Redfield Estates Association By-Laws
as amended May 17, 1983, November 20, 1983 and November 5th, 2008
(Important note: For legal reference please be sure to refer to the REA Bylaws as recorded 8/20/2009 at the Rockingham County Registry of Deeds, Book 5044, Page 0717)
Section 1. "Association" shall mean and refer to the Redfield Estates Association, a non-profit corporation organized and existing under the laws of the State of New Hampshire.
Section 2. "The Properties" shall mean and refer to those described in the Articles of Association and such additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation as provided in the Declaration of Covenants.
Section 3. "Common Properties" shall mean and refer to Lot 99, Lot 100, and Lot 101 of Plan No. D9867 in the Rockingham County Registry of Deeds, together with the accesses and rights of way as shown on said plan, and all improvements and personal property incident thereto, and shall also mean and refer to such additional areas of land as may be later declared Common Properties subject to said Declaration of Covenants.
Section 4. "Developer" shall mean and refer to 101 Realty, Inc., or a purchaser or assignee of 101 Realty, Inc. who acquires all or a portion of The Properties for development purposes, or a mortgagee of 101 Realty, Inc., or said purchaser or assignee, who acquires title to any portion of The Properties by foreclosure.
The Principal office of the Association shall be located in Derry, New Hampshire.
Section 1. Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.
Section 2. The rights of membership are subject to the obligation to make payment of initial, annual and special assessments levied by the Association, the obligation of which assessments is imposed against each owner of and becomes a charge upon the property against which such assessments are made as provided in Article V of the Declaration of Covenants to which the properties are subject and which is recorded in Book 2395, Page 1725 of the Rockingham County Registry of Deeds.
Section 1. Each member shall be entitled to the use and enjoyment of the Common Properties and facilities as provided by deed or dedication and Article IV, Declaration of Covenants applicable to the properties.
Section 2. Any member may delegate his rights of enjoyment in the Common Properties and facilities to the members of his family who reside upon The Properties, or to any of his tenants or guests. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member to such person.
Section 1. The affairs of the corporation shall be managed by a Board of not less than three (3) nor more than nine (9) Directors who must be members of the Association, only one Director is allowed per lot. The initial Board of Directors shall be elected at the organization meeting.
Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors whether or not a quorum, any such appointed Director to hold office until his successor is elected by the Members, who may make such election at the next annual meeting or at any special meeting duly called for that purpose.
Section 1. Election to the Board of Directors shall be by majority vote of the Members at the annual meeting. At such election, the members or their proxies may cast, with respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the recorded covenants applicable to The Properties. The names receiving the largest number of votes shall be elected.
Section 2. Nomination of members for election to the Board of Directors shall be made by any Member of the Association at the annual meeting, and may also be made by any Member in writing if submitted to the Board of Directors not less than twenty-five (25) days before the annual meeting.
Section 1. Meetings of the Board of Directors shall be called by the President and written notice shall be sent to all Directors not less than three (3) days prior to the meeting date.
Section 2. Special meetings of the Board of Directors shall be held when called by any officers of the Association or any two (2) Directors, after not less than three (3) days notice to each Director.
Section 3. The transaction of any business at any meeting of the Board of Directors, however called or noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding of such meeting, or on approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of the meeting.
Section 4. A majority of the Board of Directors shall constitute a quorum thereof. A majority of a quorum shall be effective to transact business.
Section 1. The officers shall be a President, a Vice President, a Treasurer and a Secretary. All the officers shall be members of the Board of Directors except the Secretary, who may be a member of the Board of Directors.
Section 2. The officers shall be chosen by a majority vote of the Directors.
Section 3. All officers shall hold office during the pleasure of the Board of Directors.
Section 4. The President shall preside at all meetings of the Board of Directors, shall see that the orders and resolutions of the Board of Directors are carried out, and shall sign all checks, notes, leases, mortgages, deeds and all other written instruments, provided that such checks and notes shall also be signed by the treasurer.
Section 5. The Vice President shall perform all duties of the President in his absence.
Section 6. The Secretary shall be ex-officio secretary of the Board of Directors, shall keep record of the votes and the minutes of all proceedings in a book to be kept for the purpose. He shall sign all certificates of membership and shall keep the records of the Association. He shall keep record in a book for that purpose the names of all members of the Association together with their addresses as registered by such members.
Section 7. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided, however, that a resolution by The Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits or a budget adopted by the Board. The Treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the President or Vice President.
Section 8. The Treasurer shall keep proper books of account. The Board of Directors may cause an annual audit to be made of the books of the Association. The Treasurer shall prepare an annual budget and balance sheet statement which shall be presented to the membership at its regular annual meeting.
Section 9. Any disbursement of funds over the amount of $1,000.00 per year by the Treasurer other than for the improvement and/or maintenance of the services and facilities of the community wells and water system shall require a written vote of a majority of the Class A members as defined in Article III of the Declaration of Covenants for Redfield Estates.
The Board of Directors shall appoint as many standing committees as it deems necessary. Unless otherwise provided herein, each committee shall consist of a Chairman and two (2) or more members and shall include a member of the Board of Directors for Board contact. The committee shall be appointed prior to the annual meeting to serve until the next annual meeting.
Section 1. The regular annual meeting of the members shall be held on the second Wednesday of November of each year at 7:30 P.M. or at such other day in November as the Board of Directors shall determine.
Section 2. Special meetings of the members may be called at any time by any of the Officers individually, or two or more members of the Board of Directors, or upon written request of the members who have a right to vote one-forth (1/4) of the votes of Class A Membership.
Section 3. Notice of any meetings shall be given to the members by the Secretary. Notice may be given to the members either personally or by sending a copy of the notice through the mail at the address appearing on the books of the Association. Notice of any meeting shall be mailed at least six (6) days in advance of the meeting and shall set forth in general the nature of the business to be transacted, excepting when the meeting is for an election, in which case Article VI shall govern.
Section 4. The presence at the meeting of members entitled to cast, or of proxies entitled to cast one-fifth (1/5) of the votes of each class of membership shall constitute a quorum for any action governed by these By-Laws. Any action governed by the Articles of Association of the Declaration of Covenants shall require a quorum as therein provided.
Section 1. At all corporate meetings of members, each member may vote in person or by proxy.
Section 2. All proxies shall be in writing and filed with the Secretary. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by the member of his interest in The Properties.
Section 3. The books, records and papers of the Association shall, with five (5) days prior notice, at a place and time agreed to by the Directors and the Member(s), be subject to the inspection of any Members.
Section 4. The Association shall have a seal in circular form having within its circumference the name of the Association and year incorporated.
Section 1. These By-Laws may be amended provided the amendment is mailed to all members of record at least ninety (90) days in advance at a regular or special meeting of the members, by a vote of a majority of a quorum of each class of members present in person or by proxy, provided that those provisions of these By-Laws be amended except as provided in the Articles of Association or by applicable law; and further provided that any matter stated herein to be or which is in fact governed by the Declaration of Covenants may not be amended except as provided in such Declaration.
Section 2. In the case of any conflict between the Articles of Association and these By-Laws, the Articles of Association shall control; and in the case of conflict between the Declaration of Covenants referred to in Section 1. and these By-Laws the Declaration of Covenants shall control.
Section 3. Notwithstanding the above, no amendments shall be made in these By-Laws in the first year of the Association's existence except by a two-thirds (2/3) majority of all eligible votes and the prior approval of the Department of Housing and Urban Development.
In the event the members of the Association or its Board of Directors fail to hold meetings hereunder for a period of two (2) consecutive years, the Board of Selectmen of the Town of Derry shall have full power to appoint the Directors of this Association, who shall have the same powers as Directors elected by members of the Association. Such Directors appointed by said Selectmen shall continue to act until a meeting called in accordance with Article X herein by not less than two-thirds (2/3) of said members being present and voting throughout, elect successors to said Directors appointed by said Selectmen, at which time said successors shall take office with the Directors appointed by the Selectmen then and there ceasing to function thereunder.
IN WITNESS WHEREOF, We, being all the Directors of the Redfield Estates Association, have hereunto set our hands this 17th day of November, 2008.
_Gregg Boiko ______________________