Bylaws – DockLine

An Easy-to-Read Breakdown with Full Legal Text

Amended & Restated Bylaws

This page provides an automated breakdown of the governing documents for The Coves at Wilton Creek Owners Association. Each section begins with a plain-English summary that explains the purpose and key points, followed by the literal text from the official, recorded documents. The summaries are meant to help residents quickly understand their rights and responsibilities, while the verbatim text ensures the original legal language is always available.

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ARTICLE I – Name, Principal Office, Definitions

This article establishes the official name of the Association, identifies its principal office, and confirms that key definitions are the same as those used in the Declaration.

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Section 1. Name.
The name of the Association is The Coves at Wilton Creek Owners Association, hereinafter referred to as the "Association."

Section 2. Principal Office.
The principal office of the Association shall be located at such place as the Board of Directors may, from time to time, designate.

Section 3. Definitions.
The words used in these Bylaws shall be given their normal, commonly understood definitions. Capitalized terms shall have the same meaning as set forth in the Amended and Restated Declaration of Covenants, Conditions and Restrictions of The Coves at Wilton Creek Owners Association, as amended from time to time, unless the context shall prohibit.

ARTICLE II – Membership

This article explains who is a member of the Association, how membership is tied to property ownership, and the rights and obligations that come with it. Membership cannot be separated from owning a Lot or Unit.

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Section 1. Membership.
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot or Unit which is subject to the Declaration of Covenants, Conditions and Restrictions of The Coves at Wilton Creek Owners Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest in any Lot or Unit merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot or Unit which is subject to said Declaration. Ownership of such Lot or Unit shall be the sole qualification for membership.

Section 2. Suspension of Membership.
During any period in which a Member shall be in default in the payment of any assessment levied by the Association, the voting rights and right to use of the recreational facilities of such Member may be suspended by the Board of Directors until such assessment has been paid. In the event of violation by a Member of any rules or regulations established by the Board of Directors, such Member’s membership may be suspended for a period not to exceed sixty (60) days by the Board of Directors after notice and hearing.

Section 3. Voting Rights.
Each Member shall be entitled to one (1) vote for each Lot or Unit in which they hold the interest required for membership by Section 1 of this Article. When more than one person holds such interest in any Lot or Unit, all such persons shall be Members. The vote for such Lot or Unit shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot or Unit.

ARTICLE III – Meetings of Members

This article sets the rules for annual and special meetings of the Association’s members. It explains notice requirements, quorum rules, how votes are cast, and how meetings are conducted.

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Section 1. Annual Meetings.
The first annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held during the month of May of each year thereafter at such date and hour as may be set by the Board of Directors.

Section 2. Special Meetings.
Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (¼) of all of the votes of the Class A membership.

Section 3. Notice of Meetings.
Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum.
The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.

Section 5. Proxies.
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot or Unit.

Section 6. Conduct of Meetings.
Meetings of members shall be presided over by the President of the Association, or if the President is not present, by the Vice-President, or if neither is present, by a chair to be chosen by the majority of the members entitled to vote who are present in person or by proxy. The Secretary of the Association shall act as secretary of all meetings of members, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.

ARTICLE IV – Board of Directors: Selection and Term of Office

This article lays out how the Board of Directors is structured, elected, and replaced. It defines their powers, duties, terms of service, and what happens if vacancies occur. It also explains quorum requirements and how compensation works.

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Section 1. Number.
The affairs of this Association shall be managed by a Board of not less than three (3) nor more than seven (7) directors, who need not be members of the Association. The exact number of directors shall be fixed, and may be changed from time to time, by resolution of the Board of Directors.

Section 2. Term of Office.
At the first annual meeting the members shall elect directors for a term of one (1) year; and at each annual meeting thereafter the members shall elect directors for a term of two (2) years, except that directors may be elected for such shorter terms as are necessary to ensure that no more than a minority of the Board is elected in any one year.

Section 3. Removal.
Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, a successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation.
No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

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

Section 6. Vacancies.
Vacancies in the Board of Directors caused by any reason other than removal of a director by a vote of the membership shall be filled by a vote of the majority of the remaining directors at the next regular meeting of the Board, and each person so elected shall be a director until a successor is elected at the next annual meeting of the Association.

Section 7. Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 8. Powers.
The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association; and to suspend the same rights of a member for a period not to exceed sixty (60) days for any single infraction of published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
(d) 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 regular meetings of the Board of Directors;
(e) employ a manager, independent contractors, or such other employees as they deem necessary, and to prescribe their duties.

Section 9. Duties.
It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (¼) of the Class A members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each Lot or Unit at least thirty (30) days in advance of each annual assessment period;
(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period;
(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to pay the same;
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of any assessment therein stated to have been paid;
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) cause the Common Area to be maintained.

ARTICLE V – Meetings of Directors

This article sets out how the Board of Directors holds its meetings — including frequency, notice requirements, quorums, and how decisions are made.

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Section 1. Regular Meetings.
Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

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

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

ARTICLE VI – Officers and Their Duties

This article defines the Association’s officers (President, Vice-President, Secretary, Treasurer), how they are elected, their terms, and their responsibilities. It ensures the Association has proper leadership and accountability.

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

Section 2. Election of Officers.
The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

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

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

Section 5. Resignation and Removal.
Any officer may be removed from office with or without cause by the Board. 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 at 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. Vacancies.
A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices.
The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties.
The duties of the officers are as follows:

President. The president shall preside at all meetings of the Board of Directors and of the members; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
Vice-President. The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLE VII – Committees

This article allows the Board of Directors to establish committees to help manage Association business. It specifically provides for a Nominating Committee and permits other committees as needed.

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ARTICLE VIII – Assessments

This article reinforces that assessments are required to maintain the Association and its common property. It confirms that assessments are a lien on each Lot/Unit and a personal obligation of every owner, as detailed in the Declaration.

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As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the due date at the rate of eighteen percent (18%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment.

No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot or Unit.

ARTICLE IX – Corporate Seal

This article establishes the official corporate seal of the Association, which may be used to authenticate documents.

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ARTICLE X – Amendments

This article explains how the Bylaws can be amended — requiring a majority vote of members at a meeting where a quorum is present.

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ARTICLE XI – Indemnification

This article protects directors, officers, and committee members from personal liability when acting in good faith on behalf of the Association. The Association covers legal costs and judgments unless the person acted in bad faith or engaged in misconduct.

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Section 1. Indemnification.
The Association shall indemnify every director, officer, and committee member, their heirs, executors, and administrators, against all loss, costs, and expenses, including counsel fees, reasonably incurred by them in connection with any action, suit, or proceeding to which they may be made a party by reason of being or having been a director, officer, or committee member of the Association, except as to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for willful misconduct or bad faith.

Section 2. Liability Insurance.
The Association shall purchase and maintain adequate liability insurance to cover its indemnification obligation.