043119 2003 DEC-4 PH 3:33
Strafford County
Registry of Deeds
BY-LAWS
of the
IAN’S WAY HOMEOWNERS ASSOCIATION
ARTICLE I. Name, Seal and Office
Section 1: Name
The name of this Association shall be Ian’s Way Homeowners Association.
Section 2: Seal
The seal of the as Association shall be circular in form and shall bear on its outer edge the words “Ian’s Way Homeowners Association” and in the center, the words and figures “Corporate Seal, New Hampshire”.
Section 3: Offices
The principal office of the Association shall be located in the City of Rochester, County of Stratford and State of New Hampshire. The office of its initial Registered Agent shall be 60 Farmington Road, Suite 400, Rochester, New Hampshire, 03867.
ARTICLE II. Membership and Voting Rights In the Ian’s Way Homeowners Association
Section 1. Membership
Every person or entity who or which is the record owner of the fee or an undivided interest in the fee of any of the fifteen (15) lots numbered 217/4-5 through 217/4-19 inclusive on the subdivision as depicted in the above referenced plan, specifically excluding therefrom lot 217/4-20, in Rochester, New Hampshire in a cluster subdivision and as shown on that certain plan entitled “Subdivision of Land, Four Rod Road, Rochester, N.H. for PRPC Development Group, LLC” dated June, 2003, prepared by Norway Plains Associates, Inc. and recorded in the Strafford County Registry of Deeds as Plan 73-48, which lots are subject to the “Covenant for Maintenance Assessment”, as set forth below, by the Ian’s Way Homeowners Association in accordance with the Declaration of Common Area and Common Area Maintenance Agreement, shall be a member of said association. Any person or entity who or which holds bare legal title merely as the security for any obligation or which has taken possession of the lot or purchased the same at foreclosure or acquired ownership by a deed in satisfaction or partial satisfaction of the mortgage obligation until such time as transfer of title is made to a homeowner, shall not be a member.
Section 2. Voting Rights
Said association Shall have two classes of voting membership.
Class A. Class A owners shall be all those owners as defined in Section 1 with the exception of the Developer, to wit PRPC Development Group, LLC. or its successors in record title, as Developer. Class A members shall be entitled to one vote for each lot in which they hold the interests required for Membership by Section 1. When more than one person holds such interest or interests in any lot, all such persons shall be members, and the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such lot. In the event two or more owners of a single lot are unable to agree upon how to exercise their vote on a particular issue, the vote shall not be counted. ny member not then in good standing in the payment of dues and assessments shall not be entitled to vote.
Class B. Class B members shall be said Developer, or its successors in record title, as Developer. The Class B members shall be entitled to three votes for each lot in which they hold the interest required for membership by Section 1 (A).
Section 3. Member’s Easements of Use and Enjoyment
Every member shall have a right and easement of use and enjoyment in and to the common area and/or open space as shown on said plan, or hereafter designated, the fee to which is to be conveyed to each of the members of Class A in an undivided one-fifteen (1/15th) interest, and such easement shall be appurtenant to and run with the land, passing with the record title to each lot in said subdivision, subject to the provisions of Section 4.
Section 4. Extent of Members’ Common Easements
The rights and easements of use and enjoyment created hereby shall be subject to the right of the Ian’s Way Homeowners Association as provided by its Articles and/or By-Laws, to suspend the enjoyment right of any member for any period not to exceed thirty days for an infraction of its published rules and regulations.
Section 5. Annual Meeting
The annual meeting of the Association shall be held in Rochester, New Hampshire, on or about the 1st day of the month of September in each year, or at such other time and place as may be designated by the President, for the purpose of electing officers and for the transaction of such other business as may properly come before the meeting.
Section 6. Notice of Annual Meeting
Notice in writing of the time, place and purpose of the annual meeting shall be given either personally or by mail, not less than nor more than thirty days before the meeting, to each person whose name appears upon the books of the Association as the owner of a lot: such notice, if mailed, shall be directed to such member at his address as it appears upon the books of the Association.
Section 7. Special Meetings
Special meetings of the members may be called at any time by the President or Treasurer in the same manner as annual meetings.
Section 8. Waiver of Notice
The provision as to notice may be waived by written acknowledgment of the same executed by all the rnembers, and provided said waiver is filed with the records of such meeting.
Section 9. Quorum
At any meeting of the members of the Association, the presence, in person or by proxy, of Members holding 51% of the total number of votes entitled to be cast will be necessary to constitute a quorum for all purposes. The approval of the members, present in person or by proxy, representing 2/3 of the total number of votes entitled to be cast, shall be necessary for affirmative action on any matter involving expenditures of any sum of money in excess of Five Hundred Dollars (500.00), except to pay for legal fees incurred or to be incurred in enforcing any of the rights or remedies attributed the association herein, or for the disposition of property, or the imposition of special assessments for capital improvements. On all other matters, the vote of a majority of those present, in person or by proxy, shall be sufficient. Any member not then in good standing in the payment of dues and assessments shall not be entitled to vote.
Section 10. Compensation and Expenses
Members shall not receive any compensation for their services, but may be paid for rendering unusual or special services to the Association or reimbursed for expenses incurred, to be approved by a vote of the association pursuant to Section 9 above.
Section 11. Proxy and Voting
At each meeting of the members of the Association, each of said lots shall be entitled to one vote, Class A, or three votes Class B, as applicable either as represented in person by the holder or holders thereof, or by proxy appointed by an instrument in writing, signed by the holder or holders therefore and delivered to the Clerk of the meeting. Upon demand by any member, the vote on questions before the meeting shall be by ballot. No owner of a lot against whom there are any outstanding and unpaid assessments (as hereinafter provided) shall be entitled to vote at any regular or special meeting. Any member not then in good standing in the payment of dues and assessments shall no be entitled to vote.
ARTICLE III. Covenant for Maintenance Assessments
Section I: Creating of the Lien and Personal Obligation of Assessments
The Developer, for each lot owned by them on said plan, hereby covenant, and each owner of any lot by the acceptance of a deed thereto or the inheritance of the record title thereto, whether or not it shall be expressed in the devise, deed or other conveyance, be deemed to covenant and agree to pay to the Ian’s Way Homeowners Association:
(I) Annual Assessments or Charges; and
(2) Special Assessments for capital improvements:
both of such assessments to be fixed, established and collected from time to time as hereinafter provided. Both the annual and/or the special assessments, together with interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest thereon and cost of collection thereof, as hereinafter provided, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due.
Section 2: Purpose of Assessment
The assessments levied by the association shall be used exclusively for the maintenance and/or improvement of the common area or common area amenities within the said subdivision and incidental facilities thereon, including but not limited to, the payment of taxes, if any, and insurance, if any, repairs, replacements and additions thereon.
Section 3: Annual Assessments
The Association shall collect annual assessments from all lot owners, to meet its necessary charges and expenses, on the following basis:
A. The initial annual assessment period shall commence on the date of execution of these By-Laws, and shall end on December 31, 2004. Thereafter the annual assessment period shall run from January 1 through December 31 of each succeeding year.
B. The initial annual assessment shall be $600.00 per lot, (2023) with any surcharge provided by the Declaration.
C. After said initial assessment, the annual assessment may be increased or decreased by vote of the menbership of this Association, in accordance with the By-Laws, and in each case to produce an amount sufficient, in accordance with the best judgement of the membership, to meet the anticipated necessary charges and expenses for the ensuing year.
Section 4: Special Assessments for Capital Improvements
In addition to the annual assessments authorized by Section 3 hereof, the Association may levy in any assessment year a special assessment, applicable to that year only, for the purpose of providing for the payment of (and unexpected repairs or replacement to) a capital improvement relative to the common area or common amenities, including the necessary fixtures, provided that, regardless of a change in the Articles of Organization and/or Bv-Laws of the Ian’s Way Homeowners Association, any special assessment authorized by said Association must receive a two-thirds (2/3) majority of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent all members at lest thirty day in advance and shall set forth the purpose of the meeting.
Section 5: (A) Payment Due Date
Bills for all annual and any special assessments shall be sent out as soon as possible after being voted (but in no event prior to the date of the period for which they are assessed, in the case of annual assessments). Payment shall be due within thirty (30) days after the mailing of such bill, or the owner will be delinquent.
(B) Certification as to Status of Assessment Payment
Upon the request of any owner, the Association shall furnish a written certificate signed by an Association officer, indicating the status (paid or outstanding) of all annual and special assessments affecting that owner’s lot.
Section 6: Effect of Non-payment of Assessment: the Lien: Remedies of Association
If the assessments are not paid on the date when due, then such assessment shall become delinquent and shall, together with such interest thereon and cost of preparing and recording a notice of lien and other collection efforts thereof as hereinafter provided, thereupon become a continuing lien on the property, which shall bind such property in the hands of the then owner and his successors in record title.
If the assessment not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the rate of twenty four (24%) per cent per annum, and the association may bring any action at law against the owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided and a reasonable attorney’s fee to be fixed by the court together with the costs of the action.
The Association may record a Notice of Lien in the Strafford County Registry of Deeds to give notice of the lien. The failure to record such a Notice of Lien, however, shall in no way impair the validity or enforceability of the lien provided herein. The notice of lien shall be signed by the president of the association and duly acknowledged, and shall include, at a minimum, the following information:
a. Name of lot owner:
b. Identification of lot number:
c. Beginning date of default period and the amount then due:
d. The date of issuance of the Notice of Lien.
Section 7: Subordination of the Lien to Mortgages
The lien of the assessments provided for herein shall be subordinated to the lien of any mortgage or mortgages now or hereafter placed upon the properties subject to assessment.
Section 8: Procedure for Foreclosure of Lien for the Payment of Assessments
The Lien provided for hereinabove may be enforced, in case of non-payment for one year from the due date of the assessment, by any legal means under New Hampshire law. As above, the lien sought to be foreclosed shall include the aforesaid interest and legal costs and attorney’s fees incurred as a result of the foreclosure proceedings.
ARTICLE IV. Additional Powers of the Association
In addition to the specific power and obligation of the Association to maintain and improve the common area and common amenities of the development. the Association shall have the following additional powers, to be exercised on behalf of the lot owners:
a. As owner of said common area and common amenities to take any necessary action to prevent the unauthorized use thereof by persons without the right to so use them.
b. To regulate and limit in a reasonable manner consistent with the peaceful use and enjoyment of all lot owners of their properties any use of the common area and/or common amenities by any person or thing.
c. To make and enforce any other reasonable rules and regulations for the use of the common area and/or common amenities.
All of the above additional powers shall be exercised only pursuant to votes of the Association at a regular meeting, except in cases of emergency.
ARTICLE V. Directors
Section 1. Qualification, Number and Term of Office
The business and properties of the Association shall be managed by a Board of not less than three nor more than five directors, subject to the By-Laws and votes of the members. The directors, shall be elected by ballot by plurality of the members at the annual meeting of the Association, and each director shall be elected, to serve for the term of one year and until his successors shall be duly elected, except that the directors elected at the organizational meeting shall hold office until the next annual meeting or until their successors shall be duly elected. The number of directors for each year shall be fixed (within the above limits) by vote at the annual meeting when elected by the members may, at the special meeting held for the purpose during any such year, increase of reduce the number of directors as thus fixed and elect directors to complete the number so fixed.
Section 2: Powers of Directors
The Board of Directors shall have the entire management of the business of the Association. In the management and control of the property, business and affairs of the Association, the Board of Directors is hereby vested with all the powers possessed by the Association itself, so far as this delegation of authority is not inconsistent with the Laws of the State of New Hampshire, with the Articles of Agreement and with these By-Laws.
Section 3: Vacancies
In the case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining directors, by an affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term and until his successor shall be elected.
Section 4: Meetings of Directors
Meetings of the Board of Directors shall be held at such places and at such times as the Board may by vote from time to time determine, and if so determined, no notice thereof need be given. Special meetings of the Board of Directors will be held at any time or place whenever called by the President, Treasure, two or more Directors, or the Clerk, upon written notice being sent to each director at least five days prior to the date of the meeting, or at any time without notice provided all the directors are present or those not present have waived notice thereof.
Section 5: Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any rneeting from time to time, and the same may be held as adjourned without further notice. When a quorum is present at any meeting a majority of the members present shall decide any questions brought before the meeting.
ARTICLE VI. Officers
Section 1: Number
The officers of the Association shall be the President, Treasurer, and Secretary and such other officers with the powers and duties not inconsistent with these By-laws as may be elected and determined by the members. Any two offices may be held by the same person.
Section 2: Vacancies
In case any office of the Association become vacant by death, resignation, retirement,
disqualification or any other cause, the Board of Directors may elect a successor to serve until the
next meeting, annual or special, of the members.
Section 3: Qualifications
All of the officers of the Association, except the Secretary who may or may not be a member, shall be members of the Association.
Section 4: President
The President shall preside at all meetings of the members and meetings of the Board of directors and have the general charge and supervision of the affairs of the Association
Section 5: Treasurer
The Treasurer shall have the custody of all of the funds, property and securities of the association. When necessary or proper, he may endorse on behalf of the Association for collection, checks, notes and other obligations, and shall deposit the same to the credit of the Association at such bank or banks or depository as the members may designate. He shall sign all receipts and vouchers, sign all checks of the Association, as well as promissory notes issued by the Association. He shall enter regularly on those books of the Association to be kept by him for the purpose, full and accurate account of all the moneys and obligations received and paid or incurred by him for or on account of the Association and shall exhibit such books at all reasonable times to any member. He shall, in general, perform all the duties incident to the office.
Section 6: Secretary
The Secretary of the association shall be present at and record the proceedings of meetings of members and perform all other duties commonly incident to the office. The Secretary shall be present and record the proceedings of the meetings of the directors and perform such other duties as the Board of Directors may, from time to time, designate. The Secretary shall also serve as the Registered Agent for service of process.
Section 7: Removal
Any officer may be removed from office by the affirmative vote of two-thirds of the members represented at any regular or special meeting called for that purpose, for any reason deemed sufficient by said members.
ARTICLE VII. Capital Stock
There shall be no capital stock of this Association (which is organized under the New Hampshire Revised Statutes Annotated as a non-profit association).
ARTICLE VIII. Amendments
These By-Laws may be altered, amended, or repealed at any meeting of the Association by a vote of two thirds of all ofthe total number of votes entitled to be cast, represented either in person or by proxy, provided that the proposed action is inserted in the notice of such meeting. Provided, nevertheless, those portions of these By-Laws taken from the Declaration of Restrictions and Covenants as hereinafter identified which are not susceptible of alteration, amendment or repeal by their terms or by implication in the Declaration are not subject to the Article.
ARTICLE IX: Fiscal Year
The fiscal year o The fiscal year o The fiscal year o The fiscal year of the Association shall be from the Association shall be from the Association shall be from the Association shall be from the Association shall be from January 1 to December 31 of each year.
ARTICLE X: Declaration of Common Scheme Restrictions Incorporated Herein
All of the provisions set forth at length in an instrument entitled “Declaration of Common Area and Common Area ‘Maintenance Agreement Area’ for the Ian’s Way Subdivision recorded at recorded at Book 2910, Page 0697 of the Strafford County Registry of Deeds are hereby incorp of the Strafford County Registry of Deeds herein by reference. Where a conflict exists between the By-Laws and the Declaration, the applicable provision in the Declaration shall be deemed to be controlling.
IN WITNESS WHEREOF, the Developer has caused this instrument to be executed on this the 4 day of December, 2003
