorized by the Board in adopting the meeting rules and procedures, then the Secretary must provide a mail-in ballot to each Member together with the meeting notice and agenda. Mail-in ballots must be returned or delivered to the Secretary prior to the meeting at which the mail-in ballot is intended to be cast Mail-in ballots which are not in the form prepared by the Secretary, or which are not returned or delivered to the Secretary prior to the meeting at which the mail-in ballot is intended to be cast, must be rejected and shall be deemed invalid for all purposes.

7.5 Section 5 Proxies

Each proxy must be granted in writing, signed by the Member, or by the Member's duly authorized attorney-in-fact, and returned or delivered to the Secretary not less than twenty-four (24) hours prior to the meeting at which the proxy is intended to be exercised, or the proxy must be rejected and shall be deemed invalid for all purposes

a. The Association shall require the use of a proxy form to be prepared and supplied by the Secretary, a proxy in any other form must be rejected and shall be deemed invalid for all purposes
b. Proxies are revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until actual notice of revocation thereof has been given to the Secretary or the person presiding over a meeting of the Association
c. Unless otherwise stated in the proxy, no proxy shall be valid after eleven (11) months from the date of its execution
d. A proxy shall not be revoked by the death or incapacity of the Member unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary
e. A proxy shall automatically terminate when the membership in the Association of the Member who granted it ceases or is terminated due to the sale or conveyance of the Member's Unit, and upon revocation of a Member's good standing status
f. Directed proxies may be utilized if approved by the Board in adopting the meeting agenda and voting rules and procedures Directed proxies must be in a form supplied by the Secretary, a directed proxy in any other form must be rejected and shall be deemed invalid for all purposes
g. Members may not grant a proxy and cast a mail-in ballot on the same question or election If a proxy is granted and a mail-in ballot is cast by a Member on the same question, or for election or removal of any candidate for the Board, then the proxy must be deemed void for the issue, or issues, upon which the Member has cast a mail-in ballot, and the mail-in ballot must be counted

7.6 Section 6 Voting by Multiple Members Other Than Natural Persons

If the Owner of a Unit is a corporation, joint venture, partnership or unincorporated association, the natural person who shall be entitled to cast the vote for such Unit shall be the person named in any certificate executed by such entity pursuant to its governing documents If the Owner of a Unit is a trust, then the trustee, or trustees, shall be deemed the Member for voting purposes Where the title to a Unit is held by more than one (1) person, then the natural person who shall be entitled to cast the vote for such Unit shall be the person named in any certificate executed by all of the Owners of such Unit and filed with the Secretary, or in the absence of the filing of such a certificate before the meeting, or the failure to execute and file such a certificate, the person who shall be entitled to cast the vote of such Unit shall be the person owning such Unit who is present If more than one (1) of the multiple Owners are present at the meeting, then the vote allocated to that Unit may be cast only in accordance with the Owners' unanimous agreement There shall be deemed to be a unanimous agreement if any one of the multiple Owners of a Unit casts the vote allocated to the Unit without protest being made promptly to the person presiding over the meeting by at least one of the other Owners of the Unit

7.7 Section 7 Members of Record

The Members of record, who are in good standing, shall be entitled to vote A Member of record is the person or entity who holds a recorded deed to a Unit Each Member shall bear the affirmative obligation to provide the Secretary, without cost, fee or charge to the Secretary or the Association, with a copy of the Member's recorded deed The Secretary shall be entitled to rely upon the Association's records to identify the Members of record The Secretary is not required to conduct a search of the records maintained by the Recorder of Deeds of Chester County to determine the Members of record If title to a Unit is assigned, conveyed or otherwise transferred of record within thirty (30) days prior to any scheduled Annual, General or Special meeting of the Members, then prior to the time when the Annual, General or Special meeting is called to order, the new Owner must present the Secretary with a photocopy of the new Owner's deed bearing the notarized signature of the prior Owner Upon the Secretary's receipt of a photocopy of the new Owner's deed bearing the notarized signature of the prior Owner, the Secretary shall mark the Association's records to identify the new Owner as a Member entitled to vote at the Annual, General or Special meeting

8 ARTICLE VIII CONDUCT OF MEMBERS' MEETINGS

8.1 Section 1 Rules

All meetings of the Association must be conducted under such reasonable rules and procedures consistent with these Bylaws as the Board may from time-to-time adopt The Board is vested with the sole power, discretion and duty to promulgate, amend and withdraw such meeting and voting rules and procedures from time-to-time as are not inconsistent with these Bylaws, the Declaration or the Act The Board may, but is not required to, utilize such version of Robert's Rules of Order, or such other rules of order or parliamentary procedure, as the Board may deem appropriate

8.2 Section 2 Presiding Officer

The President of the Board of Directors shall preside at all meetings of the Members, unless the President is absent, the office of the President is vacant, or the President is subject to removal at the meeting, in which case the Vice-President shall preside at the Meeting If the Vice President is absent, or the office of the Vice President is vacant, or the Vice President is subject to removal at the meeting, then the Secretary shall preside over the meeting

8.3 Section 3 Minutes

The Secretary shall keep the minutes of all Annual, General and Special meetings of the Members, and record in a minute book all resolutions adopted at the meetings, the results of all elections and voting procedures, as well as a record of all transactions which occur at all Annual, General and Special meetings of the Members

8.4 Section 4 Preservation of Order

The President, or the Board by majority vote, shall call all motions for the vote of the Members. The President, or the Board by majority vote, shall have the power to close debate on, or table, any questions, motions or discussions pending before the Members, and where necessary to preserve order, to direct that any Member, or Members, who have become disruptive of the business of a meeting of the Members to leave the meeting, whereupon the Member, or Members, must withdraw from and leave the meeting

8.5 Section 5 Judges of Election

At the time of, or in advance of, any meeting of the Members, the President may appoint a judge, or judges, of election to determine how many Members are present at the meeting, determine the validity of ballots, mail-in ballots, proxies and directed proxies, and to tabulate votes The judge or judges may consult with the Association's legal counsel

8.6 Section 6 Parliamentarian

At the time of, or in advance of, any meeting of the Members, the President may, but is not required to, appoint a parliamentarian to advise the President on the procedures for the conduct of a meeting of the Members

8.7 Section 7 Executive Session

Except as may now or hereafter be limited or prohibited by prevailing law, the Board shall have the power to recess a meeting of the Members and to meet in executive session, without the Members being present, to review, consider and act upon litigation, assessment collection, violations of the Governing Documents and confidential matters

9 ARTICLE IX MEMBER'S OBLIGATIONS AND REQUIREMENTS

9.1 Section 1 Membership Obligations

Each Owner, by accepting a deed to a Unit, or by holding record title to the Unit, and/or by enjoying the benefits, directly, or indirectly, of ownership of a Unit, shall be deemed to have covenanted and agreed to perform, and to continue to perform all the duties and obligations imposed upon Members by the Governing Documents of the Association, without regard for whether set forth in the Member's deed The Owner's obligations and duties shall include, but are not limited to, the payment of Assessments, fees, fines, costs and charges, compliance with use and architectural restrictions, and maintenance of their Unit By their acceptance of the deed to a Unit, and/or by their enjoyment of the ownership of a Unit, the Member shall be deemed to have received notice of all of the covenants, restrictions, easements, rules, regulations and procedures established in the Governing Documents Ownership of a Unit shall be the sole qualification and requirement for becoming a Member

9.2 Section 2 Membership Rights and Privileges

Except as provided herein, each Member shall be deemed to be in good standing and shall continuously enjoy all of the rights and privileges granted to a Member by the Governing Documents, or by the duly authorized actions of the Membership and/or the Board, except as may be suspended by the Board in accordance with the Governing Documents

9.3 Section 3 Good Standing and Suspension of Membership Rights and Privileges

The membership rights and privileges of any Member including the powers to vote, stand for election to the Board, stand for appointment to any committee, and to serve as a member of the Board or any committee, may be enjoyed while a Member is in good standing A Member shall be in good standing until such time as the Board suspends the Member's good standing status, whereupon the Member's membership rights and privileges shall be deemed to have been suspended by the Board

9.4 Section 4 Suspension of Membership Rights and Privileges

Each Member, by accepting a deed to a Unit, shall be deemed to have irrevocably covenanted, agreed and consented to the suspension of the Member's good standing status, and the Member's Membership rights and privileges, upon vote of a majority of the Board A Member's good standing status may be suspended if the Member has failed to pay any Assessment or other sum due to the Association under the provisions of the Governing Documents for a period in excess of sixty (60) days from the date when the Assessment or sum first became due and payable to the Association A Member's good standing status may also be suspended if the Member is in material breach of one or more of the covenants, easements, restrictions, Rules or Regulations stated in the Governing Documents of the Association The Board must give notice to the Member of the suspension of the Member's good standing status

a. The Board may suspend the Member's membership rights and privileges for any period during which any material breach of the Governing Documents, including any failure to pay any Assessment, fee, interest, fine, charge, expense or cost of collection due to the Association on a Unit remains unpaid, and/or any period during which a Member or the Occupant of the Member's Unit is in material breach of any covenant, easement, restriction, rule or regulation contained in the Governing Documents The suspension of a Member's good standing status shall not bar the Board from levying or imposing such other penalties and sanctions, or pursuing such other remedies, as may be available to the Association under the Governing Documents and/or prevailing law
b. The suspension of any Member's membership rights and privileges shall not in any way affect, defer, terminate or otherwise reduce the continuing obligations or duties of that Member under the Governing Documents, including, but not limited to, the Member's continuing obligations to pay Assessments and to comply with all architectural and use restrictions during and subsequent to such suspension
c. Without regard for the Member's good standing status, the Member's easements under the Declaration may not be suspended, terminated or impaired by the Association
d. A Member whose membership rights have been suspended may not continue to serve on, or stand for nomination, appointment or election to the Board of Directors, nor for appointment to, or to continue in service upon, any committee, nor stand for appointment or continued service as an Officer of the Association, until the Member pays all sums due to the Association, and/or cures the violation or violations, and returns to good standing
e. A Member whose good standing status has been suspended may attend meetings of the Members held during the term of the suspension, save that the Member may not vote at the meeting, nor stand for nomination or election to any office or position
f. A Member who has cured the violation or delinquency which has resulted in the suspension of the Member's good standing status may petition the Board at any time for the restoration of the Member's good standing status The Board shall also have the power to restore a Member's good standing status at any time upon its own motion

9.5 Section 5 Procedure for Suspension of Good Standing Rights

The procedure for suspension of good standing shall be as follows

a. A Member's good standing status may be suspended at any time after a material breach of the Governing Documents, upon majority vote of the Board The Board's Secretary must give any Member determined by the Board to be in material violation of any covenant, easement, restriction, rule or regulation ten (10) days' Notice, by personal service or first class mail, postage pre-paid, of the suspension of the Member's good standing status and the suspension of the Member's rights and privileges The Notice must be transmitted in accordance with the procedures stated in these Bylaws The Notice must set forth the nature of the violation or violations, and advise the Member of the Member's right to make a written request to appear before the Board to appeal the suspension The suspension Notice to the Member may be incorporated into any other Notice transmitted to the Member in accordance with the procedures stated in the Governing Documents
b. A Member may make a written request to appear before the Board to appeal the suspension The Member's written request to appear before the Board to appeal must be served upon the Association's Manager, or Board Secretary in the absence of a Manager, within ten (10) days from the date of the Member's receipt of the suspension Notice from the Board The Secretary must schedule an appeal hearing, and all parties shall proceed in accordance with the applicable due process provisions of the Governing Documents
c. If, during the ten (10) day Notice period, or prior to any appeal hearing, the violations are fully cured, as determined by the Board, then the Board must revoke the suspension, but the Board may impose a fine for the violation or breach, and/or levy an Assessment against the Member for any costs or fees incurred by the Board, including reasonable attorney's fees, in obtaining the cure
d. If the Member has not fully cured all violations prior to the appeal hearing, the Board may, after giving the Member an opportunity to be heard, and in addition to any other penalties, fines and/or sanctions available, continue the suspension for a period not longer than the period of time the Member takes to fully cure the violations The Member, and the Association, may be represented by counsel at the appeal hearing
e. A Member may present a written petition to the Board at any time stating the action taken by the Member to cure his or her violation of the Governing Documents, and requesting that the Board to take action to determine whether the violation has been fully cured, and to restore the Member's good standing status and membership rights and privileges The Board may act upon the petition, or it may hold a hearing to consider the Member's petition. The Board must provide the Member with prompt written notice of the action taken in response to such a petition, including a description of any additional remedial action, if any, which a Member is required to perform to fully cure the Member's violation of the Governing Documents
f. Procedures before the Board on any hearing with respect any Member's good standing status shall be conducted by the Board in accordance with the applicable provisions of such due process procedures as may be stated in these Bylaws, and such Rules and Regulations as may be adopted by the Board from time-to-time

10 ARTICLE X BOARD OF DIRECTORS

10.1 Section 1 Number

The affairs of the Association, including, but not limited to and the administration, management and operation of the Association and the maintenance, repair and replacement of the Common Elements, shall be managed by a Board comprised of five (5) natural individuals who are Members of the Association The members of the Board must be Members of the Association who are in good standing, each of whom must be at least twenty-one (21) years of age A majority of the members of the Board must reside at Willistown Knoll

10.2 Section 2 Election

Except for member's appointed by the Board upon a vacancy, or removed and replaced by the Members, Board Members must be elected by the Members in accordance with such nomination and election procedures as are stated herein, and as may from time-to-time be adopted by the Board

10.3 Section 3 Term of Office

The term of office of each Board member shall be two (2) years, and shall run from the close of the annual meeting at which the Board member is elected or re-elected, to the close of the second annual meeting thereafter, and until their successor has been elected and qualified

10.4 Section 4 Two Classes

The Board shall be comprised of two classes One class shall be comprised of three (3) members, and the second class shall be comprised of two (2) members The classes shall stand for election in alternate years

11 ARTICLE XI ELECTION, RESIGNATION AND REMOVAL OF BOARD OF DIRECTORS MEMBERS

11.1 Section 1 Nomination of Candidates for Board

Nominations for all positions in the class of the Board members which are up for election at the Annual Meeting must be made in accordance with such nomination and election procedures as may be adopted by the Board from time-to-time, save that nominations must be closed prior to the transmission of the Annual Meeting notice, so appropriate proxies and/or mail- in ballots, if authorized by the Board, may be included with the Annual Meeting notice

a. Nomination procedures must be adopted and communicated by the Board to the Members in writing in a sufficiently timely fashion to permit the Members a reasonable opportunity to nominate candidates for election to the Board prior to the transmission of the Annual Meeting notice
b. Nomination procedures must permit any Member to submit a written nomination of themselves, or any other Member

11.2 Section 2 Election

Election to the Board of Directors shall be by secret written ballot, directed proxy, proxy or mail-in ballots, as may be adopted by the Board in establishing the Annual Meeting rules and procedures Cumulative voting by Members is not permitted

11.3 Section 3 Resignation

Any member of the Board may resign at any time, for any reason, upon written notice to the Secretary, or in the Secretary's absence, to the President Resignations are irrevocable Resignations shall be effective from the date the resignation notice is delivered to the Secretary or President

11.4 Section 4 Deemed Resignations

Should any Board member sell, convey, assign or transfer title to his or her Unit, or lose title to his or her Unit through foreclosure, deed in lieu of foreclosure, or other judicial proceedings, or should a Board member's good standing status be revoked in the manner stated in these Bylaws, then automatically, without any act by the Board member, and concomitantly with the transfer of title, or the issuance of a notice of suspension of the Board member's good standing as a Member of the Association, the Board member shall be deemed to have resigned his or her position on the Board The unexcused absence of a Board member from two (2) consecutive meetings of the Board shall be deemed to be a resignation of his or her position on the Board Deemed resignations are irrevocable

11.5 Section 5 Vacancies

In the event of the death, resignation or deemed resignation of a Board member, the Board member's successor must be promptly selected and appointed by majority vote of the remaining Board member or members to serve out the balance of the term

11.6 Section 6 Removal

Any or all of the Board members may be removed from the Board at any time, with or without cause, by affirmative vote of a majority of all the Members of the Association entitled to vote at a meeting of the Members Subject to the Board's adoption of meeting rules and procedures, a successor to replace the removed Board member shall be appointed by the then remaining members of the Board at the meeting at which the Board member is removed However, the successor shall only serve out the balance of the term of the removed Board member, after which term the successor Board member may stand for election to the Board for a full term

12 ARTICLE XII BOARD OF DIRECTORS' POWERS

12.1 Section 1 Powers of the Board

The Board shall have authority and power to exercise all those powers vested in the Association, as set forth in the NPC, the Articles of Incorporation, these Bylaws, the Declaration, and all applicable law, including, but not limited to the UPCA, and which are not otherwise specifically vested in the Members By way of illustration, but not by way of limitation, the powers of the Board shall include the authority and power to

a. Call Annual, General, and Special Meetings of the Members, and
b: Administer, manage, maintain, repair, restore, improve and operate the Association and all real property acquired by the Association, and
c. Appoint, employ and remove at the Board's pleasure officers, independent contractors, Managers, agents, servants and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bonds, if any, as it may deem necessary or expedient, and
d. Adopt and implement the annual budget of the Association, and to make adjustments to, and reissue the annual budget, as the Board may deem necessary during the course of the Association's fiscal year, save that the Budget must include, but is not limited to, the following
(i) Common Expenses which must include, by way of example and not by way of limitation, estimated amounts for the anticipated costs of maintenance, repair, restoration, replacement, improvement and operation of any real property the Association may acquire together with the improvements thereon, and
(ii) Estimated costs to administer, manage and operate the Association, including all licenses, taxes or governmental charges, if any, properly charged or levied against the Association's property and payable by the Association, and
(iii) Estimated costs for services of a Manager, if a Manager is intended to be retained, as well as all other advisors, consultants, contractors, persons and entities whose services are anticipated to be needed during the course of the fiscal year, and
(iv) Reserves for anticipated major repairs and replacements, and
(v) Common Expense Assessments against each Unit in an amount sufficient to meet the anticipated Common Expenses of the Association for the fiscal year
e. Adopt, establish, levy and assess Assessments, costs, fees, interest, late fees, expenses, charges and fines against the Members, and
f. Determine in its sole discretion payment due dates, including but not limited to single payment, quarterly or monthly due dates, for all Assessments, costs, fees, interest, late fees, expenses, charges and fines, and
g. Enforce and collect all Assessments, costs, fees, interest, late fees, expenses, charges and fines and any other sum due to the Association as may be provided in the Governing Documents or applicable law, and
h. Adopt, amend, withdraw, enforce and publish Rules and Regulations governing the administration, maintenance, enjoyment and use of the Property, the personal conduct of the Members and Occupants on the Property, to establish architectural standards, specifications, requirements and procedures, and levy and collect fines against the Members for breaches and/or violations of the Governing Documents, and the administration and operation of the Association, and Borrow money on behalf of the Association and mortgage, pledge and/or assign the Association's right to receive future income, including accounts receivable and Assessments due to the Association, as security therefore, and
j. Acquire by gift or otherwise, purchase, sell, lease, transfer or otherwise own, hold, convey or dispose of, and/ or dedicate to any municipal, county or state agency, the real and personal property of the Association, as may be deemed necessary by the Board in furtherance of the purposes of the Association, subject to the provisions of the Governing Documents and applicable laws, and
k. Suspend a Member's good standing status, and incident thereto to suspend the Member's membership rights and privileges, for any material violation of the Governing Documents, and File, prosecute, withdraw, settle, compromise, arbitrate, including binding arbitration if approved by the Board, or defend any cause of action in any Court, in the name of the Association, subject to such limitations as may now or hereafter be stated in the Governing Documents or applicable law, and
m. Acquire by purchase, gift, bequest, devise, sale, assignment, lease or other conveyance real property, and
n. Appoint committees comprised of Members to assist the Board in the performance of its duties and obligations, and
o. Open, hold, maintain and close such accounts with banks, brokers or other financial institutions as the Board may from time-to-time deem necessary and appropriate for deposit of the Association's funds, including by way of example but not by way of limitation, checking and savings accounts, certificates of deposit and mutual funds, and
p. Waive or grant temporary exceptions to Members or Occupants from the application of, or obligation to comply with, those portions of the Governing Documents regarding the use and enjoyment of the Property, as may be necessary to obtain or reach "reasonable modifications" and/or "reasonable accommodations" with, or for the benefit of, handicapped, as that term may now or hereafter be defined in the Pa Human Relations Act, and/or the Federal Fair Housing Amendments Act, or any similar or succeeding statute, Members or Occupants to permit full use and enjoyment of the Property by a handicapped Member or Occupant, subject to the Board's power to terminate the waiver or exception when a handicapped Member or Occupant terminates their use or occupancy of a Unit, and
q. Grant easements, leases, licenses and concessions, and
r. Use and expend any sums collected as Assessments for the administration, maintenance, management, repair, restoration, improvement and operation of the Association, as well as any real property which may be acquired by the Association and the improvements now or hereafter made and/or erected thereon subject to the limitation that all real property acquired by the Association must be designated Common Elements, except for Units, if any, which may be purchased by the Association to protect its Assessment lien, or to collect a judgment against the Owner of the Unit, and
s. Maintain reserve funds adequate for the anticipated major repairs and replacements of the Common Elements and the improvements thereon, and
t. Subject to applicable law, to pay all taxes and assessments, if any, levied or assessed against any real property which may be acquired by the Association and improvements that may be owned by the Association, exclusive of any tax or assessments levied against any Unit, or otherwise chargeable against any Member, and
u. Enter into a contract for professional management services upon terms and conditions determined to be acceptable by the Board in accordance with the provisions of these Bylaws, and
v. Contract for, employ or retain professionals, including accountants, architects, engineers and lawyers to provide the Board with advice, guidance and services, and to fix the compensation of such professionals, and
w. All such other powers as are appropriate and necessary to conduct the business and affairs of the Association in the manner contemplated by the Governing Documents

13 ARTICLE XIII BOARD OF DIRECTORS' DUTIES

13.1 Section 1 General Duties of the Board

It shall be the duty of the Board to act as fiduciaries for the Association in the administration, operation and management of the business affairs of the Association and the Property

a. The Board must faithfully perform the duties and obligations of the Master Association as set forth in the Articles of Incorporation, these Bylaws and the Declaration in good faith, in the best interests of the Master Association, as persons of ordinary prudence would use under similar circumstances including reasonable inquiry, diligence and skill
b. In the performance of its duties, the Board may rely upon opinions, information, guidance or reports received from the Master Association's accountants, architects, engineers, legal counsel, Manager and similar professionals, as well as Master Association committees, and other persons, including Board Members, as may be permitted by Sections 5712(a) of the NPC, and 5303 of the Act

13.2 Section 2 Specific Duties of the Board

The Duties of the Board shall include by way of illustration, but not by way of limitation, the duties and obligations to

a. Cause to be kept a complete record of all of its acts and all corporate affairs, and
b. Cause a complete audit of the books and accounts for the Association to be made by an independent certified public accountant at the end of each fiscal year, and at any other time deemed necessary by the Board, and
c. Call Annual and General Meetings of the Members, as stated herein, or Special Meetings when deemed necessary by the Board or when a Special Meeting is requested by the required number of the Members, and
d. Supervise all officers, agents, servants and employees of the Association, including, but not limited to, the Association's accountant, architect, engineer, legal counsel and/or Manager, and to see that their duties are properly performed, and
e. Issue, or cause an appropriate officer or authorized agent to issue, upon demand by any Member or first mortgagee, the Estoppel Certificate required to be issued under the Declaration, prevailing law and any Rules and Regulations adopted by the Board upon the sale, conveyance or other transfer of the title to a Unit, and
f. Administer, operate, maintain, repair, restore, develop, manage, insure and improve any real property the Association may acquire and all improvements thereon, as well as the Association's personal property, in accordance with the Governing Documents subject to the limitation that with the exception of Units purchased by the Association to protect the Association's Assessment lien, or purchased by the Association for resale to collect a judgment against an Owner, all real property acquired by the Association shall be, and shall be deemed to be, Common Elements, and
g. Promptly publish rules and regulations adopted by the Board to the Members, and
h. Levy, assess, enforce and collect all Assessments, costs, fees, fines, expenses, interest or charges provided in the Declaration, Bylaws and/or Rules and Regulations, and
i. Obtain such insurance as is required herein or in the Declaration, and to hold the proceeds of any insurance claim for use in the manner required by the Declaration and applicable law, and
j. Open and maintain accounts with such banks and/or financial institution as the Board may deem appropriate to the financial needs and circumstances of the Association, save that in selecting all accounts in which Association funds are held as reserve or contingency funds for future major repairs, replacements and expenses, the Board must exercise only that degree of judgment and care, under the circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition of their own funds, considering the probable income to be derived therefrom, as well as the probable preservation and safety of capital, and
k. Enforce compliance by the Members and Occupants with the covenants, easements, restrictions, terms, conditions and provisions of the Governing Documents, and
l. Adopt Annual Budgets for all Common Expenses of the Association and publish the annual budget to the Members not less than thirty (30) days prior to the start of each fiscal year of the Association, and
m. All such other duties as are appropriate and necessary to conduct the business and affairs of the Association

14 ARTICLE XIV BOARD OF DIRECTORS' MEETINGS

14.1 Section 1 Meetings of the Board

The Board must hold an annual meeting of the Board within ten (10) days after the Annual meeting of the Members, at a date, place and time selected by the Board The annual meeting of the Board may be held immediately after the Annual meeting of the Members The Board may also hold such additional regular meetings throughout the year as the Board may deem necessary and appropriate to the performance of its duties and obligations, save that the Board must hold not less than one meeting per quarter Meetings of the Board may be held without notice to the Members Meetings of the Board may be held at the registered office of the Association or such other place as the Board shall determine The annual meeting of the Board shall be an organizational meeting for purposes of selecting officers and conducting such other business as the Board may wish to conduct

a. Regular meetings of the Board shall be held as called by the Board President, or a majority of the members of the Board, at such time and at such place as the President of the Board shall determine If a regular meeting of the Board is scheduled prior to the close of its prior meeting, then no notice of the regular Board meeting need be given to the Board members If a regular meeting of the Board is not scheduled prior to the close of its prior meeting, then notice of the regular Board meeting must be given to the Board members by the Secretary by first class mail, postage prepaid, and/or by e-mail, facsimile mail, posting on the Board member's Unit, and/or by telephone not less than three (3) days prior to the meeting
b. If a special meeting of the Board is scheduled prior to the close of any regular meeting of the Board, then no notice of the special Board meeting need be given to the Board members If a special meeting of the Board is not scheduled prior to the close of a regular Board meeting, then notice of the special Board meeting must be given to the Board members by the Secretary by first class mail, postage prepaid, or by e- mail, facsimile mail, posting on the Board member's Unit and/or telephone not less than one (1) day prior to the meeting
c. Special meetings of the Board may be called by the President, or a majority of the Board members
d. Notice of a regular Board meeting shall be deemed to have been received by a Board member if the regular meeting was scheduled on the record during the course of a preceding regular Board meeting Notice of a regular Board meeting shall also be deemed to have been received if verbally given to the Board member personally, or by telephone, facsimile or e-mail, or by posting on the Board member's Unit, or by written notice from the Board Secretary by first class mail, postage pre-paid
e. Notice of special meetings of the Board shall be deemed to have been received by a Board member if the special meeting was scheduled on the record during the course of a preceding regular or special Board meeting Notice of a special Board meeting shall also be deemed to have been received if given to the Board member personally, or by telephone, facsimile or e-mail, or by posting on the Board member's Unit, or by written notice from the Board Secretary by first class mail, postage pre-paid
f. The appearance of a Board member at a Board meeting, and/or his or her participation in a Board meeting for any purpose other than challenging lack of notice, shall be deemed to be a waiver of lack of notice, and/or any defect in receiving notice
g. Except as may be determined by the Board from time-to-time or mandated by law, all meetings of the Board shall be closed meetings, save that the Board may open any Board meeting and request or permit attendance by any Member, the Association's agents, servants, employees, contractors and professional advisors or consultants, and any other person authorized, invited or requested by the Board to attend a Board meeting, save that the President, or the Board by majority vote, may call any meeting of the Board into executive session at any time
h. The members of the Board shall have the power to take action on behalf of the Association in the absence of a meeting by obtaining the written approval of the action by a majority of all of the members of the Board then in office, and any action so taken shall be binding upon the Association in the same manner, and be an act of the Association, in the same manner as if done at a meeting

14.2 Section 2 Quorum of Board

A quorum for Board action shall consist of a majority of the occupied positions on the Board at the time the vote or action is proposed to be taken

14.3 Section 3 No Compensation

No member of the Board may be compensated for performing his or her duties as a member of the Board However, upon majority vote of the Board, Board members may be reimbursed the reasonable costs, if any, they have incurred in the performance of their duties

15 ARTICLE XV CONFERENCE TELEPHONE

15.1 Section 1 Conference Telephone

One (1) or more Members may participate in a meeting of the Board, or any committee meeting, or any meeting of the Members of the Association, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other Participation in a meeting pursuant to this Article shall constitute presence in person for purposes of quorum calculations

16 ARTICLE XVI OFFICERS

16.1 Section 1 Officers

The Officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer The offices of the President and Vice-President must be held by members of the Board The office of the Secretary, and the office of the Treasurer, may be held by any Member of the Association, or by the members of the Board No Board member, and no Member of the Association, may hold more than one of these offices Officers who are not members of the Board may attend meetings of the Board Officers who are not members of the Board may be recognized by the President and heard at meetings of the Board or the Members However, Officers who are not members of the Board may not vote in any matter coming before the Board for a vote The Board may appoint assistant or additional officers by majority vote of the Board

16.2 Section 2 Election of Officers

The Officers must be elected at the annual meeting of the Board, by majority vote of the members of the Board Officers may be removed, replaced and/or reassigned at any time, with or without cause, by majority vote of the Board

16.3 Section 3 Terms of Officers

All Board Officers shall hold office for one (1) year terms However, but if an Officer is a member of the Board, then the Officer's term may not extend beyond the Officer's term of office as a member of the Board

16.4 Section 4 Resignation and Removal

Any Officer may resign at any time by giving written notice to the Secretary Without regard for the content of the notice, the resignation shall take effect on the date of the Secretary's, or if the Secretary is resigning the President's, receipt of the resignation notice Resignations are not revocable Any Officer may be removed at any time, for any reason, by majority vote of the Board

16.5 Section 5 Vacancies

A vacancy in any Officer position must be filled by appointment by majority vote of the Board as soon after the vacancy is created as possible

16.6 Section 6 President

The Board President shall preside at all meetings of the Board, and at all meeting of the Members, see that orders and resolutions of the Board are carried out, and sign agreements, contracts, notes, checks, leases, mortgages, deeds and all other written instruments, on behalf of the Association The President shall be an ex-officio, non-voting member of all committees, if any, appointed by the Board The President shall possess all the powers and duties ordinarily attributable to the chief executive officer of a Pennsylvania Non-Profit Corporation

16.7 Section 7 Vice-President

The Vice-President shall perform all the duties of the President in the President's absence, and such other duties as may be assigned by the Board

16.8 Section 8 Secretary

The Secretary shall have charge of, and shall keep and record, or cause to be kept and recorded, the votes and minutes of the proceedings of all meetings of the Board and the Members in a book to be kept for the purpose The Secretary shall also give notice of meetings of the Board and of the Members, prepare all ballot and proxy forms, have charge of, and shall prepare, receive, transmit and keep records of all correspondence, notices, and communications between the Association, its Members, the Board and all other persons, partnerships, corporations, government agencies and bodies, and other entities who may correspond or do business with the Association The Secretary shall also keep the records of the Association, a membership book containing the name and address of each Member, and record therein the fact and date of each termination of membership and the names and address of each new Member, the corporate seal of the Association and affix it on all documents requiring said seal The Secretary shall also perform such other duties as may be assigned from time-to-time by the Board In performing the aforesaid functions and duties, the Secretary may act by and through, and with the aid and assistance of, an assistant secretary, other Board members, or the Manager if one is retained, as may be authorized by the Board

16.9 Section 9 Treasurer

The Treasurer shall have charge of, and shall receive and deposit into accounts designated by the Board, all monies of the Association, and disperse such funds as directed by the Board The Treasurer shall also keep, or cause to be kept, correct, complete and proper books of account, cause an annual audit of the Association's books to be made by a certified public accountant at the completion of each fiscal year, and promptly mail or deliver a copy of the audit to each Member after the Board approves the audit The Treasurer shall prepare an annual budget for review and adoption by the Board, together with an annual statement of income and expenses The Treasurer shall present the said budget and annual statement to the Members at the Annual Meeting In performing the aforesaid functions and duties, the Treasurer may act by and through, and with the aid and assistance of, an assistant treasurer, or the Manager if any is retained, as may be authorized by the Board

17 ARTICLE XVII MANAGER

17.1 Section 1 Manager

The Board shall have the power, but not the obligation, to appoint, employ and contract for the services of a Manager for the Association, and to delegate to such Manager such limited powers, duties and responsibilities as the Board may deem appropriate and necessary for a Manager to effectively administer and manage the day-to-day affairs of the Association, subject to the following limitations

a. The Manager must be a professional agent or corporation selected by the Association
b. The Manager shall not be, or be deemed to be, a Board member, nor an Officer of the Board
c. The Manager may not be a Member of the Association, nor an Occupant of any Unit
d. The Manager must be employed or retained under the terms of a written contract
e. The Manager's contract must contain an affirmative statement by the Manager acknowledging receipt and review of the Association's Governing Documents, and an affirmative statement by the Manager that the Manager agrees to act at all times by, and on behalf of, the Association and in accordance with the Governing Documents
f. No contract with any Manager may run for an initial term in excess of two (2) years However, the contract may contain optional renewal periods not in excess of one (1) year, subject to the condition that the Manager must provide the Board with written notice of the renewal date and any increase in the Manager's fees at least ninety (90) days prior to the renewal date
g. The Manager must maintain commercial general liability insurance and errors and omissions insurance policies, or commercially available liability insurance providing similar coverage, with limits at least equal to the limits of coverage maintained by the Association on its property and liability insurance policies
h. The Manager must maintain fidelity bond coverage for the Manager and all of the Manager's agents, servants, employees and contractors who will have access to the Association's accounts or funds, with coverage limits not less than an amount equal to the Association's reserves, plus ten (10% ) percent of the Association's annual budget

17.2 Section 2 Indemnification of the Manager

The Association may agree to indemnify and hold the Manager harmless for all acts of the Manager done by, or on behalf of the Association, except those acts which represent gross negligence, a breach of the Governing Documents or applicable law, or willful misconduct by the Manager The Association may name the Manager as an additional insured on any insurance policy maintained by the Association in order to effect the foregoing indemnification

17.3 Section 3 Indemnification of the Association

The Manager must agree to indemnify and hold the Association harmless from acts by the Manager which represent gross negligence, a breach of the Governing Documents or applicable law or which represent willful misconduct by the Manager

17.4 Section 4 Termination of Manager's Contract

All Manager contracts must be terminable by either party upon thirty (30) days written notice for cause, and upon sixty (60) days written notice without cause

17.5 Section 5 Manager's Functions

Under and subject to the contract with its Manager, the Board may assign its day-to-day administrative and supervisory functions to the Manager, but, with the exception of providing administrative support to the Board, the functions assigned to the Manager must not include the Board's powers and duties to

a. Call Annual, General, and Special Meetings of the Members, and
b. Enter into Contracts for services, supplies, or materials, and
c. Adopt, establish, levy and assess Assessments, and
d. Adopt and publish the annual budget, and
e. Adopt, amend, withdraw, enforce and publish rules and regulations, and
f. Borrow money on behalf of the Association, and
g. Purchase, sell, lease or transfer real property and/or to grant leases, licenses, or easements over real property, and
h. Suspend a Member's good standing status and membership rights and privileges, and
i. Appoint committees, and
j. Open or close bank accounts, or accounts with other financial institutions, except upon receipt of written Board approval, and
k. Negotiate or draft any check or instrument by, or on behalf of, the Association, except in accordance with procedures established by the Board of Directors, and
l. Conduct hearings and due process procedures, and
m. Establish any policies or perform any functions requiring the exercise of the Board's discretion and judgment, and
n. Discharge any and all duties as assigned or designated by the Board Secretary

18 ARTICLE XVIII COMMITTEES

18.1 Section 1 Committees

The Board may appoint, reappoint, change the function and duties of, change the size of, suspend and terminate such committees as the Board may from time-to-time deem desirable

18.2 Section 2 Purpose of Committees

The purpose of committees is to assist the Board in the performance of its duties The Board shall have the powers to accept or reject, in whole or in part, any assistance, advice, guidance, suggestions or reports it may receive from any committee

18.3 Section 3 Appointment

Committees shall be appointed by the Board, and shall serve at the pleasure of the Board subject to the following limitations

a. The size, functions, powers, and duties of each committee shall be determined by the Board, and any one or more of the Members and/or Occupants may be appointed to serve on any committee, save that all committee chairpersons, and a majority of the members of any committee appointed must be Members
b. Any member of any committee may be removed from that committee by the Board at any time, with or without cause
c. An appointment to a committee may be made by the Board at any time
d. The Board shall appoint the chairperson of all committees The chairperson shall serve at the pleasure of the Board The chairperson must be a Member who resides at Willistown Knoll
e. A committee shall hold and exercise only those powers and duties, if any, granted to it by the Board, save that the Board shall not have the power to give or assign any power or duty specifically reserved to the Board in these Bylaws, or in the Declaration, to any committee The primary functions of committees are to assist the Board, and to operate as fact finders and advisors to the Board
f. The Board may adopt procedures and/or Rules and Regulations by which a committee must proceed within its assigned scope of responsibility, and committees may adopt internal operating procedures not in conflict with the Governing Documents, the scope of their assigned responsibility and the Rules and Regulations

18.4 Section 4 Reports

From time-to-time the Board may request or direct, and the committee must thereafter research, prepare or provide as directed, reports, proposals, memorandums, opinions or such other assistance as the Board may request All committee reports must be prepared for and published only to the Board No committee may publish or release any report, nor any other document, to anyone other than the Board unless publication or release of the report or document has first been approved by majority vote of the Board

18.5 Section 5 No Compensation

No member of any committee may be compensated for performing his or her duties as a member of the committee However, upon majority vote of the Board, committee members may be reimbursed the reasonable costs, if any, they have incurred in the performance of their duties

19 ARTICLE XIX ARCHITECTURAL CONTROL

19.1 Section 1 No Architectural Changes Without Approval

In order to ensure harmonious and efficient development of the Property, no change, modification, repair, renovation, reconstruction, improvement, or addition may be undertaken to any Unit, nor may any work be done by any Member upon any of the Common Elements, except in accordance with Plans and Specifications which have first been submitted by the Member to, and approved in writing by, the Board in accordance with the Declaration, this Article XIX, and any applicable Rules and Regulations of the Association Any and all remedies available to the Association in the event the member fails to obtain approval for such architectural change shall be in conformity with the Rules and Regulations

19.2 Section 2 Changes to Lots and/or Units

The Members shall not bear any obligation to obtain any architectural approval under the provisions of this Article XIX if the proposed improvements are to be made only to the non-structural portions of the interior of a Unit, and provided the proposed improvements are to be made completely within the Unit No work may be done to any structural or load-bearing portion of any Unit, nor upon any portion of the Common Elements, by any Member except upon the Member's receipt of written architectural approval in accordance with the Governing Documents prior to doing any work

19.3 Section 3 Architectural Control Committee

The Board shall have the power to serve as, or to appoint, as the Board may deem appropriate, an Architectural Review Committee If appointed by the Board, then the Architectural Review Committee (the "Committee" for purposes of this Article XIX) shall be composed of not more than five (5) members who must reside at Willistown Knoll One of the Committee Members must be appointed by the Board to serve as Chairperson of the Committee, and one (1) of the Committee Members must be appointed by the Board to serve as the Secretary of the Committee Except for the President, who shall be an ex-officio, non-voting member of the Committee, none of the Committee members shall be members of the Board, although the members of the Board may consult with the Committee, and attend meetings and any hearings conducted by the Committee The members of the Committee shall serve at the pleasure of the Board, and any Committee member may be removed by majority vote of the Board at any time, for any reason Committee members may resign, and shall automatically be deemed to have resigned upon the sale or any other conveyance of a Committee member's Unit

19.4 Section 4 Rules and Regulations

The Board shall have the power and discretion to adopt, amend, revise and/or withdraw from time-to-time, as the Board may deem appropriate, such Architectural Rules and Regulations as are not in conflict with the provisions of the Governing Documents

19.5 Section 5 Review by Committee

In reviewing plans and specifications submitted by an applicant, the Board, or the Committee, as applicable, must examine the completed application and must consider, among such other factors as may be deemed appropriate, the following

a. Completeness and accuracy of the application documents, and compliance of the application documents with the Governing Documents, including any Architectural Rules and Regulations, if any, adopted by the Board, and
b. Location and nature of the proposed improvements, and
c. Avoiding encroachments, and
d. Avoiding encroachments of the proposed improvements upon other Units and the easements appurtenant thereto, and
e. Avoiding threats to the health, safety, and welfare of the Members and any impairment of the appearance and value of the Property, and
f. All applicable federal, state and local ordinances, laws, regulations and statutes, including the Willistown Township Zoning and Building Ordinance (save that the issuance of an approval, if any, by the Board shall not be deemed a certification of compliance of the application therewith, and the Board may rely upon any certification of compliance stated by the applicant in the application), and
g. Conformity to, and preservation of, the prevailing general and specific architectural style and finish details (including paint color, windows, doors and trim), and
h. The conservation and preservation of, the prevailing general and specific topography, landscaping and trees on the Property, as well as preserving the harmonious and uniform architectural appearance, style and finish details (including by way of example, but not by way of limitation, sight lines, fences, paint color, windows, doors, roofs, siding, decks, patios, balconies, and exterior veneers, surfaces and trim), and
i. Permitting reasonable modifications to the Property to allow a handicapped Members or Occupants full access to, and enjoyment of, his or her Unit

19.6 Section 6 Architectural Committee General Functions

In addition to such other functions as shall be borne by the Committee, if appointed, under this Article XIX and as may be assigned to the Committee by the Board incident to the adoption of Rules and Regulations regarding Architectural Control, the Committee shall function in three (3) broad areas

First, to maintain, regulate and preserve consistent and harmonious external design, appearance and location of the Lots, Units and the Property and all improvements thereon, in such a manner as will preserve and enhance the value and appearance of the Property and the Members' and Occupants' health, safety and welfare, and

Second, to maintain a harmonious and aesthetically pleasing relationship between the Property and the improvements, including the locally prevailing vegetation, topography and improvements, and

Third, to monitor compliance of the Members with all applicable architectural control provisions of the Declaration and such Architectural Rules and Regulations as the Board may adopt, and any Architectural Control applications approved by the Board pursuant to this the Governing Documents

19.7 Section 7 Submission of Architectural Applications

The Committee shall receive, consider and review written applications by the Members to make improvements, changes, alterations, additions, or repairs (the "Proposed Improvements") to the Lots, the exteriors of the Units, the Limited Common Elements and/or the Common Elements All applications must be made in writing All applications must be submitted to the management office by regular mail, fax or hand delivery addressed to the Committee at the Association's business address, or by hand delivery to the Chairperson or Secretary of the Committee, and the Chairperson or Secretary may issue a written acknowledgment of receipt of the subject application when the application is complete

19.8 Section 8 Contents of Architectural Applications

All applications submitted to the Committee must be composed of a written application in a form approved by the Board, including, but not limited to

a. A narrative description of the Proposed Improvements, and
b. Complete plans and materials specifications for the Proposed Improvements (the plans must be sealed by a Registered Architect and/or professional engineer if requested by the Board), and
c. A statement of the date when work is proposed to start and the date when work is intended to be completed, and
d. A list of all contractors, sub-contractors and material suppliers who will require access to the Property to carry out the proposed work, and
e. An indemnification and hold harmless agreement signed by all of the Owners of the Unit which is the subject of the application in a form acceptable to the Association, and
f. Such other documents as the Board may require through the adoption of Architectural Rules and Regulations

19.9 Section 9 Architectural Committee Recommendations

Upon review of a complete application, the Committee must issue a written recommendation to the Board advising the Board as to whether the application complies with the Governing Documents, including any Architectural Rules and Regulations adopted by the Board, and recommending that the application be denied, approved or approved subject to conditions

a. Incident to issuing any recommendations to the Board, the Committee may make suggestions to the Board regarding conditions and/or modifications to the submitted application, plans and specifications which the Board may consider setting forth in any final approval of the application the Board may issue A recommendation of disapproval by the Committee shall not bar the applicant from withdrawing, revising and resubmitting an application to the Committee
b. The Committee need not review or consider any application which it deems to be incomplete But that the Committee must advise the applicant in writing of the documents needed to be submitted to the Committee to complete the application
c. The Committee must issue a written recommendation to the Board within thirty (30) days of receipt of a complete application, the failure of the Committee to issue a written recommendation within thirty (30) days of the receipt of a complete application shall be deemed to be a recommendation to the Board that the application should be denied
d. The Committee must promptly forward the application and all documents submitted to the Committee in support of the application to the Board together with the Committee's recommendation, or promptly upon the Committee's deemed recommendation of denial

19.10 Section 10 Committee Approval Is Not Board Approval

A recommendation of approval by the Committee of any application is not an approval of the application No work may be started, nor may materials be delivered, until such time as a written approval, if any, is issued by the Board

19.11 Section 11 Board Review of Application and Committee Recommendation

The Board must review an application and the Committee's recommendation and issue a denial, an approval, or an approval subject to conditions within thirty (30) days of its receipt of the Committee's written recommendation The failure of the Board, if any, to issue a written decision within thirty (30) days of receipt of an application and written recommendation from the Committee shall be deemed to be a denial of the application

a. Without regard for the Committee's recommendation of approval, or approval subject to conditions, the Board may approve or deny any application But no application may be unreasonably denied
b. The Board may, as it deems necessary, meet with an Owner to review and discuss an application before making a decision on an application
c. Applications approved by the Board must be signed by the Board President and/or Secretary
d. The Board may impose such conditions, restrictions or requirements upon the Proposed Improvements as it deems appropriate incident to granting an approval
e. The denial of an application by the Board shall not bar the applicant from withdrawing and/or revising and resubmitting an application to the Committee

19.12 Section 12 Appeal

Any applicant aggrieved by the decision of the Board in issuing a denial of an application, or an approval subject to conditions, restrictions or requirements, shall have a right of appeal of the denial directly to the Board, and to request an appeal hearing before the Board in accordance with such appeal or due process procedures as may appear in these Bylaws, or be established by the Board through the adoption of Architectural Control Rules and Regulations

a.Any approval which may be issued by the Board upon an appeal may be issued subject to such conditions, restrictions or requirements upon the Proposed Improvements as the Board may deem appropriate
b. The denial of an appeal shall not bar the applicant from withdrawing and/or revising and resubmitting an application to the Committee

19.13 Section 13 Arbitration

If the Board denies an appeal submitted by an applicant, then the applicant's only remaining right of appeal shall be to submit the application to arbitration Upon the applicant's submission of a written appeal to the Board demanding arbitration, the matter shall be submitted to a board of three (3) arbitrators One arbitrator shall be appointed by each party, and the third arbitrator must be appointed by the two (2) arbitrators already selected, the third arbitrator shall serve as Chair of the panel

a. The arbitrators shall be bound to apply the Declaration and Architectural Rules and Regulations
b. The arbitrators must hold a hearing within one hundred-twenty (120) days of the appointment of the Chair, unless otherwise extended by agreement of the Parties
c. The arbitrators must issue a written decision within thirty (30) days of completion of the hearing, and/or the receipt of all exhibits or evidence, whichever shall be the last to occur, unless otherwise extended by the Parties arbitration hearing
d. All Parties may be represented by legal counsel at the
e. The applicant's written application, including all plans, specifications and documents submitted by the applicant to the Committee and the Board, together with the Committee and Board's decisions, must be submitted to the arbitrators The decisions of the Committee and the Board shall be deemed to be advisory, but not binding, for purposes of consideration and review by the arbitrators
f. The arbitrators need not hear testimony or admit evidence which is hearsay, irrelevant or merely cumulative on the applicant
g. The decision of the arbitrators is final, unappealable and binding
h. The scope of the arbitrators' authority is to approve or deny the application, and in rendering an approval, the arbitrators may incorporate into their decision any condition, restriction, or requirements upon the Proposed Improvements as may have been imposed in the decision of the Board
i. The denial of an appeal by the arbitrators shall not bar the applicant from revising and resubmitting an application to the Committee Unless otherwise agreed to by the Board in writing, all costs and fees of the arbitrators shall be borne by the applicant
k. The party filing any litigation including, but not limited to, a declaratory judgment action, and/or any suit or appeal, to oppose, stay, enjoin, reverse, or in any way attempt to change, limit, or attack the decision of the arbitrators must reimburse all costs, fees and expenses, including, but not limited to, attorney's fees, incurred by the other parties to the litigation

19.14 Section 14 Conditions of Architectural

Approval The following conditions must be deemed to be attached to all applications approved by the Board, and a panel of arbitrators if applicable, without regard for whether such conditions are specifically stated in any approval issued

a. The Member must secure such building permits as may be necessary under prevailing federal, state, local or municipal statutes, laws, codes or ordinances, before any materials are delivered to the site, and before starting the Proposed Improvements
b. The Member must comply with all applicable laws, regulations and ordinances, including safety rules and regulations, and
c. The issuance of an approval by the Board shall not be deemed to be, or to effect, a waiver of the need for the Member to obtain all necessary building permits before proceeding with the Proposed Improvements, and
d. If requested by the Board, then the applicant agrees, at the applicant's sole cost and expense, to record the indemnification and hold harmless agreement required under Section 8 e above with the Prothonotary and/or Recorder of Deeds of Chester County before the start of any work on the Proposed Improvements, and
e. The applicant and/or the applicant's general contractor, as applicable, must maintain workman's compensation and liability insurance in adequate amounts throughout the course of the completion of the Proposed Improvements, and
f. The Proposed Improvements must be built and completed at the sole cost and expense of the Member, and
g. The Proposed Improvements must be completed in strict compliance with all plans and specifications approved, as well as all conditions, restrictions and/or limitations attached to the approval by the Board, and/or arbitrators if applicable, and
h. No hazardous substances may be used, installed, transferred, stored, treated, or held upon the Property during the course of constructing the Proposed Improvements, and
i. Upon completion of the Proposed Improvements, all disturbed portions of the Property and the Unit, if any, must be promptly returned by the applicant to the condition and appearance which prevailed thereon prior to the start of work, except for those changes made incident to completing the approved Proposed Improvements, at the sole cost and expense of the applicant

19.15 Section 15 No Changes

No Member may perform any work, or erect any improvements, which will touch upon, effect or enclose any portion of the Property which the Association may acquire except upon the receipt of such approval as may be required under the Act

19.16 Section 16 Applicant's Indemnifications

Each applicant, by acceptance of the Deed to his, her, their or its Unit, hereby covenants and agrees to indemnify, and hold the members of the Board, and if appointed, the members of the Committee, harmless from any liability, claim, damage, cost or expense arising from the Board's and/or the Committee's performance of their review and approval functions pursuant to the terms and provisions of this Article XIX

a. Each Member, by acceptance of the Deed to a Unit, hereby further agrees to indemnify the Association, the Board, the Committee, all Association officers, directors, agents, servants, employees and contractors, as well as the Members, and hold them harmless, from every charge, cost, expense, fee, fine, invoice, claim, damage, demand, award and/or judgment, including interest and delay damages, asserted or awarded against them, together with all costs and expenses of defense thereof, including attorneys fees, arising from, involving or touching upon the Proposed Improvements, and any materials, labor or services delivered, furnished, or rendered to or for the Member with respect to the Proposed Improvements, and any personal injuries or property damages suffered by any person which arise from the use, maintenance, repair, replacement, restoration and/or construction of the Proposed Improvements

19.17 Section 17 Resubmission of Application

If a Member's application for architectural approval is denied, then the Member may revise and resubmit the application for architectural approval The revised and resubmitted application for architectural approval will be treated as a new application However, the Member, the Committee and/or the Board may, but are not required, to review and refer to the Member's prior application for architectural approval, all documents submitted by the Member in support of the prior application, Committee recommendations and any denials or approvals issued by the Board, in evaluating, reviewing and approving the revised and resubmitted application

19.18 Section 18 Variances

The Declaration vests the Board with the discretion to authorize a variance from an Owner's obligation to comply with any architectural control limitation, specification or guideline stated in these Bylaws, the Declaration and/or the Rules and Regulations where the Board determines that circumstance such as acts of God, changes in prevailing law, changing topography, condemnation by a public agency or municipality, hardship, aesthetic or environmental considerations require the granting of such a variance All requests for variances must be submitted directly to the Board, and shall be determined in the sole discretion of the Board The Committee has no power to receive or act upon requests for variances The Board may, but is not required to, hold a hearing upon any variance request All applications submitted to the Board requesting variances must be made in writing, including, but not limited to

a. A detailed narrative statement of all reasons why the variance is being requested by the Owner, and any relevant documents the Owner may wish to submit in support of the Owner's statement of the reasons why the variance is being requested, and
b. A statement of the specific nature, extent and anticipated duration of the variance requested, and
c. A statement of the specific provisions of the Declaration, Bylaws and/or Rule and Regulation articles, sections or numbers, as applicable, from which the Owner is requesting relief in the form of a variance, and
d. Such other documents as the Board may request from the Owner requesting the variance,
e. If the Owner is requesting the variance in preparation for making any improvements or architectural change, modification, repair, renovation, reconstruction, improvement, or addition a Lot, Unit or the Property then the request for a variance must also include all of the documents required under Section 8 of this Article to be submitted to obtain architectural approval for Proposed Improvements, and
f. Any other documents which the Board may request, or may require through the adoption of Architectural Rules and Regulations

20 ARTICLE XX ASSOCIATION BUDGET AND RESERVES

20.1 Section 1 Annual Budget

The Board must prepare an estimated annual budget for each fiscal year of the Association The annual budget shall take into account the estimated Common Expenses, and any other anticipated cash requirements of the Association for the forthcoming year, as deemed necessary by the Board The annual budget shall also take into account the estimated net available cash income for the year from all sources, including Assessments and fees, if any, from the operation or use of the Property

20.2 Section 2 Reserves

In establishing the annual budget for each fiscal year of the Association, the Board must include in the budget an appropriate amount, or amounts, for reserves for anticipated major replacements and repairs of the Property and the improvements thereon In preparation for budgeting and funding reserves, the Board may from time-to-time, as the Board may deem necessary and appropriate, but not less than every five (5) years, perform a reserve study, and the costs thereof shall be a Common Expense of the Association

20.3 Section 3 Budget and Reserve Procedures

In preparing and administering the annual budget, and handling reserves, the Board shall be bound by the following procedures

a. If any expenditures are charged to the major repairs and replacements reserve account for the current year for which no funds, or inadequate funds, have been deposited before the expenditure is made, and if the expenditure is not otherwise funded by a Special Assessment, then the budget reserve provisions which otherwise would be established for the succeeding fiscal year must be increased by such amount over what it otherwise would have been, as will restore to the reserve all funds expended or exhausted by the subject expenditure in the prior year
b. The Association's reserve funds may be carried in any legal investment for a fiduciary as permitted under the Decedents, Estates and Fiduciaries Code, 20 Pa C S A §7302 et seq Reserve funds may be held in such banking or financial institution as may from time-to-time be designated by the Board In selecting all accounts in which Association reserve funds are to be held, the Board must only exercise that degree of judgment and care, under the circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition of their own funds, considering the probable income to be derived therefrom, as well as the probable preservation and safety of their capital
c. Loans from the reserve funds to the operating fund may be made from time-to-time, as authorized by vote of a majority of the Board, but such loans must be repaid to the reserve fund in full within six (6) months, or by the end of the next fiscal year of the Association after the fiscal year in which the loan is taken, whichever shall be the first to occur
d. No portion of the reserve fund which has not been spent at the end of the current year, or any later year, is to be refunded or rebated to the Members of the Association, except in the event the Association is terminated
e. The Board must deliver to all Members copies of each budget approved by the Board as well as notice of any capital expenditure approved by the Board promptly after either such approval

20.4 Section 4 Signatures on Checks and Instruments

Two (2) officers of the Association must sign all checks and instruments drawn against the Association's Reserve Accounts The Community Manager may be authorized by the Board to act as individual signatory on behalf of the Association to draw, sign and issue checks against the Association's general operating account to conduct the routine day-to-day business affairs for the Association The Community Manager may not sign checks drawn on the Association's general operating account in an amount in excess of $5,000 00 Checks drawn on the Association's general operating account in an amount in excess of $5,000 00 must be signed by two (2) officers of the Association However, the Board may limit the amounts and payees on checks drawn by the Community Manager In addition, any two (2) authorized Officers of the Association may draw and issue checks against the Association's operating fund All documents dealing with, touching upon or granting any right, title, easement, license, mortgage or security interest in the Common Elements, and/or the Association's accounts receivable or Assessments must be signed by the President and the Secretary, or in the absence of the Secretary, the Treasurer

21 ARTICLE XXI CORPORATE RECORDS

21.1 Section 1 Maintenance of Records

There shall be maintained by the Board at the registered office of the Association, or such other office as may be directed by the Board, a membership register containing the names and addresses of the Members of the Association, an original or duplicate record of all proceedings of the Members and of the Board, the original or a copy of the Declaration, as well as the original or copies of these Bylaws and the Rules and Regulations, including all amendments to them

21.2 Section 2 Inspection of Records

Every Member shall, upon written demand under oath stating a proper purpose, have a right to examine, in person, by agent or attorney, during usual business hours, the Association's membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a Member of the Association In every instance where an attorney or other agent is the person who seeks excise the right of inspection, the demand under oath must be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to act on behalf of the Member The demand under oath must be directed to the corporation at its registered office in this Commonwealth, or at its principal place of business or manager's office, wherever situated The foregoing right of inspection does not require the Association to make available during the course of any inspection any confidential records including by way of example, but not by way of limitation, the Assessment account information or statements for any Unit other than the inquiring Member's Unit, the file for any Unit regarding violations or alleged violations of the Governing Documents, except for extracts therefrom prepared by the Association in a manner intended to preserve any Member's privacy, confidential records, legal opinions prepared for the Board and litigation files

22 ARTICLE XXII FISCAL YEAR

22.1 Section 1 Fiscal Year

The Fiscal Year of the Association shall begin on the first day of January of each year, and end on the last day of December of each year

23 ARTICLE XXIII ASSESSMENTS

23.1 Section 1 Board to Levy Assessments

The Board possess the exclusive power to assess, levy, collect and enforce all Assessments, including, but not limited to, Annual and Special Assessments, in order to raise all those funds necessary to pay the Common Expenses of the Association, to discharge the obligations and duties of the Association under the Declaration, and to permit the Association to perform its administrative and management functions and obligations in the manner required under these Bylaws and the Declaration, together with all such further assessment powers which may now or hereafter be vested in, or granted to, the Board by any statute, law, regulation or ordinance which is, or may be made, or which may become, applicable to the Association

23.2 Section 2 Common Expenses

The following are hereby declared to be Common Expenses of the Association

a. All expenses of administration, management and operation of the business and affairs of the Association, and
b. All expenses of administration, management, operation, maintenance, repair and replacement of any portions of the Property which the Association must administer, manage, operate, maintain, repair and/or replace, including such amounts as the Board, in its discretion, deems appropriate to establish reserves for future major replacements and repairs, and
c. All expenses of obtaining and maintaining services and utilities in connection with the operation, maintenance, repair and replacement of the Property, including, but not limited to, the following electric service, water service, trash, refuse and garbage removal service, vermin extermination, snow removal, security, and other utility services, and
d. Premiums on policies of insurance required to be maintained pursuant to the Act, the Declaration or these Bylaws, and
e. Fees or compensation due to any manager, agent, servant, employee or contractor retained by the Board in accordance with the terms, conditions and provisions of the Amended Declaration, and
f. All amounts deemed appropriate by the Board, including, but not limited to, the following working capital, general operating reserves, reserves for contingencies, and to reassess any uncollectible delinquencies in the payment of Assessments of Common Expenses, and
g. Any other expense declared by the Board to be a Common Expense, or which may be determined to be a Common Expense upon application of the Act, this Declaration, or the Rules and Regulations of the Association, and
h. Such expenses, if any, as may be agreed upon as being Common Expenses by vote of sixty-seven (67%) of the Members

23.3 Section 3 Surplus Funds

Any surplus sums, if any, accumulated from Assessments for Common Expenses, income, if any, from the operation of the Property in excess of the amount required for actual Common Expenses, and reserves for future Common Expenses, including future major Common Element repairs and replacements, and Assessments for Limited Common Expenses must be credited in the manner required by Section 5313 of the Act

23.4 Section 4 Levying of Assessments And Lien For Assessments

All those Assessments which may be levied by the Association hereunder must be levied by the Board, and shall be due and payable by the Unit Owners in accordance with the applicable provisions of the Declaration, and any Rules and Regulations which may be adopted by the Board All Assessments levied by the Board, together with all fees, fines, costs, interest, and expenses, including costs of collection and attorney's fees, are a lien upon the Unit against which they are levied, and the personal obligation of the Unit Owner, from the time they are levied, until they are paid in full to the Association

23.5 Section 5 Preparation of Budget And Annual Base Assessments

At least thirty (30) days prior to the expiration of each Fiscal Year of the Association, the Board must prepare and approve the annual budget for the Association Each Unit must be assessed a share of the Common Expenses stated in the annual budget as an Annual Common Expense Assessment, and the share of the Common Expenses levied against each Unit must be determined by multiplying the Common Expenses by each Unit's assigned Common Expense Liability percentage interest The Annual Assessment levied against the Units shall be payable in twelve equal monthly installments

a. The Board must deliver to all Owners copies of each budget approved by the Board and notice of any capital expenditures approved by the Board promptly after either such approval Capital expenditures may be disclosed by including them in the budget The Owners, by vote of sixty-seven (67%) percent of the vote in the Association, may reject any budget or capital expenditure approved by the Board within thirty (30) days after the approval

23.6 Section 6 Failure to Fix Any Annual Assessment

If the Board fails to fix any new Annual Assessment for the upcoming fiscal year of the Association before the expiration of any fiscal year, then the Unit Owners must continue to pay monthly installments of the subject Annual Assessment(s) in the same sums they were paying for the preceding fiscal year until such time as the Board levies a new Annual Assessment The failure of the Board to levy any new Annual Assessment shall not be, nor shall it be deemed to be, a waiver of the Board's power and duty to thereafter levy a new Annual Assessment at such time as the Board may deem appropriate

23.7 Section 7 Special Assessments

In addition to the Annual Assessments, the Board may levy, at any time during the fiscal year, a Special Assessment or Assessments Special Assessments may be levied by the Board for such purposes as the Board may deem necessary, including, but not limited to, the following

a. Covering any budgetary shortfalls in income or Assessments, and
b. To pay for the balance of the costs, expenses and/or fees arising from any line item expenditure not adequately funded in the Budget, and
c. Any unbudgeted Common Expense, and
d. Any Common Element repair, maintenance, costs, damages, expenses, or fees, including attorney's fees arising from any replacement resulting from any Act of God, casualty, theft, malicious or negligent act of an Owner or Occupant, vandalism and/or weather related conditions, and
e. Any other necessary Common Expense approved by the Board and incurred by the Association in the performance of its administrative, management, operations, maintenance repair and/or replacement duties and obligations under the provisions of this Declaration and not otherwise incorporated into the Association's Annual Budget

23.8 Section 8 Payment of Special Assessments

Any Special Assessment levied by the Board, if any, may be made payable in such manner or frequency as the Board may deem appropriate, including, but not limited to, monthly installments If a Special Assessment is levied against all of the Owners, then the Special Assessment levied against each Unit shall be determined by multiplying the total amount of the Special Assessment by the Common Expense Liability percentage interest assigned to each Unit

23.9 Section 9 Crediting of Payments

Except as may be directed by the Board from time-to-time, including, but not limited to, through the adoption of Rules and Regulations, all payments of Assessments made by Members, including payments made subsequent to payment due date established by the Board, must be credited in the following order

First, Unpaid Assessments, then
Second, Liened Assessments, then
Third, Costs of collection, including court costs and attorney's fees, then
Fourth, Interest, then
Fifth, Late fees

23.10 Section 10 Owners' Obligation to Pay Assessmeents Expenses, Fees, Fines Costs And Charges

Upon the recording hereof as to all existing Unit Owners, and thereafter upon acceptance of a deed to a Unit by new Unit Owners, each Unit Owner covenants and agrees to be bound by the Governing Documents and to make prompt and full payment of all Assessments, expenses, fees, fines, costs and charges which may be levied under the Governing Documents against the Unit and/or Owner by the Board, together with all penalties, interest, costs of collection and attorneys fees incurred by the Association in collecting delinquent Assessments, fees, fines or charges, or in enforcing any of the provisions of the Governing Documents against an Owner and/or Occupant No Owner may waive or otherwise escape liability for Assessments, fines, fees or other charges levied against an Owner, Occupant, or Unit, or any other obligation due under the Governing Documents by waiver, non-use of the Common Elements, or by abandonment of a Unit, or by any other reason or action by, or on behalf of, the Owner

23.11 Section 11 Payment of Assessments

Each Unit Owner must pay the Annual Assessment levied against his, her or their Unit on a monthly basis, on the first day of each month Special Assessments levied by the Board shall be payable in monthly Installments, or such other method or frequency of payment as the Board may deem appropriate All other Assessments levied by the Board against an Owner shall be payable in a lump sum, or such other method and frequency of payment as the Board may deem appropriate

23.12 Section 12 Common Expenses Benefiting Less Than All Units

Common Expense incurred by the Association for labor, materials, services, professional guidance and/or supervision to maintain, repair or replace of any portion of the Property which benefits fewer than all of the Units, must be assessed and levied by the Board exclusively against the Unit, or Units, benefitted thereby

23.13 Section 13 Common Expenses Caused by Negligence

If any Common Expense incurred by the Association for any repair, restoration or replacement of the Property which arises from, or is caused by the negligence or misconduct of any Unit Owner or Occupant, or their family members, guests, agents, servants or employees, or which arise from the failure of an Owner to maintain his, her or their Unit in the manner required by the Declaration, then the Board must levy the Common Expenses incurred by the Association to provide the repair, restoration or replacement as an Assessment exclusively against the Owner's Unit, to be a lien upon the Unit, collectable, if not promptly paid upon the Owner's receipt of written notice of the levying of the Assessment, in the same manner as a delinquent Assessment

23.14 Section 14 Effect of Non-Payment of Assessments And Remedies of The Association

Any Assessment levied against a Unit, together with any other fee, fine, charge and/or cost of collection, including reasonable attorney's fees, assessed or levied by the Board against a Unit which is not paid within thirty (30) days after the due date established by the Board, shall be deemed delinquent Upon a delinquency, the Association possesses the power to collect the delinquent Assessment, fee, fine, charge, cost or expense, including costs of collection, together with all attorney's fees from the delinquent owner The Association may utilize any remedy provided in the Act, and/or the Governing Documents, and/or applicable law, concurrently or consecutively, as the Board may deem appropriate to collect the delinquent Assessments, fees, fines, charges, costs, expenses, costs of collection, and attorney's fees The delinquent Assessments, fees, fines, charges, costs of collection and attorney's fees are, and shall remain until fully paid by the Owner, the personal obligation of the Owner, and a lien upon the Owner's Unit

23.15 Section 15 Costs of Collection And Enforcement

Delinquent Assessments, fees, fines, costs and expenses for maintenance, repairs or replacements, if any may be incurred by the Association, which are recoverable from an Owner pursuant to the Governing Documents, and all costs and fees, including reasonable attorney's fees, incurred by the Association in the collection thereof, and/or in securing or enforcing the Owners' or Occupants' compliance with any of the terms, conditions and provisions of the Governing Documents, are a lien upon the Unit in the same manner as an Assessment, and shall be enforceable, collectible and recoverable in the same manner as an unpaid Assessment as permitted under Subsection 5315 of the Act

23.16 Section 16 Interest

Delinquent Assessments, expenses, fees, and/or costs of maintenance, repair or replacement recoverable under the Governing Documents in the same manner as an Assessment, together with costs of collection and attorney's fees enforceable under Section 5315 of the Act as an Assessment, shall bear interest at the rate of fifteen (15%) percent per annum, or such other maximum interest rate as may be permitted under prevailing law, on the outstanding balance due until full payment is received by the Association An Owner's payment may not be deemed to have been received until credited to the Association's account

23.17 Section 17 Delinquency Notice

Upon any Owner's account becoming thirty (30) days delinquent, the Association will provide written notice of such delinquency to the Owner by First-Class mail, postage prepaid, addressed to the Owner at the Owner's Unit, or at the last address for the Owner shown in the Association's records if the Owner does not reside in the Unit The notice must state the amount due, the interest rate charged, a payment due date, the Association's right to collect liened Assessments due for the balance of the year in accordance with the Declaration and prevailing applicable law, provide notice that the Owner may request a hearing before the Board on the delinquency, and advise the Owner that the Association may pursue all available legal remedies available under the Declaration and/or the Act if prompt and full payment is not received

23.18 Section 18 Power to Collect Through Suit

If prompt and full payment is not made by the Owner in accordance with the Notice provided under Section 19 above, then the Association may bring an action at law to collect any delinquent Assessments, liened Assessments, fees, fines, charges, expenses, and/or costs of collection, including reasonable attorney's fees The Association may also enforce or foreclose the lien against the Unit, and in the event of a suit to foreclose the lien against the Unit, the Association may proceed to foreclosure in the same manner as provided for an action of mortgage foreclosure

23.19 Section 19 Arbitration

At any time prior to the recovery of a judgment by the Association for delinquent Assessments, liened Assessments, fees, fines, charges, expenses and/or costs of collection, the Owner and the Association may agree to submit the matter to arbitration If the Association and the Owner agree to so arbitrate, then the arbitration must be conducted in accordance with the relevant provisions of Article XIV below

23.20 Section 20 Delinquent Assessment Collection Procedures

Upon the Owner's failure to request a hearing before the Board, and/or to make prompt and full payment in response to the thirty day delinquency notice letter, or upon the failure of the Owner to make prompt and full payment after a hearing before the Board, as may be applicable, the Association may proceed with one or more of the following collection methods, at the same time, or consecutively, as the Board may elect

a. Upon written notice to the Owner, addressed to the Owner at the Owner's Unit, or the last address for the Owner shown in the Association records if the Owner does not reside in the Unit, which notice may be incorporated in the Notice to be transmitted under Section 19 above, the entire balance of any Assessment payable in installments may be declared to be immediately due and payable in full, and a lien on the Owner's Unit, and/or
b. Charge a monthly late fee in an amount to be set by the Board and/or in accordance with such applicable Rules and Regulations if any, as may then be in effect, to cover the costs to the Association or maintaining the open account, including bookkeeping costs, postage, copying, etc , and/or
c. Upon written notice to the Owner, addressed to the Owner at the Owner's Unit, or the last address for the Owner shown in the Association records if the Owner does not reside in the Unit, which notice may be incorporated in the Notice to be transmitted under Section 19 above, suspend the good standing of such Owner until the delinquent Assessments, fees, fines, charges, interest and/or costs of collection, including reasonable attorney's fees are paid in full, and/or
d. Provide written notice to the Owner's mortgagee of the nature and amount of any delinquent Assessments and/or charges or expenses collectable in the same manner as Assessments together with all accrued fees, fines, charges and/or costs, and/or
e. Commence and maintain a lawsuit against an Owner for all such delinquent and/or liened Assessments, fees, fines, charges, interest, and/or expenses, which said suit shall not be deemed to waive the lien procedure provided hereinafter, and/or
f. File a Claim of Lien in the manner permitted below, and
g. The foregoing is not, nor shall it be deemed to be an exclusive list of collection procedures which may be followed by the Association To the contrary, the Association may pursue any remedies now or hereafter made available to it under the Act or then prevailing law, and/or pursuant to the adoption of such Rules and Regulations regarding Assessment collections, if any, which the Board may adopt, except that at any time prior to the recovery of a judgment by the Association, the parties to a delinquency dispute may agree to submit the matter to binding arbitration in the manner described herein

23.21 Section 21 Enforcement by Claim of Lien

In additions to the collection procedures set forth above, each Owner, by acceptance and retention of the deed to his, her or their Unit, further covenants and agrees that the Association has the power to record or file a Claim of Lien with the Prothonotary and/or Recorder of Deeds of Chester County, as the Board may elect, on each delinquent Owner's Unit to secure payment to the Association of any and all delinquent Assessments, fees, fines, charges, and costs of collection, due or recoverable from a Unit Owner under the Declaration and/or these Bylaws, including interest thereon, and all costs incurred by the Association in connection with the recording or filing of the Claim of Lien, including filing fees and attorneys fees The filing or recording of a Claim of Lien by the Association shall not be deemed to be a taking, but rather, the filing of a Claim of Lien shall be deemed to effect notice to the world of the amount due to the Association under the statutory lien already created in favor of the Association pursuant to Section 5315 of the Act and upon the recording of this Declaration

a. Prior to recording or filing a Claim of Lien on any delinquency in the payment of any Assessment, fee, fine, cost or charge due under the Governing Documents, the Association, or an authorized representative thereof, must transmit a demand notice for payment to the delinquent Owner by first class mail, postage prepaid, at the last address for the Owner shown in the Association's records Said demand notice must identify the nature, due date and amount of the delinquency, and may be incorporated into the notice to be transmitted under Section 19 above
b. Each delinquency may constitute a separate basis for transmitting a demand notice and/or the recording or filing of a separate Claim of Lien Any number of defaults may be included within a single demand notice or Claim of Lien Any Claim of Lien recorded on account of prior delinquencies shall be deemed to include subsequent continuing delinquencies and amounts due on account thereof
c. Liened Assessments for the balance of the fiscal year may be included in a Claim of Lien
d. If such delinquency is not paid within fifteen (15) days after transmission of the notice and demand for payment, the Association, upon a majority vote of the Board, may record or file a Claim of Lien on behalf of the Association against the Unit of the delinquent Owner in the Office of the Recorder of Deeds and/or the Prothonotary of Chester County
e. A single recording or filing of a Claim of Lien shall not exhaust the Association's power to file a subsequent Claim of Lien The power to file claims of lien against Unit shall continue in favor of the Association until the Association is terminated f Such Claim of Lien must be executed and acknowledged by an officer of the Association, and must contain substantially the following information
(i) the name of the delinquent Unit Owner, and
(ii) the legal description, and/or street address, and/or Unit number and/or Folio or Uniform Parcel Identifier Number of the Unit against which the claim of lien is made, as may be required by the Prothonotary or Recorder of Deeds of Chester County at the time of filing the Claim of Lien, and
(iii) the total amount claimed to be due and owing, including the type and amount of the delinquent Assessments, fees, fines, charges, expenses, interest to date of the filing of the Claim of Lien, liened Assessments, collection costs, and attorneys fees, together with the anticipated costs of recording and releasing the Claim of Lien, and
(iv) that the Claim of Lien is made by the Association pursuant to the authority stated in the recorded Declaration and these Bylaws, as amended, and
(v) that a lien is claimed against the Unit in an amount equal to the amount stated, together with all other amounts becoming due to the Association from time-to-time thereafter in accordance with the Declaration and these Bylaws, and
(vi) the date

24 ARTICLE XXIV DUE PROCESS PROCEDURES

24.1 Section 1 Due Process Procedures

The Association has determined that the establishment of a Due Process Procedure for the determination and remediation of violations of the Governing Documents, and to prevent breaches and violations of the Governing Documents, will help to deter violations and secure voluntary compliance, preserve the health, safety, welfare and security of the Members, minimize Common Expenses, facilitate maintenance of the appearance and value of the Property, and foster good morale and community spirit Therefore, the due process procedures set forth herein shall apply to all breaches of the Governing Documents by a Member or the Occupant, except with respect to unapproved architectural changes In the event of unapproved architectural changes the Association may file suit against a Member or Occupant at equity or at Law to abate or enjoin the unapproved architectural change, at any time, including prior to initiating due process procedures

24.2 Section 2 Review of Complaint

The Board must investigate and review written, signed complaints, and may do so by, through, or with the assistance of, a Rules Committee The Board may also utilize the services of the Manager to assist it in obtaining information about the alleged violation and investigating a complaint The Board may contact the accused Member or Occupant directly to secure information or a response to the Complaint Upon completion of its review and investigation, the Board must determine whether a violation has occurred, and if a violation has occurred to give Notice to the Member who committed, condoned or permitted the violation that the Board has determined that the Member has violated the Governing Documents

24.3 Section 3 Due Process Procedures

The Board may adopt, revise, amend and issue Due Process Rules and Procedures The Due Process Rules and Procedures must provide each Member accused of a violation of the Governing Documents with an opportunity to appear before the Board to be heard and present testimony about the violation before any sanction is imposed upon the Member

24.4 Section 4 Owner's Obligations

If the Board determines that a violation of the Governing Documents has occurred, without regard for whether the violation was committed by the Owner, or by the Owner's family members, guests or the Occupants of a Unit, the Owner of the Unit shall be deemed the person responsible for the violation, and the Owner shall be obligated to pay any fines levied, reimburse any costs, fees, or expenses incurred by the Association, and to carry out the abatement, cure, or remediation ordered by the Board

24.5 Section 5 Complaining Party

Any Owner, Board Member, Committee Member, or the property manager, if any be appointed, may submit a written complaint to the Board, in accordance with such Rules and Regulations, if any, as the Board may adopt with respect to submission of a complaint The complaint must be signed by the person making the complaint, and it must describe or allege the essential facts of a violation of the Governing Documents

a. Complaints must be signed by the person making the Complaint, specify the provision(s) of the Governing Documents allegedly violated, and set forth in detail the essential facts which are asserted to constitute the breach or violation

24.6 Section 6 Board Review

The Board must review all written, signed complaints submitted at the next meeting of the Board, except that in the event of a complaint with respect to any violation which represents an immediate threat to the health, safety, welfare or security of the Owners, or to the appearance, function or value of the Property, the Board may meet to review the Complaint at the Board's earliest convenience

a. The Board may not take action to determine the existence of any violation, or impose any fine or sanction, except upon the receipt of a signed, written complaint
b. The Board may request that the Complaint be reviewed by legal counsel, but the Board must make the final determination as to whether the acts complained of represent a violation of the Governing Documents
c. Incident to making such a determination, the Board may contact the Owner directly and secure information or a preliminary response from the Owner to the Complaint
d. The Board may also attempt to resolve the matter informally as between the complainant and the Owner who has allegedly committed the violation
e. Any final, formal determination that a violation has been committed must be made by a majority vote of the Board, otherwise the Complaint must be dismissed

24.7 Section 7 Fines and Sanctions

In the event that the Board makes a final determination that there has been, or is, a violation of the Governing Documents, then the Board may levy a fine against the Owner in an amount consistent with the nature and severity of the violation, but not less than $25 00 for a single violation, and then doubling in amount every violation thereafter with no limit

a. Each day upon which a violation or breach continues may be deemed a fresh violation or breach, subject to the imposition of additional or continuing fines, as the Board may levy or assess
b. In addition to fines, the Board may impose such other sanctions as the Board deems necessary and appropriate, including the issuance of a cease and desist letter, and if necessary, a demand specifying action to be taken, or work to be done, on or about a Unit, Unit and/or the Property, as may be appropriate, to abate, cure or remedy the violation and return the Unit, Unit and/or the Property to the condition, functions and appearance in which they existed prior to the violation

24.8 Section 8 Notice of Violation

Upon completion of its investigation, and a determination by the Board that a violation has been committed, the Board must issue a Notice of Violation letter to the Owner A copy of any Notice of Violation issued by the Board may also be transmitted to the Occupant of the Unit, if the Occupant is the person who was in control of the Owner's Unit at the time the violation occurred

24.9 Section 9 Contents of Notice of Violation

Any Notice of Violation issued by the Board must specifically identify the relevant provisions of the Governing Documents which have been found to have been violated, contain a statement of the essential facts giving rise to the violation If any violation is of a continuing nature, then the notice of violation must contain a directive to the Owner to cease and desist, and/or to require the Occupant of their Unit to cease and desist, from committing the violation The notice of violation must give notice of the appeal procedures available to the Owner The Notice of Violation may also contain notice of the levying of a fine, and set forth specific action to be taken, or work to be done, by the Owner in order to abate, cure or remedy a violation and to return the Property to the condition and state in which it existed prior to the violation The Notice of Violation must contain a statement that unpaid fines and uncured violations and/or remedial action may be disclosed in any certificate issued in accordance with Section 5407 of the Act

24.10 Section 10 Fines

Any fine levied by the Board may be a single fine for a single violation, and/or a continuing daily fine for a continuing violation The payment of any fine levied by the Board may be suspended by the Board during the pendency of an appeal proceeding before the Board, but the fine shall be deemed to be due from the date of the Notice of Violation if the appeal procedure is resolved by the Board against the Owner Any fine imposed is, until fully paid, a lien against the Owner's Unit, and a personal obligation of the Owner, and shall be collectible in same manner as an Assessment

24.11 Section 11 Additional Remedy

In addition to the powers to resolve a matter informally, to levy a fine, issue a cease and desist letter, and/or Notice of Violation, the Board shall have the power, but not the obligation, upon notice to the Owner, to suspend an Owners' good standing status until the fine is paid or violation cured, and also to bring an action at law, or in equity, or in both, against the Owner to collect any fines levied and/or costs of fees incurred, and to secure the Owners' compliance with the Governing Documents

24.12 Section 12 Fees and Costs of Enforcement

All costs, charges, expenses and fees, including reasonable attorney's fees, incurred by the Association incident to determining the existence of a violation, collection of fines and/or enforcing compliance with the Governing Documents, including, but not limited to, those incurred, if any, to obtain professional advice and guidance regarding the nature and extent of damages to the Property, and the work or action needed to remedy the violation and/or damages, as well as the costs of labor, materials and any necessary oversight or guidance incident to work or action being taken by the Association to temporarily abate, cure or remedy a violation, as well as any charges, fees or fines levied by the Association, must be reimbursed to the Association by the Owner, and until paid, are a lien upon the Owner's Unit, and the personal obligation of the Unit Owner, collectible in the same manner as an unpaid Assessment

24.13 Section 13 Appeal Procedure

Any Owner against whom the Board has levied a fine, issued a cease and desist letter, and/or a Notice of Violation, shall have the right to file an appeal from such fine, letter or Notice to the Board by filing a written Notice of Appeal with the Board within fifteen (15) days from the date the Notice of Violation was issued The Notice of Appeal must be filed with the Board Secretary and/or the Board President The Notice of Appeal must state the essential facts and/or provisions of the Governing Documents stating the basis of the appeal

24.14 Section 14 Appeal Hearing

An appeal hearing must be scheduled by the Secretary to be held within forty-five (45) days after the Board's receipt of the Notice of Appeal unless extended by direction of the Board upon Notice to all parties, or by agreement of the Board and the Owner filing the appeal The Appeal may be heard by the Board, or by a Board Member appointed by the Board to act as a Hearing Officer for the Board The Owner, as well as the complainant, shall have the right, but not the obligation, to attend such hearing, and to produce any relevant statement, evidence and/or witnesses on the Owner's and/or complainants behalf Each party to such hearing, including the Board, may be represented by legal counsel If conducted by a Hearing Officer, then upon the conclusion of the appeal hearing, the Hearing Officer must prepare and submit a written report, together with all evidence presented at the appeal hearing, to the Board for the Board's review, and determination of the appeal A copy of the Hearing Officer's report must also be provided to the Owner who brought the appeal and the complainant During the course of any appeal hearing, strict rules of evidence shall not apply, but the Board or Hearing Officer may refuse to hear or admit testimony or evidence which is not relevant, represents hearsay, or is merely cumulative No transcript of the hearing may be taken, unless taken with the Board or Hearing Officer's prior written consent Any transcript taken must be taken by a licensed court reporter at the sole expense of the party requesting the transcript The party taking the transcript must promptly provide all parties to the appeal, including the Association, with a copy of any transcript taken All parties, including the Owner, the Board, and/or Hearing Officer, and/or their respective legal counsels, shall have the opportunity to cross-examine all witnesses, and to examine all evidence presented during the course of the appeal hearing

24.15 Section 15 Decisions Upon Appeals

After consideration of the evidence submitted, and/or the Hearing Officer's report, as applicable, and/or review of the transcript if taken, the Board must issue its decision in writing to the Owner and the Complainant The Board's decision must be Issued within ten (10) days after the conclusion of the appeal hearing, subject to extension by the Board to permit additional evidence or the transcript to be submitted to the Board, but the Board must issue its decisions within thirty (30) days of the receipt of all evidence and/or the transcript Decisions of the Board shall be by majority vote, and shall be final and binding

24.16 Section 16 Advisory Opinions and Arbitration

Any Owner may apply to the Board for the issuance of an advisory opinion regarding the interpretation or application of the Governing Documents The Board may, but has no obligation to, respond to any request for the issuance of an Advisory Opinion If the issuance of an advisory opinion requires the Board to consult with legal counsel, then the Board may forebear from rendering the advisory opinion until the requesting Owner agrees to reimburse the Board for all attorneys fees incurred If issued, any advisory opinion issued shall be binding only as between the Association and the Owner to whom it is issued, unless otherwise stated by the Board within the advisory opinion Advisory opinions may be prepared by the Board, or the Association's legal counsel if so authorized by the Board, but any opinion drafted by legal counsel must be approved by majority vote of the Board before being issued

24.17 Section 17 Arbitration Between Owners and the Association

In the event of a dispute between the Association and any Owner, and subject to prior written consent of all Parties at any time prior to recovery of a judgment by any Party, the dispute may be submitted to binding arbitration Upon the written agreement of all parties, the matter shall be submitted to a board of three (3) arbitrators One arbitrator must be appointed by each party, and the third arbitrator must be appointed by the two (2) arbitrators already selected, the third arbitrator must serve as Chair of the panel

a. The panel arbitrators shall be bound to apply the Declaration, Bylaws and all applicable Rules and Regulations
b. The arbitrators must hold a hearing within thirty (30) days of the appointment of the Chair, unless otherwise extended by the Parties
c. The arbitrators must issue a written decision within thirty (30) days of completion of the hearing, and/or the receipt of a copy of the record of the hearing, if applicable, and all exhibits and evidence, whichever shall be the last to occur, unless otherwise extended by the Parties All Parties may be represented by legal counsel at the arbitration hearing
d. No record of the proceedings before the arbitrators may be made, except upon the consent of all Parties Copies of the record must be provided to all Parties and the arbitrators
e. The documentary evidence to be submitted to the arbitrators in preparation for an arbitration must include the Declaration, Bylaws, and Rules and Regulations, and all relevant correspondence, notices, and memoranda exchanged between the parties, as well as any other documents the parties may agree are relevant, and the written decisions of any Committee and the Board, which decisions must be deemed advisory, and not binding, for purposes of consideration and review by the arbitrators
f. The arbitrators need not hear testimony or admit evidence which is hearsay, irrelevant or merely cumulative
g. The decision of the arbitrators shall be final, unappealable and binding on all parties
h. The scope of the arbitrators' authority is to issue a written decision based upon the Governing Documents and all evidence and documents submitted to them and/or admitted at the hearing The arbitrators shall have no liability to any party, except to render a written decision
i. Unless otherwise agreed by the Board in writing, the cost and fees of the arbitrators must be borne by the Owner or Owners The Party filing any litigation including, but not limited to, a declaratory judgment action, and/or any suit or appeal, to oppose, stay, enjoin, reverse, or in any way attempt to change, limit, or attack the decision of the arbitrators, must reimburse all costs, fees, and expenses, including, but not limited to, attorney's fees, incurred by the other Parties to the litigation

25 ARTICLE XXV INDEMNIFICATION OF OFFICERS AND BOARD OF DIRECTORS MEMBERS

25.1 Section 1 General Rule for Indemnification

Each Board member and each Officer and committee member (and their heirs, executors, and administrators) shall be indemnified by the Association in accordance with the provisions of the NPC and prevailing law applicable to the Association, against any and all liabilities, fines, penalties and claims imposed upon or asserted against them, and against all expenses reasonably incurred by them, in connection with any claim or action, suit, or proceeding (either civil or criminal) to which they may be made a party by reason of having been a Board member, Officer of the Association or committee member, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable by reason of having been guilty of gross negligence or willful misconduct in the performance of their duty as a Board member, Officer or committee member However, in the event of a settlement, the indemnification herein shall apply only if the Association shall be advised by its legal counsel that, in counsel's opinion, such Board member, Officer or committee member was not guilty of gross negligence or willful misconduct in the performance of their duty as such Board member, Officer or committee member with respect to the matters covered by the pending claim, action, suit or proceeding The foregoing right of indemnification shall not be exclusive of any other right to which the Board member, Officer or committee member may be entitled as a matter of law or otherwise

25.2 Section 2 Limited Liability of Board

Without limiting the general indemnification provisions of Section 1 above, the Board, and its Officers, as well as committee members

a. Shall not be personally liable to any Member or Occupant for the failure of any service to be obtained by the Board and paid for by the Association, nor for injury or damage to persons or property caused by the elements, infestation, war, civil unrest, weather or act of God, nor by dust, sand, soil, rubbish, sewage or effluent, which may leak, flow or be driven by water or wind from the outside, or from any other Unit, Unit or part of the Property, or from any pipes, drains, conduits, appliances or equipment, nor from any other place, into or onto any Member's Unit or Unit, unless in each such instance such injury or damage has been caused by the Board member's, Officer's and/or committee member's willful misconduct or gross negligence, and
b. Shall not be personally liable to any Member or Occupant as a result of the performance of their duties for any mistake of judgment, negligence or otherwise, except for the Board or committee member's and/or Officer's own willful misconduct or gross negligence, and
c. Shall not be personally liable in contract to any Member or Occupant, nor to any other person or entity on, or under, any agreement, check, contract, deed, lease, mortgage, instrument or transaction entered into by them on behalf of the Board or the Association in the performance of their assigned duties, and
d. Shall not be personally liable to any Member or Occupant for loss or damage caused by accident, weather, the elements, infestation, war, civil unrest, act of God, vandalism, theft of or damage to personal property deposited, erected or left by any Member or Occupant in, on or about any Unit, or in, on or about the Common Elements, except for the Board, Officer or committee member's own willful misconduct or gross negligence, and
e. Shall have no personal liability arising out of the use, misuse or condition of the Property, or which might in any other way be assessed against or imputed to the Board, Officer or committee members as a result of, or by virtue of, the performance of their duties, except for the Board, Officer or committee member's own willful misconduct or gross negligence

26 ARTICLE XXVI NOTICE

26.1 Section 1 Notice

Except as specifically set forth in these Bylaws, any notice to be given or transmitted by, and between, the Association, the Board and the Members, unless otherwise provided herein, must be made in writing, and shall be deemed given when mailed or delivered to the Member Notice to the Association shall be made upon the Association's Manager, or in the absence of the Manager, upon the Secretary Notice may be given in person, by hand delivery Notice may also be given by United States mail, first class postage pre-paid, or upon delivery to a reliable courier or over-night express mail service, postage pre-paid, addressed to the recipient at the last address for the recipient as reflected in the records of the Association at the time of the mailing Notice may be given by facsimile transmission or e-mail But notice by facsimile transmission or e-mail shall only be deemed to have been received if receipt of the notice is confirmed by written confirmation generated and transmitted by the recipient

27 ARTICLE XXVII CONTRACTUAL POWERS

27.1 Section 1 Validity of Contracts with Interested Board Members

No Contracts or other transactions may be made or entered into between the Association and any one (1) or more of its Board members or officers, nor between the Association and any corporation, firm or association in which any one (1) or more of the Board members or officers are directors or officers, or are directly or indirectly, employed or financially interested, except upon full disclosure by the interested Board member(s) or officer(s) of his, her or their interest in, or employment with, the corporation, firm or association No interested Board member or officer may vote upon, or be present for any motion considered, or vote cast upon, any contract with any entity in which the Board member or officer has an interest

28 ARTICLE XXVIII AMENDMENTS AND CONFLICTS

28.1 Section 1 Amendments

Except as may be limited by applicable law, upon fifteen (15) days notice to the Members, together with a copy of the text of the proposed amendment, these Bylaws may be amended by majority vote of the members of the Board These Bylaws may also be amended by vote of sixty-seven (67%) percent of the Members at any meeting of the Members called to adopt an amendment to these Bylaws, or by an instrument in writing signed by sixty-seven (67%) percent of the Members who consent to the adoption of the amendment Any amendment of these Bylaws adopted by the Board may be amended or withdrawn by vote of sixty-seven (67%) percent of the Members at any meeting of the Members

28.2 Section 2 Conflicts

In the case of any conflict between the NPC and these Bylaws, the NPC shall control, and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control

28.3 Section 3 Severability

The provisions hereof shall be deemed independent and severable, and the invalidity, partial invalidity or unenforceability of any one provision or portion hereof shall not affect the validity or enforceability of the balance hereof

29 ARTICLE XXIX GENERAL PROVISIONS

29.1 Section 1 Applicable Law

Without regard for any Member's or Board member's state of residence, domicile or business address, each Member by acceptance of a deed, and each Board member by acceptance of his or her election, and each committee member by acceptance of his or her appointment, agrees to be bound by, and to perform his or her duties in accordance with, the Governing Documents, and further agrees that these Bylaws shall be liberally interpreted and enforced for all purposes and in accordance with the Laws of the Commonwealth of Pennsylvania

29.2 Section 2 Non-Waiver

The failure of the Association, its Board, its officers, committees, or its Manager if appointed, to strictly enforce, or demand strict performance, in accordance with the terms, conditions and provisions of the Governing Documents, shall not be deemed to be a waiver of the right thereafter to strictly enforce or demand strict performance in accordance therewith

29.3 Section 3 Jurisdiction

The Association, all Board and committee members, each Member, each Officer, each Board member, and each Committee member, covenants and agrees that the Court of Common Pleas of Chester County, Pennsylvania shall have original jurisdiction over all causes of action arising from the application, enforcement or interpretation of these Bylaws, save that any suit for delinquent Assessments, costs, fees, interest, fines, or any other sum of money, including attorney's fees, which may become due to the Association from any Member under the Governing Documents, may be filed in the local Magisterial District Court, or equivalent court, having jurisdiction over the Association, if the amount at issue is within the Magisterial District Court's jurisdictional limits

29.4 Section 4 Enforcement and Notice to the Association

The Association, the Board, or any Member may initiate a cause of action to enforce the Bylaws The Association may join in any enforcement action brought by a Member No Member or Occupant may bring any action by, for, on behalf of, or against the Association, except upon first providing the Association with not less than thirty (30) days written notice, by hand delivery or by certified mail, first-class postage pre-paid, of the nature and substance of the claims and causes of action the Member or Occupant intends to file, the names and addresses of the defendants, the relief or damages the Member or Occupant intends to demand, and the court in which the Member or Occupant intends to file the action Notice shall be deemed to have been given to the Association if the Member and/or Occupant appends to the notice a copy of the complaint the Member and/or Occupant intends to file

a. The Association, acting by and through the Board, shall have the right, power and discretion to initiate due process procedures, and/or to take any other action available to it, and/or to pursue any remedies available to the Association under the Governing Documents, the Act, the NPC and prevailing law to address and resolve the matters complained of by the Member or Occupant during the notice period
b. The Member or Occupant who gave the notice to the Association may not start any action or file any complaint or summons against the Association until sixty (60) after the date the notice is received by the Association
c. If a Member or Occupant fails to give the required notice to the Association, then the Member and/or Occupant who filed the action shall be deemed to have agreed and stipulated that the complaint or summons filed by the Member and/or Occupant may be stricken and withdrawn, and the action terminated, upon the filing of a copy of this Declaration, an affidavit signed by an authorized representative of the Association stating that the Member and/or Occupant did not give the Association the notice required by this Section 4, and an appropriate preliminary objection, petition or motion
d. Any Member or Occupant who files an action against the Association without first giving the Association the written notice required by this Section 4, must also reimburse the Association for all charges, costs, fees and expenses incurred by the Association in such matter, including court costs and attorneys fees
e. Should any Member recover a sum of money in an action filed for or on behalf of, the Association, then the Member must promptly pay over such sum to the Association, except for such deductions therefrom for reasonable attorney's fees and court costs as the court may permit by issuance of an Order
f. Should a Member bring an action based in whole or in part against the Association, its Board, Board members, Officers or any committee or committee members, and should the Member fail to substantially recover the damages or relief requested in the said cause of action, then any order or judgment of the court disposing of the cause of action shall also impose an award in favor of the Association, and against the Member, of all costs and fees, including reasonable attorneys fees, incurred by the Association in defending the cause of action
g. All costs, expenses and attorney's fees incurred by the Association in any enforcement action brought against a Member and or Occupant, including but not limited to costs and fees to prepare and file a complaint or other pleading, petition, writ, motion, memorandum or brief with the court to conduct discovery, negotiate and document an amicable resolution or settlement, try a case and/or collect a judgment against a Member, must be reimbursed to the Association by the Member, and/or by the Member who owns the Unit in which the Occupant resides
h. All charges, costs, expenses, fees and attorney's fees incurred by the Association in any enforcement action brought against a Member and/or an Occupant of the Member's Unit, shall be a lien on the Member's Unit until paid, and the personal obligation of the Member, recoverable in the same manner as an unpaid Assessment All tort and/or breach of contract actions filed by Members and/or Occupants in any court, and/or with any federal, state or municipal agency, bureau or department, must be filed and brought against the Association, and not against the Board, the Directors and/or Officers, or any Committee appointed by the Board

29.5 Section 5 Arbitration and Mediation

Any dispute involving the Association, its Board, any Officer, any Committee and/or any Member, may be submitted to mediation or arbitration upon the consent of the Association Upon the affirmative vote of a majority of the members of the Board, a matter or dispute may be submitted to binding arbitration If agreed to by the Association, then the mediation or arbitration, as applicable, must be conducted in accordance with such mediation or arbitration procedures as may be established by the Board through the adoption of appropriate Rules and Regulations

29.6 Section 6 Pronouns, Singulars and Plurals

All pronouns and any variations of pronouns shall be deemed to referto the feminine, masculine, neuter, singular and plural as may be necessary to make the Article or Section of these Bylaws at issue applicable to the circumstances or matter in question The failure of any pronoun to agree with the sex or number of persons at issue shall not, by itself, serve to defeat or in any way impair the applicability of any Article or Section of these Bylaws or any Rules and Regulations adopted in the manner permitted by these Bylaws The phrase "and/or" shall be deemed to be a function word to indicate that the two words or expressions are intended to be taken together, or individually, as may be appropriate to the circumstances or choices which may prevail at the time the relevant provision of these Bylaws becomes applicable

29.7 Section 7 Headings

The headings used throughout these Amended Bylaws are for reference purposes only They are not intended to, and shall not be deemed to substantive, nor to grant or create any obligation, right, privilege, license or duty


30 IN WITNESS WHEREOF

we, being the President and Secretary of the Willistown Woods II Homeowners Association have hereunto set our hands this 9th day of May , 2003

Willistown Woods II Homeowners Association President, and Member of the Board of Directors Secretary, and Member of the Board of Directors