46:8C-18. Governing bylaws; requisites

9. In order for a homeowners' association to exercise the rights provided in section 2 or 3 of this act, the bylaws of the association shall provide for the following:

a. The directors or trustees of the association and the operation of the association shall be governed by the bylaws.

b. The bylaws shall include, and, if they do not, shall be deemed to include, the following provisions:

(1) The form of administration of the association shall be described, providing for the titles of the officers and for a board of directors or trustees, specifying the powers, duties, manner of selection and removal, and compensation, if any, of the officers, directors or trustees. Unless otherwise provided in the bylaws, the board of directors or trustees shall consist of five members. The board of directors or trustees shall elect from among its members a president, secretary, and treasurer, who shall perform the duties of those offices customarily performed by officers of corporations, and these officers shall serve without compensation and at the pleasure of the board of directors or trustees. The board of directors or trustees may appoint and designate other officers and assign them such duties as it deems appropriate.

(2) Meetings of the board of directors or trustees shall be open to all members of the homeowners' association, and notice of meetings shall be posted in a conspicuous place upon the property at least 48 hours in advance, except in an emergency. Notice of any meeting in which assessments against members are to be considered for any reason shall specifically contain a statement that assessments will be considered, and of the nature of those assessments.

(3) Members of the association shall meet at least once each calendar year, and the meeting shall be the annual meeting. All members of the board of directors or trustees shall be elected at the annual meeting unless the bylaws provide for staggered election terms or for their election at another meeting. The bylaws shall not restrict any member desiring to be a candidate for board membership from being nominated from the floor. The bylaws shall provide the method for calling the meetings of the members, including annual meetings. The method shall provide at least 14 days' written notice to each member in advance of the meeting and require the posting in a conspicuous place on the property of a notice at least 14 days prior to the meeting. Unless a member waives in writing the right to receive notice of the annual meeting by mail, the notice of the annual meeting and of any meeting other than the annual meeting in which acquisition or conversion of the private residential leasehold community as provided under section 8 of this act is to be voted on, shall be sent by mail to each member, and the mailing shall constitute notice. An officer of the association shall provide an affidavit affirming that the notices were mailed or hand delivered in accordance with the provisions of this section to each member at the address last furnished to the association. These meeting requirements shall not prevent members from waiving notice of meetings or from acting by written agreement without meetings, if allowed by the bylaws.

(4) A majority of the members shall constitute a quorum. Decisions shall be made by a majority of members represented at a meeting at which a quorum is present; provided, however, that any decision to acquire the private residential leasehold community shall only be made by not less than two-thirds of all the homeowners and any decision to convert the private residential leasehold community to a condominium or cooperative or other form of ownership following its acquisition by the homeowners' association shall only be made by not less than a majority vote of all of the members of the homeowners' association. In addition, provision shall be made in the bylaws for definition and use of proxy. Any proxy given shall be effective only for the specific meeting for which originally given and any lawfully adjourned meetings thereof. In no event shall any proxy be valid for a period longer than 90 days after the date of the first meeting for which it was given. Every proxy shall be revocable at any time at the pleasure of the member executing it.

(5) The board of directors shall mail a meeting notice and copies of the proposed annual budget of expenses to the members not less than 30 days prior to the meeting at which the budget will be considered. If the bylaws provide that the budget may be adopted by the board of directors or trustees, the members shall be given written notice of the time and place at which the meeting of the board of directors or trustees to consider the budget will be held. The meeting shall be open to all members.

(6) The board of directors or trustees may, in any event, propose a budget to the members of the association at a general membership meeting or in writing, and, if the budget or proposed budget is approved by the members at the meeting, or by a majority of their whole number in writing, that budget shall be adopted.

(7) Minutes of all meetings of members and of the board of directors or trustees shall be kept in a businesslike manner and shall be available for inspection by members, or their authorized representatives, and board members at reasonable times. The association shall retain these minutes for a period of not less than seven years.

(8) The share or percentage of, and manner of sharing, expenses for each member shall be stated.

(9) The manner of collecting from the members their shares of the expenses for the maintenance of the private residential leasehold community property shall be stated. Assessments shall be made against members not less frequently than quarterly, in amounts not less than are required to provide funds in advance for payments of all of the anticipated current operating expenses and for all of the unpaid operating expenses previously incurred.

(10) The method by which the bylaws may be amended consistent with the provisions of this act shall be stated. If the bylaws fail to provide a method of amendment, the bylaws may be amended if the amendment is approved by no less than two-thirds of the members. No bylaw shall be revised or amended by reference to its title only.

(11) The officers and directors or trustees of the association have fiduciary relationship to the members.

(12) Any member of the board of directors or trustees may be recalled and removed from office, with or without cause, by the vote of, or agreement in writing by, a majority of all members. A special meeting of the association membership to recall a member or members of the board of directors or trustees may be called by 10 per cent of the members giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting.

c. The bylaws may provide the following:

(1) A method of adopting and of amending administrative rules and regulations governing the details of the operation and use of the private residential leasehold community property.

(2) Restrictions on, and requirements respecting, the use and maintenance of homes located within the park, and the use of the private residential leasehold community property, so long as such restrictions and requirements are not inconsistent with the articles of incorporation of the association.

(3) Other provisions not inconsistent with the provisions of this act or with other documents governing the private residential leasehold community property or homes located therein.

d. No amendment to the bylaws may change the proportion or percentage by which members share in the expenses as initially established, unless two-thirds of the members approve the amendment.

L.1991,c.483,s.9; amended 1995,c.365,s.9.