Bylaws

BPA Bylaws

Article I — General Provisions

1.
Name, History and Origin:
The Bradley Pond Association (BPA) is defined as an Association of Lot Owners as described in paragraph eight of the Declaration of Restrictions Affecting Bradley Pond Subdivision in the Town of Lovell, dated January 27, 1988 (Declaration). The records of the Secretary of State of the State of Maine indicate that the BPA has never been registered as a non­profit Mutual Benefit Corporation in the State of Maine.

  1. Organization:
    The BPA is an informal organization but will become registered as a Mutual Benefit Corporation with the Secretary of State of the State of Maine after these bylaws are adopted.
  2. Offices:
    The BPA will not have a permanent office. The office will be the place of business or home of the President at the time.
  3. Fiscal Year:
    The fiscal year of the BPA will begin on July 1 of each year.
  4. The Declaration:
    The Declaration is recorded in the Oxford West District Registry in Book 293, Page 979 and contains information as to membership, assessments, responsibilities and enforcement. The Declaration is deemed a part of this set of By Laws and is attached by reference. Should any conflict exist between these By Laws and the Declaration, the Declaration shall supersede the By Laws.

Article II — Purpose

The purpose of the BPA is to carry out those functions normally assigned to an association of homeowners to protect their interests in general, to provide a means by which the joint business of the homeowners may be managed and particularly to manage the plowing and maintenance of the private roads which serve the subdivision. An additional important purpose of the BPA is to protect the water quality of Bradley Pond. The BPA also serves to provide a means to highlight an awareness of the provisions of the Declaration and the conditions imposed by the Planning Board of the Town of Lovell (recorded Sept. 10, 1987, Book 290, Page 334), and to assist in the enforcement of those conditions and provisions.

Article III — Members and Meetings

  1. Membership and Voting:
    Each lot owner or owners shall be a member. There will be one member and one vote allowed for each lot.. If a lot is owned by more than one person, those owners are collectively a member and those owners will determine which owner will cast the vote for that lot. If a member owns more than one lot, the member is entitled to one vote for each lot. Voting by proxy is not permitted. In order to be eligible to vote, a member’s assessments must be no more than 90 days in arrears.
  2. Annual Meeting:
    The BPA shall have a regular annual meeting in Lovell at 11:00 am on the third Saturday in August. A quorum of six members representing at least six lots is required to transact business.
  3. Special Meetings:
    Special meetings may be called by the President and Vice President jointly, or by any three members. Appropriations of more than $2000 are prohibited at a special meeting unless 75% of the membership is present and voting. This limit is to be increased 3% per year, beginning with 2006.
  4. Notice:
    Advance notice of meetings stating place, date and time, including an agenda, must be made within a reasonable time (at least fifteen days, but no more than fifty days). Notice shall be by email with a requirement for acknowledgment by email or the securing of an email return receipt, or by regular mail. If notice is by email, acknowledgment and/or email return receipt must be secured from members representing at least of 66% of the lots (i.e. Eleven lots).
  5. Location of Special Meeting:
    A special meeting may be held by conference call and voting during such a meeting shall be be recorded by the Secretary. The only other location for a meeting shall be Lovell.
  6. Voting by email:
    The President may request a vote on an issue which needs attention but does not require a meeting. In such an event, notice should be given as above (4). A quorum for such a vote is six members. Voting by email may not obligate the BPA to an expenditure of more than $2000, escalated 3% per year from 2006.
  7. Minutes:
    The Secretary shall make an accurate record of each meeting including a complete record of all votes.
  8. Action by Consent:
    Any action by the members may be taken without a meeting if a written consent thereto is signed by all members representing all sixteen lots, as attested to by the President. Signing by email is considered effective for these purposes.
  9. Election of Officers:
    Officers are elected annually at the annual meeting by a majority of the members present, each casting one vote per lot owned, unless these bylaws are adopted by email, in which case the first slate of officers may be elected by email at the time the bylaws are adopted 10.Informal Action by Directors: Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. For the purposes of this section, consent may be established by an email from a director or by facsimile transmission of a signed approval setting forth the action so taken.

Article IV — Officers and Directors

1 General:
President, Vice President and Road Commissioner shall be elected as the first piece of business at the annual meeting providing any term is expiring. The three officers shall also be Directors of the BPA and shall constitute the Board of Directors.

2.Term:
The terms for the offices of President, Vice President and Road Commissioner are two years. The Vice President succeeds the President each second year.

  1. President:
    The president shall preside at all meetings, exercising general charge and supervision of the BPA. His duties shall include the execution of contracts authorized by the members. The President is authorized to spend up to $2000 in a fiscal year without specific appropriation at a meeting. The President also performs the duties of and is the Secretary.
  2. Vice President:
    The Vice President serves in the absence or the disability of the President and enjoys the same powers and limitations as the President. The Vice President also performs the duties of and is the Treasurer.
  3. Secretary:
    The Secretary is responsible for keeping a record of all business transacted at all meetings and making that record available to the members. In the absence of the Secretary, the officer presiding at a meeting shall appoint a temporary Secretary to perform the necessary duties at that meeting.
  4. Treasurer:
    The Treasurer shall receive all monies coming to the BPA, maintain a checking account, make disbursements approved by the membership, maintain appropriate records, annually send an assessment invoice to the members, file appropriate reports and perform other duties normally incidental to the office of Treasurer. Among the reports to be filed shall be an annual report to the membership at the Annual Meeting showing a ten year historical record of all assessments due and assessments paid, contracts currently in place, payments made for fees, taxes. services, materials and all other items in the past fiscal year, amounts currently due to vendors and contractors, cash balances, investment records and related financial information. In addition, the Treasurer shall verify that the BPA currently meets the requirements of the State of Maine to carry out business as the BPA and shall file annual registrations and reports as required by the State of Maine. The Treasurer shall file any required income tax forms with the State of Maine and the Internal Revenue Service.
  5. Road Commissioner:
    The Road Commissioner will act as the liaison between the BPA and entities that may perform or be hired to perform work on the maintenance of and/or the improvement of Bradley Pond Road as approved by the membership. The Road Commissioner will act at the direction of the President and Vice President of BPA. When possible, the Road Commissioner will survey Bradley Pond Road for issues that may impair or prohibit safe passage along the road and report any findings to the BPA. There is no expectation that the Road Commissioner perform as part of his official duties any actual work in the maintenance of Bradley Pond Road.
  6. Vacancies:
    Should an office become vacant ,a majority of the officers may appoint a replacement officer, whose term shall expire co-terminus with that of the officer being replaced,.
  7. Payment:
    No officer shall receive compensation for services rendered in performing duties as an officer.
  8. Removal of Officer:
    An officer may removed from office by a vote of 75% of the membership voting at a meeting of the BPA for conduct detrimental to the interests of the BPA. Notice of the intended action of removal shall be mailed or emailed to the officer at least 30 days prior to the meeting at which the vote is to be taken.
  9. Check Writing:
    The President or Treasurer will be authorized to sign checks up to the amount of $1000. Checks greater than $1000 will require the signature of both President and Treasurer.

Article V — Dues and Assessments

  1. Dues:
    There shall be no dues.
  2. Assessments:
    The total assessment for the following year shall be determined by majority vote at the annual meeting and will be based on a detailed budget describing the work to be accomplished plus any assessment for reserves
  3. Allocation of Assessments:
    The assessment is allocated based on assessment units. Developed lots are counted as two units. Undeveloped lots count as one unit. The total number of units is determined as of the beginning of the fiscal year and that number is divided into the total assessment for that year in order to determine the assessment per unit. A developed lot is one which has a structure on it (per the Declaration) and which has received an occupancy permit or one on which there has been active construction activity (continuously or intermittently) during the past twenty four months prior to the annual meeting at which the determination is being made and contains a substantially complete structure.
  4. Assessment in Lieu of Vote:
    If no assessment has been voted at a meeting of the BPA prior to November 1 of any year, the assessment effective for the most recent year shall become effective for the next year. This condition is imposed to recognize the need to plow the road for winter use.

Article VI — Investments

The funds of the BPA shall be invested in a savings, checking, or money market account in the name of the BPA at a bank located in Maine or a recognized major financial institution authorized to do business in Maine Until such time that an account can be established in the name of the BPA, the account will be in the name of the Treasurer.

Article VII — Revision of By Laws

The By Laws may be altered, amended or repealed by a majority vote of the members voting at an annual meeting, provided that the proposed action is included in the advance notice of such meeting.

Article VIII — Effective Date

These By Laws become effective upon their adoption by a vote of two thirds of the members attending an annual or special meeting, or by a vote by email with votes representing at least 75% of the lots eligible to vote

Article IX — Miscellaneous

  1. Execution of Instruments:
    All contracts, deeds, leases,bonds, notes, checks and other instruments authorized to be executed by an officer of the BPA in its behalf shall be signed by the President or the Treasurer.
  2. Parliamentary Authority:
    In all matter not covered by these By Laws, the parliamentary authority shall be the most recent edition of Roberts Rules of Order.

Article XI —Indemnification and Insurance

This section is intentionally left blank.

Record of Issue of This Bylaw
Original Issue August 23, 2005
Revision One dated Jan 13, 2009: Revised according to vote of membership of August 18, 2008.
Revision One redefines officers and terms, adds Road Commissioner