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HomeMy WebLinkAbout20260091 Lexington Rd & Bemis Heights Rd Subdivision Modification 9049 Bemis Point By-Laws - CLEAN 6.3.26 BY-LAWS OF BEMIS POINT HOMEOWNERS’ ASSOCIATION, INC. DATED: ________________ WALSH SCHWARTZ LLP 42 LONG ALLEY SARATOGA SPRINGS, NY 12866 2 TABLE OF CONTENTS ARTICLE I NAME, LOCATION AND MEMBERSHIP ............................................................................. Section 1.01. Name and Location. ............................................................................................................................ 4 Section 1.02. Applicability of By-Laws. .................................................................................................................. 4 ARTICLE II DEFINITIONS ................................................................................................... Section 2.01. Definitions. ......................................................................................................................................... 4 ARTICLE III OWNERS; VOTING RIGHTS ...................................................................................... Section 3.01. Membership in the Association. ......................................................................................................... 5 Section 3.02. Voting. ................................................................................................................................................. 5 Section 3.03. Right to Vote. ...................................................................................................................................... 5 Section 3.04. Proxies. ............................................................................................................................................... 5 Section 3.05. Corporate, Partnership, Limited Liability Company and Fiduciary Owners . ... Error! Bookmark not defined. Section 3.06. Voting Regulations. ............................................................................................................................ 6 ARTICLE IV MEETING OF OWNERS .......................................................................................... Section 4.01. Annual Meeting. ................................................................................................................................. 6 Section 4.02. Special Meetings. ................................................................................................................................ 6 Section 4.03. Notice of Meetings.............................................................................................................................. 7 Section 4.04. Waiver of Notice. ................................................................................................................................ 7 Section 4.05. Waiver and Consent. ........................................................................................................................... 7 Section 4.06. List of Owners. ................................................................................................................................... 7 Section 4.07. Quorum. .............................................................................................................................................. 8 Section 4.08. Majority Vote. ..................................................................................................................................... 8 Section 4.09. Inspectors of Election. ........................................................................................................................ 8 Section 4.10. Order of Business at Meetings. ........................................................................................................... 8 ARTICLE V BOARD OF DIRECTORS .......................................................................................... Section 5.01. Number and Qualifications of Directors. ............................................................................................ 9 Section 5.02. Nominations. ....................................................................................................................................... 9 Section 5.03. Election and Term of Office. ............................................................................................................ 10 Section 5.04. Vacancies. ......................................................................................................................................... 10 Section 5.05. Resignation. ....................................................................................................................................... 10 Section 5.06. Removal. ........................................................................................................................................... 10 Section 5.07. Compensation. .................................................................................................................................. 11 Section 5.08. Regular Meetings. ............................................................................................................................. 11 Section 5.09. Special Meetings. .............................................................................................................................. 11 Section 5.10. Waiver of Notice. .............................................................................................................................. 11 Section 5.11. Quorum and Voting. ......................................................................................................................... 11 Section 5.12. Informal Action by Directors. ........................................................................................................... 12 Section 5.13. Powers and Duties. ........................................................................................................................... 12 Section 5.14. Managing Agent and Manager. ......................................................................................................... 14 Section 5.15. Indemnification of Officers and Directors. ....................................................................................... 14 ARTICLE VI OFFICERS ...................................................................................................... Section 6.01. Officers. ............................................................................................................................................ 14 Section 6.02. Election. ............................................................................................................................................ 15 Section 6.03. Term and Vacancies. ......................................................................................................................... 15 Section 6.04. Resignation and Removal. ................................................................................................................ 15 Section 6.05. President. .......................................................................................................................................... 15 3 Section 6.06. Vice President. .................................................................................................................................. 15 Section 6.07. Secretary. .......................................................................................................................................... 15 Section 6.08. Treasurer. .......................................................................................................................................... 16 Section 6.09. Other Officers. .................................................................................................................................. 16 Section 6.10. Agreements, Contracts, Deeds, Checks and Other Instruments. ....................................................... 16 Section 6.11. Compensation of Officers. ................................................................................................................ 16 ARTICLE VII COMMITTEES .................................................................................................. Section 7.01. Committees of Directors. .................................................................................................................. 16 Section 7.02. Committees of Owners. .................................................................................................................... 17 Section 7.03. Rules. ................................................................................................................................................ 17 ARTICLE VIII FINANCE ...................................................................................................... Section 8.01. Checks. ......................................................................................................... Section 8.02. Fiscal Year. ....................................................................................................................................... 17 Section 8.03. Annual Report. .................................................................................................................................. 17 ARTICLE IX BOOKS, RECORDS AND LEGAL DOCUMENTS ...................................................................... Section 9.01. Books and Records. .......................................................................................................................... 18 Section 9.02. Separate Account for Capital Reserve Funds. ................................................................................... 18 ARTICLE X CORPORATE SEAL OPTION ....................................................................................... Section 10.01. Corporate Seal Optional. ................................................................................................................. 18 ARTICLE XI AMENDMENTS .................................................................................................. Section 11.01. Amendments. .................................................................................................................................. 18 ARTICLE XII MISCELLANEOUS .............................................................................................. Section 12.01. Notices. ........................................................................................................................................... 18 Section 12.02. No Waiver for Failure to Enforce. .................................................................................................. 19 Section 12.03. Gender............................................................................................................................................. 19 Section 12.04. Captions. ......................................................................................................................................... 19 Section 12.05. Severability. .................................................................................................................................... 19 Section 12.06. Conflict with Certificate of Incorporation or the Declaration. ........................................................ 19 BY-LAWS OF BEMIS POINT HOMEOWNERS’ ASSOCIATION, INC. ARTICLE I NAME, LOCATION AND MEMBERSHIP Section 1.01. Name and Location. The name of the not-for-profit corporation, organized pursuant to the New York State Not-for-Profit Corporation Law, is Bemis Point Homeowners’ Association, Inc. The Certificate of Incorporation was filed in the Office of the Secretary of State of the State of New York on _____________. The Corporation (hereinafter referred to as the “Association”) was organized for the purpose of maintenance, preservation, repair and replacement of Improvements owned by the Association and located in or on the land owned by the Association as well as the easements conveyed to the Association, with the Improvements, and easements collectively referred to as the “Association Property”, with the Association administering the operations of the Association Property, administering and enforcing the Declaration of Protective Covenants, Conditions, Restrictions, Easements, Charges and Liens of Bemis Point Homeowners’ Association, Inc. (the “Declaration”), and such other purposes as are set forth in the Certificate of Incorporation, all for the benefit of the Association and its members. The principal office of the Association shall be located in the City of Saratoga Springs, County of Saratoga, State of New York. Section 1.02. Applicability of By-Laws. The provisions of these By-Laws, the Declaration and Rules and Regulations are applicable to the Property, the Homes and Lots, and the Association Property and the use thereof. All present and future Owners, their guests, lessees, licensees, invitees and Mortgagees, and any other person having a right to use all or a portion of the Homes and Lots are subject to these By-Laws, the Declaration and Rules and Regulations (as hereinafter defined). ARTICLE II DEFINITIONS Section 2.01. Definitions. All capitalized terms herein, which are not separately defined or denominated herein shall have the meanings given to those terms in Article I of the Declaration as it may be amended from time to time. ARTICLE III 5 OWNERS; VOTING RIGHTS Section 3.01. Membership in the Association. The Association shall have as Members only Owners within Bemis Point community. All Owners shall, upon becoming such, be deemed automatically to have become Members and there shall be no other qualification for membership. Membership shall be appurtenant to, and shall not be separated from, the ownership of any of the interests described in the definition of the word “Owner” as found in Article I of the Declaration. Any person or entity holding an interest in a Lot or Home merely as security for the performance of an obligation shall not be a Member. Section 3.02. Voting. Each Owner (including the Sponsor, if the Sponsor shall then own or hold title to one (1) or more Lots or Homes) shall be entitled to cast one (1) vote regardless of the number of Lots or Homes owned at all meetings of Owners. In the event that any Home is owned by more than one person, the vote shall be cast by the person named (the “Voting Owner”) in a “Voting Owner Certificate” signed by all Owners of such Home and filed with the Secretary of the Association. Such “Voting Owner Certificate” shall be valid until revoked by a subsequent Certificate. If such Certificate is not on file, the person first named on the deed by which title was obtained shall be the person considered the Voting Owner or Member, except that life tenants, not any remainderman, shall be Voting Owners. Voting Owner shall include the fiduciary if title to any Home or Lot is in the name of a fiduciary, or the authorized representative of a corporation, partnership, limited liability company or other legal entity holding title to a Lot or Home. A Certificate shall be filed with the Secretary naming the fiduciary or authorized representative as the Voting Owner of a Lot or Home that is not titled in the name of a natural Person or Persons. Voting rights of any Owner delinquent in the payment of his Assessments may not be suspended. Section 3.03. Right to Vote. At any meeting of Owners, every Voting Owner having the right to vote shall be entitled to vote in person, or by a person, who need not be an Owner, designated by him to act as proxy on his behalf. Section 3.04. Proxies. All proxies shall be in writing and shall be filed with the Secretary prior to the commencement of the meeting at which the same are to be used. Such proxies shall only be valid for such meeting or subsequent adjourned meetings thereof. A notation of such proxies shall be made in the minutes of the meeting. An Owner may authorize another Person to act as such Owner’s proxy by email authorization provided such email authorization sets forth sufficient information to determine that such authorization via 6 email was authorized and given by the Owner, and in such case the inspector(s) or such other Person(s) making the determination that such email proxy authorization is valid shall specify the nature of the information upon which they relied. Such proxies shall only be valid for such meeting or subsequent adjourned meetings thereof. A notation of such proxies shall be made in the minutes of the meeting. Section 3.05. Corporate, Partnership, Limited Liability Company and Fiduciary Owners. The vote of a corporate Owner may be cast by any Person authorized in writing by the board of directors of the corporate Owner to do so. It is presumed that the President and any Vice President of a corporation have been so authorized. The vote of a partnership Owner may be cast by any general partner thereof. The vote of a limited liability company Owner may be cast by any member or manager thereof. A fiduciary of an estate or trust, or guardian or custodian, shall be the Voting Owner with respect to any Lot owned in a fiduciary, guardianship or custodial capacity. In the case of any other type of entity the Voting Owner shall be the natural Person authorized by the entity to cast the vote or votes on behalf of the entity. Section 3.06. Voting Regulations. The Board of Directors may make such regulations, consistent with the terms of the Declaration, the Certificate of Incorporation, these By-Laws and the Not-for-Profit Corporation Law of the State of New York, as it deems advisable for any meeting of the Owners in regard to proof of membership in the Association, evidence of right to vote, the appointment and duties of inspectors of election, registration of Owners for voting purposes, the establishment of representative voting procedures and such other matters concerning the conduct of meetings and voting as it shall deem appropriate. ARTICLE IV MEETING OF OWNERS Section 4.01. Annual Meeting. No later than thirty (30) days after the Transfer of Control Date, as defined in the Declaration, the Sponsor shall notify all Owners that the first meeting of Owners shall be held within thirty (30) days thereafter. The annual meeting of Owners thereafter shall be held on or about the same date each succeeding year, at a time to be determined by the Board of Directors and at such place convenient to the Board of Directors and adequate in size to accommodate all Owners. If such date shall be a legal holiday, the meeting shall be held on the first day following such date which is not a legal holiday. Failure to hold an annual meeting at the designated time shall not terminate the Association’s existence or otherwise affect valid acts of the Association. At such meeting, the Owners shall elect the Board of Directors in accordance with the provisions of Section 5.03 hereof and may transact such other business as may properly come before them. Section 4.02. Special Meetings. 7 It shall be the duty of the President to call a special meeting of the Owners if so directed by resolution of the Board of Directors or upon a petition presented to the Secretary, signed by not less than twenty percent (20%) of the Authorized Votes. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice. Section 4.03. Notice of Meetings. It shall be the duty of the Secretary to send by first class mail, postage prepaid, facsimile transmission or email transmission, a notice of each annual or special meeting of the Owners at least ten (10), but not more than fifty (50) days, prior to such meeting, stating the purpose thereof, as well as the time and place where it is to be held, to each Owner of record, at such address as such Owner shall have designated by notice in writing to the Secretary if other than his Home, and to all Mortgagees of Homes who have requested the same. Notwithstanding the foregoing, if the purpose of any meeting shall be to act upon a proposed amendment to the Declaration or to these By-Laws, the notice of meeting shall be mailed at least thirty (30) days but not more than fifty (50) days prior to such meeting. The mailing of a notice of meeting shall be in the manner provided in this Section and shall be considered service of notice. Section 4.04. Waiver of Notice. Whenever, under any provisions of these By-Laws, the Declaration, any agreement or instrument, or law, the Association, the Board of Directors or any committee is authorized to take any action after notice to any person, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of such period of time, if at any time before or after such action is completed, the person entitled to such notice or entitled to participate in the action to be taken, or in the case of an Owner, by his duly authorized attorney- in-fact, submit a signed waiver of notice of such requirement. The attendance of an Owner at a meeting, in person, by mail or by proxy, without protesting at the commencement of the meeting the lack of notice of such meeting, shall also constitute a waiver of notice by such Owner. Section 4.05. Waiver and Consent. Wherever the vote of Owners at a meeting is required or permitted by any provision of the Declaration, these By-Laws or by law to be taken in connection with any action of the Association, the meeting and vote of the Owners may be dispensed with if all Owners who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken. Section 4.06. List of Owners. A list of Voting Owners and all Owners, as of a request date, certified by the corporate officer responsible for its preparation, shall be produced at any meeting of Owners upon the request thereat, or prior thereto, of any Owner. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of Owners to be produced as evidence of the right of the persons challenged to vote at such meeting. All persons who appear from such list to be Owners entitled to vote thereat, may vote at such meeting. Consistent with the Declaration, the Board of Directors shall maintain a list of all Lot/ Home 8 Owners together with the contact information for each Lot/ Home Owner, which shall include, name, address, telephone numbers, facsimile numbers, if applicable, and electronic mail address. The Lot/ Home Owner shall advise the Board of Directors in writing of any change in this contact information within thirty (30) days of such change. Section 4.07. Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of Owners having fifty-one percent (51%) of the total Authorized Votes of all Owners shall constitute a quorum at all meetings of the Owners. If, however, such quorum shall not be present or represented at any meeting of Owners, the Owners entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At any such adjourned meeting at which a quorum is declared, any business may be transacted which might have been transacted at the meeting originally called. Section 4.08. Majority Vote. Members of the Board of Directors elected at any meeting of the Owners shall, except as otherwise provided by law, or these By-Laws, be elected by a plurality of votes cast. All other actions shall be taken by vote of Owners by a majority of Authorized Votes cast at a meeting at which a quorum shall be present or represented by proxy, except where a higher percentage vote, or other vote, is required by the Declaration, these By-Laws or by law. The term “majority of Owners” shall mean those Voting Owners having fifty-one percent (51%) or more of the total Authorized Votes cast in person, by mail (absentee ballot) or by proxy and voting at any meeting of Owners determined in accordance with the provisions of Section 3.02 of these By-Laws. Section 4.09. Inspectors of Election. The Board of Directors, in advance of any meeting of Owners, may appoint two (2) or more persons, who need not be Owners, to act as inspectors of election at such meeting or any adjournment thereof. If inspectors of election are not so appointed prior to the meeting, the person presiding at such meeting may appoint two (2) or more inspectors of election. In case any person appointed fails to appear or act, the vacancy may be filled in advance of the meeting by the Board of Directors or at any meeting by the person presiding thereat. The inspectors of election shall: (i) determine the Owners entitled to vote at the meeting; (ii) determine the existence of a quorum and the validity and effect of proxies; (iii) receive ballots or determine votes or consents; (iv) hear and determine any challenges or questions arising in connection with any Owner’s right to vote; (v) count and tabulate all votes, absentee ballots or consents and determine the result thereof; and (vi) do such other acts as may be proper to conduct an election or vote with fairness to all Owners. Section 4.10. Order of Business at Meetings. The order of Business at all meetings of the Board of Directors or Owners shall follow Roberts Rules of Order and be as follows: 9 a. Roll Call b. Proof of Notice of Meeting c. Reading of Minutes of Preceding Meeting d. Reports of Officers e. Reports of Board of Directors f. Reports of Committees g. Election of Inspectors of Election (when so required) h. Election of Members of the Board of Directors (when so required) i. Unfinished Business j. New Business ARTICLE V BOARD OF DIRECTORS Section 5.01. Number and Qualifications of Directors. a. The business and affairs of the Association shall be managed by a three (3) member Board of Directors. The Board shall consist of three (3) persons designated by the Sponsor, until the first annual meeting of members which shall be held within thirty (30) days after the Transfer of Control Date (the “First Annual Meeting”). b. Successors to this Board of Directors shall be elected by Owners at the First Annual Meeting of Owners. One (1) of such elected Directors shall serve for a term of one (1) year, one of such elected Directors shall serve for a term of two (2) years, and the third elected Director shall serve for a term of three (3) years or until their successors are elected. Thereafter the term of office for subsequently elected Directors shall be two (2) years. c. After the Transfer of Control Date, the Sponsor shall have no further right to elect or appoint any persons to the Board of Directors. d. All Directors elected by the Owners shall be: (i) Owners; (ii) spouses of Owners; (iii) Mortgagees; (iv) members or employees of a partnership Owner or Mortgagee; (v) officers, directors, shareholders, employees or agents of a corporate Owner or Mortgagee; (vi) fiduciaries or officers, agents or employees of such fiduciaries. Section 5.02. Nominations. a. Nominations for election to the Board of Directors shall be made by the Nominating Committee. Nominations may also be made from the floor at the annual meeting of Owners, or by write-in. 10 b. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its sole discretion, determine, but not less than the number of vacancies that are to be filled by the votes of Owners as provided in Section 5.03 hereof. Section 5.03. Election and Term of Office. a. At the First Annual Meeting of Owners, as provided in Section 5.01 hereof, a new Board of Directors shall be elected. b. At each annual meeting thereafter, the Owners shall replace Directors whose terms have expired and elect such successor Directors for terms of two (2) years. Voting shall be by secret written ballot which shall: (i) set forth the number of vacancies to be filled; (ii) set forth the names of those nominated by the Nominating Committee to fill such vacancies; and (iii) contain space for nominations from the floor and write-ins for each vacancy. Section 5.04. Vacancies. Vacancies in the Board of Directors caused by any reason, other than the removal of a member thereof by a vote of the Owners, shall be filled by vote of a majority of the remaining Directors at a special meeting of the Board of Directors held for that purpose promptly after the occurrence of any such vacancy, even though the members present at such meeting may constitute less than a quorum. Each person so elected shall be a member of the Board of Directors until the next annual meeting of the Owners or until a successor is elected. Notwithstanding the foregoing, if the vacancy occurs with respect to any Director not designated by the Sponsor, the successor shall be an Owner independent of the Sponsor and further, if the vacancy occurs with respect to any member of the Board of Directors designated by the Sponsor, the Sponsor shall have the sole right to choose the successor to fill the unexpired portion of the term of such Director. Section 5.05. Resignation. A member of the Board of Directors may resign at any time by giving written notice to the Board, or to the President or Secretary of the Association. Unless otherwise specified in the letter of resignation, the resignation shall take effect immediately upon receipt thereof by the Board, President or Secretary, as the case may be, and acceptance of the resignation shall not be necessary to make it effective. Section 5.06. Removal. At any regular or special meeting of Owners, any one (1) or more of the members of the Board elected by the Owners may be removed with or without cause by a majority of the Owners other than the Sponsor and a successor may then and there or thereafter be elected by the Owners to fill the vacancy thus created. Any member of the Board of Directors whose removal has been proposed by the Owners shall be given an opportunity to be heard at the meeting. Members of the Board of Directors elected or appointed by the Sponsor may be removed with or without cause only by the Sponsor, and then and there, or thereafter, be replaced by the Sponsor. 11 Section 5.07. Compensation. Directors shall not receive any compensation or salary for their services as Directors. However, any Director may be reimbursed for his actual reasonable expenses incurred in the performance of his duties providing prior approval has been granted by resolution of the Board of Directors. A Director who serves the Association in any other capacity, however, may receive compensation therefor, if otherwise entitled to compensation, providing prior approval has been granted by resolution of the Board of Directors. Section 5.08. Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at such places and at such times convenient to the Directors, as may be designated from time to time, by resolution of the Board of Directors. Should such meeting date fall on a legal holiday, that meeting shall be held at the same time on the next day which is not a legal holiday. Notice of regular meetings shall be given to each Director personally, by mail or by facsimile or email transmission, at least five (5) days prior to the date set for such meeting. Any owner wishing to address the Board at any such meeting shall notify the Secretary at least five (5) days in advance of the meeting, and indicate the subject to be addressed. Section 5.09. Special Meetings. Special meetings of the Board of Directors may be called at any time at the request of the President or any two (2) Directors upon not less than five (5) days notice to each Director either personally, by mail or by facsimile or email transmission, which notice shall specify the time, place and purpose of the meeting. The person or persons authorized to call such special meeting of the Board may fix any time and place convenient to the Directors as the time and place for holding such meeting. Section 5.10. Waiver of Notice. Any member of the Board of Directors may, at any time, waive notice of any meting of the Board of Directors, in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance of a member of the Board of Directors at any special meeting of the Board, without protesting at the commencement of the meeting the lack of notice, shall constitute a waiver of notice by him of the time and place thereof. If all members of the Board of Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 5.11. Quorum and Voting. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is provided otherwise by statue, by the Certificate of Incorporation, the Declaration or these By-Laws, a vote of a majority of such quorum at a duly constituted meeting shall be sufficient to pass any measure. In the absence of a quorum, the Directors present may adjourn the meeting from time to time by a majority vote and without further notice, until a quorum shall attend. At any such 12 adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. Section 5.12. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting, provided a written consent to such action is signed by all members of the Board of Directors or all members of such committee, as the case may be, provided, further, such written consent is filed with the minutes of proceedings of the Board or committee. Section 5.13. Powers and Duties. The Board of Directors may exercise all the powers of the Association, except such as are conferred upon or reserved to the Owners by statue, the Certificate of Incorporation, the Declaration or these By-Laws. The powers, duties and authority of the Board of Directors shall specifically include, but shall not necessarily be limited to, the following: a. to establish and maintain such bank accounts as may be required for the operation of the Association; b. to determine, levy and collect Assessments, and expend such Assessments for the maintenance, repair, replacement and preservation of the Homeowners’ Association Property and for administering the affairs of the Association; c. to procure and maintain adequate liability insurance covering the Association, its directors, officers, agents and employees; to procure and maintain adequate hazard insurance on such of the Association’s real and personal properties as it deems appropriate, as may be provided in Article IX of the Declaration; d. to employ and terminate the employment of employees, independent contractors and professionals, to purchase supplies and equipment, enter into contracts and generally have the powers of manager in connection with the matters herein set forth. Any contracts entered into shall be terminable by the Board upon not more than ninety (90) days notice without penalty; e. to adopt and publish rules and regulations governing the uses of the Lots and Homes, the Association Property and facilities, and the personal conduct of the Owners, lessees and their guests thereon, and establish penalties for infractions thereof; f. to collect delinquent Assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from owners for violations of the provisions of the Declaration, these By-Laws or any Rules and Regulations of the Association; g. to file such federal, state or other tax returns on behalf of the Association as may be required and to pay any and all taxes owing by the Association; 13 h. to declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meetings of the Board of Directors; i. to keep a complete record of the actions of the Board of Directors and the corporate affairs of the Association and to present a statement thereof to the Owners at the annual meeting of Owners; j. to issue, or cause to be issued, upon demand by any person, an “Assessment Certificate”, as provided in the Declaration, setting forth the status of payment of Assessments on any Home, and an “Architectural Compliance Certificate” setting forth compliance with architectural standards of the Home, as provided in the Declaration; k. to receive, by way of deed or gift, and hold any property of a real or personal nature; l. to purchase, or otherwise acquire, any real property upon the affirmative vote of not less than sixty seven percent (67%) of the Authorized Votes cast at any regular or special meeting thereof; m. to sell, lease or mortgage any real property belonging to the Association upon the affirmative vote of not less than sixty seven percent (67%) of the Authorized Votes cast at any regular or special meeting thereof; n. to exercise for the Association all rights powers, duties and authority vested or delegated to the Association and not reserved to the Owners by other provisions of these By-Laws, the Certificate of Incorporation or the Declaration; and o. to establish such committees as the Board of Directors deems necessary, or are required by the Declaration or these By-Laws, for the operation of the Association and the enhancement of the Property. Notwithstanding anything to the contrary contained in these By-Laws, until the Sponsor has sold its final Lot in the Community, the Board of Directors may not, without the Sponsor’s written consent: (i) levy any Assessment for the creation of, addition to or replacement of all or part of a reserve, contingency or surplus fund in excess of an amount equal to the amount of the reserve set forth in the initial budget, except as may be necessary for any improvement not in existence or owned by the Association at the time of the establishment of the initial budget; or (ii) hire any employee in addition to the employees, if any, provided for in the initial budget of the Association, except as may be necessary to maintain the quantity or quality of service or maintenance of the Property; or (iii) enter into any maintenance contract for work not provided for in the initial budget of the Association, except for the maintenance of any improvement not in existence or not owned by the Association at the time of recording the Declaration; or (iv) borrow money on behalf of the Association; or (v) reduce the quantity or quality of service or 14 maintenance of the Property. Section 5.14. Managing Agent and Manager. The Board of Directors may employ for the Association a Managing Agent and/or a manager at a compensation established by the Board of Directors to perform such duties and services as the board of Directors shall authorize. Any contract entered into with a Managing Agent shall provide that: (i) the Managing Agent shall carry his own liability insurance in such amounts as the Board shall deem adequate and which shall include the Association as Obligee; (ii) that the Managing Agent shall provide fidelity bonding for himself and his employees in the same amount as required of the Board of Directors, which shall include the Association as Obligee; and (iii) provide that such contract may be terminated by the Association without penalty upon not less than sixty (60) days written notice, if without cause, after the initial term of the Agreement, and if with cause, upon not more than thirty (30) days notice. No such management agreement shall be for a term of more than two (2) years and no such management agreement shall be renewable without the consent of both parties. Section 5.15. Indemnification of Officers and Directors. Every Director and Officer of the Association shall be, and is hereby, indemnified by the Association against all expenses and liabilities, including fees of counsel, reasonably incurred by, or imposed upon, such Director or Officer in connection with any proceeding to which such Director or Officer may be a party, or in which such Director or Officer may become involved by reason of being or having been a Director or Officer at the time such expenses are incurred, except in such cases wherein the Director or Officer is guilty of willful misfeasance or malfeasance in the performance of duties, provided that in the event of a settlement, the indemnification herein shall apply only when the Board approves such settlement as being in the best interests of the Association. The foregoing right of indemnification shall be in addition to, and shall not be exclusive of, any rights to which each such Director or Officer may otherwise be entitled. The Association shall indemnify and hold harmless each of the members of the Board of Directors against all contractual liability to others arising out of contracts made by the Board of Directors on behalf of the Association unless such contract shall have been made in bad faith or contrary to the provisions of law, or the Declaration, or these By-Laws. It is intended that the Board of Directors shall have no liability with respect to any contracts made by it on behalf of the Association. ARTICLE VI OFFICERS Section 6.01. Officers. The Officers of the Association shall be the President (who shall be a member of the Board of Directors), one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors), the Secretary and the Treasurer and such other Officers as the Board may 15 determine pursuant to §6.09. Two (2) or more offices may not be held by the same person, except on a temporary, emergency basis. Section 6.02. Election. The election of Officers shall take place annually at the first meeting of the Board of Directors following each annual meeting of the Owners. Section 6.03. Term and Vacancies. The Officers of the Association shall be elected annually by the Board of Directors and each shall hold office until his successor shall have been duly elected, unless he shall sooner resign, or shall be removed or otherwise be disqualified to serve. The vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Section 6.04. Resignation and Removal. Any Officer may be removed by the Board of Directors, with or without cause, whenever, in the judgment of the Board, the best interests of the Association will be served thereby. Any Officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6.05. President. The President shall be the chief executive officer, shall supervise the work of the other officers, shall preside at all meetings of Owners, and if there is no Chairman of the Board, shall preside at all meetings of Directors, and shall perform such other duties and functions as are usually vested in the office of the President of a not-for-profit corporation. The President may not also serve simultaneously as Secretary or Treasurer. Section 6.06. Vice President. The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. The Vice President shall also perform such other duties as shall, from time to time, be assigned to him by the Board or the President. Section 6.07. Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these By- Laws, shall record the votes and keep the minutes of all meetings, shall have charge of the seal, if any, and corporate books and records of the Association, and the book of Mortgagees of Homes within the Association, and shall perform such other duties as are incident to the office of Secretary of a not-for-profit corporation, and as may be required of him by the Board or the 16 President. Section 6.08. Treasurer. The Treasurer shall have the custody of all monies and securities belonging to the Association and shall be responsible for keeping full and accurate records and books of account, showing all receipts and disbursements, necessary for preparation of required financial reports. He shall account to the President and the Board, whenever they may require it, with respect to all of his transactions as Treasurer and of the financial condition of the Association, and shall in general perform all other duties incident to the office of Treasurer of a not-for-profit corporation. Section 6.09. Other Officers. The Board of Directors may elect such other officers as it shall deem desirable. Such officers shall have the authority and shall perform such duties prescribed from time to time by the Board of Directors. Section 6.10. Agreements, Contracts, Deeds, Checks and Other Instruments. All agreements, contracts, deeds, leases, checks and other instruments of the Association shall be executed by any two (2) officers of the Association, or, except as otherwise provided in Section 8.01 hereof, by such other person or persons as may be designated by the Board of Directors. Section 6.11. Compensation of Officers. No officer shall receive any compensation from the Association for acting in his capacity as an officer. However, any officer may be reimbursed for his actual reasonable expenses incurred in the performance of his duties as an officer providing prior approval has been granted by resolution of the Board. An officer who serves the Association in any other capacity, however, may receive compensation therefor if otherwise entitled to compensation, providing prior approval has been granted by resolution of the Board of Directors. ARTICLE VII COMMITTEES Section 7.01. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the affairs of the Association provided, however, that no such committee shall have the authority of the Board of Directors to approve an Amendment to the Certificate of Incorporation of the Association, the Declaration or to these By-Laws or to plan a merger or consolidation or establish Assessments. 17 Section 7.02. Committees of Owners. The committees of the Association shall be the Nominating Committee and such other committees as the Board of Directors shall deem desirable. Each committee shall consist of a Chairman and two or more Owners. Section 7.03. Rules. Each committee may adopt rules for its own government not inconsistent with the terms of the resolution of the Board of Directors designating the committee, or with rules adopted by the Board of Directors. ARTICLE VIII FINANCE Section 8.01. Checks. All checks, drafts and orders for payment of money, notes and other evidences of indebtedness, issued in the name of the Association shall be signed by two (2) Officers of the Association, except that the Board may authorize payments to be made to payees via the Association’s online electronic checking account in accordance with the account regulations and terms and conditions promulgated by the Association’s financial institution. Section 8.02. Fiscal Year. The fiscal year of the Association shall be January 1st to December 31st, or such other fiscal year the Board of Directors may adopt. Section 8.03. Annual Report. An annual report of the receipts and expenditures of the Association, prepared by an independent public accountant, shall be rendered by the Board of Directors to all Owners, and to all Mortgagees of Homes who have requested the same, within four (4) months from the end of each fiscal year. In the event that any substantial irregularities or any defalcation shall be uncovered by such accountant in the course of any such review, such matters shall be promptly reported to each member of the Board of Directors, and to the Owners by such accountant. In addition, when called for by a vote of the Owners at any special meeting of the Owners, the Board of Directors shall furnish to the Owners a full and clear statement of the business conditions and affairs of the Association, including a balance sheet and a profit and loss statement regarding any taxable income attributable to the Owners. The cost of the annual report and other services required by this Section 8.03 shall be included by the Board of Directors in the annual Assessment. 18 ARTICLE IX BOOKS, RECORDS AND LEGAL DOCUMENTS Section 9.01. Books and Records. The Declaration, these By-Laws, Certificate of Incorporation and other books and records and papers of the Association, or copies, shall, during reasonable business hours, upon reasonable notice, be subject to inspection by any Owner or agent of an Owner or Mortgagee, at the principal office of the Association. The Board of Directors may furnish copies of such documents to such parties and may charge reasonable fees to cover the cost of furnishing such copies. Section 9.02. Separate Account for Capital Reserve Funds. Any funds of the Association collected or designated as reserves for the replacement of capital items shall be segregated from all other funds of the Association in one (1) or more separate accounts. This shall not preclude the Association from segregating other portions of its funds in separate accounts for a specific purpose (e.g., reserves for non-capital items) or otherwise. ARTICLE X CORPORATE SEAL OPTION Section 10.01. Corporate Seal Optional. The Association, if the Board of Directors so chooses, shall have a corporate seal. ARTICLE XI AMENDMENTS Section 11.01. Amendments. These By-Laws may be amended or supplemented at any duly called meeting of Owners in the same manner, including notice and voting, as the Declaration may be amended or supplemented. Until Transfer of Control Date, the prior written consent of the Sponsor shall be required for any amendment to become effective. ARTICLE XII MISCELLANEOUS Section 12.01. Notices. Except as otherwise provided herein, all notices hereunder shall be in writing and sent by 19 mail by depositing same in a post office or letter box in a postpaid sealed wrapper, addressed, if to go to the Board of Directors, at the office thereof, and if to go to an Owner, individual member of the Board or Mortgagee, to the address of such Owner or Mortgagee as appears on the books of the Association pursuant to Section 4.06 of these By-Laws. All notices shall be deemed to have been given when mailed, except notices of change of address, which shall be deemed to have been given when received. Whenever any notice is required to be given under the provisions of the Declaration or these By-Laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed the equivalent of such notice. Section 12.02. No Waiver for Failure to Enforce. No restriction, condition, obligation or provision contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce’ the same, irrespective of the number of violations or breaches thereof which may occur. Section 12.03. Gender. The use of the masculine gender in these By-Laws shall be deemed to include the masculine, feminine or neuter and the use of the singular shall be deemed to include the plural, whenever the context so requires. Section 12.04. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these By-Laws, or the intent of any provision thereof. Section 12.05. Severability. Should any part of these By-Laws be deemed void or become unenforceable at law or in equity, the validity, enforceability or effect of the balance of these By-Laws shall not be impaired or affected in any manner. Section 12.06. Conflict with Certificate of Incorporation or the Declaration. In the case of any conflict between the Certificate of Incorporation and these By-Laws, the Certificate of Incorporation shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. THE FOREGOING have been adopted as the By-Laws of Bemis Point Homeowners’ Association, Inc., a corporation organized pursuant to the New York State Not-for-Profit Corporation Law, at the first meeting of the Board of Directors. 20 BEMIS POINT HOMEOWNERS’ ASSOCIATION, INC. By: __________________________________ _____________________ Sponsor/ President Dated: ____________________, 2026 HOA/9049\9049 Bemis Point By-Laws - Working Draft