TCPOA By Laws

TIM’S COVE PROPERTY OWNER’S ASSOCIATION

A STATUTORY ROAD ASSOCIATION

BY-LAWS

Ratified by TCPOA BOD on August 29, 2015

The name of the Association shall be Tim’s Cove Property Owner’s Road Association, and said Association shall be located in Willimantic, Maine, and is being formed as a Statutory Road Association under Maine Law.

The following provisions shall constitute the Bylaws of this Association, established hereby, to wit:

Section1. Composition, Powers and Duties of the Board of Directors.

The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things except as by law or by this document may not be delegated to the Board of Directors by the property owners. A property owner is defined as a person who, or entity that, owns property that is accessed via a private way in Willimantic, Maine known via a private way in Willimantic, Maine known as Tim’s Cove Road and South Cove Road (hereinafter called the Common Element).

The Board of Directors shall be composed of seven (7) Directors. Of the Directors, there shall be elected four (4) Officers as follows: President/Road Commissioner, Vice President/Assistant Road Commissioner, Secretary and Treasurer. Term of Director is (3) years. Officers will be elected each year by the Board of Directors. The make-up of the BOD will consist of (3) Directors residing on each of the Association’s two main roads (South Cove RD + Tim’s Cove RD). The arterial roads of Bennett Brook and Lakeside are considered to be part of South Cove RD and Tim’s Cove Roads respectively for all Association matters. The seventh seat being filled from the road with largest number of individual parcel owners. A census will be conducted every three years to determine from which road the seventh seat will be filled.

A Nominating Chairperson and up to two others, none of whom are Directors, shall be appointed to present nominees to the annual meeting to fill the expiring terms of Directors. BOD vacancies will be filled by the Board until the next meeting of the members. Any officer elected or appointed by the Board, maybe removed by the Board with a majority vote.

The powers and duties of the Board of Directors shall include, but shall not be limited to, the following:

1. Operation, care, upkeep, and maintenance of the Common Element.

2. Determination of the common expenses required for the affairs of the Association,

Including, without limitation, the operation and maintenance of the Association.

3. Collection of the assessed charges from the property owners.

4. Employment and dismissal of the personnel necessary or advisable for the

Maintenance and operation of the Common Element.

5. Opening of bank accounts on behalf of the Association and designating the signatories required therefore.

6. Obtaining insurance for the Association, pursuant to the provisions hereof.

7. The Board of Directors shall have the power to enforce obligations of property owners; to allocate income and expenses; and to do anything and everything else necessary and proper for the sound management of the Association.

8. Enter into contracts for the maintenance, upkeep, and repair of the Common Element.

9. Posting the road to ensure the safety of property owners and their guests.

a. The maximum speed within the common element is 20 MPH.

Curves, bridges and severe road conditions require slower speeds.

b. Departure traffic from the Common Element has the right of way.

In order to ensure the peaceful and orderly use and enjoyment of the Lots, common areas and facilities, the Board of Directors may from time to time adopt, modify, and revoke in whole or in part, such reasonable rules, and regulations governing the conduct of persons within the Common Element as it may deem necessary, including, but not limited to, methods and procedures for enforcing compliance with the Bylaws. Such Rules and Regulations adoption, and every amendment, modification, and revocation thereof, shall, upon adoption be delivered promptly to each owner and shall be binding upon all members of the Association and occupants of the property.

Individual property owner lot maintenance and responsibilities include:

Ditches should be maintained to keep debris and grass from interrupting the flow of water between contracted ditching by machine.
Trimming of road side brush and tree limbs on both sides of owner’s road frontage should be done each year to increase visibility.
Display proper “911” signage (preferably reflective), on road side to aid first responders in case of emergency. Out-going traffic on our narrow roads should be given the right of way.
Property owners are responsible in the event that road damage occurs from deliveries, contractors or guests.

Failure to adhere to and complete any of the above, may cause the BOD to contract these duties and include the cost with the annual road maintenance invoice after notice is communicated.

Property owners are encouraged to perform “basic maintenance” such as pot-hole filling of the roads.

Culvert and Ditch installation to redirect water-flow and tree removal (other than on one’s property) is prohibited.
The removal of an existing culvert, and/or ditch redirection, or blocking or redirection of existing culvert inflow and outflow ditches is prohibited.
Any changes to existing culverts and/or ditches to be approved or denied by the Board of Directors.
Prior to commencing any work, property owners must contact the President/Road Commissioner or Vice President/Assist. Road Commissioner to determine if the proposed work may have already been scheduled to be completed by a contractor.

Speed bumps or other obstructions on the within the Common Element must be approved by the BOD.

Oversight and enforcement of the deed restrictions that impact the Tim’s Cove property owners are within the power of this statutory road association to enforce, including but not limited to the foregoing:

Premises shall not at any time be used for the purpose of any trade, business or manufacture.

All plumbing fixtures and toilets shall be built in doors and be connected with an outside septic tank.
Outhouse and chemical toilets are not permitted.
House trailers or other mobile dwelling units are not to be installed upon or occupied on the premises.

Speed bumps or other obstructions on the “Private way” must be approved by the BOD.

Section 2. Expenses, Profits and Funds.

A. Assessments. Each property owner shall be liable for expenses of the Association according to it’s

respective assessment, which assessment may not exceed 1% of an individual’s property assessment in any calendar year. In the case of multiple parcels owned by the same property owner, the only way more than one parcel will be assessed one fee is if they are contiguous and structures are uninhabitable. Annual assessments will be set by majority vote of the members present at the annual meeting.

Road fee invoices will be sent to property owners at least 30 days prior to the due date of 1^st of June each year.

Invoices will be sent by the preferred method of delivery, EMAIL, as it is the most cost efficient. USPS will be used for those who request it.

It is a requirement of all property owners to update and keep the Association with their current email and mailing addresses.

Assessments not paid within (15) days of 1 June will be delinquent. In the event of default by any property owner in paying the annual assessment, such charge shall be collected pursuant to Maine law.

A late fee of $150.00 per year or .41 cents/day will be added to the balance until said payment is received by the Treasurer. Said late fee will continue to accrue during a lien placement period.

Approximately 30 days prior to the delinquency becoming 90 days old, a reminder notice will be sent to the owner of record advising of the intent to file a notice of claim for money owed at the Piscataquis Registry of Deeds. If payment is not received within the 90 day period, a notice of claim will be registered against the deed of the delinquent property owners. Court filing and discharge fees, as well as attorney fees, if necessary will be included in the total amount owed. Said debt will run with the land until nullified.

If notice is given pursuant to provisions in this section, the failure of any member to receive actual notice shall not alter the collection process in this section.

Property owners delinquent in the payment of their assessment lose their right to vote at the annual meeting or any special meeting called by the Board of Directors.

The Board of Directors may, to such extent as they have been directed by vote of the majority of the property owners attending any meeting, set aside funds of the Association as reserve or contingent funds and may use the funds so set aside for reduction of indebtedness or other lawful capital purpose, or, subject to the provisions of the following Section 4, for repair, rebuilding or restoration of the Association roadways, or for improvements thereto.

B. At least thirty (30) days prior to the annual meeting, the Board of Directors shall estimate the expenses expected to be incurred during the next fiscal year, together with a reasonable provision for contingencies and reserves, and after taking into account any undistributed funds from prior years, shall determine the assessment to be made for such fiscal year. After the annual meeting and an assessment is approved, then the Board of Directors shall promptly render statements to the property owners for their respective shares of such assessment. Said assessment shall be paid to the Association no later than June 1.

In the event that the Board of Directors shall determine during the year that the assessment so made is less than the expenses actually incurred, or in the reasonable opinion of the Board of Directors, likely to be incurred, the Board of Directors shall make a supplemental assessment or assessments and render statements therefore in the manner aforesaid, and shall call a special meeting of the property owners to vote upon the same, pursuant to the terms of these Bylaws.

Upon obtaining a majority vote of the attending property owners in favor of the same, such statements shall be payable and take effect as aforesaid.

C. The Board of Directors shall expend funds only for Association expenses.

Section 3. Insurance.

A. The Board of Directors shall obtain and maintain, to the extent available, a policy of liability insurance for the benefit and protection of the Association Officers, Directors and of all the property owners, naming this Association as the insured. This policy shall protect the Officers, Directors and property owners from liability arising from the usage of the roads of the Association by any person or persons, but said policy will not insure for the protection of any property owner for any liabilities incurred upon their property as to which it shall be the separate responsibility of the property owners to insure. Such insurance shall, unless the same is not obtainable, be maintained in the amount equal to one million dollars ($1,000,000).

B. Any liability policy shall, unless the same is not obtainable, provide:

1. That such policy may not be canceled, terminated or substantially modified without at least thirty (30) days notice to the Association;

2. for waiver of subrogation as to any claims against the Association, the Officers, Directors, agents, employees, the property owners and their respective employees, agents and guests;

3. for waivers of any defense based upon the conduct of any insured; and

4. in substance and effect that the insurer shall not be entitled to contribution as against any casualty insurance, which may be purchased separately by property owners.

C. The cost of all such insurance obtained and maintained by the Board of Directors pursuant to the provisions of this Section 3 shall be an Association expense.

D. The members of the Board of Directors shall not be liable to the property owners for any mistake of judgment, negligence or otherwise, except for their own individual willful misconduct or bad faith. The property owners comprising the association shall indemnify and hold harmless each of the Officers and Directors against all contractual liability to others arising out of contracts made by members of the Board of Directors on behalf of the Association, unless any such contract shall have been made in bad faith or contrary to the provision of these Bylaws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Association.

Section 4. Rebuilding and Restoration; Improvements.

A. In the event of any casualty loss to the Common Element, the Board of Directors shall proceed, without notice to the property owners, with the necessary repairs, rebuilding, or restoration.

B. A vote by the majority of the property owners present at any meeting of the Association properly called under these Bylaws may agree to make an improvement to the Common Elements and assess the cost thereof to all property owners as a common expense.

Section 5. Meetings.

A. The Board of Directors shall meet annually on the date of (and immediately following) the annual meeting of the property owners. Other meetings may be called by and in such other manner as any member of the Board of Directors may establish, provided that written notice of each meeting stating the place, day and hour thereof, shall be given at least two (2) weeks before such meeting to each member of the Board of Directors. A majority of the Board of Directors shall constitute a quorum at all meetings, and such meetings shall be conducted in accordance with Roberts Rules.

B. That commencing with the calendar year 2014, there shall be an annual meeting of the property owners on or about the Fourth of July in each year, at 9 A.M., at the Association premises or at such other reasonable place and time as designated by the Board of Directors by written notice given to the property owners at least thirty (15) days

prior to the date so designated. At such meeting a quorum shall consist of 10% of the members or twice the number of Directors, whichever is greater. Special meetings of the property owners may be called by the Board of Directors or by the property owners upon the written request of thirty-three percent (33%) of the property owners of the Association. Written notice of any such meeting designating the place, day, hour thereof shall be given by the Board of Directors to the property owners at least thirty (15) days prior to the date so designated. The President/Road Commissioner will preside over the annual meeting of property owners.

At any special meeting at which the Board of Directors proposes to submit to the property owners any matter with respect to which approval of or action by the property owners is necessary or appropriate, the notice of such meeting shall so state and reasonably specify such matter.

C. At the annual meeting, the property owners shall have one vote for the entire number of individual parcels of land owned, and a majority of the property owners present at such a meeting shall prevail. They shall vote for directors. These individuals must be property owners within the Association area, and shall all be considered members of the Board of Directors.

D. The duties of the President, and in the absence of the president, the Vice President, shall include the management of the Association as approved by the property owners at the annual meeting and within the guidelines of these Bylaws.

E. The duties of the Secretary shall be to record and maintain the records of the Association and to perform such duties as are determined by the property owners at the annual meeting, or by the Board of Directors.

F. The duties of the Treasurer shall be to record and maintain the financial records of the Association, and to perform such duties as are determined by the property owners at the annual meeting, or by the Board of Directors.

G. The duties of the Road Commissioner/President shall be: to determine what repairs and maintenance are needed for upkeep of the Common Element, and to make recommendations to the Board of Directors and the property owners, and to perform such maintenance and repairs as the property owners or the Board of Directors directs and/or as authorized by 23 M.R.S.A. Sections 3101 to 3106, and to collect unpaid assessments on behalf of the association as set forth in Section 3103.

H. The duties of the Assistant Road Commissioner shall be to assist the Road Commissioner/President in his duties, and to act as Road Commissioner/President during prolonged absence or unavailability of the Road Commissioner/President.

I. The duties of the Directors are to assist the Officers and the Board of Directors in carrying out their duties and as directed by the property owners at the annual meeting.

Any vacancy of any of the positions of the Board of Directors shall be filled by a vote of the remaining members of said committee, and this (these) appointment(s) shall be valid for the remainder of the term for said position.

The property owners may vote on any other matter of the Association including but not limited to: (1) the level of maintenance requested, (2) the level of repairs to be made, and (3) any capital improvements made to the roadways.

Section 6.Notices to Property Owners.

Every notice to any property owner required under the provisions hereof, or which may be deemed by the Board of Directors necessary or desirable in connection with the execution of the Association created hereby, or which may be ordered in any judicial proceeding, shall be deemed sufficient and binding if a written, printed or electronic copy of such notice shall be given by one or more of the members of the Board of Directors to such property owner at his address as it appears upon the tax records of the Town, or email address at least thirty (30) days prior to the date fixed for the happening of the matter, thing or event of which such notice is given, or such longer period of time as may be required by the specific terms of this instrument.

It is the property owner’s responsibility to provide correct contact information to the Association.

If notice is given pursuant to provisions in this section, the failure of any member to receive actual notice of the meeting shall not invalidate the meeting or any proceedings at such meeting.

Property owners may waive notice by duly executing an appropriate waiver of notice to the Secretary or Treasurer of TCPOA.

Section 7.Inspection of Books; Reports to Property Owners.

The Board of Directors at the annual meeting shall submit to property owners a report of the operations of the Board of Directors for the previous fiscal year, which shall include financial statements in such summary form and in such detail as the Board of Directors deem proper. Any person who has been furnished with such report and shall have failed to object thereto by notice in writing to any member of the Board of Directors, given by registered or certified mail within a period of one (1) month of the date of receipt of such report, shall be deemed to have assented thereto.

Section 8. Checks, Notes, Drafts and Other Instruments.

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the names of the Board of Directors or of the association may be signed by any one of two (2) members of the Board of Directors, or by any person or persons (who may be one of the Board of Directors) to whom such power may at any time or from time to time be designated by not less than a majority of the Board of Directors.

Section 9. Fiscal Year.

The fiscal year of the Association shall be from 1 January through 31 December.

Section 10. Proxy and/or Absentee Voting.

The Board of Directors shall consider whether to establish proxy and/or absentee voting for any forthcoming Association meeting, and if so voted, shall establish parameters for said proxy and/or absentee voting, including but not limited to, appointment of voting member for any property, method of proxy and/or absentee voting, and time frame for said proxy and/or absentee vote. In any event, the proxy and/or absentee vote shall be held to the same standards as stated within these Bylaws.

KNOW ALL MEN BY THESE PRESENTS: That the undersigned clerk of the meeting of Directors identified in the foregoing By-laws does hereby certify that the foregoing By-laws were duly adopted by the Directors of said Statutory Road Association, on the 31^st. day of August, 2014, by unanimous agreement of the Directors, and that they do now constitute the By-laws of the Tim’s Cove Property Owner’s Association.

_______________________________

Mary Ellen Theriault,

Secretary/Clerk of the Meeting

Board of Directors:

Don Rush, President/Road Commissioner

Tom Crepeau, Vice President/Assistant Road Commissioner

Julia Flanders, Treasurer

Mary Ellen Theriault, Secretary

Cheryl Fairbrother

Glenn Daukas

Don Page

Jan Waterman

Marlene Greenlaw

Tim's Cove Property Owners Association

TCPOA By Laws

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