* " Ad Hoc - Heritage Village Southbury CT Real Estate for Sale

BYLAWS OF THE
HERITAGE VILLAGE MASTER ASSOCIATION, INC.
Table of Gontents
Page
ARTICLE
I
Name and Location of Corporation
1
ARTICLE
II
Purpose
1
ARTICLE III
Membership
1
ARTICLE IV
Board of Trustees
1
ARTIGLE V
Officers
3
ARTICLE VI
Committees
Section
1
Section 2
*
1.
2.
3.
4.
5.
6.
7,
B.
L
Executive
4
Audit
Buildings
Communication and Public Relations
Environment and Landscape
6
6
6
7
7
Finance
Human Resources
lnfrastructure
B
Legal
B
Long-Range Planning
Resident Relations
Rules Adherence
o
10.
11.
12. Safety
Section 3
Section 4
"
*
B
9
9
10
Ad Hoc
10
Nominating
10
ARTICLE VII
Meetings of the Board of Trustees
11
ARTICLE VIII
Operating Policies and Controls
11
ARTICLE IX
FiscalMatters
13
ARTICLE X
Miscellaneous
15
ARTICLE XI
Limitation on Reconsideration
17
ARTICLE XII
Amendment of Bylaws
17
ARTICLE XIII
Saving Clause
17
BYLAWS OF THE
HERITAGE VILLAGE MASTER ASSOCIATION, INC.
Attisle |
.
Name and Location of Gqrporation
The name of this corporation is Heritage Village Master Association, lnc. (hereinafter referred to as
HVMA). lts principal office is located in the Town of Southbury, County of New Haven, State of
Connecticut.
Article ll
Purpose
The purpose of HVMA is to manage all member condominiums in Heritage Village, Southbury,
Connecticut.
A4iqle lll
Membership
The membership of HVMA consists of the condominiums in Heritage Village which have voted to become
members of the Corporation and have been admitted to membership.
Articls lV
Board of Trustees
Section
1.
Election and Composition. The Board of Trustees shall be composed of one
representatlve elected by and from the membership of the Board of Directors of each
member condominium, The representative shall be either the First Trustee, Second
Trustee, or another director designated by the condomlnium Board of Directors to serve
in an ad hoc caPacitY.
Section
2.
Pqwers and. Duties. The Board of Trustees is the policy making body of HVMA. The
Board shall have the following powers and duties and such other powers and duties as
may be delegated to HVMA by the member condominiums:
(1)
(2)
(3)
overseeing the operation, maintenance, repair and replacernent of the common
areas, limited common areas, and common portions of the buildings and facilities
of the member condominiums;
staffing necessary for such operation, maintenance, repair and replacement;
determining the common expenses required for the business of the member
condominiums including, without limitation, the operation and maintenance of the
property of the member condominiums;
(41
collecting of assessments from the unit owners;
(5)
adopting and amending Rules and Regulations covering use of units, property, and
facilities of member condominiums. A hearing for unit owners shall precede any
amendments, revision or re-statement thereof. Such Rules and Regulations may
provide for a levy of summary charges against a unit owner for violation of the
Restrictions on the Use of Units set forth in ARTICLE V and ARTICLE Vl of the
Restated Bylaws of the Member Condominiums and/or for violation of Rules and
Regulaiions adopted pursuant to this subsection;
Heritage Viltage Master Association Bylaws
-1-
Approved October 28, 1994 wilh
amendments through March 22, 2011
(6)
opening bank accounts in the name of HVMA and designating the signatories
required therefor;
(7)
purchasing or leasing or otherwise acquiring in the name of HVMA, or its designee,
corporate or otherwise, on behatf of all unlt owners, units offered for sale or lease
or surrendered by their owners to HVMA;
(8)
purchasing any unit at any foreclosure or other judicial sale in the name of HVMA,
or its designee, corporate or otherwise, on behalf of a[[ unit owners;
(9)
selling, leasing, mortgaging, and voting the votes appurtenant to (other than for the
election of members of the Boards of Directors of the member condominiums and
the Board of Trustees) or otherwise dealing with units acquired by, and subleasing
units leased by HVMA or its designee, corporate or otheruise, on behalf of all unit
owners;
(10)
organizing corporations to act as designees of HVMA in acquiring title to or leasing
of units on behalf of all unit owners;
(11)
granting licenses;
(12)
obtaining insurance for the Property, including the units, pursuant to the provisions
of ARTTCLE Vll, Section 3, of the Restated Bylaws of ihe Member Condominiums;
(13)
making repairs, additions and improvements to or alterations of the Property, and
repairs to and restoration of the Property after damage or destruction by fire or
other casualty, or as a result of condemnation or eminent domain proceedings.
(14l'
(a) establishing a revolving line of credit with a recognized financial institution and
(b) on the request of the Village Manager for specific projects, with the approval of
the Finance Committee, and by resolution adopted by at least two{hirds of the
entire Board of Trustees duly recorded in the minutes, authorize the officers of the
HVMA to borrow against the aforementioned credit line. (September 23, 2003)
Without limiting the rights of any unit owner, the unit owners also delegate to HVMA their
rights to sue in any court on behalf of all unit owners to enforce any right or redress any
wrong that may belong to or affect all of them and to appear on behalf of all unit owners
before any officer, agency, board, commission or department of the State or any political
subdivislon and appeal from any judgments, orders, decisions or decrees rendered by the
same.
Section 3.
Management. Operating management of member condominiums shall be delegated to an
operating staff employed for this purpose, to carry out such duties as are in accordance
with ihe policies established by the Board of Trustees pertaining thereto.
Section 4.
Records and Minutes. The Board of Trustees shatl keep detaited records of the actions of
the Board and minutes of the meetings of the Board.
Section 5.
Voting. Voting authority is vested in Trustees who, when voting on matters before HVMA,
shall have such voting power as reflects the proportional fair value of the condominium to
the total falr value of all member condominiums, as such total fair value was calculated
by the Grantor under ARTICLE Xl of the Declaration of each condominium. Only
Trustees or substitutes duly appointed in accordance with condominium bylaws are
Heritage Village Master Associalion Bylaws
-2-
Approved October 28, 1994 with
amendmenls through March 22, 2Q1 1
permiited to vote and shalt be counted for purposes of determining a quorum. No proxy
voting is permiited.
Article V
9fficers
Section
1.
Design?tion. The officers of HVMA shall be the President, Vice President, Secretary,
Gasurer3ssistant Secretary and Assistant Treasurer, all of whom shall be elected by
the Board of Trustees. The Board of Trustees may elect such other officers as in its
judgment may be necessary. All officers shall be non-renting residents. The President
and Vice President shall be members of the Board of Trustees.
Section 2.
Election. The officers of HVMA shall be elected annually at the Organizational Meeting
-fcified in ARTICLE Vll, Section 6, to take office on the first day of January next
succeeding, and shall hold office at the pleasure of the Board of Trustees.
Section 3.
Vacancies. ln the event of a vacancy in any office, the Board of Trustees shall elect a
successor as soon as Practicable.
Section 4.
Removal of Officers. Upon the affirmative vote of a majority of the entire weighted voting
power of tne Board of Trustees, any officer may be removed, either with or without cause,
and his successor may be elected at any regular meeting of the Board of Trustees, or at
any special meeting of the Board of Trusiees called for that purpose'
Section 5.
president. The President shall be the Chief Executive Officer of HVMA. He shatl have all
6i tneEneral powers and duties which are incident to the office of the president.of a
non-stolk corporation organized under the laws of the State of Connecticut except those
specificalty prohibited by these Bylaws. He shall preside at all meetings of the Board of
Trustees and shall be a member and chairman of the Executive Committee.
The Village Manager shalt report directly to the President who shall instruct the Village
Manager according to policies established by the Board of Trustees.
ln matters relating to the selection, employment, conditions of employment, or termination
of employment of the Village Manager, the President shall make recommendations to the
Board of Trustees which has final approving authority.
Section 6.
Vice president, The Vice President shall be a member of the Executive Committee and
shall:
(1) assjst the President
in the execution of his duties as requested by the President;
(2) follow up on policy changes approved by the Board of Trustees to assure that all are
put into effect in a timelY manner;
(3) take the ptace of the President and perform his duties whenever the President shall be
absent or unable to act.
tf both the President and the Vice President shall be absent or unable to act, the Board of
Trustees shalt elect another qualified member of the Board of Trustees to act in place of
the President on an interim basis.
Section 7.
Secretarv. The Secretary shalf be responsible for the keeping of the minutes of all
meetings of the Board of Trustees and shall have charge of such books, documents,
Heritage Village Masler Associalion Bylaws
-3-
Approved October 28, 1994 with
amendments through March 22, 2O1 1
supplies and personal property of HVMA as the Board of Trustees may direct. The
Secretary shall, in general, perform all the duties incident to the office of Secretary of a
non-stock corporation organized under the laws of the State of Connecticut. The
Secretary shall attend all meetings of the Board of Trustees, but unless the Secretary is a
member of the Board of Trustees shall have no right to vote.
The Assistant Secretary shall assist the Secretary as requested and in the absence of the
Secretary shall perform the duties of the office.
Section
B.
Tr.easurer. The Treasurer shalt be responsibte for:
(1) arranging for the custody, safekeeping, deposit, transfer, investment, reinvestment,
and disbursement or other disposition of all corporate funds and securities in
accordance wiih the law and with policies and restrictions imposed or adopted, frorn
time to time, by the Board of Trustees;
(2) arranging for the maintenance of full and accurate financial records and books of
account showing all receipts and disbursements;
(3) arranging for the issuance of reports of all required financial data, including:
(a)
(b)
reviewing the annual budget, in accordance with ARTICLE lX, Section 4;
determining
the common expenses and the fixing of common
expense
assessments, in accordance with ARTICLE lX, Section 5;
(c)
the monthly statement, in accordance with ARTICLE lX, Section 8;
(d)
quarterly reports to unit owners, in accordance with ARTICLE lX, Section 3.
The Treasurer shall chair the Finance Committee and shall attend all meetings of the
Board of Trustees, but unless the Treasurer is a Trustee, shall have no right to voie.
The Assistant Treasurer shall assist the Treasurer as requested and, in the absence of the
Treasurer, shall perform the duties of the office.
Articfe.Vl
Gommittees
Section
1.
Executive C-ommittee gnd lts Powers, Duties. and Responsibilities. The Executive
Committee shall consist of the President, the Vice President, and five other Trustees. The
members, other than the President and the Vice President, shall be elected annualty by
the Board of Trustees and shall serve at the pleasure of the Board. Nominations of
Executive Committee members shall be made viva voce al the organizational meeting
specified in ARTICLE Vll, Section 6. lf there are more than five nominations for the
positions, they shall be elected by secret written ballot. (March 23, 2004)
lf a vacancy occurs in the Executive Committee, the Board of Trustees shall elect a
successor for the unexpired term at the next meeting of the Board of Trustees, whether
regular or special. Nominations at such meetlng shall be made viva voce.lf there is more
than one nomlnation for the position, the election shall be by secret written ballot.
After completion of balloting and the Teller's report has been recelved and read to the
Board of Trustees by the Chair, the ballots shalt be destroyed before adjournment or, in
l-lerilage Village Master Association Bylaws
-4-
Approved October 28, 1994 with
amendments through March 22, 201 1
the event of a challenge, shall be held by the Secretary until the challenge is resolved,
but no longer than ten days- The Teller's report is to be entered in full in the Minutes.
All actions of the Executive Committee shall be taken at meetings called by the President
and reported to the Board of Trustees at its next regular meeting by copies of the Minutes
of the Committee supplied to the Trustees with the agenda for their next
meeting.
Actions of ihe Committee, except where the authority to act has been delegated to the
Committee by Subsections (1) and (3) of this Section, shall be subject to the approval of
the Board of Trustees.
The Executive Committee shall have the following powers:
(1) to make decisions on matters of executive or administrative character on behalf of
the Trustees where policy has been established or where an emergency involving
safety of residents or protection of property exists.
(2) to exptore matters requiring attention of the Trustees, and offer recommendations to
the Trustees. lnformation about such matters shall be disseminated to the Trustees in
ample time and in sufficient detall to facilitate informed judgments.
(3) to authorize the transfer of funds, in the event of an emergency, from one approved
budget expense item to another approved budget expense item, provided the
aggregate of transfers shall not exceed $25,000 and no increase in the total expense
budget is involved. The Chairman of the Finance Committee shall be advised
promptly in each instance of such authorization.
(a) the Executive Gommittee shall be the Named Fiduciary for Heritage Village
Retirement lncome Plan. lt shall be responsible for providing oversight and
setting forth the objectives and constraints to ensure the Plan's assets are
invested in a manner which is intended to achieve diversification across capital
markets and rlsk-adjusted long-term returns consistent with an emphasls on
the preservation of principal.
ln carrying out this responsibility, the Committee shall adopt an lnvestment
Policy Statement which will provide guidance in identifying investment
alternatives and specific investment accounts to be utilized. lt shall appoint an
investment management firm to manage the Plan's assets. lt shall periodically
review and revise the investment objectives and guidelines, when necessary;
and will rnonitor investment results quaderly to insure that they are in
compliance of the investment strategy adopted. The Committee will meet at
least semi-annually to review the adopted lnvestment Poticy Statement and the
decisions made relating to the investment strategy.
It is intended that a member of the Executive Committee shall have no personal
liability for any mistake of judgment, negligent or otherwise, except for his own
willful misconduct or bad faith, and the unit owners and HVMA shall indemnify
and hold harmless each member of the Committee against any and all such
llability. (March
Section 2.
23, 20441
Stan_dinq Comni"ttgeg. The President shall appoint qualified non-renting residents,
who need not be Trustees, to the Standing Committees described below and, except for
the Audit Committee, shall appoint at least one Trustee to each. The President shall
O_t_hgr
appoint one member of each committee to serve as Chairman.
The Committees described in this Section 2 are advisory committees to the Board of
Trustees. They shall report their findings and recommendations to the Board through the
Heritage Village Master Association Bylaws
-5-
Approved October 28, 1994 wilh
arnendments through March 22, 2011
President who, promptly upon receipt, shall cause such reports to be distributed to each
Trustee and, as appropriate, to the Village Manager. Committee recommendations shall
require approval of the Board of Trustees prior to adoption.
Recommendations made by any Committee that may affect a current or future budget
shalt be presented to the President and the Finance Committee.
Except for the Long Range Planning Committee, each committee member shall serve at
the pleasure of the President until the next succeedlng December 31. lf any committee
appointee's membership is vacated, the President may appoint a qualified non-renting
resident for the unexpired term of the vacancy so created.
With the approval of the President, Committees also shall conduct research and develop
recommendations within their areas of compeience with respect to matters requested by
the Village Manager to assist him and his staff.
Committees also shall perforrn such other tasks within their competence as may from
tlme to time be assigned by the President.
(1)
Audit Committee. The Committee shall consist
of a
minimum
members, none of whom may be an HVMA officer, a Trustee or
of
three
a member of the
Finance Committee.
On its own authority, the Committee may check into any financial or
operational matter; its objective shall be to verify that financial policies and
procedures are appropriately applied and controlled, and that operations are
conducted efficiently. The Committee shall issue at least two reports annually
to the Board of Trustees. Prior to distribution, its repofts shall be reviewed with
the Treasurer andlor the Village Manager, as applicable.
The Gommittee shall look into any rnatter that may be requested by the Board
of Trustees, and with the approval of the President, into any matter requested
by the Treasurer or the Village Manager. (May 25, 20{0)
(2)
Buildinqs Committee. The Committee shall:
(a) develop and recommend written policies and plans directed toward the upkeep of
and improvements in residential buildings and other structures, including but not
limited to carpentry, electrical, heating, painting, plumbing and related services;
(b) review those structural variance requests not already governed by
HVMA
specifications or prior decisions of the Executive Committee and submit written
recommendations, through the President, to the Executive Committee for
decisions;
(3) Gommunicatlon and Public Relations Gommlttee. The Committee shall
recommend and develop policies related to communicatlons and publie
relations in line with policies adopted by the Board of Trustees. The
Committee shall:
(a) provide information to residents about the activities of HVMA;
(b) oversee the dissemination of information by available media;
Herilage Village Master Association Bylaws
-o-
Approved October 2B, 1994 with
amendments through March 22, 2a1 1
(c) utilize said media for the promotion of HVMA's relationship with residents;
(d) provide assistance to the office of President of HVMA in the execution of
HVMA's programs and objectives. (May 25,2010].
(4)
and Laldscape CommitJeq. The Committee shall develop and
policies
and programs directed toward protecting the environment under
recommend
Environment
Federal, State and local guidelines along with the upkeep, improvement, and
beautification of HVMA properties. Within the boundaries of Heritage Village
these shall include:
(a) maintenance of ponds, streams, and wetlands;
(b) protection of air and water quality and of the aquifer;
(c)
noise control;
(d) wildlife management;
(e)
(f)
recycling programs;
upkeep and improve the common areas including lawns, shrubs, trees,
meadows, patios, and railings;
(g) review landscape requests;
(h) recommend solutions to ths President and Executive Committee to resolve
residents' appeals, Support the Village Manager in pursuance of the above
purposes and responsibilities. (January 26, 2010)
(5) Finance Committee. The Committee shall develop and recommend financial policies
and procedures governing the operations of Heritage Village. lt also shall review and
make appropriate recommendations with respect to any proposed new or revised
policies.
The Committee shall review and submit its recommendations on each new proposed
annual budget prepared pursuant to ARTICLE lX, Section 4 prior to its submission to
the Board of Trustees. lt shall do likewise with respect to any proposed budget
revision prior to its submission to the Board of Trustees.
The Committee also shall:
(a) meet periodically to review the current year's budget performance; if, at any time,
it appears that a deficit is impending, the Committee shall recommend to the
Board of Trustees what action should be taken;
(b) advise and asslst the Board of Trustees in ihe selection of independent certified
pubtic accountants to perform the audit required under ARTICLE lX, Section 7.
The Comrnittee shall meet with the independent auditors prior to the audit to
discuss its scope, and subsequent to the audit to discuss their report and
observations that arise from the audit;
(c) advise and asslst the Village Manager on insurance matters, except for matters
under the jurisdiction of the Human Resources Commiltee, and repo( its
Heritage Village Master Associalion Bylaws
-7-
Approved October 28, 1994 with
amendmenls through March 22, 24fi
recommendations to the Board of Trustees for its approval at least thirty days
before the effective date of any new or renewal coverage;
(d) advise and assist the Treasurer, as requested by him, in the discharge of his
responsibilities under ARTICLE V, Section
B;
(e) oversee the implementation of recommendations made by the Audit Committee
following approval by the Board of Trustees.
No member of the Audit Committee may serve on the Finance Committee.
(6)
Human Bqsgurces Committee. The Committee members shall serve as an
employee advocate forum of the HVMA with regard to issues concerning wages,
hours and conditions of employment. The Committee wilt work with the Village
Manager with respect to employee issues. The Commlttee shall recommend policies
concerning compensation, benefits, pension, retirement, health insurance, training
and development programs. The Committee will also offer advice and guidance to
the Village Manager concerning the safety and security of all employees. (March 22,
2005)
(7) lnfrastructure Committee.
The Committee shall develop and recommend policies
directed toward:
(a) upkeep and improvement of Village roads, driveways, walkways, retaining walls,
drainage, areas subject to erosion, and exterior lighting;
(b) utility services supplied to the Village, including but not limited to water, sewage,
electricity and fuel gas;
(c) maintenance and improvement of television and radio reception through
the
HVMA master antenna and related reception facilities, including the number and
selection of channels received;
(d) identification of facilities for future upgrading so that such facilities will be readily
accessible and usable by older persons with mobitity, visual and/or hearing
lmpairments.
lf
requested by the Village Manager and approved by the President, the
Committee shall work with the Village Manager in pursuance of the above
purposes and responsibilities.
(8) LegalCommittee. The Comnnittee shall:
(a) serve in an advisory capacity on matters coming before the Board of Trustees
which involve legal considerations;
(b) bring to the attention of the Board, through the President, any matters of a legal
nature which it believes may affect the Vitlage;
(c) serve as liaison between outside counsel and the President on behalf of the
Board of Trustees.
Heritage Village Master Association Bylaws
-B-
Approved October 28, 1994 with
amendmenls through March 22, 201 1
The Chairman, or another member of the Committee appointed by the Chairman,
shall attend all meetings of the Board of Trustees, but unless such person is a
Trustee, shall have no right to vote.
(g)
Lonq-Ranqe Planning--C..gmmittee. The Committee shall +e+inegeatst-and develop
and recommend fong-range plans and programs for preserving Heritage Village as
a residential community for active mature adults. (May 25, 2010)
The Committee shall consist of six non-renting residents appointed by
the
President. Members shall be appointed for three-year terms arranged so that the
terms of two of the members expire each year. The President shall have the
authority each year to appoint one of the committee members to serve as
Chairman,
The Committee shall submit their recommendations at least annually in order that
their impact on ihe budget may be considered.
(10)
Resident
Relations
.
The Committee sha[[:
(a) direct iis efforts toward familiarizing new residents with the meanlng of
condominium living at Heritage Village. lt shall arrange for the preparation and
distribution to new residents of kits containing HVMA Bylaws and the Owner's
Handbook and other pertinent information;
(b) keep thoroughty informed of all outside social services or appropriate agencies,
thus acting as a source of information and referral for individual resident needs;
(c) receive the information from Background Data Cards completed by new
residents and organize it for ease of input. The information shall promptly be
forwarded to the Heritage Village MIS section for entry to the Residents' Data
Base to be used when considering appointments to the various committees
listed in this ARTICLE Vl.
11)
Rules Adherence eommittee. The Committee shall receive from the HVMA
President, Viltage Manager or Condominium Presidents reports of situations in
unlts, common areas, or facilities which appear to be in violation of the Unit
Ownership Act, the Declaration, the restrictions and limitations imposed by the
Restated Bylaws of the Member Condominlums or the Rules and Regulations of
HVMA for which they have unsuccessfully requested corrective action by the unit
owner.
lf any matter of a rules adherence nature comes to the attention of the Committee
which it feels should concern the Trustees or might affect the Village, it shatl call
the issue to the attention of the Trustees through the President'
The Committee shatl request, on behalf of the Board of Trustees, any resident or
unit owner who has apparently violated the Restated Bylaws of the Member
Condominiums or HVMA Rules and Regulations to correct the violation or to obtain
a variance pursuant to ARTICLE Vll, Section 13(a) and (b) of the Restated Bylaws
of the Member Condominiums,
The Committee shall advlse the Board of Trustees of a continuing violation in the
event of:
Heritage Village Master Association Bylaws
-9-
Approved October 28, 1994 with
amendments through March 22, 201 1
(a) failure of the unit owner to eliminate the violation after notice;
(b) denial of a variance and subsequent failure of the unit owner to take corrective
action.
This enables the Board of Trustees to take appropriate action, pursuant to the
Rules and Regulations of HVMA,
(12) Safety Committee. The Committee shall prepare, organize and
implement
educational and informational programs on safety, security, and fire prevention for
the protection of residents, employees and property.
The Committee shall maintain a continuous review of the effectiveness of all safety,
security, and fire prevention policies approved by the Board of Trustees and shall
propose such further safety, security, and fire prevention measures as the
Committee, from time to time, may consider necessary or advisable.
lf requested by the President, the Committee shall work with the Village Manager
and Director of Safety and Security.
Section 3.
Ad Hoc Gommltteeq. The President is empowered to appoint qualified
Section 4.
Nominating Committee for Otficgrs and their Election.
non-renting
residents, who need not be Trustees, to such other committees as, in his opinion, or in
the opinion of the Board of Trustees, may be necessary. The duties and responsibilities
of each such committee shalt be included in the minutes of the Board of Trustees.
(1)
A Nominating Committee consisting of three Trustees shatl be appointed annually
from among those Trustees who are to serve as members of the Board of Trustees
commencing the first day of January next succeeding and have been so certified by
the Secretary of each condominium. The currently serving President shall appoint the
Committee with
the advice and approval of the currently serving Executlve
Committee.
(2) The Committee shall elect a chairman from among its members, select nominees for
the offices of President, Vice President, Secretary, Treasurer, Assistant Secretary,
and Assistant Treasurer, and report the names of nominees in writing to the
Secretary no later than one week before the Organizational Meeting described in
Vll, Section 6. The Secretary shall notify the members of the incoming
Board of Trustees of the list of nominees as soon as possible but no later than the
Friday before the Organizational Meeting.
ARTTCLE
(3) ln addition to the proposals made by the Nominating Committee, nominatlons may be
made by any Trustee at the Organizational Meeting of the next year's Board of
Trustees.
of nominations in addition to and including the proposals made by
the Nominating Committee, the election of the officers shall be conducted
openly by voice (viva voce) vote ln roll call fashion as provided in Roberts
(4) In the event
Rules of Order. (February 25, 2003)
Heritage Viltage Master Association Bylaws
-'t0
-
Approved October 28, 1994 wilh
amendments through March 22, 201 1
4dicle Vll
Section 1.
Meetinqs of.the Boqrd gf Trustges.
Reqular Meeting.g. Regular meetings shatl be held on the fourth Tuesday of each month
except December, when it shall be held on the third Tuesday, or on such other date as
may be fixed by a two-thirds vote of the voting power of the Trustees present at a prior
regular or special meeting. Any regular meeting, except the meetings in January and
December, may be dispensed with by
a two-thirds vote of the voting power of
the
Trustees. The time and place of regular meetings shall be fixed by the President.
Sectlon 2.
Special M-e-etings. Special meetings shall be called by the President, at his option, or by
him at the written request of six or more Trustees and shalt be held within ten days of
receipt of such notice. The notice of each such meeting shall state the date, time, place
and purpose thereof.
Section 3.
Notices of Meetlnos an.d Agendaq. Notices and agendas for each meeting, along with
relevant explanatory material, shall be distributed to all Trustees, $econd Trustees,
HVMA officers, and others designated by the President at least ten days preceding
regular meetings and three days preceding special meetings. Notices and agendas only
shall be distributed similarty to Condominium Presidents and others designated to attend
such meetings.
Section 4.
Waiver of Notice. Any Trustee, at any tlme, may walve notice of any meeting in writing,
and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a
Trustee at any meeting of the Board shall constitute a waiver of notice by him of the time
and place thereof. lf all members of the Board of Trustees are present at any meeting of
the Board, no notice shall be required and any business may be transacted at such
meeting, except as otherwise provided herein.
Section 5.
Quorum. At all meetings a majority of the voting power of the Board of Trustees shall
constitute a quorum for the transaction of business. lf at any meeting there shall be less
than a quorum present, a majority of those present may adjourn the meetlng to another
time. At any such adjourned meeting at which a quorum is present, any business which
might have been transacted at the meeting originally called may be transacted without
further notice.
Section 6.
Organizational Meeting, There shall be an Organizational Meeting immediately preceding
the regular meeting in December. Only those who are to serve as Trustees, or substitutes
duly appointed in accordance with Member Condominium Bylaws, commencing the first
day of January next succeeding shall be eligible to attend and vote except that the
currently serving President shall preside. At this meeting the Trustees shall elect the
officers provided for in ARTICLE V and shall also elect the members of the Executive
Committee.
Section 7.
Article Vlll
Section 1.
Open Meetings, All meetings shall be open to the public except that meetings
concerning personnel matters, pending litigation ancl contract negotiations shall
be held in Executive Session without attendance by the public. (April 28, 1998)
Operatinq Policies And Controls
OpgJating Policies And Controls. The Board of Trustees shall adopt Operating Policies
and Controls for the management of HVMA. Such policies and controts shatl include, but
shall not be limited to:
Heritage Village Master Associalion Bylavrs
-11-
Approved Oclober 28, 1994 with
amendments through March 22, 201 1
1. Buildings Maintenance And lmprovement
2. Communication And Public Relations
3. Environmental Protection
4. Finance
5. GeneralAdministration
6. Grounds Maintenance And lmprovement
7. Human Resources
8. lnfrastructure MaintenanceAnd lmprovement
9. Purchasing
10. Rules Adherence
11. Safety And Security
The President shall asslgn responsibility for developing and revlewing these poticies and
controls on an ongoing basis to the appropriate officers and committees, and shall submit
their recommendations to the Board of rrustees prompfly for final approval.
Section 2.
Agreements. Contracts, Checks..and lnstruments, All agreements, contracts, deeds,
leases, checks and other instruments of HVMA shall be executed by any two officers
thereof or by such other person or persons as may be designated by the Board of
Trustees, under operating Policies and controls as provided for in section 1.
Section 3.
Fidelit:l Bonds. The Board of Trustees shall obtain adequate fidelity bonds for all officers
and employees of HVMA who handle or are responsible for HVMA funds. Fidelity bonds
shall also be obtained covering all officers and directors of the member condominiums,
The premiums on such bonds shall constitute a common expense.
Section 4.
Compensation, No member of the Board of Trustees or HVMA officer shall receive any
compensation for acting as such.
Section 5.
Liabilitv and lndemnitv.
(1) Liability and lndemnity of the Trustees and Officers of HVMA: Liability of
Unit
Owners: Contract Provisions. No member of the Board of Trustees of HVMA or any
officer thereof shall be liable to the unit owners for any mistake of judgment, negligent
or othenrvise, except for his own willful misconduct or bad faith, and the unit owners
and HVMA shall indemnify and hold harmless each Trustee and officer against any
and all such liability. ln addition, the unit owners and HVMA shalt indemnify and hold
harmless each Trustee and officer of HVMA against all contractual liability to others
arising out of contracts made by HVMA on behalf of the condominiums, unless any
such contract shall have been made in bad faith or contrary to provisions of th6
Declaration or these Bylaws.
It is intended that each Trustee or officer of HVMA shall have no personal liability with
respect to any contract made by him on behalf of the condominiums. lt is also
intended that the liability of any unit owner arising out of any contract made by
HVMA, or out of the aforesaid indemnity in favor of such Trustees or officers, shall be
limited to such proportion of the total liability thereunder as his lnterest in the common
areas and facilities bears to the interest of all the unit owners in the common areas
and facilities.
Heritage Village Master Association Bylaws
12-
Approved October 28, 1994 with
amendments through March 22, 201 1
Every contract made by HVMA, or by the Village Manager on behalf of HVMA, shall
provlde that the Board of Trustees of HVMA or the Village Manager is acting only as
agent for the unit owners and shall have no personal liability thereunder (except as
unit owners), and that each unit owner's liability thereunder shall be limited to the
proportion of the total liability thereunder as his interest in the common areas and
facilities bears to the interest of all unit owners in the common areas and facilities.
(2) StatUto[y Indemnification g.f Trustees, Officers and Employees. HVMA shall provide
indemnification of trustees, officers and employees against judgments, fines, and
penalties to the extent required and in the manner afforded by Section 33-454(a) of
the Connecticut General Statutes.
ARTTGLE lX
Fiscal Matters
1,
Fi.scal Year. The fiscal year shall begin on the first day of November and end on the
thirty-first day of October. (February 25, 1997)
Section 2.
Financlal Recordg. The Board of Trustees shall see to the keeping of financial records
and books of accounts on a fiscal year basis for HVMA, including a chronological listing
of receipts and expenditures, as well as a separate account for each unit which, among
other things, shall contain the amount of each assessment of common expense charges
against such unit, date when due, amounts paid thereon, and any balance remaining
Section
unpaid.
Section 3.
Section 4.
Reports. Written quarterly reports on a cumulative basis during each fiscal year of all
receipts and expenditures of HVMA shall be provided by the Board of Trustees to unit
owners, The final report for the fiscal year by the Board of Trustees to all unit owners
shalI also include a copy of the financial statements reported upon by the independent
certified public accountant required under this ARTICLE lX, Section 7.
Budget. The Board of Trustees shall approve
a balanced budget each year for
the
succeeding fiscal year. Such budget shall be prepared by the Village Manager. Prior to
the preparation of the annual budget, the Village Manager shall confer with the President
and with the Chairman of each appropriate standing committee for information that might
impact upon the budget. The Village Manager shall also confer with the President and the
Chalrman of the Finance Committee not later than January 31, to develop a schedule for
the submission to the Finance Committee and to the Trustees of preliminary copies of the
proposed budget to provide ample time for its consideration. The budget shall be
reviewed by the Finance Committee which shallmake recommendations thereon.
The Village Manager shall present his proposed budget for the next fiscal year to
the Board of Trustees at a Special Meeting to be held on or before July f "t.
(March 22,201U
A budget hearing shall be held in July or August, as recommended by the Finance
Gommittee and Vlllage management, to which members of each Condominium Board
of Directors and the chairmen of all standing committees are invited. The Village
Manager and the Finance Committee shall serve as a panel to discuss the budget.
After review by the Village Manager and the Finance Committee, with due consideration
of comments generated at the budget hearing, a final proposed budget shall be
Heritage Viltage Master Association Bylaws
-13-
Approved October 28, 1994 with
amendments through March 22, 2Afi
presented by the Village Manager for consideration and adoption by the Board of
Trusiees no later than August 3{.
The final copy of the proposed budget with data to support the proposals shall be
furnished to each Trustee at least ten days prior to presentation for final approval and
shall include:
(1) the proposed budget for revenue, operating expenses and capitalexpenditures for
the succeeding fiscal year;
(2) a comparison with the current year's budget;
(3) interim actual revenue and expenses for the current fiscalyear, at least to July
31,
and estimated fiscal year-end balances, with explanation for any material deviation
from the budget.
The adopted budget may be revised only by approval of the Board of Trustees.
(February 25, 1 997)
Section
5.
Determination of Common Expenses and .Fixing of Common Expensg Assessments.
After the budget has been approved, the Treasurer shall deterrnine, and the Board shall
approve, the amount of the common expense assessments payable by the unit owners to
meet the common expenses of HVMA, and allocate and assess such common expense
assessments among the unit owners according to their respeetive common interests. The
common expenses shall include the cosis of repairs and maintenance of the common
areas and facilities, and the cost of all insurance requlred or obtained by the Board of
Trustees pursuant to the provisions of ARTICLE Vll, Section 3 of the Restated Bylaws of
the Member Condominiums.
The common expenses may also include:
(1) such amounts as the Board of Trustees may deem proper for the operation and
maintenance of the Property including, without limitation, an amount for working
capital for HVMA for a general operating reserve, for a reserve fund for
replacements, and to make up any deficit in the common expenses for any prior year;
(2) such amounts as the Board of Trustees may deem proper to be expended in
connectlon with the operation of any condominiums within the community of
condominlums referred to in ARTICLE Vl of the Restated Bylaws of the Member
Condominiums if, in the judgment of the Board of Trustees, said expenditures would
serve the purposes of the condominiums and would be in furtherance of the principle
of having an integrated community of condominiums;
(3) such amounts as may be required for the purchase or lease by HVMA or its
designee, corporate or otheruvise, on behalf of all unit owners, of any unit whose
owner has elected to sell or lease such unit or of any unit which ls to be sold at a
foreclosure or other judicial sale.
Section 6.
Noticg*to Unit Owners. The Board of Trustees shall advise all unit owners of the
amount of the common expense assessments payable by each of them as
determined bythe Board of Trustees. (February 25,19971
Heritage Village Master Association Bylaws
-14-
Approved October 28, 1994 with
amendments through March 22, 2011
Section 7.
Audit.
(1)
lndependent Audit. The Board of Trustees shall require an audit of the financial
of HVMA by an independent certified public accountant at leasi
annually promptly after the end of the fiscal year. The Treasurer and the Village
Manager shall submit their books and records whenever required for purposes of
the audit. ln addition to their report on the financial statements, the auditors shall, in
Management Letter to the Trustees, recommend any opportunitles for
improvement in internal control they have observed during the course of their audit
as well as any other conditions that should be brought to the Trustees' attention. ln
the event none of these matters is disclosed they shall so inform the Trustees in
writing. Copies of the audit report and the Management Letter shall be furnished to
the Village Manager for distribution to the Trustees, members of the Flnance
statements
a
Committee and, upon request,
to mortgagees of units. Copies shall also
be
available for inspection by unit owners at the office of HVMA.
(2)
Section
B,
lnternal Audit. During the course of the year, the Board of Trustees may
require internal audits in selected areas. {May 25, 2010}
Monthly State.m-e-ftl. At each regular monthly meeting, the Treasurer shall arrange for the
issuance of:
(1)
a wrltten statement to the Board of Trustees of the revenue and expense for the
previous month, cumulatively for the fiscal year to date and estimated year-end
amounts, showing actual and budget figures and explanations of material
variations;
(2)
(3)
Section 9.
a statement of current financial position;
a statement of unit owners' equity.
A common surplus at the end of a fiscal year, which is the result of receipts from
common expense assessments and other income exceeding expenditures during
the fiscal year, shall be retained as undesignated reserves to he applied against
future expsnses of the HVMA, or to fund designated reserves as determined by
action of the HVMA Board of Trustees; and except upon termination of the Heritage
Village Master Association, lnc., it shall not be distributed to owners or
mortgagees of the unlts ln the condominiums in Heritage Village which have voted
to become members of the HVMA and have been admitted to membership. A
deficit, which is the result of expenditures exceeding common expense
assessments and other income, shall be funded from existing undesignated
reserves or, if no such reserves exist, by including a provision to fund the deflclt ln
the following year's budget. (August 24,20A41
ARTICLE X
Miscellaneous
Section
1.
Section 2.
Captlons. The captions herein are inserted only as a matter of convenience and for
reference, and in no way define, limit, or describe the scope of these Bylaws, or the intent
of any provision thereof.
Gender. The use of the masculine gender in these Bylaws shatt be deemed to include the
feminine gender, and the use of the singular shall be deemed to include the plural,
whenever the context so requlres.
Heritage Village Master Associalion Bylaws
-15-
Approved October 28, 1994 with
amendmenis lhrough March 22, 24fi
Section 3.
Section 4,
Section 5.
Waiver. No restriction, condition, obligation, or provision contained in these Bylaws shall
be deemed to have been abrogated or waived by reason of any failure to enforce the
same, irrespective of the number of violations or breaches thereof which may occur.
Village Manaoef Iillg. The use of the title Village Manager in these Byl-aws shall be
deemed also to include a Managing Agent.
Rules of OrdgJ. The rules contained in the latest edition of ROBERT'S RULES OF
ORDER NEWLY REVISED shall govern HVMA meetings in all cases to which they are
applicable, and in which they are not inconsistent with these Bylaws or any special rules
of order HVMA may adopt.
After a motio_n duly seconded to table or to callthe question on a pending motion,
presiding officer, in his/her sole discretion shall have the right to extend debate on
the subject motion for a period not to exceed 10 minutes in total or 2 minutes per
speaker, after which allotted time a vote must be taken on the motion to table oion
the motion to call the question, as the case may be. (Octobe r 21,2A0\
Section 6.
All meetings of the Heritage Village Master Association, lnc. Standing or Ad Hoc
Committees shall be open to attendance (not participation) by all Heritage Viilage
unit owners or residents except when the Committee Chairperson, in hii/her sole
discretion shall determine that the matters under discussion pertain to personnet,
pending litigation and/or contract negotiations which requires the Committee to
meet in Executive Session.
A
- Notwithstanding
B
-
This right of attendance shall not apply to meetings of the Human Resources
committee, Legal committee, Resident Relations committee, to Hearings
conducted by the Rules Adherence committee, or to the Nominating
Committee.
C
-
Notice of all HVMA scheduled meetings (tlate, time and place) shall be posted
on the Activities Building Bulletin Board, on Channel 14 and shall appear in
the Heritage Village Bi-Weekly Bulletin at least three (3) days before the
scheduled Committee meeting. Notice of cancellations, rescheduling, and
the aforementioned mandate, the Committee Chairperson may
nevertheless in hls/her sole discretion permit one or more of such visitors,
upon satisfaction of their identification, to address the open Gommittee
meeting for a maximum period of three (3) minutes,
emergency committee meeting dates shall appear on channel
successor if any, as soon as possible,
(i)
i4 or its
Failure to post the required notices shall not invalidate the work of
such Committee.
D
-
Use of recording or photographic devices by visitors is prohibited when the
Committee is in session.
E
-
This procedure shall become effective upon the date of its approval by the
Board of Trustees. (March 22,20111
Heritage Village Masler Association Bylaws
-16-
Approved October 28, 1994 with
amendments through March 22, 201'l
ARTICLE XI
Limitatio n on, Reconsiderqtion
Once any matter has been decided by the Board of Trustees and subsequently reconsidered, after a duly
adopted motion to reconsider, and again decided, or once the matter has been decided by the Board and
subsequently a motion to rescind that decision has been considered and defeated, then and in either
event, the matter may not again be brought before the Board for consideration within the same calendar
year unless 4O% of the voting power of the Board joins in a written petition seeking reconsideration by
way of a motion to reconsider or a motion to rescind, except that if any new matter relating to the subject
develops or if circumstances relating thereto change, then reconsideration may be undertaken at any
time.
ARTTCLE
X[
Amendqnent gf Bvlaws
The Board of Trustees shalt have the power to amend these Bylaws at any duly constituted meeting by
two-thirds of the entire weighted voting power of the Board provided that the proposed amendment has
been submitted in writing at a previous meeting of the Board at least twenty-eight days earlier with notice
of the meeting at which action is to be taken.
Amendments to these Bylaws may be proposed by a Trustee, or by any member condominium Board of
Directors through its Trustee, or by an ad hoc committee appointed for that purpose in accordance with
ARTICLE V[, Section 3.
ARTI.LE
xlll
sarrins clause
Any provision of these Bylaws that is inconsistent with or in violation of any provision or requirements
contained in the Certificate of lncorporation or Amended Certificate or Certificates, or that is inconsistent
with or in violation of State or Federal law, shall be considered inoperatlve, and the provision contained in
the Certificate of lncorporation or any Amended Certificate, and the provisions of the applicable State or
Federal [aws, shall be considered part of these Bylaws as if set forth herein.
Heritage Village Master Association Bylaws
-17
-
Approved October 28, 1994 with
amendments through March 22, 2011